8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: April 23, 2010

NCI BUILDING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-14315
(Commission File Number) 76-0127701
(I.R.S. Employer
Identification Number)

10943 North Sam Houston Parkway West Houston, Texas
(Address of principal executive offices) 77064
(Zip Code)

Registrant’s telephone number, including area code: (281) 897-7788

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

NCI Building System, Inc. (the “Company”) is filing this Current Report on Form 8-K (this “Report”) to reflect certain required accounting adjustments described below with respect to the financial information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended November 1, 2009 (the “2009 Form 10-K”) filed on December 23, 2009. Neither this Report nor the Exhibits hereto reflect any events occurring after December 22, 2009, or modify or update the disclosures in the 2009 Form 10-K that may have been affected by subsequent events, except as disclosed in Note 27 to our consolidated financial statements. Accordingly, this Report should be read in conjunction with the 2009 Form 10-K and the Company’s filings made with the Securities and Exchange Commission subsequent to the filing of the 2009 Form 10-K (including the first quarter of fiscal 2010 Form 10-Q), and any amendments to those filings.

As previously disclosed in the 2009 Form 10-K, in May 2008 the Financial Accounting Standards Board issued guidance that has been codified under ASC Topic 470-20, Debt with Conversion and Other Options (“ASC 470-20”), which clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. ASC 470-20 requires issuers to account separately for the liability and equity components of instruments in a manner that reflects the issuer’s economic interest cost. ASC 470-20 requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in the issuer’s consolidated statement of operations. ASC 470-20 is effective for the Company as of November 2, 2009 and early adoption was not permitted. However, once adopted, ASC 470-20 requires retrospective application to the terms of instruments as they existed for all periods presented. The adoption of ASC 470-20 affects the accounting for the Company’s 2.125% Convertible Notes issued in 2004 and due in 2024. The retrospective application of this guidance affects fiscal years 2005 through 2009. In October 2009, the Company completed an exchange offer to acquire $180 million aggregate principal amount of the Convertible Notes. On December 29, 2009, we redeemed the remaining $58,750 principal amount of the Convertible Notes outstanding after the closing of the exchange offer. Therefore, the Company will not have additional prospective interest expense after December 29, 2009.

Additionally, in June 2008, the FASB issued guidance that has been codified under ASC Subtopic 260-10, Earnings per Share (“ASC 260-10”). This pronouncement provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are “participating securities” and, therefore, should be included in computing earnings per share using the two-class method. All prior period earnings per share data have been adjusted retrospectively to conform with the provisions of this pronouncement.

On March 5, 2010, the Company filed an amendment to its Certificate of Incorporation to effect a reverse stock split of its common stock (the “Reverse Stock Split”) at an exchange ratio of 1-for-5. As such, we have retrospectively adjusted basic and diluted earnings per share, common stock, stock options, common stock equivalents and prices per share information for the reverse stock split in all periods presented.

The Company has adjusted in Exhibits 99.1 to this Report certain financial information contained in the 2009 Form 10-K to reflect the Company’s retrospective application of ASC 470-20 and ASC 260-10.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
4.2	Credit Agreement, dated June 18, 2004, by and among NCI, certain of its subsidiaries, as guarantors, Wachovia Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and the several lenders named therein (Certain portions were omitted subject to a pending request for confidential treatment).
4.7	Amended Credit Agreement, dated as of October 20, 2009, among the Company, as borrower, Wachovia Bank, National Association, as administrative agent and collateral agent and the several lenders party thereto (Certain portions were omitted subject to a pending request for confidential treatment).
4.8	Loan and Security Agreement, dated as of October 20, 2009, by and among NCI Group, Inc. and Robertson-Ceco II Corporation, as borrowers, the Company and Steelbuilding.Com, Inc., as guarantors, Wells Fargo Foothill, LLC, as administrative and co-collateral agent, Bank of America, N.A. and General Electric Capital Corporation, as co-collateral agents and the lenders and issuing bank party thereto (Certain portions were omitted subject to a pending request for confidential treatment).
23.1	Consent of Ernst & Young LLP.
99.1	Portions of the 2009 Annual Report to Stockholders.
	• Selected Financial Data
	• Management’s Discussion and Analysis of Financial Condition and Results of Operations
	• Quantitative and Qualitative Disclosures about Market Risk
	• Financial Statements and Supplementary Data

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NCI BUILDING SYSTEMS, INC.
By:	/s/ Mark E. Johnson
	Name:	Mark E. Johnson
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

Dated: April 23, 2010

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EXHIBIT INDEX

Exhibit
Number	Exhibit Title or Description
4.2	Credit Agreement, dated June 18, 2004, by and among NCI, certain of its subsidiaries, as guarantors, Wachovia Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and the several lenders named therein.
4.7	Amended Credit Agreement, dated as of October 20, 2009, among the Company, as borrower, Wachovia Bank, National Association, as administrative agent and collateral agent and the several lenders party thereto.
4.8	Loan and Security Agreement, dated as of October 20, 2009, by and among NCI Group, Inc. and Robertson-Ceco II Corporation, as borrowers, the Company and Steelbuilding.Com, Inc., as guarantors, Wells Fargo Foothill, LLC, as administrative and co-collateral agent, Bank of America, N.A. and General Electric Capital Corporation, as co-collateral agents and the lenders and issuing bank party thereto.
23.1	Consent of Ernst & Young LLP.
99.1	Portions of the 2009 Annual Report to Shareholders.

• Selected Financial Data

• Management’s Discussion and Analysis of Financial Condition and Results of Operations

• Quantitative and Qualitative Disclosures about Market Risk

• Financial Statements and Supplementary Data

EX-4.2

EXECUTION COPY

$325,000,000

CREDIT AGREEMENT

among

NCI BUILDING SYSTEMS, INC.,
as Borrower,

ITS DOMESTIC SUBSIDIARIES
FROM TIME TO TIME PARTIES HERETO,
as Guarantors,

THE LENDERS PARTIES HERETO,

BANK OF AMERICA, N.A.,
as Syndication Agent

and

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent

Dated as of June 18, 2004

WACHOVIA CAPITAL MARKETS, LLC
and
BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
Section 1.1 Defined Terms		1
Section 1.2 Other Definitional Provisions		25
Section 1.3 Accounting Terms		25
Section 1.4 Time References		25
ARTICLE II THE LOANS; AMOUNT AND TERMS		26
Section 2.1 Revolving Loans		26
Section 2.2 Tranche B Term Loan		28
Section 2.3 Letter of Credit Subfacility		29
Section 2.4 Swingline Loan Subfacility		33
Section 2.5 Incremental Facility		35
Section 2.6 Fees		35
Section 2.7 Commitment Reductions		36
Section 2.8 Prepayments		37
Section 2.9 Default Rate and Payment Dates		40
Section 2.10 Conversion Options		40
Section 2.11 Computation of Interest and Fees		41
Section 2.12 Pro Rata Treatment and Payments		42
Section 2.13 Non-Receipt of Funds by the Administrative Agent		44
Section 2.14 Inability to Determine Interest Rate		45
Section 2.15 Illegality		45
Section 2.16 Requirements of Law		46
Section 2.17 Indemnity		47
Section 2.18 Taxes		47
Section 2.19 Indemnification; Nature of Issuing Lender’s Duties		49
ARTICLE III REPRESENTATIONS AND WARRANTIES		51
Section 3.1 Financial Condition		51
Section 3.2 No Change		51
Section 3.3 Corporate Existence		51
Section 3.4 Corporate Power; Authorization; Enforceable Obligations		52
Section 3.5 Compliance with Laws; No Conflict; No Default		52
Section 3.6 No Material Litigation		53
Section 3.7 Investment Company Act; PUHCA		53
Section 3.8 Margin Regulations		53
Section 3.9 ERISA		54
Section 3.10 Environmental Matters		54
Section 3.11 Use of Proceeds		54
Section 3.12 Subsidiaries		54
Section 3.13 Ownership		55
Section 3.14 Indebtedness		55
Section 3.15 Taxes		55
Section 3.16 Intellectual Property Rights		55
Section 3.17 Solvency		56
Section 3.18 Investments		56
Section 3.19 Location of Collateral		56

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	Page
Section 3.20 No Burdensome Restrictions		56
Section 3.21 Brokers’ Fees		57
Section 3.22 Labor Matters		57
Section 3.23 Accuracy and Completeness of Information		57
Section 3.24 Material Contracts		57
Section 3.25 Insurance		57
Section 3.26 Security Documents		57
Section 3.27 Classification of Senior Indebtedness		58
Section 3.28 Foreign Assets Control Regulations, Etc.		58
ARTICLE IV CONDITIONS PRECEDENT		58
Section 4.1 Conditions to Closing Date		58
Section 4.2 Conditions to All Extensions of Credit		62
Section 4.3 Conditions to Funding of Tranche B Term Loan		63
ARTICLE V AFFIRMATIVE COVENANTS		64
Section 5.1 Financial Statements		64
Section 5.2 Certificates; Other Information		65
Section 5.3 Payment of Taxes and Other Obligations		67
Section 5.4 Conduct of Business and Maintenance of Existence		67
Section 5.5 Maintenance of Property; Insurance		67
Section 5.6 Inspection of Property; Books and Records; Discussions		68
Section 5.7 Notices		68
Section 5.8 Environmental Laws		69
Section 5.9 Financial Covenants		69
Section 5.10 Additional Guarantors		70
Section 5.11 Compliance with Law		71
Section 5.12 Pledged Assets		71
Section 5.13 Covenants Regarding Patents, Trademarks and Copyrights		72
Section 5.14 Further Assurances		73
ARTICLE VI NEGATIVE COVENANTS		73
Section 6.1 Indebtedness		73
Section 6.2 Liens		74
Section 6.3 Guaranty Obligations		74
Section 6.4 Nature of Business		75
Section 6.5 Consolidation, Merger, Sale or Purchase of Assets, etc.		75
Section 6.6 Advances, Investments and Loans		76
Section 6.7 Transactions with Affiliates		76
Section 6.8 Ownership of Subsidiaries; Restrictions		77
Section 6.9 Fiscal Year; Organizational Documents; Subordinated Debt Documents		77
Section 6.10 Limitation on Restricted Actions		77
Section 6.11 Restricted Payments		77
Section 6.12 No Further Negative Pledges		78
ARTICLE VII EVENTS OF DEFAULT		78
Section 7.1 Events of Default		78
Section 7.2 Acceleration; Remedies		81
ARTICLE VIII THE ADMINISTRATIVE AGENT		81
Section 8.1 Appointment		81
Section 8.2 Delegation of Duties		82
Section 8.3 Exculpatory Provisions		82

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	Page
Section 8.4 Reliance by Administrative Agent		82
Section 8.5 Notice of Default		83
Section 8.6 Non-Reliance on Administrative Agent and Other Lenders		83
Section 8.7 Indemnification		84
Section 8.8 The Administrative Agent in Its Individual Capacity		84
Section 8.9 Successor Administrative Agent		84
Section 8.10 Other Agents		85
ARTICLE IX MISCELLANEOUS		85
Section 9.1 Amendments, Waivers and Release of Collateral		85
Section 9.2 Notices		87
Section 9.3 No Waiver; Cumulative Remedies		88
Section 9.4 Survival of Representations and Warranties		88
Section 9.5 Payment of Expenses and Taxes		89
Section 9.6 Successors and Assigns; Participations; Purchasing Lenders		89
Section 9.7 Adjustments; Set-off		92
Section 9.8 Table of Contents and Section Headings		93
Section 9.9 Counterparts		93
Section 9.10 Integration; Effectiveness; Continuing Agreement		94
Section 9.11 Severability		94
Section 9.12 Governing Law		95
Section 9.13 Consent to Jurisdiction and Service of Process		95
Section 9.14 Arbitration		95
Section 9.15 Confidentiality		96
Section 9.16 Acknowledgments		97
Section 9.17 Waivers of Jury Trial; Waiver of Consequential Damages		97
Section 9.18 Patriot Act Notice		98
ARTICLE X GUARANTY		98
Section 10.1 The Guaranty		98
Section 10.2 Bankruptcy		98
Section 10.3 Nature of Liability		99
Section 10.4 Independent Obligation		99
Section 10.5 Authorization		99
Section 10.6 Reliance		100
Section 10.7 Waiver		100
Section 10.8 Limitation on Enforcement		101
Section 10.9 Confirmation of Payment		101

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Schedules

Schedule 1.1(a)	Account Designation Letter
Schedule 1.1(b)	Existing Letters of Credit
Schedule 1.1(c)	Investments
Schedule 1.1(d)	Liens
Schedule 2.1(a)	Schedule of Lenders and Commitments
Schedule 2.1(b)(i)	Form of Notice of Borrowing
Schedule 2.1(e)	Form of Revolving Note
Schedule 2.2(d)	Form of Tranche B Term Note
Schedule 2.4(d)	Form of Swingline Note
Schedule 2.10	Form of Notice of Conversion/Extension
Schedule 2.18	Tax Exempt Certificate
Schedule 3.3	Jurisdictions of Organization and Qualification
Schedule 3.12	Subsidiaries
Schedule 3.16	Intellectual Property
Schedule 3.19(a)	Location of Real Property
Schedule 3.19(b)	Location of Collateral
Schedule 3.19(c)	Chief Executive Offices
Schedule 3.22	Labor Matters
Schedule 3.24	Material Contracts
Schedule 3.25	Insurance
Schedule 4.1(b)	Form of Secretary’s Certificate
Schedule 4.1(i)	Form of Solvency Certificate
Schedule 5.2(b)	Form of Officer’s Compliance Certificate
Schedule 5.10	Form of Joinder Agreement
Schedule 6.1(b)	Indebtedness
Schedule 9.2	Lenders’ Lending Offices
Schedule 9.6(c)	Form of Commitment Transfer Supplement

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     CREDIT AGREEMENT, dated as of June 18, 2004, among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), each of those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively the “Guarantors” and individually a “Guarantor”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “Lenders” and individually a “Lender”), BANK OF AMERICA, N.A., as syndication agent (the “Syndication Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent” or the “Agent”).

W I T N E S S E T H:

     WHEREAS, the Borrower has requested that the Lenders make loans and other financial accommodations to the Borrower in an aggregate amount of up to $325,000,000, as more particularly described herein; and

     WHEREAS, the Lenders have agreed to make such loans and other financial accommodations to the Borrower on the terms and conditions contained herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1 Defined Terms.

     As used in this Credit Agreement, terms defined in the preamble to this Credit Agreement have the meanings therein indicated, and the following terms have the following meanings:

     “ABR Default Rate” shall have the meaning set forth in Section 2.9.

     “Account Designation Letter” shall mean the Notice of Account Designation Letter dated the Closing Date from the Borrower to the Administrative Agent in substantially the form attached hereto as Schedule 1.1(a).

     “Additional Credit Party” shall mean each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance with Section 5.10.

     “Additional Loan” shall have the meaning set forth in Section 2.5.

     “Administrative Agent” shall have the meaning set forth in the first paragraph of this Credit Agreement and any successors in such capacity.

     “Affiliate” shall mean as to any Person, any other Person (excluding any Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such Person possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

     “Agents” shall mean the Administrative Agent and the Syndication Agent, collectively, and “Agent” shall mean either the Administrative Agent or the Syndication Agent, individually.

     “Agreement” or “Credit Agreement” shall mean this Credit Agreement, as amended, modified or supplemented from time to time in accordance with its terms.

     “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: “Prime Rate” shall mean, at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by Wachovia at its principal office in Charlotte, North Carolina as its prime rate. The parties hereto acknowledge that the rate announced publicly by Wachovia as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks; and “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the absence of manifest error) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective at the opening of business on the date of such change.

     “Alternate Base Rate Loans” shall mean Loans that bear interest at an interest rate based on the Alternate Base Rate.

     “Applicable Percentage” shall mean, for any day, the rate per annum set forth below opposite the applicable level then in effect, it being understood that the Applicable Percentage for (a) Revolving Loans that are LIBOR Rate Loans shall be the percentage set forth under the

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column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee”, (b) the Letter of Credit Fee shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee”, (c) Revolving Loans that are Alternate Base Rate Loans shall be the percentage set forth under the column “Alternate Base Rate Margin for Revolving Loans”, (d) Tranche B Term Loans that are LIBOR Rate Loans shall be the percentage set forth under the column “LIBOR Rate Margin for Tranche B Term Loans”, (e) Tranche B Term Loans that are Alternate Base Rate Loans shall be the percentage set forth under the column “Alternate Base Rate Margin for Tranche B Term Loans”, and (f) the Commitment Fee shall be the percentage set forth under the column “Commitment Fee”:

		LIBOR Rate
		Margin for	Alternate		Alternate
		Revolving	Base Rate	LIBOR Rate	Base Rate
		Loans and	Margin for	Margin for	Margin for
	Leverage	Letter of	Revolving	Tranche B	Tranche B	Commitment
Level	Ratio	Credit Fee	Loans	Term Loans	Term Loans	Fee
I	< 2.00 to 1.0	1.25%	0.25%	2.00%	1.00%	0.25%
II	³ 2.00 to 1.0 but < 2.50 to 1.0	1.50%	0.50%	2.00%	1.00%	0.375%
III	³ 2.50 to 1.0 but < 3.00 to 1.0	1.75%	0.75%	2.00%	1.00%	0.375%
IV	³ 3.00 to 1.0 but < 3.50 to 1.0	2.00%	1.00%	2.00%	1.00%	0.50%
V	³ 3.50 to 1.0	2.25%	1.25%	2.00%	1.00%	0.50%

The Applicable Percentage shall, in each case, be determined and adjusted quarterly on the first Business Day after the date on which the Administrative Agent has received from the Borrower the Compliance Certificate required to be delivered to the Administrative Agent in accordance with the provisions of Section 5.2(b) (each an “Interest Determination Date”). Subject to the last sentence of this definition, such Applicable Percentage shall be effective from such Interest Determination Date until the next such Interest Determination Date. Notwithstanding the foregoing, the initial Applicable Percentages shall be set at Level III until the first Interest Determination Date to occur after July 31, 2004. If the Borrower shall fail to provide a Compliance Certificate in accordance with the provisions of Section 5.2(b), the Applicable Percentage shall, on the date five (5) Business Days after the date by which the Borrower was so required to provide such Compliance Certificate to the Administrative Agent, be based on Level V until such time as such information and certifications are provided, whereupon the Level shall be determined by the then current Leverage Ratio.

     “Approved Fund” shall mean, with respect to any Lender, any Fund that is administered or managed by a Lender, an Affiliate of a Lender or an entity or an Affiliate of an entity that administers or manages a Lender.

     “Arrangers” shall mean Wachovia Capital Markets, LLC and Banc of America Securities LLC, together with their successors and assigns.

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     “Asset Disposition” shall mean the disposition of any or all of the assets (including, without limitation, the Capital Stock of a Subsidiary or any ownership interest in a joint venture) of the Borrower or any Subsidiary whether by sale, lease, transfer or otherwise. The term “Asset Disposition” shall not include (a) the sale, lease or transfer of assets permitted by Section 6.5(a)(i) — (vii), (b) any Equity Issuance, (c) the sale, lease or transfer of assets by Building Systems de Mexico, S.A. de C.V. and (d) the lease of assets by a Credit Party to Building . Systems de Mexico, S.A. de C.V.; provided that such leases comply with the terms set forth in Section 6.5(a)(iv).

     “Attributable Indebtedness” shall mean, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

     “Bank of America” shall mean Bank of America, N.A.

     “Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

     “Bankruptcy Event” shall mean any of the events described in Section 7.1(e).

     “Borrower” shall have the meaning set forth in the first paragraph of this Credit Agreement.

     “Borrowing Date” shall mean, in respect of any Loan, the date such Loan is made.

     “Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by law to close; provided, however, that when used in connection with a rate determination, borrowing or payment in respect of a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks in London, England are not open for dealings in Dollar deposits in the London interbank market.

     “Capital Lease” shall mean any lease of property, real or personal, the obligations with respect to which are required to be capitalized on a balance sheet of the lessee in accordance with GAAP.

     “Capital Lease Obligations” shall mean the capitalized lease obligations relating to a Capital Lease determined in accordance with GAAP.

     “Capital Stock” shall mean (i) in the case of a corporation, capital stock (whether voting or nonvoting and whether common or preferred), (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, any partnership interests (whether

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general or limited) of such partnership, (iv) in the case of a limited liability company, any membership interests of such company and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

     “Cash Equivalents” shall mean (i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition (“Government Obligations”), (ii) U.S. dollar denominated (or foreign currency fully hedged to U.S. dollar) time deposits, certificates of deposit, Eurodollar time deposits and Eurodollar certificates of deposit of (y) any domestic commercial bank of recognized standing having capital and surplus in excess of $250,000,000 or (z) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 364 days from the date of acquisition, (iii) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (iv) repurchase agreements with a bank or trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed by the United States of America, (v) obligations of any State of the United States or any political subdivision thereof for the payment of the principal and redemption price of and interest on which there shall have been irrevocably deposited Government Obligations maturing as to principal and interest at times and in amounts sufficient to provide such payment, (vi) auction preferred stock rated in the highest short-term credit rating category by S&P or Moody’s, (vii) readily marketable tax-free municipal bonds of a domestic issuer rated Aaa by Moody’s, or AAA by S&P, and maturing within one year from the date of issuance (and investments in mutual funds investing primarily in those bonds) and (viii) demand deposit accounts maintained in the ordinary course of business.

     “Change of Control” shall mean the occurrence of any of the following events: (a) any Person or two or more Persons acting in concert shall have acquired beneficial ownership, directly or indirectly, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of control over, Voting Stock (or other securities convertible into such Voting Stock) or economic interests of the Borrower representing 20% or more of the combined voting power of the Voting Stock of the Borrower, or (b) Continuing Directors shall cease for any reason to constitute a majority of the members of the board of directors of the Borrower then in office. As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934.

     “Closing Date” shall mean the date of this Credit Agreement.

     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

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     “Collateral” shall mean a collective reference to the collateral which is identified in, and at any time will be covered by, the Security Documents and any other collateral that may from time to time secure the Credit Party Obligations.

     “Commitment” shall mean the Revolving Commitment, the LOC Commitment, the Tranche B Term Loan Commitment and the Swingline Commitment, individually or collectively, as appropriate.

     “Commitment Fee” shall have the meaning set forth in Section 2.6(a).

     “Commitment Percentage” shall mean the Revolving Commitment Percentage and/or the Tranche B Term Loan Commitment Percentage, as appropriate.

     “Commitment Period” shall mean (a) with respect to Revolving Loans, the period from and including the Closing Date to but excluding the Revolving Commitment Termination Date and (b) with respect to Letters of Credit, the period from and including the Closing Date to but excluding the date that is 30 days prior to the Revolving Commitment Termination Date.

     “Commitment Transfer Supplement” shall mean a Commitment Transfer Supplement, in substantially the form of Schedule 9.6(c).

     “Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer under Section 414 of the Code.

     “Compliance Certificate” shall have the meaning set forth in Section 5.2(b)

     “Consolidated” means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

     “Consolidated Capital Expenditures” shall mean, for any period, the sum of the aggregate of any expenditures by the Borrower or any Subsidiary during such period for an asset which will be used in a year or years subsequent to the year in which the expenditure is made and which asset is properly classifiable in relevant financial statements of such Person as property, equipment or improvements, fixed assets, or a similar type of capital asset in accordance with GAAP, excluding, however, without duplication, (a) any such asset acquired in a Permitted Acquisition, (b) any such expenditure, or portion thereof, to the extent funded (i) with the cash proceeds of any Disposition made pursuant to Section 6.5 or (ii) with the cash proceeds of a Recovery Event, and (c) with respect to any such expenditure by Building Systems de Mexico, S.A. de C.V., (i) the portion thereof, if any, funded with the proceeds of a concurrent loan or capital contribution by any shareholder of Building Systems de Mexico, S.A. de C.V. other than Borrower or any Subsidiary of Borrower and (ii) forty-nine percent (49%) of any such expenditure, or portion thereof, that is funded by Building Systems de Mexico, S.A. de C.V. other than from the proceeds of concurrent loans or capital contributions from its shareholders;

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provided that the foregoing clause (c) shall be ineffective on and after the date any Credit Party, individually or in the aggregate, owns more than 51% of the Capital Stock of Building Systems de Mexico, S.A. de C.V.

     “Consolidated EBITDA” shall mean, for any period, for the Borrower and its Subsidiaries, on a consolidated basis, an amount equal to the sum of (a) Consolidated Net Income for such period, plus (b) without duplication and to the extent deducted in determining Consolidated Net Income for any period, (i) Consolidated Interest Expense for such period, plus (ii) federal, state, local and foreign income taxes for such period, plus (iii) depreciation and amortization expenses for such period, plus (iv) non-cash contributions during such period to 401(k) and other employee benefit plans, plus (v) non-cash restructuring charges during such period plus (vi) the transaction costs and expenses incurred in connection with this Credit Agreement plus (vii) the premium paid with respect to the prepayment of the Senior Subordinated Notes in an amount not to exceed $5,800,000, plus (viii) the non-cash write-off of the remaining deferred financing costs related to the Existing Credit Agreement and the Senior Subordinated Notes in an amount not to exceed $4,100,000; provided, however, in no event shall the (y) non-cash contributions referred to in subsection (b)(iv) above exceed $7,500,000 in aggregate amount during any four consecutive fiscal quarter period and (z) non-cash charges referred to in subsection (b)(v) above exceed $5,000,000 in an aggregate amount during any four consecutive fiscal quarter period. Except as otherwise specified, the applicable period shall be for the four consecutive quarters ending as of the date of computation.

     “Consolidated Funded Debt” shall mean, on any date of calculation, Funded Debt of the Borrower and its Subsidiaries on a Consolidated basis.

     “Consolidated Interest Expense” shall mean, for any period, for the Borrower and its Subsidiaries, on a consolidated basis, total interest expense, whether paid or accrued (including the interest component of Capital Leases), including, without limitation, all commitment fees, commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under interest rate contracts and foreign exchange contracts, but excluding, however, amortization of debt issuance costs, all as determined in conformity with GAAP. Except as otherwise specified, the applicable period shall be for the four consecutive quarters ending as of the date of computation.

     “Consolidated Net Income” shall mean, for any period, the net income (excluding extraordinary losses and gains and excluding all non-recurring non-cash income and non-cash expense, in each case net of taxes as demonstrated by the Borrower to the Administrative Agent in reasonable detail) of the Borrower and its Subsidiaries on a Consolidated basis for such period. Except as otherwise specified, the applicable period shall be for the four consecutive quarters ending as of the date of computation.

     “Continuing Directors” shall mean the directors of the Borrower on the Closing Date and each other director, if in each case such other director’s nomination for election to the Board of Directors of the Borrower is recommended by a majority of the then Continuing Directors.

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     “Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound.

     “Copyright Licenses” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right under any Copyright, including, without limitation, any thereof referred to in Schedule 3.16 to this Credit Agreement.

     “Copyrights” shall mean all copyrights of the Credit Parties and their Subsidiaries in all works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Copyright Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise, including, without limitation, any thereof referred to in Schedule 3.16 and all renewals thereof.

     “Credit Documents” shall mean this Credit Agreement, each of the Notes, any Joinder Agreement, the Letters of Credit, LOC Documents and the Security Documents.

     “Credit Party” shall mean any of the Borrower and the Guarantors.

     “Credit Party Obligations” shall mean, without duplication, (i) all of the obligations, indebtedness and liabilities of the Credit Parties to the Lenders (including the Issuing Lender) and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes or any of the other Credit Documents, including principal, interest, fees, reimbursements and indemnification obligations and other amounts (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code) and (ii) solely for purposes of the Security Documents and the Guaranty, all liabilities and obligations, whenever arising, owing from any Credit Party or any of their Subsidiaries to any Hedging Agreement Provider arising under any Secured Hedging Agreement permitted pursuant to Section 6.1(d).

     “Debt Issuance” shall mean the issuance of any Indebtedness for borrowed money by the Credit Parties or any of their Subsidiaries (excluding (i) any Equity Issuance, (ii) any Indebtedness the proceeds of which are used as consideration for a Permitted Acquisition and (iii) any Indebtedness of the Credit Parties and their Subsidiaries permitted to be incurred pursuant to Section 6.1(a)-(e), 6.1(g) and 6.1(h) hereof).

     “Default” shall mean any of the events specified in Section 7.1, whether or not any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied.

     “Defaulting Lender” shall mean, at any time, any Lender that, at such time (a) has failed to make a Loan required pursuant to the terms of this Credit Agreement, including the funding of a Participation Interest in accordance with the terms hereof and such default remains uncured, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender

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pursuant to the terms of this Credit Agreement and such default remains uncured, or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

     “Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

     “Domestic Lending Office” shall mean, initially, the office of each Lender designated as such Lender’s Domestic Lending Office shown on Schedule 9.2; and thereafter, such other office of such Lender (within the United States) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which Alternate Base Rate Loans of such Lender are to be made.

     “Domestic Subsidiary” shall mean any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia.

     “Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions of, by or with any Governmental Authority relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

     “Equity Issuance” shall mean any issuance by any Credit Party or any Subsidiary to any Person which is not a Credit Party of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or warrants or (c) any shares of its Capital Stock pursuant to the conversion of any debt securities to equity. The term “Equity Issuance” shall not include (i) any Asset Disposition, (ii) any Debt Issuance, (iii) or any issuance of shares of Capital Stock of the Borrower as consideration for a Permitted Acquisition or the proceeds of which are used as consideration for a Permitted Acquisition within the time periods set forth in Section 2.8 or (iv) shares of the Borrower’s Capital Stock issued as restricted stock awards or otherwise pursuant to the exercise or fulfillment of options, warrants or awards or pursuant to the Borrower’s Stock Option Plan, the 2003 Long-Term Stock Incentive Plan and any similar plan adopted by the Borrower in replacement thereof or in addition thereto, each as may be amended, modified or supplemented from time to time .

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “Eurodollar Reserve Percentage” shall mean for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

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     “Event of Default” shall mean any of the events specified in Section 7.1; provided, however, that any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied.

     “Excess Cash Flow” shall mean, for any period, for the Borrower and its Subsidiaries, on a consolidated basis, an amount equal to (without duplication) the sum of (a) Consolidated EBITDA for such period, minus (b) actual Consolidated Capital Expenditures for such period, minus (c) Consolidated Interest Expense for such period, minus (d) federal, state, local and foreign income taxes paid in cash for such period, minus (e) scheduled payments and voluntary prepayments of Indebtedness (excluding prepayments of the Revolving Loans unless they result in a pro rata reduction of the Revolving Committed Amount) during such period, minus (f) Restricted Payments made hereunder during such period, minus (g) any increases in Working Capital for such period, plus (h) any decreases in Working Capital for such period, minus (i) the non-financed cash portion of the consideration paid for any Permitted Acquisition paid during such period.

     “Existing Credit Agreement” shall mean that certain Credit Agreement dated as of September 13, 2002, as amended, restated, supplemented or otherwise modified, by and among the Borrower, the guarantors party thereto, Wachovia Bank, National Association, Bank of America, N.A. and the other lenders party thereto.

     “Existing Letter of Credit” shall mean each of the letters of credit described by date of issuance, amount, purpose and the date of expiry on Schedule 1.1(b) hereto.

     “Extension of Credit” shall mean, as to any Lender, the making of a Loan by such Lender or the issuance of, or participation in, a Letter of Credit by such Lender.

     “Federal Funds Effective Rate” shall have the meaning set forth in the definition of “Alternate Base Rate”.

     “Fee Letter” shall mean the letter agreement dated May 5, 2004, addressed to the Borrower from Wachovia, Bank of America and the Arrangers, as amended, modified or otherwise supplemented.

     “Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

     “Fronting Fee” shall have the meaning set forth in Section 2.6(b).

     “Fund” shall mean any trust, limited or general partnership, limited liability company, corporation or other limited purpose entity that invests in loans.

     “Funded Debt” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the following (without duplication):

     (a) obligations for borrowed money and all obligations evidenced by bonds,

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debentures, notes, loan agreements or other similar instruments;

     (b) Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations;

     (c) obligations in respect of any Redeemable Stock;

     (d) any direct or contingent obligations arising under letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, surety bonds and similar instruments;

     (e) all obligations to pay the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business or accrued liabilities arising in the ordinary course of business that are not overdue or that are being contested in good faith), and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed or is limited in recourse;

     (f) net obligations under any Hedging Agreement;

     (g) Guaranty Obligations with respect to obligations of the type specified in subsections (a) through (f) above of Persons other than the Borrower or any of its Subsidiaries; and

     (h) all Indebtedness of the types referred to in subsections (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.

     “GAAP” shall mean generally accepted accounting principles in effect in the United States of America applied on a consistent basis, subject, however, in the case of determination of compliance with the financial covenants set out in Section 5.9, to the provisions of Section 1.3.

     “Government Acts” shall have the meaning set forth in Section 2.19.

     “Governmental Approvals” shall mean all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

     “Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

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     “Guarantor” shall have the meaning set forth in the first paragraph of this Credit Agreement.

     “Guaranty” shall mean the guaranty of the Guarantors set forth in Article X.

     “Guaranty Obligations” shall mean, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (i) to purchase any such Indebtedness or any property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (iii) to lease or purchase property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

     “Hedging Agreement Provider” shall mean any Person that enters into a Secured Hedging Agreement with a Credit Party or any of its Subsidiaries that is permitted by Section 6.1(d) to the extent such Person is a Lender, an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a Lender) at the time it entered into the Secured Hedging Agreement but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement.

     “Hedging Agreements” shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate hedging agreements.

     “Immaterial Subsidiary” shall mean any Domestic Subsidiary that (a) has assets with a book value of less than or equal to $1,000,000 and (b) does not have any Indebtedness outstanding.

     “Incremental Facility” shall have the meaning set forth in Section 2.5.

     “Indebtedness” shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of

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title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guaranty Obligations of such Person with respect to Indebtedness of another Person, (h) the principal portion of all Capital Lease Obligations of such Person, (i) all net obligations of such Person under Hedging Agreements, excluding any portion thereof which would be accounted for as interest expense under GAAP, (j) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital Stock issued by such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration, (l) the principal portion of all Synthetic Lease Obligations of such Person and (m) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer.

     “Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

     “Intellectual Property” shall mean the Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses of the Credit Parties and their Subsidiaries, all goodwill associated therewith and all rights to sue for infringement thereof.

     “Interest Coverage Ratio” shall mean, with respect to the Borrower and its Subsidiaries on a Consolidated basis for the twelve month period ending on the last day of any fiscal quarter of the Borrower and its Subsidiaries, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

     “Interest Payment Date” shall mean (a) as to any Alternate Base Rate Loan, the last day of each March, June, September and December and on the applicable Maturity Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months or less, the last day of such Interest Period, and (c) as to any LIBOR Rate Loan having an Interest Period longer than three months, (i) each three (3) month anniversary following the first day of such Interest Period and (ii) the last day of such Interest Period.

     “Interest Period” shall mean, with respect to any LIBOR Rate Loan,

     (i) initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such LIBOR Rate Loan and ending one, two, three or six months thereafter, as selected by the Borrower in the Notice of Borrowing or Notice of Conversion given with respect thereto; and

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     (ii) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR Rate Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that the foregoing provisions are subject to the following:

     (A) if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

     (B) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month;

     (C) if the Borrower shall fail to give notice as provided above, the Borrower shall be deemed to have selected an Alternate Base Rate Loan to replace the affected LIBOR Rate Loan;

     (D) no Interest Period in respect of any Loan shall extend beyond the applicable Maturity Date and, further with regard to the Tranche B Term Loans, no Interest Period shall extend beyond any principal amortization payment date unless the portion of such Tranche B Term Loan consisting of Alternate Base Rate Loans together with the portion of such Tranche B Term Loan consisting of LIBOR Rate Loans with Interest Periods expiring prior to or concurrently with the date such principal amortization payment date is due, is at least equal to the amount of such principal amortization payment due on such date; and

     (E) no more than fifteen (15) LIBOR Rate Loans may be in effect at any time. For purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period.

     “Investment” shall mean (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets, shares of Capital Stock, bonds, notes, debentures, partnership, joint ventures or other ownership interests or other securities of any Person or (b) any deposit with, or advance, loan or other extension of credit to, such Person (other than deposits made in connection with the purchase of equipment or other assets in the ordinary course of business or in connection with contracts for goods and services in the ordinary course of its business) or (c) any other capital contribution to or investment in such Person,

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including, without limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person.

     “Issuing Lender” shall mean (a) with respect to the Existing Letters of Credit, Bank of America and (b) with respect to any Letter of Credit other than the Existing Letters of Credit, Wachovia.

     “Issuing Lender Fees” shall have the meaning set forth in Section 2.6(c).

     “Joinder Agreement” shall mean a Joinder Agreement in substantially the form of Schedule 5.10, executed and delivered by an Additional Credit Party in accordance with the provisions of Section 5.10.

     “Lender” shall have the meaning set forth in the first paragraph of this Credit Agreement.

     “Letters of Credit” shall mean (a) any letter of credit issued by the Issuing Lender pursuant to the terms hereof and (b) any Existing Letter of Credit, in each case as such letter of credit may be amended, modified, extended, renewed or replaced from time to time.

     “Letter of Credit Fee” shall have the meaning set forth in Section 2.6(b).

     “Leverage Ratio” shall mean the ratio of (i) Consolidated Funded Debt to (ii) Consolidated EBITDA.

     “LIBOR” shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the term “LIBOR” shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%). If, for any reason, neither of such rates is available, then “LIBOR” shall mean the rate per annum at which, as determined by the Administrative Agent, Dollars in an amount comparable to the Loans then requested are being offered to leading banks at approximately 11:00 A.M. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for settlement in immediately available funds by leading banks in the London interbank market for a period equal to the Interest Period selected.

     “LIBOR Lending Office” shall mean, initially, the office of each Lender designated as such Lender’s LIBOR Lending Office shown on Schedule 9.2; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and

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the Borrower as the office of such Lender at which the LIBOR Rate Loans of such Lender are to be made.

     “LIBOR Rate” shall mean a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

LIBOR Rate =	LIBOR
	1.00 - Eurodollar Reserve Percentage

     “LIBOR Rate Loan” shall mean Loans the rate of interest applicable to which is based on the LIBOR Rate.

     “Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing).

     “Loan” shall mean a Revolving Loan, a Swingline Loan and/or the Tranche B Term Loan, as appropriate.

     “LOC Commitment” shall mean the commitment of the Issuing Lender to issue Letters of Credit and with respect to each Lender that has a Revolving Commitment, the commitment of such Lender to purchase Participation Interests in the Letters of Credit up to such Lender’s LOC Committed Amount as specified in Schedule 2.1(a), as such amount may be reduced from time to time in accordance with the provisions hereof.

     “LOC Committed Amount” shall have the meaning set forth in Section 2.3(a).

     “LOC Documents” shall mean, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or (ii) any collateral security for such obligations.

     “LOC Obligations” shall mean, at any time, the sum of (i) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding (including any Existing Letters of Credit), assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (ii) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed.

     “Mandatory LOC Borrowing” shall have the meaning set forth in Section 2.3(e).

     “Mandatory Swingline Borrowing” shall have the meaning set forth in Section 2.4(b)(ii).

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     “Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property, assets or condition (financial or otherwise) of the Borrower or of the Credit Parties and their Subsidiaries taken as a whole, (b) the ability of the Borrower or of the Credit Parties and their Subsidiaries, taken as a whole, to perform its or their obligations, as applicable, when such obligations are required to be performed, under this Credit Agreement, any of the Notes or any other Credit Document or (c) the validity or enforceability of this Credit Agreement, any of the Notes or any of the other Credit Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

     “Material Contract” shall mean any contract, agreement, permit or license, written or oral, of the Credit Parties or any of their Subsidiaries the failure to comply with which could reasonably be expected to have a Material Adverse Effect.

     “Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

     “Maturity Date” shall mean (a) with respect to the Tranche B Term Loan, the Tranche B Term Loan Maturity Date and (b) with respect to the Revolving Loans and Swingline Loans, the Revolving Commitment Termination Date.

     “Mexico Acquisition” shall mean the acquisition of all of the outstanding Voting Stock of Building Systems de Mexico, S.A. de C.V. not owned by the Borrower on the date of this Agreement; provided that (i) no Default or Event of Default shall then exist or would exist after giving effect thereto, (ii) the Credit Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the acquisition on a pro forma basis, the Credit Parties are in compliance with each of the financial covenants set forth in Section 5.9 and (iii) the Administrative Agent, on behalf of the Lenders, shall have received a 65% (or such higher percentage that would not result in a material adverse tax consequence) pledge of the Capital Stock of Building Systems de Mexico, S.A. de C.V.

     “Moody’s” shall mean Moody’s Investors Service, Inc.

     “Multiemployer Plan” shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

     “Net Cash Proceeds” shall mean the aggregate cash proceeds received by the Borrower or any Subsidiary in respect of any Asset Disposition, Equity Issuance, Debt Issuance or Recovery Event, net of (a) direct costs (including, without limitation, legal, accounting and investment banking fees, and sales commissions, in each case payable to non-Affiliates) associated therewith, (b) amounts held in escrow to be applied as part of the purchase price of any Asset Disposition, (c) taxes paid or payable by a Credit Party as a result thereof, (d) the amount paid or payable in respect of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Credit Party Obligations) that is secured by a Lien

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on the asset in question, if any, to the extent required to be paid and (e) the amount of any reserve reasonably maintained by the Borrower and its Subsidiaries with respect to indemnification obligations owing pursuant to the definitive documentation pursuant to which such event is consummated (with any unused portion of such reserve to constitute Net Cash Proceeds on the date upon which the indemnification obligations terminate or such reserve is reduced other than in connection with a payment); it being understood that “Net Cash Proceeds” shall include, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received by the Borrower or any Subsidiary in any Asset Disposition, Equity Issuance, Debt Issuance or Recovery Event and any cash released from escrow as part of the purchase price in connection with any Asset Disposition.

     “Note” or “Notes” shall mean the Revolving Notes, the Swingline Note and/or the Tranche B Term Notes, collectively, separately or individually, as appropriate.

     “Notice of Borrowing” shall mean a request for a Revolving Loan borrowing pursuant to Section 2.1(b)(i) or a Swingline Loan borrowing pursuant to Section 2.4(b)(i), as appropriate. A Form of Notice of Borrowing is attached as Schedule 2.1(b)(i).

     “Notice of Conversion” shall mean the written notice of extension or conversion as referenced and defined in Section 2.10.

     “Obligations” shall mean, collectively, Loans and LOC Obligations.

     “Participant” shall have the meaning set forth in Section 9.6(b).

     “Participation Interest” shall mean a participation interest purchased by a Revolving Lender in LOC Obligations as provided in Section 2.3(c) and in Swingline Loans as provided in Section 2.4.

     “Patent Licenses” shall mean all agreements, whether written or oral, providing for the grant by or to a Person of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement.

     “Patents” shall mean all letters patent of the United States or any other country, now existing or hereafter arising, and all improvement patents, reissues, reexaminations, patents of additions, renewals and extensions thereof, including, without limitation, any thereof referred to in Schedule 3.16 to this Credit Agreement, and (ii) all applications for letters patent of the United States or any other country, now existing or hereafter arising, and all provisionals, divisions, continuations and continuations-in-part and substitutes thereof, including, without limitation, any thereof referred to in Schedule 3.16 to this Credit Agreement.

     “Patriot Act” shall have the meaning set forth in Section 9.18.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

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     “Permitted Acquisition” shall mean (a) the Mexico Acquisition and (b) an acquisition or any series of related acquisitions by a Credit Party of (i) all or substantially all of the assets or a majority of the outstanding Voting Stock or economic interests of a Person that is incorporated, formed or organized in the United States or (ii) any division, line of business or other business unit of a Person that is incorporated, formed or organized in the United States (such Person or such division, line of business or other business unit of such Person shall be referred to herein as the “Target”), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the Credit Parties and their Subsidiaries pursuant to Section 6.4 hereof, so long as (A) no Default or Event of Default shall then exist or would exist after giving effect thereto, (B) the Credit Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the acquisition on a pro forma basis, the Credit Parties are in compliance with each of the financial covenants set forth in Section 5.9 and (C) the Administrative Agent, on behalf of the Lenders, shall have received (or shall receive in connection with the closing of such acquisition) a first priority perfected security interest (subject to Permitted Liens) in all Collateral (including, without limitation, Capital Stock) acquired with respect to the Target in accordance with the terms of Sections 5.10 and 5.12 and the Target, if a Person, shall have executed a Joinder Agreement in accordance with the terms of Section 5.10.

     “Permitted Investments” shall mean:

     (i) cash and Cash Equivalents;

     (ii) Investments set forth on Schedule 1.1(c);

     (iii) receivables owing to the Credit Parties or any of their Subsidiaries or any receivables and advances to suppliers, in each case if created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

     (iv) Investments in and loans to any Credit Party by any other Credit Party;

     (v) loans to employees and advances to employees and directors (to the extent such advances to directors comply with the Sarbanes-Oxley Act of 2002) in an aggregate amount not to exceed $1,000,000 at any time outstanding;

     (vi) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

     (vii) Investments, acquisitions or transactions permitted under Section 6.5(b); and

     (viii) additional loan advances and/or Investments in an aggregate amount not to exceed $10,000,000 at any time outstanding.

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     “Permitted Liens” shall mean:

     (i) Liens created by or otherwise existing under or in connection with this Credit Agreement or the other Credit Documents in favor of the Lenders;

     (ii) Liens in favor of a Hedging Agreement Provider in connection with a Secured Hedging Agreement, but only if such Hedging Agreement Provider and the Administrative Agent, on behalf of the Lenders, shall share pari passu in the collateral subject to such Liens;

     (iii) Liens securing purchase money indebtedness and Capital Lease Obligations (and refinancings thereof) to the extent permitted under Section 6.1(c); provided, that (A) any such Lien attaches to such property concurrently with or within 30 days after the acquisition thereof and (B) such Lien attaches solely to the property so acquired in such transaction;

     (iv) Liens for taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace (not to exceed 60 days), if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP (or, in the case of Subsidiaries with significant operations outside of the United States of America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation);

     (v) statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;

     (vi) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

     (vii) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

     (viii) easements, rights of way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

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     (ix) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property);

     (x) Liens on the assets of any entity existing at the time such assets are acquired by the Borrower or any Subsidiary, whether by merger, consolidation, purchase of assets or otherwise so long as (i) such Liens (A) are not created, incurred or assumed in contemplation of such assets being acquired by the Borrower or any Subsidiary, and (B) do not extend to any other assets of the Borrower or any Subsidiary; and (ii) the amount of Indebtedness secured by all such Liens shall not exceed $15,000,000 in aggregate principal amount at any time; and

     (xi) Liens existing on the Closing Date and set forth on Schedule 1.1(d); provided that no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and improvements thereon and (b) the principal amount of the Indebtedness secured by such Lien shall not be increased.

     “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

     “Plan” shall mean, at any particular time, any employee benefit plan which is covered by Title IV of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

     “Pledge Agreement” shall mean the Pledge Agreement dated as of the Closing Date given by the Borrower and the Guarantors to the Administrative Agent, for the benefit of the Lenders, as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

     “Prime Rate” shall have the meaning set forth in the definition of Alternate Base Rate.

     “Purchasing Lenders” shall have the meaning set forth in Section 9.6(c).

     “Recovery Event” shall mean the receipt by the Credit Parties or any of their Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property or assets other than obsolete property or assets no longer used or useful in the business of the Credit Parties or any of their Subsidiaries.

     “Redeemable Stock” shall mean any Capital Stock of the Borrower or any of its Subsidiaries which prior to the date which is six months after the Tranche B Term Loan Maturity

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Date may be (a) mandatorily redeemable, (b) redeemable at the option of the holder thereof or (c) convertible into Indebtedness.

     “Register” shall have the meaning set forth in Section 9.6(d).

     “Reimbursement Obligation” shall mean the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 2.3(d) for amounts drawn under Letters of Credit.

     “Reorganization” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of ERISA.

     “Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day notice period is waived under PBGC Reg. §4043.

     “Required Lenders” shall mean Lenders holding in the aggregate more than 50% of the sum of (i) all Revolving Loans and LOC Obligations then outstanding at such time plus the aggregate unused Revolving Commitments at such time (treating for purposes hereof in the case of LOC Obligations, in the case of the Issuing Lender and the Swingline Lender, only the portion of the LOC Obligations of the Issuing Lender and Swingline Loans of the Swingline Lender which are not subject to the Participation Interests of the other Lenders and, in the case of the Lenders other than the Issuing Lender and the Swingline Lender, the Participation Interests of such Lenders in LOC Obligations and the Swingline Loans hereunder as direct Obligations) and (ii) the principal amount of the Tranche B Term Loan then outstanding at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, Obligations (including Participation Interests) owing to such Defaulting Lender and such Defaulting Lender’s Commitments, or after termination of the Commitments, the principal balance of the Obligations owing to such Defaulting Lender.

     “Requirement of Law” shall mean, as to any Person, the Certificate of Incorporation and By-laws or other organizational or governing documents of such Person, and each law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

     “Responsible Officer” shall mean, as to (a) the Borrower, the chief executive officer, president, the chief financial officer or treasurer or (b) any other Credit Party, any duly authorized officer thereof.

     “Restricted Payment” shall mean (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of a Credit Party, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Credit Parties or any of their Subsidiaries, now or hereafter outstanding, (c) any payment made to retire,

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or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Credit Parties or any of their Subsidiaries, now or hereafter outstanding (excluding any stock appreciation payments or payments in lieu of issuance of Capital Stock made pursuant to the Borrower’s 2003 Long-Term Stock Incentive Plan, as may be amended, modified or supplemented from time to time), (d) any payment, prepayment, redemption or similar payment with respect to the Subordinated Debt of any Credit Party or any of its Subsidiaries and (e) the payment by any Credit Party of any management or consulting fee to any Person or of any salary, bonus or other form of compensation to any Person who is directly or indirectly a significant partner, shareholder, owner or executive officer of any such Person, to the extent such salary, bonus or other form of compensation is not included in the corporate overhead of such Credit Party.

     “Revolving Commitment” shall mean, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans in an aggregate principal amount at any time outstanding up to an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount.

     “Revolving Commitment Percentage” shall mean, for each Revolving Lender, the percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a) or in the Register, as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c).

     “Revolving Commitment Termination Date” shall mean the date that is five (5) years from the Closing Date.

     “Revolving Committed Amount” shall have the meaning set forth in Section 2.1(a).

     “Revolving Lender” shall mean, as of any date of determination, a Lender holding a Revolving Commitment on such date.

     “Revolving Loan” shall have the meaning set forth in Section 2.1.

     “Revolving Note” or “Revolving Notes” shall mean the promissory notes of the Borrower provided pursuant to Section 2.1(e) in favor of each of the Revolving Lenders evidencing the Revolving Loans, individually or collectively, as appropriate, as such promissory notes may be amended, modified, restated, supplemented, extended, renewed or replaced from time to time.

     “S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

     “Secured Hedging Agreement” shall mean any Hedging Agreement between a Credit Party and a Hedging Agreement Provider, as amended, modified, supplemented, extended or restated from time to time.

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     “Security Agreement” shall mean the Security Agreement dated as of the Closing Date given by the Borrower and the Guarantors to the Administrative Agent, for the benefit of the Lenders, as amended, modified or supplemented from time to time in accordance with its terms.

     “Security Documents” shall mean the Security Agreement, the Pledge Agreement and such other documents, agreements and instruments executed and delivered and/or filed in connection with the attachment and perfection of the Administrative Agent’s security interests and liens arising thereunder, including, without limitation, UCC financing statements and patent, trademark and copyright filings.

     “Senior Funded Debt” shall mean, as of any date of determination, with respect to any Person, all Consolidated Funded Debt (including, without limitation, the Obligations hereunder) that is not subordinated in right of payment to the Credit Party Obligations.

     “Senior Leverage Ratio” shall mean the ratio of (i) Senior Funded Debt to (ii) Consolidated EBITDA.

     “Senior Subordinated Notes” shall mean the Indebtedness of the Borrower, issued pursuant to that certain Indenture, dated as of May 5, 1999, by and between the Borrower and The Bank of New York (as successor in interest to Harris Trust Company of New York), and maturing May 5, 2009.

     “Single Employer Plan” shall mean any Plan that is not a Multiemployer Plan.

     “Specified Sales” shall mean (a) the sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business and (b) the sale, transfer or other disposition of cash or Cash Equivalents into cash or other Cash Equivalents.

     “Subordinated Debt” shall mean any Indebtedness incurred by any Credit Party which by its terms is specifically subordinated in right of payment to the prior payment of the Credit Party Obligations and contains subordination and other terms acceptable to the Administrative Agent, including, without limitation, the debt evidenced by the Senior Subordinated Notes.

     “Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Credit Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

     “Swingline Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding up to the Swingline Committed Amount, and the commitment of the Revolving Lenders to purchase participation

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interests in the Swingline Loans as provided in Section 2.4(b)(ii), as such amounts may be reduced from time to time in accordance with the provisions hereof.

     “Swingline Committed Amount” shall mean the amount of the Swingline Lender’s Swingline Commitment as specified in Section 2.4(a).

     “Swingline Lender” shall mean Wachovia and any successor swingline lender.

     “Swingline Loan” shall have the meaning set forth in Section 2.4(a).

     “Swingline Note” shall mean the promissory note of the Borrower in favor of the Swingline Lender evidencing the Swingline Loans provided pursuant to Section 2.4(d), as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time.

     “Syndication Agent” shall have the meaning set forth in the first paragraph of this Credit Agreement and any successors in such capacity.

     “Synthetic Lease Obligation” shall mean the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

     “Tax Exempt Certificate” shall have the meaning set forth in Section 2.18.

     “Taxes” shall have the meaning set forth in Section 2.18.

     “Term Loan Lender” shall mean, as of any date of determination, any Lender that holds a portion of the outstanding Tranche B Term Loan on such date.

     “Ticking Fee” shall have the meaning set forth in Section 2.6(e).

     “Ticking Fee Payment Date” shall have the meaning set forth in Section 2.6(e).

     “Trademark License” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right to use any Trademark, including, without limitation, any thereof referred to in Schedule 3.16 to this Credit Agreement.

     “Trademarks” shall mean all trademarks, trade names, corporate names, company names, business names, fictitious business names, service marks, elements of package or trade dress of goods or services, logos and other source or business identifiers, together with the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including, without limitation,

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any thereof referred to in Schedule 3.16 to this Credit Agreement, and (ii) all renewals thereof including, without limitation, any thereof referred to in Schedule 3.16.

     “Tranche” shall mean the collective reference to (a) LIBOR Rate Loans whose Interest Periods begin and end on the same day and (b) Alternate Base Rate Loans made on the same day. A Tranche with respect to LIBOR Rate Loans may sometimes be referred to as a “Eurodollar Tranche”.

     “Tranche B Term Loan” shall have the meaning set forth in Section 2.2(a).

     “Tranche B Term Loan Commitment” shall mean, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make its portion of the Tranche B Term Loan in a principal amount equal to such Term Loan Lender’s Tranche B Term Loan Commitment Percentage of the Tranche B Term Loan Committed Amount (and for purposes of making determinations of Required Lenders hereunder after the Closing Date, the principal amount outstanding on the Tranche B Term Loan).

     “Tranche B Term Loan Commitment Percentage” shall mean, for any Term Loan Lender, the percentage identified as its Tranche B Term Loan Commitment Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6.

     “Tranche B Term Loan Committed Amount” shall have the meaning set forth in Section 2.2(a).

     “Tranche B Term Loan Funding Date” shall mean the date upon which all the conditions precedent to the funding of the Tranche B Term Loans (including, without limitation, the requirements set forth in Sections 2.2, 4.1 and 4.3) shall have been satisfied; provided, that the Tranche B Term Loan Funding Date shall occur no later than sixty (60) days after the Closing Date.

     “Tranche B Term Loan Maturity Date” shall mean the date that is six (6) years from the Closing Date.

     “Tranche B Term Note” or “Tranche B Term Notes” shall mean the promissory notes of the Borrower in favor of each of the Term Loan Lenders evidencing the portion of the Tranche B Term Loan provided pursuant to Section 2.2(d), individually or collectively, as appropriate, as such promissory notes may be amended, modified, restated, supplemented, extended, renewed or replaced from time to time.

     “Transfer Effective Date” shall have the meaning set forth in each Commitment Transfer Supplement.

     “Type” shall mean, as to any Loan, its nature as an Alternate Base Rate Loan or LIBOR Rate Loan, as the case may be.

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     “Voting Stock” shall mean, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote may be or have been suspended by the happening of such a contingency.

     “Wachovia” shall mean Wachovia Bank, National Association, a national banking association.

     “Working Capital” shall mean, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the remainder of (a) accounts receivable, inventory and prepaid expenses minus (b) accounts payable and other accrued expenses including compensation, benefits and taxes.

     Section 1.2 Other Definitional Provisions.

     (a) Unless otherwise specified therein, all terms defined in this Credit Agreement shall have the defined meanings when used in the Notes or other Credit Documents or any certificate or other document made or delivered pursuant hereto.

     (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Credit Agreement shall refer to this Credit Agreement as a whole and not to any particular provision of this Credit Agreement, and Section, subsection, Schedule and Exhibit references are to this Credit Agreement unless otherwise specified.

     (c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

     Section 1.3 Accounting Terms.

     Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent with the most recent audited Consolidated financial statements of the Borrower delivered to the Administrative Agent; provided that, if the Borrower notifies the Administrative Agent that it wishes to amend any covenant in Section 5.9 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.9 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

     The Borrower shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Section 5.1, (i) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those

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applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in accordance with the provisions above and (ii) a reasonable estimate of the effect on the financial statements on account of such changes in application.

     For purposes of computing the financial covenants set forth in Section 5.9 for any applicable test period, any Permitted Acquisition or permitted sale of assets (including a stock sale) shall have been deemed to have taken place as of the first day of such applicable test period.

     Section 1.4 Time References.

     Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE II

THE LOANS; AMOUNT AND TERMS

     Section 2.1 Revolving Loans.

     (a) Revolving Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time for the purposes hereinafter set forth; provided, however, that (i) with regard to each Revolving Lender individually, the sum of such Revolving Lender’s share of outstanding Revolving Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding Swingline Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding LOC Obligations (after giving effect to the concurrent reduction, if any, in outstanding Swingline Loans and/or outstanding LOC Obligations to be effected by application of the proceeds of Revolving Loans) shall not exceed such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount and (ii) with regard to the Revolving Lenders collectively, the sum of the aggregate amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations (after giving effect to the concurrent reduction, if any, in outstanding Swingline Loans and/or outstanding LOC Obligations to be effected by application of the proceeds of Revolving Loans) shall not exceed the Revolving Committed Amount then in effect. For purposes hereof, the aggregate amount available hereunder shall be ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) (as such aggregate maximum amount may be reduced from time to time as provided in Section 2.7, the “Revolving Committed Amount”). Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, the Revolving Loans made on the Closing Date and on the two Business Days immediately following the Closing Date shall bear interest at the Alternate

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Base Rate. LIBOR Rate Loans shall be made by each Revolving Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office.

     (b) Revolving Loan Borrowings.

     (i) Notice of Borrowing. The Borrower may request a Revolving Loan borrowing by delivering a written Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. on the date of the requested borrowing in the case of Alternate Base Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans. Each such Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate Loans are requested, the Interest Period(s) therefor. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

     (ii) Minimum Amounts. Each Revolving Loan that is made as an Alternate Base Rate Loan shall be in a minimum aggregate amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining amount of the Revolving Committed Amount, if less) other than with respect to payments of reimbursement obligations in accordance with Section 2.3(d) and with respect to repayments of Swingline Loans in accordance with Section 2.4(b)(ii), each of which may be in the amount of the reimbursement obligation being paid or of Swingline Loan being repaid. Each Revolving Loan that is made as a LIBOR Rate Loan shall be in a minimum aggregate amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Revolving Committed Amount, if less).

     (iii) Advances. Each Revolving Lender will make its Revolving Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, upon reasonable advance notice by 1:00 P.M. on the date specified in the applicable Notice of Borrowing, in Dollars and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office with

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the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.

     (c) Repayment. The principal amount of all Revolving Loans shall be due and payable in full on the Revolving Commitment Termination Date, unless accelerated sooner pursuant to Section 7.2.

     (d) Interest. Subject to the provisions of Section 2.9(b), Revolving Loans shall bear interest as follows:

     (i) Alternate Base Rate Loans. During such periods as Revolving Loans shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Percentage; and

     (ii) LIBOR Rate Loans. During such periods as Revolving Loans shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Percentage.

     Interest on Revolving Loans shall be payable in arrears on each Interest Payment Date.

     (e) Revolving Notes. The Borrower’s obligation to pay each Revolving Lender’s Revolving Loans shall be evidenced, upon such Revolving Lender’s request, by a Revolving Note made payable to such Lender in substantially the form of Schedule 2.1(e).

     Section 2.2 Tranche B Term Loan.

     (a) Tranche B Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally agrees to make available to the Borrower on the Tranche B Term Loan Funding Date such Term Loan Lender’s Tranche B Term Loan Commitment Percentage of a term loan in Dollars (the “Tranche B Term Loan”) in the aggregate principal amount of TWO HUNDRED MILLION DOLLARS ($200,000,000) (the “Tranche B Term Loan Committed Amount”) for the purposes hereinafter set forth. The Tranche B Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request. LIBOR Rate Loans shall be made by each Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the Tranche B Term Loan may not be reborrowed.

     (b) Repayment of Tranche B Term Loan. The principal amount of the Tranche B Term Loan shall be repaid in twenty-four (24) consecutive quarterly installments (as reduced pursuant to Section 2.8) as follows:

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Principal Amortization	Tranche B Term Loan
Payment Date	Principal Amortization Payment
November 1, 2004	$500,000
February 1, 2005	$500,000
May 1, 2005	$500,000
August 1, 2005	$500,000
November 1, 2005	$500,000
February 1, 2006	$500,000
May 1, 2006	$500,000
August 1, 2006	$500,000
November 1, 2006	$500,000
February 1, 2007	$500,000
May 1, 2007	$500,000
August 1, 2007	$500,000
November 1, 2007	$500,000
February 1, 2008	$500,000
May 1, 2008	$500,000
August 1, 2008	$500,000
November 1, 2008	$500,000
February 1, 2009	$500,000
May 1, 2009	$500,000
August 1, 2009	$500,000
November 1, 2009	$500,000
February 1, 2010	$500,000
May 1, 2010	$500,000
Tranche B Term Loan Maturity Date	$188,500,000 or the remaining principal amount of the Tranche B Term Loan

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     (c) Interest on the Tranche B Term Loan. Subject to the provisions of Section 2.9, the Tranche B Term Loan shall bear interest as follows:

     (i) Alternate Base Rate Loans. During such periods as the Tranche B Term Loan shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Percentage; and

     (ii) LIBOR Rate Loans. During such periods as the Tranche B Term Loan shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Percentage.

     Interest on the Tranche B Term Loan shall be payable in arrears on each Interest Payment Date.

     (d) Tranche B Term Notes. The Borrower’s obligation to pay each Term Loan Lender’s Tranche B Term Loan shall be evidenced, upon such Term Loan Lender’s request, by a Tranche B Term Note made payable to such Lender in substantially the form of Schedule 2.2(d).

     Section 2.3 Letter of Credit Subfacility.

     (a) Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed TWENTY MILLION DOLLARS ($20,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) all Letters of Credit shall be denominated in U.S. Dollars and (iv) Letters of Credit shall be issued for any lawful corporate purposes, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit (other than the Existing Letters of Credit) may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC

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Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. Notwithstanding any term in this Credit Agreement or in the LOC Documents to the contrary, the Existing Letters of Credit shall not be renewed or extended beyond the applicable expiration dates in effect on the Closing Date.

     (b) Notice and Reports. The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at least five (5) Business Days prior to the requested date of issuance. The Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the Revolving Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. The Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit. The Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and extent of LOC Obligations then outstanding.

     (c) Participations. Each Revolving Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and (ii) upon issuance of any other Letter of Credit (or upon a Person becoming a Revolving Lender hereunder), shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Issuing Lender of an unreimbursed drawing pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

     (d) Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Borrower and the Administrative Agent. The

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Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the ABR Default Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Revolving Lender from the Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the day such notice is received. If such Revolving Lender does not pay such amount to the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

     (e) Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Revolving Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory LOC Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Revolving Lender’s respective Revolving Commitment Percentage (determined before

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giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans on the day such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the day such notice is received, in each case notwithstanding (i) the amount of Mandatory LOC Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Revolving Lender hereby agrees that it shall forthwith fund (as of the date the Mandatory LOC Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests in the outstanding LOC Obligations; provided, further, that in the event any Revolving Lender shall fail to fund its Participation Interest on the day the Mandatory LOC Borrowing would otherwise have occurred, then the amount of such Revolving Lender’s unfunded Participation Interest therein shall bear interest payable by such Revolving Lender to the Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

     (f) Modification, Extension. The issuance of any supplement, modification, amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

     (g) Uniform Customs and Practices. The Issuing Lender shall have the Letters of Credit be subject to The Uniform Customs and Practice for Documentary Credits, as published as of the date of issue by the International Chamber of Commerce (the “UCP”), in which case the UCP may be incorporated therein and deemed in all respects to be a part thereof.

     (h) Designation of Subsidiaries as Account Parties. Notwithstanding anything to the contrary set forth in this Agreement, including without limitation Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided that, notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.

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     (i) Repayment in Respect of Participation Interests. At any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any Lender such Lender’s funded Participation Interest in such LOC Obligations in accordance with Section 2.3(e), if the Administrative Agent receives for the account of the Issuing Lender from the Borrower any payment in respect of such LOC Obligations, the Administrative Agent will distribute to such Lender its pro rata share of such payment made by the Borrower based on such Lender’s Revolving Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s payment on its Participation Interest was outstanding) in the same funds as those received by the Administrative Agent.

     Section 2.4 Swingline Loan Subfacility.

     (a) Swingline Commitment. During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender, in its individual capacity, agrees to make certain revolving credit loans to the Borrower (each a “Swingline Loan” and, collectively, the “Swingline Loans”) for the purposes hereinafter set forth; provided, however, (i) the aggregate amount of Swingline Loans outstanding at any time shall not exceed TEN MILLION DOLLARS ($10,000,000) (the “Swingline Committed Amount”), and (ii) the sum of the outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount. Swingline Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof.

     (b) Swingline Loan Borrowings.

     (i) Notice of Borrowing and Disbursement. The Swingline Lender will make Swingline Loans available to the Borrower on any Business Day upon delivery of a Notice of Borrowing by the Borrower to the Administrative Agent not later than 2:00 P.M. on such Business Day. Swingline Loan borrowings hereunder shall be made in minimum amounts of $100,000 and in integral amounts of $100,000 in excess thereof.

     (ii) Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the Revolving Commitment Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Loan borrowing, in which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the amount of such Swingline Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Revolving Commitment Termination Date, (B) the occurrence of any Bankruptcy Event, (C) upon acceleration of the Credit Party Obligations hereunder, whether on account of a Bankruptcy Event or any other Event of Default, and (D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such

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Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (2) whether any conditions specified in Section 4.2 are then satisfied, (3) whether a Default or an Event of Default then exists, (4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (5) the date of such Mandatory Swingline Borrowing, or (6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

     (c) Interest on Swingline Loans. Subject to the provisions of Section 2.9(b), Swingline Loans shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage for Revolving Loans that are Alternate Base Rate Loans. Interest on Swingline Loans shall be payable in arrears on each Interest Payment Date.

     (d) Swingline Note. The Swingline Loans shall be evidenced by a duly executed promissory note of the Borrower to the Swingline Lender in the original amount of the Swingline Committed Amount and substantially in the form of Schedule 2.4(d).

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     (e) Repayments of Participations. At any time after any Lender has purchased and funded a risk participation in a Swingline Loan in accordance with clause (b) above, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Lender its pro rata share (based on its Revolving Commitment Percentage) of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swingline Lender

     Section 2.5 Incremental Facility.

     Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time, to incur additional Indebtedness under this Credit Agreement in the form of one or more additional term loan facilities (each an “Incremental Facility”) by an aggregate amount of up to $100,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Loans on a pari passu basis, (b) the interest rate margin applicable to such Incremental Facility shall be the Applicable Percentage for the Tranche B Term Loan (c) the weighted average life and final maturity applicable to any such Incremental Facility shall be determined at the time such Incremental Facility is made available (provided that (i) such Incremental Facility shall mature no earlier than the Tranche B Term Loan Maturity Date and (ii) no greater than 5% of the Incremental Facility shall amortize prior to the date that is one year before the Tranche B Term Loan Maturity Date), (d) any such Incremental Facility shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (e) any such Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (f) any such Incremental Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, (g) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. Participation in any such Incremental Facility hereunder shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of such Incremental Facility. If the amount of the Incremental Facility requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. The Administrative Agent is authorized to enter into, on

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behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Facility therein.

     Section 2.6 Fees.

     (a) Commitment Fee. In consideration of the Revolving Commitment, the Borrower agrees to pay to the Administrative Agent, for the ratable benefit of the Revolving Lenders, a commitment fee (the “Commitment Fee”) in an amount equal to the Applicable Percentage per annum on the average daily unused amount of the Revolving Committed Amount. For purposes of computation of the Commitment Fee, LOC Obligations shall be considered usage but Swingline Loans shall not be considered usage of the Revolving Committed Amount. The Commitment Fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter.

     (b) Letter of Credit Fees. In consideration of the LOC Commitments, the Borrower agrees to pay to the Administrative Agent, for the ratable benefit of the Revolving Lenders, a fee (the “Letter of Credit Fee”) equal to the Applicable Percentage for Revolving Loans that are LIBOR Rate Loans per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration. In addition to such Letter of Credit Fee, the Borrower agrees to pay to the Issuing Lender, for its own account without sharing by the other Lenders, an additional fronting fee (the “Fronting Fee”) of one-eighth of one percent (0.125%) per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it. The Letter of Credit Fee and the Fronting Fee shall each be payable quarterly in arrears on the last Business Day of each calendar quarter.

     (c) Issuing Lender Fees. In addition to the Letter of Credit Fees and Fronting Fees payable pursuant to subsection (b) hereof, the Borrower shall pay to the Issuing Lender for its own account without sharing by the other Lenders the reasonable and customary charges from time to time of the Issuing Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the “Issuing Lender Fees”).

     (d) Administrative Fee. The Borrower agrees to pay to the Administrative Agent the annual administrative fee as described in the Fee Letter.

     (e) Ticking Fee. The Borrower agrees to pay to the Administrative Agent, for the pro rata benefit of the Term Loan Lenders, a ticking fee (the “Ticking Fee”) in an amount equal to 0.375% per annum on the aggregate amount of the Tranche B Term Loan Committed Amount (computed on the basis of the actual number of days elapsed over a 360-day year), which Ticking Fee shall accrue from the Closing Date to, and shall be payable in full to the Administrative Agent on, the earlier to occur of (i) the Tranche B Term Loan Funding Date and (ii) sixty (60) days after the Closing Date, regardless of whether the Tranche B Term Loan Funding Date actually occurs (the “Ticking Fee Payment Date”). With respect to any Person that becomes a Term Loan Lender in

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connection with the primary syndication of the Tranche B Term Loan, such Term Loan Lender shall be entitled to receive its pro rata share of the Ticking Fee for the period (A) from the Closing Date to the Ticking Fee Payment Date if such Person executes and delivers to the Administrative Agent a forward purchase confirmation, in form and substance satisfactory to the Administrative Agent, within seven (7) Business Days following the Closing Date, or (B) from the date such Person executes and delivers to the Administrative Agent a forward purchase confirmation (to the extent delivered on or after the eighth (8^th) Business Day following the Closing Date), in form and substance satisfactory to the Administrative Agent, to the Ticking Fee Payment Date.

     Section 2.7 Commitment Reductions.

     (a) Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the then outstanding aggregate principal amount of the outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect.

     (b) Maturity Date. The Revolving Commitment, the LOC Commitment and the Swingline Commitment shall automatically terminate on the Revolving Commitment Termination Date, unless terminated sooner pursuant to Section 7.2.

     Section 2.8 Prepayments.

     (a) Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of LIBOR Rate Loans shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans and/or a Swingline Loan shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three (3) Business Days’ irrevocable notice in the case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Tranche B Term Loans, amounts prepaid under this Section 2.8(a) shall be applied, first, to the immediately next-following four scheduled installments of principal payable with respect to the Tranche B Term Loans, in the order of their maturity, then to the remaining scheduled installments of principal payable with respect to the Tranche B Term Loans, in the inverse order of maturity, each

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such application to be made, first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Tranche B Term Loan may not be reborrowed.

     (b) Mandatory Prepayments.

     (i) Revolving Committed Amount. If at any time after the Closing Date, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall exceed the Revolving Committed Amount then in effect, the Borrower immediately shall prepay the Revolving Loans and Swingline Loans and (after all Revolving Loans and Swingline Loans have been repaid) cash collateralize the LOC Obligations in an amount sufficient to eliminate such excess.

     (ii) Excess Cash Flow. Within ninety (90) days after the end of each fiscal year (commencing with the fiscal year ending October 29, 2005), the Borrower shall prepay the Loans and/or cash collateralize the LOC Obligations in an amount equal to the sum of (A) 50% of the Excess Cash Flow earned during such prior fiscal year minus (B) the aggregate amount of voluntary prepayments of the Term Loans made during such prior fiscal year pursuant to Section 2.8(a); provided, that if the Leverage Ratio is less than or equal to 2.50 to 1.0 as of the end of any fiscal year, the Borrower shall not be required to prepay the Loans and/or cash collateralize the LOC Obligations on account of the Excess Cash Flow earned during such prior fiscal year. Any payments of Excess Cash Flow shall be applied as set forth in clause (vii) below.

     (iii) Asset Dispositions. Promptly following any Asset Disposition (or related series of Asset Dispositions), the Borrower shall prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause (vii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of Asset Dispositions in any fiscal year is equal to or greater than $250,000 and (B) to the extent the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire fixed or capital assets (including fixed or capital assets acquired by reason of a Permitted Acquisition) which will become Collateral in replacement of the disposed assets within 180 days of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not

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reinvested within such 180 day period shall be applied to repay the Loans and/or cash collateralize the LOC Obligations immediately thereafter.

     (iv) Debt Issuances. Immediately upon receipt by any Credit Party or any of its Subsidiaries of proceeds from any Debt Issuance, the Borrower shall prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Debt Issuance (such prepayment to be applied as set forth in clause (vii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to finance a Permitted Acquisition within 90 days (provided that (A) if during such 90 day period any Credit Party enters into a definitive purchase agreement or binding letter of intent with respect to a Permitted Acquisition and (B) if the Leverage Ratio as of the most recent fiscal quarter ended prior to such Debt Issuance is less than 3.0 to 1.0, then within 180 days) of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not used in connection with a Permitted Acquisition within such period shall be applied to repay the Loans and/or cash collateralize the LOC Obligations immediately thereafter.

     (v) Issuances of Equity. Immediately upon receipt by any Credit Party or any of its Subsidiaries of proceeds from any Equity Issuance, the Borrower shall prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to 50% of the Net Cash Proceeds of such Equity Issuance (such prepayment to be applied as set forth in clause (vii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to finance a Permitted Acquisition within 90 days (provided that (A) if during such 90 day period any Credit Party enters into a definitive purchase agreement or binding letter of intent with respect to a Permitted Acquisition and (B) if the Leverage Ratio as of the most recent fiscal quarter ended prior to such Equity Issuance is less than 3.0 to 1.0, then within 180 days) of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not used in connection with a Permitted Acquisition within such period shall be applied to repay the Loans and/or cash collateralize the LOC Obligations immediately thereafter.

     (vi) Recovery Event. To the extent Net Cash Proceeds received in connection with any Recovery Event are not used to acquire fixed or capital assets in replacement of the assets subject to such Recovery Event within 180 days of the receipt of such Net Cash Proceeds, immediately following the 180th day occurring after the receipt of such Net Cash Proceeds, the Borrower shall prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds not so used (such prepayment to be applied as set forth in clause (vii) below); provided that the Net Cash Proceeds from Recovery Events in any fiscal year shall not be required to be

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so applied until the aggregate amount of such Net Cash Proceeds is equal to or greater than $250,000.

     (vii) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), (1) first to the outstanding Swingline Loans, (2) second to the outstanding Revolving Loans and (3) third, to a cash collateral account in respect of LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (vi), (1) first to the Tranche B Term Loan (pro rata to the remaining amortization payments set forth in Section 2.2(b)); (2) second to outstanding Swingline Loans (without a corresponding permanent reduction in the Revolving Committed Amount), (3) third to the outstanding Revolving Loans (without a corresponding permanent reduction in the Revolving Committed Amount) and (4) fourth to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(b) shall be subject to Section 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment.

     (c) Hedging Obligations Unaffected. Any repayment or prepayment made pursuant to this Section 2.8 shall not affect the Borrower’s obligation to continue to make payments under any Secured Hedging Agreement, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such Secured Hedging Agreement.

     Section 2.9 Default Rate and Payment Dates.

     (a) If all or a portion of the principal amount of any Loan which is a LIBOR Rate Loan shall not be paid when due or continued as a LIBOR Rate Loan in accordance with the provisions of Section 2.10 (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount of such Loan shall be converted to an Alternate Base Rate Loan at the end of the Interest Period applicable thereto.

     (b) (i) If all or a portion of the principal amount of any LIBOR Rate Loan shall not be paid when due, such overdue amount shall bear interest at a rate per annum which is equal to the rate that would otherwise be applicable thereto plus 2%, until the end of the Interest Period applicable thereto, and thereafter at a rate per annum which is equal to the Alternate Base Rate plus the sum of the Applicable Percentage then in effect for Alternate Base Rate Loans and 2% (the “ABR Default Rate”) or (ii) if any interest payable on the principal amount of any Loan or any fee or other amount, including the principal amount of any Alternate Base Rate Loan, payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is equal to the ABR Default Rate, in each case from the date of such non-payment until such amount is paid in full (after as

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well as before judgment). Furthermore, upon the occurrence, and during the continuance, of any Event of Default hereunder, at the option of the Required Lenders, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate which is (A) in the case of principal, the rate that would otherwise be applicable thereto plus 2% or (B) in the case of interest, fees or other amounts, the ABR Default Rate (after as well as before judgment).

     (c) Interest on each Loan shall be payable in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (b) of this Section 2.9 shall be payable from time to time on demand.

     Section 2.10 Conversion Options.

     (a) The Borrower may, in the case of the Revolving Loans and the Tranche B Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. In addition, the Borrower may elect from time to time to convert LIBOR Rate Loans to Alternate Base Rate Loans by giving the Administrative Agent irrevocable written notice by 11:00 A.M. one Business Date prior to the proposed date of conversion. A form of Notice of Conversion is attached as Schedule 2.10. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. LIBOR Rate Loans may only be converted to alternate Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan.

     (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.10(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

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     Section 2.11 Computation of Interest and Fees.

     (a) Interest payable hereunder with respect to any Alternate Base Rate Loan based on the Prime Rate shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change.

     (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the computations used by the Administrative Agent in determining any interest rate.

     (c) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law,

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be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

     Section 2.12 Pro Rata Treatment and Payments.

     (a) Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.6, second, except as set forth in Section 2.8(a), to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees and the Issuing Lender Fees). Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans and on the Tranche B Term Loan shall be applied to such Loans as directed by the Borrower or otherwise applied in accordance with the terms of Section 2.8(a) hereof. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.8(a); provided, that prepayments made pursuant to Section 2.17 shall be applied in accordance with such Section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.8(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. on the date when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

     (b) Allocation of Payments After Exercise of Remedies. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the exercise of remedies (other than the invocation of default interest pursuant to Section 2.9(b) by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of all contingent liabilities under Letters of Credit) shall automatically become due and

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payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows:

     FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents;

     SECOND, to the payment of any fees owed to the Administrative Agent;

     THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender;

     FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, including, with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon;

     FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and the payment or cash collateralization of the outstanding LOC Obligations, including, with respect to any Secured Hedging Agreement, any breakage, termination or other payments due under such Hedging Agreement and any interest accrued thereon;

     SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

     SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders and any Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and obligations payable under all Secured Hedging Agreements) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit,

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such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.12(b). Notwithstanding the foregoing terms of this Section 2.12(b), only Collateral proceeds and payments under the Guaranty shall be applied to obligations under any Secured Hedging Agreement.

     Section 2.13 Non-Receipt of Funds by the Administrative Agent.

     (a) Unless the Administrative Agent shall have been notified in writing by a Lender prior to the date a Loan is to be made by such Lender (which notice shall be effective upon receipt) that such Lender does not intend to make the proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Administrative Agent on such date, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Effective Funds Rate.

     (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest on such amount in respect of each day from the date such amount was made available by the Administrative Agent to such Lender to the date such amount is recovered by the Administrative Agent at a per annum rate equal to the Federal Funds Effective Rate.

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     (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount owing under this Section 2.13 shall be conclusive in the absence of manifest error.

     Section 2.14 Inability to Determine Interest Rate.

     Notwithstanding any other provision of this Credit Agreement, if (i) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period, or (ii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected.

     Section 2.15 Illegality.

     Notwithstanding any other provision of this Credit Agreement, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by the relevant Governmental Authority to any Lender shall make it unlawful for such Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans as contemplated by this Credit Agreement or to obtain in the interbank eurodollar market through its LIBOR Lending Office the funds with which to make such Loans, (a) such Lender shall promptly notify the Administrative Agent and the Borrower thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended until the Administrative Agent shall give notice that the condition or situation which gave rise to the suspension shall no longer exist, and (c) such Lender’s Loans then outstanding as LIBOR Rate Loans, if any, shall be converted on the last day of the Interest Period for such Loans or within such earlier period as required by law as Alternate Base Rate Loans. The Borrower hereby agrees promptly to pay any Lender, upon its demand, any additional amounts necessary to compensate such Lender for actual and direct costs (but not including anticipated profits) reasonably incurred by such Lender in making any repayment in accordance with this Section including, but not limited to, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR

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Lending Office) to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material.

     Section 2.16 Requirements of Law.

     (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

     (i) shall subject such Lender to any tax of any kind whatsoever with respect to any Letter of Credit, any participation therein or any application relating thereto, any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for changes in the rate of tax on the overall net income of such Lender);

     (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or

     (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining LIBOR Rate Loans or the Letters of Credit or the participations therein or to reduce any amount receivable hereunder or under any Note, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any additional amounts due and owing to the extent such Lender shall have failed to give notice to the Borrower within 90 days after such Lender became aware of the event or occurrence giving rise to such additional amounts. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens reasonably deemed by such Lender to be material.

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(b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall pay to such Lender such additional amount as shall be certified by such Lender as being required to compensate it for such reduction. Such a certificate as to any additional amounts payable under this Section submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower shall be conclusive absent manifest error.

(c) The agreements in this Section 2.16 shall survive the termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder.

     Section 2.17 Indemnity.

     The Borrower hereby agrees to indemnify each Lender and to hold such Lender harmless from any funding loss or expense which such Lender may sustain or incur as a consequence of (a) the failure by the Borrower to pay the principal amount of or interest on any Loan by such Lender in accordance with the terms hereof, (b) the failure of the Borrower to accept a borrowing after the Borrower has given a notice in accordance with the terms hereof, (c) the failure of the Borrower to make any prepayment after the Borrower has given a notice in accordance with the terms hereof, and/or (d) the making by the Borrower of a prepayment of a Loan, or the conversion thereof, on a day which is not the last day of the Interest Period with respect thereto, in each case including, but not limited to, any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender, through the Administrative Agent, to the Borrower (which certificate must be delivered to the Administrative Agent within thirty days following such default, prepayment or conversion) shall be conclusive in the absence of manifest error. The agreements in this Section shall survive termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder.

     Section 2.18 Taxes.

     (a) All payments made by the Borrower hereunder or under any Note will be, except as provided in Section 2.18(b), made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any Governmental

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Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Credit Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note, except that the Borrower shall not be obligated to pay any such taxes, charges or similar levies that are incurred or payable by any Person in connection with any assignment referred to in Section 9.6(c), any participation referred to in Section 9.6(b) or any pledge or security interest referred to in Section 9.6(h). The Borrower will furnish to the Administrative Agent as soon as practicable after the date the payment of any Taxes is due pursuant to applicable law certified copies (to the extent reasonably available and required by law) of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.

     (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Credit Agreement pursuant to Section 9.6(d) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) if the Lender is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY (or successor forms) certifying such Lender’s entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Credit Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, either Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY as set forth in clause (i) above, or (x) a certificate in substantially the form of Schedule 2.18 (any such certificate, a “Tax Exempt Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying such Lender’s entitlement to an exemption from United States withholding tax with respect to payments of interest to be made under this Credit Agreement and under any Note. In addition, each Lender agrees that it will deliver upon the Borrower’s request updated versions of the foregoing, as applicable, whenever the previous certification has become obsolete or inaccurate in any material respect, together with such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Credit Agreement and any Note. Notwithstanding anything to the contrary contained in Section

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2.18(a), but subject to the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 2.18(a) hereof to gross-up payments to be made to a Lender in respect of Taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 2.18(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Forms do not establish a complete exemption from withholding of such Taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 2.18, the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 2.18(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of Taxes.

     (c) Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material.

     (d) If the Borrower pays any additional amount pursuant to this Section 2.18 with respect to a Lender, such Lender shall use reasonable efforts to obtain a refund of tax or credit against its tax liabilities on account of such payment; provided that such Lender shall have no obligation to use such reasonable efforts if either (i) it is in an excess foreign tax credit position or (ii) it believes in good faith, in its sole discretion, that claiming a refund or credit would cause adverse tax consequences to it. In the event that such Lender receives such a refund or credit, such Lender shall pay to the Borrower an amount that such Lender reasonably determines is equal to the net tax benefit obtained by such Lender as a result of such payment by the Borrower. In the event that no refund or credit is obtained with respect to the Borrower’s payments to such Lender pursuant to this Section 2.18, then such Lender shall upon request provide a certification that such Lender has not received a refund or credit for such payments. Nothing contained in this Section 2.18 shall require a Lender to disclose or detail the basis of its calculation of the amount of any tax benefit or any other amount or the basis of its determination referred to in the proviso to the first sentence of this Section 2.18 to the Borrower or any other party.

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     (e) The agreements in this Section 2.18 shall survive the termination of this Credit Agreement and the payment of the Notes and all other amounts payable hereunder.

     Section 2.19 Indemnification; Nature of Issuing Lender’s Duties.

     (a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender and each Revolving Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that the Issuing Lender or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government Acts”).

     (b) As between the Borrower and the Issuing Lender and each Revolving Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. Neither the Issuing Lender nor any Revolving Lender shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vii) for any consequences arising from causes beyond the control of the Issuing Lender or any Revolving Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or powers hereunder.

     (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender or any Revolving Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put such Issuing Lender or such Revolving Lender under any resulting liability to the Borrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender and each Revolving Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government

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Authority. The Issuing Lender and the Revolving Lenders shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender and the Revolving Lenders.

     (d) Nothing in this Section 2.19 is intended to limit the reimbursement obligation of the Borrower contained in Section 2.3(d) hereof. The obligations of the Borrower under this Section 2.19 shall survive the termination of this Credit Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender and the Revolving Lenders to enforce any right, power or benefit under this Credit Agreement.

     (e) Notwithstanding anything to the contrary contained in this Section 2.19, the Borrower shall have no obligation to indemnify the Issuing Lender or any Revolving Lender in respect of any liability incurred by the Issuing Lender or such Revolving Lender arising out of the gross negligence or willful misconduct of the Issuing Lender (including action not taken by the Issuing Lender or such Revolving Lender), as determined by a court of competent jurisdiction or pursuant to arbitration.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

     To induce the Lenders to enter into this Credit Agreement and to make the Extensions of Credit herein provided for, each of the Credit Parties hereby represents and warrants to the Administrative Agent and to each Lender that:

     Section 3.1 Financial Condition.

     (a) (i) The audited Consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended 2001, 2002 and 2003, together with the related Consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the six-month period ending on the last day of the month that ended immediately prior to the Closing Date, together with the related Consolidated statements of income or operations, equity and cash flows for the six-month period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries, giving effect to the initial borrowings and the other transactions contemplated to occur on the Closing Date, as of the last day of the month that ended immediately prior to the date twenty (20) days prior to the Closing Date:

     (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein;

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     (B) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments and the absence of footnotes) and results of operations for the period covered thereby; and

     (C) with respect to clause (a)(i) above, show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations.

     (b) The projections of the Borrower and its Subsidiaries delivered to the Administrative Agent on or prior to the Closing Date (consisting of balance sheets and statements of income and cash flows prepared on a quarterly basis through the first four complete fiscal quarters after the Closing Date and thereafter on an annual basis through 2010) have been prepared in good faith based upon reasonable assumptions.

     Section 3.2 No Change.

     Since November 1, 2003, there has been no development or event which has had or that the Borrower has reasonably concluded could be expected to have a Material Adverse Effect.

     Section 3.3 Corporate Existence.

     Each of the Credit Parties (a) is duly organized, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (b) has the requisite power and authority and the legal right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, and (c) is duly qualified to conduct business and in good standing under the laws of each jurisdiction except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. The jurisdictions in which the Credit Parties as of the Closing Date are organized and qualified to do business are described on Schedule 3.3.

     Section 3.4 Corporate Power; Authorization; Enforceable Obligations.

     Each of the Credit Parties has full power and authority and the legal right to make, deliver and perform the Credit Documents to which it is party and has taken all necessary action to authorize the execution, delivery and performance by it of the Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any of the Credit Parties (other than those which have been obtained or those with respect to which the Borrower has reasonably concluded that the failure to obtain could not reasonably be expected to have a Material Adverse Effect) or with the validity or enforceability of any Credit Document against any of the Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). Each Credit Document to which it is a party has been duly executed and delivered on behalf of the applicable Credit Party. Each

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Credit Document to which it is a party constitutes a legal, valid and binding obligation of each such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

     Section 3.5 Compliance with Laws; No Conflict; No Default.

     (a) The execution, delivery and performance by each Credit Party of the Credit Documents to which such Credit Party is a party, in accordance with their respective terms, the borrowings hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval (other than such Governmental Approvals that have been obtained or made and not subject to suspension, revocation or termination) or violate any Requirement of Law relating to such Credit Party, (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws, articles of organization, partnership agreement, operating agreement or other organizational documents of such Credit Party, any Material Contract to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Liens arising under the Credit Documents.

     (b) Each Credit Party (i) (x) has all Governmental Approvals required by law for it to conduct its business, each of which is in full force and effect, (y) each such Governmental Approval is final and not subject to review on appeal and (z) each such Governmental Approval is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, and (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Requirements of Law relating to it or any of its respective properties, in each case except to the extent the failure to obtain such Governmental Approval or failure to comply with such Governmental Approval or Requirement of Law could not reasonably be expected to have a Material Adverse Effect. Each Credit Party possesses or has the right to use, all leaseholds, licenses, easements and franchises and all authorizations and other rights that are material to and necessary for the conduct of its business. Except to the extent noncompliance with the foregoing leaseholds, easements and franchises could not reasonably be expected to have a Material Adverse Effect, all of the foregoing are in full force and effect, and the Credit Parties are in substantial compliance with the foregoing without any known conflict with the valid rights of others. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such Governmental Approval, leasehold, license, easement, franchise or other right, which termination or revocation could, individually or in the aggregate, reasonably be expected to have Material Adverse Effect, except that certain of the leasehold interests of the Credit Parties which, taken in the aggregate, may be material to the Credit Parties, are tenancies at will which may be terminated by the lessor thereunder at any time upon delivery of the requisite notice required by state law.

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     (c) None of the Credit Parties is in default under or with respect to any of its of its Contractual Obligations, or any judgment, order or decree to which it is a party, in any respect which could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

     Section 3.6 No Material Litigation.

     No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Credit Parties, threatened by or against any of them or against any of their respective properties or revenues (a) with respect to the Credit Documents or any Loan or any of the transactions contemplated hereby, or (b) which the Borrower has reasonably concluded could be expected to have a Material Adverse Effect.

     Section 3.7 Investment Company Act; PUHCA.

     None of the Credit Parties (a) is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended or (b) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935.

     Section 3.8 Margin Regulations.

     No part of the proceeds of any Loan hereunder will be used directly or indirectly for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. The Credit Parties (a) are not engaged, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” “margin stock” within the respective meanings of each of such terms under Regulation U and (b) taken as a group do not own “margin stock” except as identified in the financial statements referred to in Section 3.1 and the aggregate value of all “margin stock” owned by the Credit Parties taken as a group does not exceed 25% of the value of their assets.

     Section 3.9 ERISA.

     Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except to the extent that any such occurrence or failure to comply would not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred resulting in any liability that has remained underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period which could reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the

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last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which, as determined in accordance with GAAP, could reasonably be expected to have a Material Adverse Effect. Neither the Borrower, nor any Subsidiary of the Borrower nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect.

     Section 3.10 Environmental Matters.

     The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     Section 3.11 Use of Proceeds.

     The proceeds of the Extensions of Credit shall be used (i) to refinance certain existing Indebtedness of the Borrower, (ii) to pay transaction costs and expenses associated with this Credit Agreement and (iii) for working capital, permitted capital expenditures and other general corporate purposes.

     Section 3.12 Subsidiaries.

     Set forth on Schedule 3.12 is a complete and accurate list of all Subsidiaries of the Borrower. Information on such Schedule includes the number of shares of each class of Capital Stock or other equity interests outstanding; the number and percentage of outstanding shares of each class of stock owned by the Credit Parties or any of their Subsidiaries; the number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and similar rights. The outstanding Capital Stock and other equity interests of all such Subsidiaries is validly issued, fully paid and non-assessable and is owned, free and clear of all Liens (other than those arising under or contemplated in connection with the Credit Documents).

     Section 3.13 Ownership.

     Each of the Credit Parties is the owner of, and has good and marketable title to, all of its respective assets, which, together with assets leased or licensed by the Credit Parties, represents such assets individually or in the aggregate material to the conduct of the businesses of the Credit Parties, taken as a whole on the date hereof, and none of such assets is subject to any Lien other than Permitted Liens. Each Credit Party enjoys peaceful and undisturbed possession under all of its leases and all such leases are valid and subsisting and in full force and effect. The Credit Parties have delivered complete and accurate copies of all material leases to the Administrative Agent.

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     Section 3.14 Indebtedness.

     Except as otherwise permitted under Section 6.1, the Credit Parties have no Indebtedness.

     Section 3.15 Taxes.

     Each of the Credit Parties has filed, or caused to be filed, all tax returns (federal, state, local and foreign) required to be filed and paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other material taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. None of the Credit Parties is aware as of the Closing Date of any proposed tax assessments against it or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

     Section 3.16 Intellectual Property Rights.

     Each of the Credit Parties and their Subsidiaries owns, or has the legal right to use, all Intellectual Property necessary for each of them to conduct its business as currently conducted. Set forth on Schedule 3.16 is a list of all Intellectual Property owned by each of the Credit Parties and their Subsidiaries or that the Credit Parties or any of their Subsidiaries has the right to use. Except as disclosed in Schedule 3.16 hereto, (a) one or more of the Credit Parties has the right to use the Intellectual Property disclosed in Schedule 3.16 hereto in perpetuity and without payment of royalties, (b) all registrations with and applications to Governmental Authorities in respect of such Intellectual Property are valid and in full force and effect and are not subject to the payment of any taxes or maintenance fees (except for such taxes and maintenance fees which are not yet delinquent) or the taking of any interest therein, held by any of the Credit Parties to maintain their validity or effectiveness, and (c) there are no restrictions on the direct or indirect transfer of any Contractual Obligation, or any interest therein, held by any of the Credit Parties in respect of such Intellectual Property. None of the Credit Parties is in default (or with the giving of notice or lapse of time or both, would be in default) under any license to use such Intellectual Property; no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor do the Credit Parties or any of their Subsidiaries know of any such claim; and, to the knowledge of the Credit Parties or any of their Subsidiaries, the use of such Intellectual Property by the Credit Parties or any of their Subsidiaries does not infringe on the rights of any Person. The Credit Parties have recorded or deposited with and paid to the United States Copyright Office, the Register of Copyrights, the Copyrights Royalty Tribunal or other Governmental Authority, all notices, statements of account, royalty fees and other documents and instruments required under the terms and conditions of any Contractual Obligation of the Credit Parties and/or under Title 17 of the United States Code and the rules and regulations issued thereunder (collectively, the “Copyright Act”), and are not liable to any Person for copyright infringement under the Copyright Act or any other law, rule, regulation, contract or license as a result of their business operations. Schedule 3.16 may be updated from time to time

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     Section 3.17 Solvency.

     The fair saleable value of the assets of the Credit Parties and their respective Subsidiaries, taken as a whole and measured on a going concern basis, exceeds all probable liabilities, including those to be incurred pursuant to this Credit Agreement. None of the Credit Parties (a) has unreasonably small capital in relation to the business in which it is or proposes to be engaged or (b) has incurred, or believes that it will incur after giving effect to the transactions contemplated by this Credit Agreement, debts beyond its ability to pay such debts as they become due. In executing the Credit Documents and consummating the transactions contemplated thereby, none of the Credit Parties intends to hinder, delay or defraud either present or future creditors or other Persons to which one or more of the Credit Parties is or will become indebted.

     Section 3.18 Investments.

     All Investments of each of the Credit Parties are Permitted Investments.

     Section 3.19 Location of Collateral.

     Set forth on Schedule 3.19(a) is a list of the properties of the Credit Parties and their Subsidiaries with street address, county and state where located. Set forth on Schedule 3.19(b) is a list of all locations where any tangible personal property of the Credit Parties and their Subsidiaries is located, including county and state where located. Set forth on Schedule 3.19(c) is the chief executive office and principal place of business of each of the Credit Parties and their Subsidiaries. Schedule 3.19(a), 3.19(b) and 3.19(c) may be updated from time to time by the Borrower to include new properties or locations by giving written notice thereof to the Administrative Agent.

     Section 3.20 No Burdensome Restrictions.

     None of the Credit Parties is a party to any agreement or instrument or subject to any other obligation or any charter or corporate restriction or any provision of any applicable law, rule or regulation which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     Section 3.21 Brokers’ Fees.

     None of the Credit Parties and their Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s, investment banking or other similar fee in connection with any of the transactions contemplated under the Credit Documents other than the closing and other fees payable pursuant to this Credit Agreement and as set forth in the Fee Letter.

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     Section 3.22 Labor Matters.

     There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Credit Parties as of the Closing Date, other than as set forth in Schedule 3.22 hereto, and none of the Credit Parties has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five years, other than as set forth in Schedule 3.22 hereto.

     Section 3.23 Accuracy and Completeness of Information.

     All factual information heretofore, contemporaneously or hereafter furnished by or on behalf of the Credit Parties in writing to the Administrative Agent or any Lender for purposes of or in connection with this Credit Agreement or any other Credit Document, or any transaction contemplated hereby or thereby, is or will be true and accurate in all material respects and not incomplete by omitting to state any material fact necessary to make such information not misleading. There is no fact now known to any of the Credit Parties which has, or could reasonably be expected to have, a Material Adverse Effect which fact has not been set forth herein (including the Schedules attached hereto), in the financial statements of the Credit Parties furnished to the Administrative Agent and/or the Lenders, or in any certificate, opinion or other written statement made or furnished by or on behalf of the Credit Parties to the Administrative Agent and/or the Lenders.

     Section 3.24 Material Contracts.

     Schedule 3.24 sets forth a complete and accurate list of all Material Contracts of the Credit Parties and their Subsidiaries in effect as of the Closing Date. Other than as set forth in Schedule 3.24, each such Material Contract is, and after giving effect to the transactions contemplated by the Credit Documents will be, in full force and effect in accordance with the terms thereof.

     Section 3.25 Insurance.

     The present insurance coverage of the Credit Parties and their Subsidiaries is outlined as to carrier, policy number, expiration date, type and amount on Schedule 3.25 and such insurance coverage complies with the requirements set forth in Section 5.5(b).

     Section 3.26 Security Documents.

     The Security Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently (or will be, upon the filing of appropriate financing statements in favor of the Administrative Agent, on behalf of the Lenders, and on the filing of appropriate termination statements with respect to Liens securing the obligations of the Credit Parties under the Existing Credit Agreement) perfected security interests and Liens, prior to all other Liens other than Permitted Liens.

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     Section 3.27 Classification of Senior Indebtedness.

     The Credit Party Obligations constitute “Senior Indebtedness” and “Designated Senior Debt” under and as defined in any agreement governing any Subordinated Debt, including, without limitation, the Senior Subordinated Notes, and the subordination provisions set forth in each such agreement are legally valid and enforceable against the parties thereto.

     Section 3.28 Foreign Assets Control Regulations, Etc.

     Neither any Credit Party nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended. Neither any Credit Party nor any of its Subsidiaries is in violation of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (c) the Patriot Act. None of the Credit Parties (i) is a blocked person described in section 1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person.

ARTICLE IV

CONDITIONS PRECEDENT

     Section 4.1 Conditions to Closing Date.

     This Credit Agreement shall become effective upon, and the obligation of each Lender to make the initial Revolving Loans, Tranche B Term Loan and the Swingline Loan on the Closing Date is subject to, the satisfaction of the following conditions precedent:

     (a) Execution of Credit Agreement and Credit Documents. The Administrative Agent shall have received (i) counterparts of this Credit Agreement, executed by a duly authorized officer of each party hereto, (ii) for the account of each Revolving Lender requesting a promissory note, a Revolving Note, (iii) for the account of the Swingline Lender, the Swingline Note, (iv) counterparts of the Security Agreement and the Pledge Agreement, in each case conforming to the requirements of this Credit Agreement and executed by duly authorized officers of the Credit Parties or other Persons, as applicable and (v) counterparts of any other Credit Document, executed by the duly authorized officers of the parties thereto.

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     (b) Authority Documents. The Administrative Agent shall have received the following:

     (i) Articles of Incorporation; Partnership Agreement. Copies of the articles or certificate of incorporation or partnership or other charter documents, of each Credit Party certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its organization or formation.

     (ii) Resolutions. Copies of resolutions of the board of directors or other comparable governing body of each Credit Party approving and adopting the Credit Documents, the transactions contemplated therein and authorizing execution and delivery thereof, certified by an officer, general partner or manager of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date.

     (iii) Bylaws. A copy of the bylaws, partnership agreement or other operating agreement of each Credit Party certified by an officer, general partner or manager of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date.

     (iv) Good Standing. Copies of (i) certificates of good standing, existence or its equivalent with respect to the each Credit Party certified as of a recent date by the appropriate governmental authorities of the state of incorporation and each other state in which such Credit Party is qualified to do business and (ii) to the extent readily available, a certificate indicating payment of all corporate and other franchise taxes certified as of a recent date by the appropriate governmental taxing authorities.

     (v) Incumbency. An incumbency certificate of each Credit Party certified by a secretary or assistant secretary, general partner or manager to be true and correct as of the Closing Date.

     Each officer’s certificate delivered pursuant to this Section 4.1(b) shall be substantially in the form of Schedule 4.1(b) hereto.

     (c) Legal Opinions of Counsel. The Administrative Agent shall have received opinions from counsel to the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

     (d) Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:

     (i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office and the jurisdiction of formation of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need

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to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;

     (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Agents’ discretion, to perfect the Administrative Agent’s security interest in the Collateral;

     (iii) searches of ownership of each Credit Party’s Intellectual Property in the appropriate governmental offices;

     (iv) such patent/trademark/copyright filings as requested by the Agents in order to perfect the Administrative Agent’s security interest in the Credit Parties’ Intellectual Property;

     (v) all stock certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto;

     (vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral;

     (vii) duly executed consents as are necessary, in the Agents’ discretion, to perfect the Lenders’ security interest in the Collateral; and

     (viii) in the case of any personal property Collateral located at premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords of such real property that the Borrower is able to obtain by using its commercially reasonable efforts.

     (e) Liability and Casualty Insurance. The Administrative Agent shall have received (i) a report from a third party acceptable to the Administrative Agent regarding the Credit Parties’ insurance status and coverage and (ii) copies of insurance policies or certificates of insurance evidencing liability and casualty insurance (including, but not limited to, business interruption insurance) meeting the requirements set forth herein or in the Security Documents. The Administrative Agent shall be named as loss payee on all casualty insurance policies and as additional insured on all liability insurance policies, in each case for the benefit of the Lenders.

     (f) Fees. The Agents and the Lenders shall have received all fees, if any, owing pursuant to the Fee Letter and Section 2.6.

     (g) Litigation. There shall not exist any material pending or, to the knowledge of the Credit Parties, threatened litigation, investigation, bankruptcy, insolvency,

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injunction, order or claim that (i) seeks to enjoin, restrain, restrict, set aside or prohibit, impose material conditions upon or obtain substantial damages in respect of the consummation or performance of this Credit Agreement or the other Credit Documents that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date or (ii) that the Borrower has reasonably concluded could be expected to have a Material Adverse Effect.

     (h) Solvency Certificate. The Administrative Agent shall have received an officer’s certificate prepared by the chief financial officer of the Borrower as to the financial condition, solvency and related matters of the Credit Parties and their Subsidiaries, after giving effect to the initial borrowings under the Credit Documents, in substantially the form of Schedule 4.1(h) hereto.

     (i) Account Designation Letter. The Administrative Agent shall have received the executed Account Designation Letter in the form of Schedule 1.1(a) hereto.

     (j) Organizational Structure. The corporate or limited partnership and capital and ownership structure of the Credit Parties shall be as described on Schedule 3.12. The Agents shall be satisfied with the management structure, legal structure, voting control, liquidity, total leverage and total capitalization of the Credit Parties.

     (k) Government Consent. The Administrative Agent shall have received evidence that all governmental, shareholder and material third party consents and approvals necessary in connection with the financings and other transactions contemplated hereby have been obtained and all applicable waiting periods have expired without any action being taken by any Governmental Authority that could restrain, prevent or impose any material adverse conditions on such transactions or that could seek or threaten any of the foregoing.

     (l) Compliance with Laws. The financings and other transactions contemplated hereby shall be in compliance with all Requirements of Law.

     (m) Bankruptcy. There shall be no bankruptcy or insolvency proceedings with respect to Credit Parties or any of their Subsidiaries.

     (n) Existing Indebtedness of the Credit Parties. All of the existing Indebtedness for borrowed money of the Credit Parties (other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full and all security interests related thereto shall be terminated on the Closing Date.

     (o) Financial Statements. The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in Section 3.1 hereof, each in form and substance satisfactory to it.

     (p) No Material Adverse Change. Since November 1, 2003, there has been no material adverse change in the business, properties, prospects, operations or condition

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(financial or otherwise) of the Borrower or of the Credit Parties and their Subsidiaries, taken as a whole, and there shall not have occurred any material disruption or material adverse change in the financial, banking or capital markets (including the loan syndication market) that has impaired or would impair the Arrangers’ ability to syndicate the facilities.

     (q) Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date stating that (i) no action, suit, investigation or proceeding is pending, ongoing or, to the knowledge of any Credit Party, threatened in any court or before any other Governmental Authority that purports to affect any Credit Party or any other transaction contemplated by the Credit Documents, which action, suit, investigation or proceeding the Borrower has reasonably concluded could be expected to have a Material Adverse Effect and (ii) immediately after giving effect to this Credit Agreement, the other Credit Documents, and all the transactions contemplated therein to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, and (C) the Credit Parties are in compliance with each of the financial covenants set forth in Section 5.9 (as demonstrated through detailed calculations of such financial covenants on an exhibit to such certificate).

     (r) Leverage Ratio. The Administrative Agent shall have received evidence that the Leverage Ratio of the Credit Parties and their Subsidiaries on a Consolidated basis is not greater than 3.00 to 1.0, calculated on a pro forma basis giving effect to the initial Extensions of Credit and the transactions to occur on the Closing Date, as of the most recently ended twelve month period as of the last day of the month immediately preceding the Closing Date.

     (s) Consolidated EBITDA. The Administrative Agent shall have received evidence reasonably satisfactory thereto provided by the Borrower that Consolidated EBITDA is not less than $80,000,000, calculated on a pro forma basis giving effect to the initial Extensions of Credit and the transactions to occur on the Closing Date, for the twelve month period ending as of the last day of the month most recently preceding the Closing Date for which such statements are available.

     (t) Due Diligence. The Administrative Agent shall have completed its legal and environmental due diligence of the Borrower and its Subsidiaries with the scope, content and results of such due diligence to be satisfactory to the Administrative Agent in its sole discretion.

     (u) Patriot Act Certificate. The Administrative Agent shall have received, at least five (5) Business Days prior to the Closing Date, a certificate satisfactory thereto, for benefit of itself and the Lenders, provided by the Borrower that sets forth information required by the Patriot Act, including, without limitation, the identity of the Credit Parties, the name and address of the Credit Parties and other information that will allow

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the Administrative Agent or any Lender, as applicable, to identify the Credit Parties in accordance with the Patriot Act.

     (v) Credit Rating. The Borrower shall have obtained a senior secured credit rating on the Facilities from each of Moody’s and S&P.

     (w) Additional Matters. All other documents and legal matters in connection with the transactions contemplated by this Credit Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

     Section 4.2 Conditions to All Extensions of Credit.

     The obligation of each Lender to make any Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit:

     (a) Representations and Warranties. The representations and warranties made by the Credit Parties herein, in the Security Documents or which are contained in any certificate furnished at any time under or in connection herewith (i) that contain a materiality qualification shall be true and correct on and as of the date of such Extension of Credit as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct as of such date) and (ii) that do not contain a materiality qualification shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those that expressly related to an earlier date).

     (b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Credit Agreement.

     (c) Compliance with Commitments. Immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof), (i) the sum of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations shall not exceed the Revolving Committed Amount, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the Swingline Loans shall not exceed the Swingline Committed Amount.

     (d) Additional Conditions to Revolving Loans. If a Revolving Loan is requested, all conditions set forth in Section 2.1 shall have been satisfied.

     (e) Additional Conditions to Letters of Credit. If the issuance of a Letter of Credit is requested, all conditions set forth in Section 2.3 shall have been satisfied.

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     (f) Additional Conditions to Swingline Loans. If a Swingline Loan is requested, all conditions set forth in Section 2.4 shall have been satisfied.

     (g) Additional Conditions to Incremental Facility. If an Additional Loan is requested, all conditions set forth in Section 2.5 shall have been satisfied.

     Each request for an Extension of Credit and each acceptance by the Borrower of any such Extension of Credit shall be deemed to constitute representations and warranties by the Credit Parties as of the date of such Extension of Credit that the conditions set forth above in paragraphs (a) through (c) and in paragraph (d), (e), (f) or (g), as applicable, have been satisfied.

     Section 4.3 Conditions to Funding of Tranche B Term Loan.

     The obligation of each Term Loan Lender to make its Tranche B Term Loan Commitment Percentage of the Tranche B Term Loan Committed Amount available to the Borrower is subject to the satisfaction of the following conditions precedent:

     (a) Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Tranche B Term Loan Funding Date stating that (i) no Default or Event of Default exists and (ii) all representations and warranties made by the Credit Parties herein, in the Security Documents or which are contained in any certificate furnished at any time under or in connection herewith (i) that contain a materiality qualification shall be true and correct on and as of the Tranche B Term Loan Funding Date as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct as of such date) and (ii) that do not contain a materiality qualification shall be true and correct in all material respects on and as of the Tranche B Term Loan Funding Date as if made on and as of such date (except for those that expressly related to an earlier date).

     (b) Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing requesting that the Tranche B Term Loan be funded at least three (3) Business Days prior to the proposed Tranche B Term Loan Funding Date.

     (c) Repayment of Senior Subordinated Notes. The Administrative Agent shall have received evidence that all Indebtedness and other obligations of the Credit Parties and their Subsidiaries under the Senior Subordinated Notes have been, or concurrently with the Tranche B Term Loan Funding Date are being terminated and are being paid or satisfied in full (it being understood that the irrevocable deposit of money sufficient to pay the redemption price of and accrued interest on all Senior Subordinated Notes with the trustee or with the paying agent on the Tranche B Term Loan Funding Date shall be sufficient evidence for this clause (c)).

     (d) Ticking Fee. The Administrative Agent shall have received the Ticking Fee owing pursuant to Section 2.6(e).

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     (e) Tranche B Term Notes. The Administrative Agent shall have received for the account of each Lender with a Tranche B Term Loan Commitment that has requested a promissory note at least two (2) Business Days prior to the Tranche B Term Loan Funding Date, a Tranche B Term Note.

     (f) Solvency Certificate. The Administrative Agent shall have received an officer’s certificate from the chief financial officer of the Borrower as to the financial condition, solvency and related matters of each Credit Party after giving effect to the current borrowings under the Credit Documents, the funding of the Tranche B Term Loan and the other transactions contemplated hereby, in substantially the form of Schedule 4.1(h) hereto.

ARTICLE V

AFFIRMATIVE COVENANTS

     Each Credit Party hereby covenants and agrees that on the Closing Date, and thereafter for so long as this Credit Agreement is in effect and until the Commitments have terminated, no Note remains outstanding and unpaid and the Credit Party Obligations, together with interest, Commitment Fees and all other amounts owing to the Administrative Agent or any Lender hereunder, are paid in full, such Credit Party shall, and shall cause each of its Subsidiaries, to:

     Section 5.1 Financial Statements.

     Furnish to the Administrative Agent for distribution to the Lenders:

     (a) Annual Financial Statements. As soon as available, and in any event no later than the earlier of (i) the date the Borrower is required by the SEC to deliver its Form 10-K for any fiscal year of the Borrower and (ii) ninety (90) days after the end of each fiscal year of the Borrower, a copy of the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year and the related Consolidated statements of income and retained earnings and of cash flows of the Borrower and its Consolidated Subsidiaries for such year, audited by a firm of independent certified public accountants reasonably acceptable to the Administrative Agent, setting forth in each case in comparative form the figures for the preceding fiscal year, reported on without a “going concern” or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification; and

     (b) Quarterly Financial Statements. As soon as available, and in any event no later than the earlier of (i) the date the Borrower is required by the SEC to deliver its Form 10-Q for any fiscal quarter of the Borrower and (ii) forty-five (45) days after the end of each of the fiscal quarters of the Borrower, a company-prepared Consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such

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period and related company-prepared Consolidated statements of income and retained earnings and of cash flows for the Borrower and its consolidated Subsidiaries for such quarterly period and for the portion of the fiscal year ending with such period, in each case setting forth in comparative form the figures for the corresponding period or periods of the preceding fiscal year (subject to normal recurring year-end audit adjustments).

     All such financial statements shall fairly present, in all material respects, the financial condition and results from operations of the entities for the periods specified, be prepared in reasonable detail and in accordance with GAAP (subject, in the case of interim statements, to normal recurring year-end audit adjustments) applied consistently throughout the periods reflected therein and be accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change in the application of accounting principles as provided in Section 1.3.

     Section 5.2 Certificates; Other Information.

     Furnish to the Administrative Agent for distribution to the Lenders:

     (a) concurrently with the delivery of the financial statements referred to in Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

     (b) concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and 5.1(b) above, a certificate of a Responsible Officer substantially in the form of Schedule 5.2(b) (each, a “Compliance Certificate”) stating that (i) such financial statements present fairly the financial position of the Borrower and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a consistent basis, (ii) each of the Credit Parties during such period observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in this Credit Agreement to be observed, performed or satisfied by it, and (iii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and including calculations in reasonable detail required to determine the current Applicable Percentages and to indicate compliance with Section 5.9 as of the last day of such period;

     (c) within thirty (30) days after the same are sent, copies of all reports (other than those otherwise provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial information which the Borrower sends to its shareholders;

     (d) within ninety (90) days after the end of each fiscal year of the Borrower, a certificate containing information regarding (i) the calculation of Excess Cash Flow and (ii) the amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that were

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made during the prior fiscal year and amounts received in connection with any Recovery Event during the prior fiscal year;

     (e) promptly upon receipt thereof, a copy or summary of any other report, or “management letter” submitted or presented by independent accountants to the Borrower or any of its Subsidiaries in connection with any annual, interim or special audit of the books of such Person;

     (f) promptly upon their becoming available, copies of (i) all press releases and other statements made available generally by the Credit Parties to the public concerning material developments in the business of the Credit Parties and their Subsidiaries and (ii) any non-routine correspondence or official notices received by the Credit Parties or any of their Subsidiaries from any Governmental Authority which regulates the operations of the Credit Parties and their Subsidiaries;

     (g) promptly, such additional financial and other information as the Administrative Agent, on behalf of any Lender, may from time to time reasonably request;

     (h) concurrently with the delivery of the financial statements referred to in Section 5.1(b) above, the Borrower shall provide to the Administrative Agent a supplement to Schedule 3.16 setting forth a complete and correct list of all Intellectual Property owned by or licensed to the Credit Parties or any of their Subsidiaries that (i) is not set forth in Schedule 3.16, or (ii) has not been set forth in any supplement to Schedule 3.16 previously furnished by the Borrower to the Administrative Agent pursuant to this Section 5.2(h).

Documents required to be delivered pursuant to Section 5.1(a) or Section 5.1(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date received by the Administrative Agent by electronic mail with all relevant attachments. The Administrative Agent may post such documents on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request until a written request to cease delivering paper copies is given by the Administrative Agent. Notwithstanding anything contained herein, (A) the Borrower shall be entitled to deliver the Compliance Certificate required by Section 5.2(b) by electronic mail and if so delivered shall be deemed to have been delivered on the date received by the Administrative Agent by electronic mail with all relevant attachments, and (B) whether or not delivery of any Compliance Certificate required by Section 5.2(b) is effected pursuant to the preceding clause (A), the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 5.2(b) to the Administrative Agent.

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     Section 5.3 Payment of Taxes and Other Obligations.

     Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, in accordance with industry practice (subject, where applicable, to specified grace periods) all its taxes (Federal, state, local and any other taxes) and other obligations and liabilities of whatever nature and any additional costs that are imposed as a result of any failure to so pay, discharge or otherwise satisfy such taxes, obligations and liabilities, except when the amount or validity of any such taxes, obligations and liabilities is currently being contested in good faith by appropriate proceedings and reserves, if applicable, in conformity with GAAP with respect thereto have been provided on the books of the Credit Parties.

     Section 5.4 Conduct of Business and Maintenance of Existence.

     Continue to engage in business of the same general type as now conducted by it on the Closing Date and preserve, renew and keep in full force and effect its existence and good standing; take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business and to maintain its goodwill; comply with all Contractual Obligations and Requirements of Law applicable to it except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

     Section 5.5 Maintenance of Property; Insurance.

     (a) Keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear, damage by casualty and obsolescence excepted).

     (b) Maintain with financially sound and reputable insurance companies insurance on all its property (including without limitation its tangible Collateral) in at least such amounts (after giving effect to any self-insurance compatible with the following requirements) and against at least such risks as are usually insured against in the same geographical area by companies engaged in the same or a similar business; and furnish to the Administrative Agent, upon written request, full information as to the insurance carried. The Administrative Agent shall be named as lender loss payee or mortgagee, as its interest may appear, and the Administrative Agent shall be named as an additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or canceled, and that no act or default of any Credit Party or any other Person shall affect the rights of the Administrative Agent or the Lenders under such policy or policies.

     (c) In case of any material loss, damage to or destruction of the Collateral of any Credit Party or any material part thereof, such Credit Party shall promptly give written

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notice thereof to the Administrative Agent generally describing the nature and extent of such damage or destruction. In case of any material loss, damage to or destruction of the Collateral of any Credit Party or any material part thereof, such Credit Party, whether or not the insurance proceeds, if any, received on account of such damage or destruction shall be sufficient for that purpose, at such Credit Party’s cost and expense, will promptly repair or replace the Collateral of such Credit Party so lost, damaged or destroyed unless such Credit Party shall have reasonably determined that such repair or replacement of the affected Collateral is not economically feasible or is not deemed in the best business interest of such Credit Party.

     Section 5.6 Inspection of Property; Books and Records; Discussions.

     Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its businesses and activities; and permit, during regular business hours and upon reasonable notice by the Administrative Agent or any Lender (provided, no such prior notice shall be required following the occurrence and during the continuance of any Default or Event of Default), the Administrative Agent or any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time, and as often as may reasonably be desired, and to discuss the business, operations, properties and financial and other condition of the Credit Parties with officers and employees of the Credit Parties and with their independent certified public accountants; provided, however, that other than inspections conducted during the existence and continuance of an Event of Default, no more than two such inspections may be conducted during any fiscal year.

     Section 5.7 Notices.

     Immediately after any Credit Party obtains actual knowledge thereof, give written notice to the Administrative Agent (which shall transmit such notice to each Lender as soon as practicable) of the occurrence of any Default or Event of Default, and promptly (but in no event later than two (2) Business Days after any Credit Party obtains actual knowledge thereof) give written notice of the following to the Administrative Agent (which shall transmit such notice to each Lender as soon as practicable):

     (a) the occurrence of any default or event of default under any Contractual Obligation of any of the Credit Parties which could reasonably be expected to have a Material Adverse Effect;

     (b) any litigation, or any investigation or proceeding affecting any of the Credit Parties which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

     (c) (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC (other than a Permitted Lien) or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii)

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the institution of proceedings or the taking of any other action by the PBGC or any Credit Party or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan;

     (d) any notice of any violation received by any Credit Party from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which violation could reasonably be expected to have a Material Adverse Effect;

     (e) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Credit Party which could reasonably be expected to have a Material Adverse Effect;

     (f) any attachment, judgment, lien, levy or order exceeding $5,000,000 that may be assessed against or threatened against any Credit Party other than Permitted Liens; and

     (g) any other development or event which could reasonably be expected to have a Material Adverse Effect.

     Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower proposes to take with respect thereto. In the case of any notice of a Default or Event of Default, the Borrower shall specify that such notice is a Default or Event of Default notice on the face thereof.

     Section 5.8 Environmental Laws.

     (a) Comply in all material respects with all applicable Environmental Laws and obtain and comply in all material respects with and maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.

     (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not reasonably be expected to have a Material Adverse Effect.

     (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Credit Parties or any of their

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properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder.

     Section 5.9 Financial Covenants.

     Commencing on the day immediately following the Closing Date, the Borrower shall , on a Consolidated basis, comply with the following financial covenants:

     (a) Leverage Ratio. At all times, the Leverage Ratio shall be less than or equal to 4.0 to 1.0.

     (b) Senior Leverage Ratio. At all times, the Senior Leverage Ratio during the following periods shall be less than or equal to:

Period	Maximum Ratio
Closing Date through April 30, 2005		3.50 to 1.0
May 1, 2005 through April 30, 2007		3.25 to 1.0
May 1, 2007 through April 30, 2008		3.00 to 1.0
May 1, 2008 and thereafter		2.75 to 1.0

     (c) Interest Coverage Ratio. At all times, the Interest Coverage Ratio during the following periods shall be greater than or equal to:

Period	Minimum Ratio
Closing Date through April 30, 2005		3.50 to 1.0
May 1, 2005 through April 30, 2007		4.00 to 1.0
May 1, 2007 through April 30, 2008		4.50 to 1.0
May 1, 2008 and thereafter		5.00 to 1.0

     (d) Consolidated Capital Expenditures. Consolidated Capital Expenditures made during the following period shall be less than or equal to:

	Maximum Consolidated
Period	Capital Expenditures
Fiscal Year 2004	$	30,000,000
Fiscal Year 2005	$	30,000,000
Fiscal Year 2006	$	30,000,000
Fiscal Year 2007	$	30,000,000
Fiscal Year 2008	$	30,000,000
Fiscal Year 2009	$	30,000,000
Fiscal Year 2010	$	30,000,000

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     The maximum amount of Consolidated Capital Expenditures permitted may be increased in any fiscal year by carrying forward any unused amount (up to $10,000,000) in the immediately preceding fiscal year; provided that with respect to any fiscal year, Consolidated Capital Expenditures made during any such fiscal year shall be deemed to be made first with respect to the applicable limitation for such fiscal year and then with respect to any carry forward amount to the extent applicable.

     Section 5.10 Additional Guarantors.

     The Credit Parties will cause each of their Domestic Subsidiaries that is not an Immaterial Subsidiary, whether newly formed, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided that the aggregate asset value of all Immaterial Subsidiaries at any time that are not Guarantors shall not exceed $5,000,000. In connection therewith, the Credit Parties shall give notice to the Administrative Agent not less than fifteen (15) days prior to creating a Domestic Subsidiary, or acquiring the Capital Stock of any other Person. The Credit Party Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of such new Guarantor and a pledge of 100% of the Capital Stock of such new Guarantor and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such new Guarantor) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties). In connection with the foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(e) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request.

     Section 5.11 Compliance with Law.

     Each Credit Party will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction could reasonably be expected to have a Material Adverse Effect.

     Section 5.12 Pledged Assets.

     (a) Each Credit Party will cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries and 65% of the Capital Stock in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.

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     (b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.

     Section 5.13 Covenants Regarding Patents, Trademarks and Copyrights.

     (a) The Borrower shall notify the Administrative Agent promptly if it knows or has reason to know that any material application, material letters patent or registration relating to any material Patent, material Patent License, material Trademark or material Trademark License of the Credit Parties or any of their Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding the Borrower’s or any of its Subsidiary’s ownership of any material Patent or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License.

     (b) The Borrower shall notify the Administrative Agent promptly after it knows or has reason to know of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding any material Copyright or material Copyright License of the Credit Parties or any of their Subsidiaries, whether (i) such material Copyright or material Copyright License may become invalid or unenforceable prior to its expiration or termination, or (ii) the Borrower’s or any of its Subsidiary’s ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, may become affected.

     (c) (i) The Borrower shall promptly notify the Administrative Agent of any filing by any Credit Party or any of its Subsidiaries, either itself or through any agent, employee, licensee or designee (but in no event later than the fifteenth day following such filing), of any application for registration of any material Intellectual Property with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof.

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     (ii) Upon request of the Administrative Agent, the Borrower shall execute and deliver any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evident the Administrative Agent’s security interest in the Intellectual Property and the general intangibles referred to in clauses (i) and (ii), including, without limitation, the goodwill of the Borrower or its Subsidiaries relating thereto or represented thereby (or such other Intellectual Property or the general intangibles relating thereto or represented thereby as the Administrative Agent may reasonably request).

     (d) The Credit Parties and their Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain each item of Intellectual Property of the Borrower and its Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings unless the Borrower or the relevant Subsidiary, as the case may be, shall reasonably determine that such Intellectual Property is not material to the business of the Credit Parties and their Subsidiaries taken as a whole.

     (e) In the event that any Credit Party becomes aware that any Intellectual Property is infringed, misappropriated or diluted by a third party in any material respect, the Borrower shall notify the Administrative Agent promptly after it learns thereof and shall, unless the Borrower or the relevant Subsidiary, as the case may be, shall reasonably determine that such Intellectual Property is not material to the business of the Credit Parties and their Subsidiaries taken as a whole, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution or take such other actions as the Borrower or such Subsidiary, as the case may be, shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.

     Section 5.14 Further Assurances.

     (a) Upon the request of the Administrative Agent, promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents for filing under the provisions of the Uniform Commercial Code or any other Requirement of Law which are necessary or advisable to maintain in favor of the Administrative Agent, for the benefit of the Lenders, Liens on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of the Credit Parties under, the Credit Documents and all applicable Requirements of Law.

     (b) Within sixty (60) days following the Closing Date (as such time may be extended at the discretion of the Administrative Agent), the Administrative Agent shall have received in the case of any personal property Collateral located at premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords of such real property that the Borrower is able to obtain by using its commercially reasonable efforts.

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ARTICLE VI

NEGATIVE COVENANTS

     Each Credit Party hereby covenants and agrees that on the Closing Date, and thereafter for so long as this Credit Agreement is in effect and until the Commitments have terminated, no Note remains outstanding and unpaid and the Credit Party Obligations, together with interest, Commitment Fees and all other amounts owing to the Administrative Agent or any Lender hereunder, are paid in full, such Credit Party shall not, nor shall it permit any of its Subsidiaries, to, directly or indirectly:

     Section 6.1 Indebtedness.

     Contract, create, incur, assume or permit to exist any Indebtedness, except:

     (a) Indebtedness arising or existing under this Credit Agreement and the other Credit Documents;

     (b) Indebtedness existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1(a) (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension;

     (c) Indebtedness incurred or acquired after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Indebtedness shall not exceed $25,000,000 at any time outstanding;

     (d) Indebtedness and obligations owing under Secured Hedging Agreements and other Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes;

     (e) Indebtedness owed from a Credit Party to another Credit Party;

     (f) Indebtedness constituting Subordinated Debt;

     (g) other Indebtedness of Credit Parties which does not exceed $5,000,000 in the aggregate at any time outstanding, and

     (h) so long as there exists no Default both immediately before and immediately after giving effect to any such transaction, Indebtedness of a Person which becomes a Subsidiary after the date hereof or Indebtedness of a Person that is assumed by the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that

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(i) such Indebtedness existed at the time such Person became a Subsidiary or such Permitted Acquisition was consummated, as the case may be, and, in either case, was not created in anticipation thereof, (ii) immediately after giving effect to such Person’s becoming a Subsidiary or to the consummation of such Permitted Acquisition by the Borrower no Default or Event of Default shall have occurred and be continuing, (iii) such Indebtedness (to the extent secured) shall not exceed $15,000,000 at any time outstanding and (iv) no more than $50,000,000 in the aggregate of such Indebtedness shall become due before the Tranche B Term Loan Maturity Date.

     Section 6.2 Liens.

     Contract, create, incur, assume or permit to exist any Lien with respect to any of their respective property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except for Permitted Liens. Notwithstanding the foregoing, if a Credit Party or any of its Subsidiaries shall grant a Lien on any of its assets in violation of this Section 6.2, then it shall be deemed to have simultaneously granted an equal and ratable Lien on any such assets in favor of the Administrative Agent for the benefit of the Lenders.

     Section 6.3 Guaranty Obligations.

     Enter into or otherwise become or be liable in respect of any Guaranty Obligations (excluding specifically therefrom endorsements in the ordinary course of business of negotiable instruments for deposit or collection) other than (i) those in favor of the Lenders in connection herewith, (ii) guaranties given by the Credit Parties or any of their Subsidiaries in favor of any Credit Party or any such Subsidiary in connection with obligations not constituting Indebtedness including real property leases and other contracts entered into in the ordinary course of business and (iii) Guaranty Obligations by the Credit Parties permitted under Section 6.1 (except, as regards Indebtedness under subsection (b) thereof, only if and to the extent such Indebtedness was guaranteed on the Closing Date).

     Section 6.4 Nature of Business.

     Alter the character of their business in any material respect from that conducted as of the Closing Date.

     Section 6.5 Consolidation, Merger, Sale or Purchase of Assets, etc.

     (a) Dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted:

     (i) Specified Sales;

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     (ii) the disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.8(b)(vi) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.8(b)(vi);

     (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party; provided that prior to or simultaneously with any such sale, lease or transfer, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on such property and assets;

     (iv) the lease of property or assets with a book value (at the time of any such lease) not to exceed $25,000,000 in the aggregate over the term of this Agreement from a Credit Party to a Subsidiary that is not a Guarantor; provided that such lease is (A) an operating lease for fair market value and (B) the ownership rights in the property or assets are retained by a Credit Party;

     (v) the consolidation, liquidation or merger of a Credit Party into another Credit Party or any Subsidiary into a Credit Party; provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity;

     (vi) the consolidation, liquidation or merger of a Subsidiary that is not a Credit Party into another Subsidiary that is not a Credit Party;

     (vii) the termination of any Hedging Agreement permitted pursuant to Section 6.1; and

     (viii) other sales, leases or transfers of property or assets in an amount not to exceed $5,000,000 annually;

provided, that, with respect to clauses (i), (ii) and (vi) above, at least 75% of the consideration received therefor by such Credit Party shall be in the form of cash or Cash Equivalents; provided further, that, as to any Collateral that is subject to a disposition (other than by way of a lease) permitted under this Section 6.5 or under any other provision of this Agreement or of any other Credit Document, the Borrower shall have the right to obtain the release of such Collateral from the Liens securing the Credit Party Obligations concurrently with the consummation of such disposition, at the Borrower’s sole cost and expense and upon not less than twenty (20) Business Days’ prior written notice to the Administrative Agent; and provided further, that, as to any Guarantor that ceases to be a Subsidiary as a result of any transaction permitted under any provision of

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this Agreement or any other Credit Document, the Borrower (and such Guarantor) shall have the right to obtain the release of such Guarantor from its obligations under the Guaranty and the release of the property and assets of such Guarantor from the Liens securing the Credit Party Obligations, in each case at the Borrower’s (or such Guarantor’s) sole cost and expense and upon not less than twenty (20) Business Days’ prior written notice to the Administrative Agent; or

     (b) Purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein), or enter into any transaction of merger or consolidation, except for (i) Investments or acquisitions permitted pursuant to Section 6.6, (ii) Permitted Acquisitions and (iii) the merger or consolidation of the Borrower or one of its Subsidiaries with and into a Credit Party; provided that if the Borrower is a party thereto, the Borrower will be the surviving corporation.

     Section 6.6 Advances, Investments and Loans.

     Lend money or extend credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person except for Permitted Investments.

     Section 6.7 Transactions with Affiliates.

     Enter into (a) any transaction or series of transactions, other than compensation arrangements as set forth in clause (b) below, whether or not in the ordinary course of business, with any officer, director, shareholder or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm’s-length transaction with a Person other than an officer, director, shareholder or Affiliate, or (b) any compensation arrangement with any officer or director other a compensation arrangement that is in the ordinary course of business and consistent with historical past practices of compensation for officers and directors.

     Section 6.8 Ownership of Subsidiaries; Restrictions.

     Create, form or acquire any Subsidiaries, except for (a) Domestic Subsidiaries which are joined as Additional Credit Parties in accordance with the terms hereof and (b) Immaterial Subsidiaries, subject to the terms of Section 5.10. The Credit Parties will not sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it permit any of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Capital Stock or other equity interests, except in a transaction permitted by Section 6.5(a).

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     Section 6.9 Fiscal Year; Organizational Documents; Subordinated Debt Documents.

     Change its fiscal year other than a change in its fiscal year approved by the Agents, which approval will not be unreasonably conditioned, withheld or delayed. None of the Credit Parties will amend, modify or change its articles of incorporation (or corporate charter or other similar organizational document) or bylaws (or other similar document) or operating agreement in any respect adverse to the Lenders without the prior written consent of the Required Lenders. The Credit Parties will not, without the prior written consent of the Required Lenders, amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of (i) the Senior Subordinated Notes in a manner that is adverse to the interests of the Lenders or (ii) any other Subordinated Debt in a manner that is materially adverse to the interests of the Lenders.

     Section 6.10 Limitation on Restricted Actions.

     Create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (iii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, or (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien.

     Section 6.11 Restricted Payments.

     Declare, order, make or set apart any sum for or pay any Restricted Payment, except (a) to make dividends payable solely in the same class of Capital Stock of such Person, (b) to make dividends or other distributions payable to the Borrower or a Domestic Subsidiary, (c) the Borrower may repurchase shares of its Capital Stock in respect of employee benefit plans and stock options in an aggregate amount not to exceed $5,000,000 during any fiscal year, (d) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make regularly scheduled payments of interest in respect of the Senior Subordinated Notes, (e) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may prepay the full amount of the Senior Subordinated Notes (and any accrued and unpaid interest and prepayment premiums with respect thereto) on the Tranche B Term Loan Funding Date, and (f) so long as no Default or Event of Default shall have occurred and be continuing and the Borrower demonstrates pro forma compliance with the financial covenants set forth in Section 5.9, the Borrower may repurchase

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shares of its Capital Stock and/or pay cash dividends in an aggregate amount during the term of this Credit Agreement not to exceed $25,000,000 plus 25% of Consolidated Net Income since the Closing Date.

     Section 6.12 No Further Negative Pledges.

     Enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents and (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien.

ARTICLE VII

EVENTS OF DEFAULT

     Section 7.1 Events of Default.

     An Event of Default shall exist upon the occurrence of any of the following specified events (each an “Event of Default”):

     (a) Payment Default. The Borrower shall fail to pay any principal on any Loan or Note when due (whether at maturity, by reason of acceleration or otherwise) in accordance with the terms thereof or hereof; or the Borrower shall fail to reimburse the Issuing Lender for any LOC Obligations when due (whether at maturity, by reason of acceleration or otherwise) in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Note or any fee or other amount payable hereunder when due (whether at maturity, by reason of acceleration or otherwise) in accordance with the terms thereof or hereof (or any Guarantor shall fail to pay on the Guaranty in respect of any of the foregoing or in respect of any other Guaranty Obligations thereunder) and such failure shall continue unremedied for three (3) Business Days.

     (b) Misrepresentation. Any representation or warranty made or deemed made herein, in the Security Documents or in any of the other Credit Documents or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Credit Agreement shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made.

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     (c) Covenant Default. (i) Any Credit Party shall fail to perform, comply with or observe any term, covenant or agreement applicable to it contained in Sections 5.1, 5.2, 5.4, 5.7, 5.9, 5.11 or Article VI hereof; or (ii) any Credit Party shall fail to comply with any other covenant contained in this Credit Agreement or the other Credit Documents or any other agreement, document or instrument among any Credit Party, the Administrative Agent and the Lenders or executed by any Credit Party in favor of the Administrative Agent or the Lenders (other than as described in Sections 7.1(a) or 7.1(c)(i) above), and such breach or failure to comply is not cured within thirty (30) days of its occurrence.

     (d) Debt Cross-Default. Any Credit Party shall (i) default in any payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $2,500,000 for the Borrower and any of its Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created; (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $2,500,000 in the aggregate beyond any applicable grace period (not to exceed 30 days) for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or (iii) breach or default any Secured Hedging Agreement beyond any applicable grace period (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created.

     (e) Bankruptcy Default. (i) The Credit Parties or any of their Subsidiaries shall commence any case, proceeding or other action as a debtor (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to have it judged bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Credit Parties or any of their Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the any Credit Party or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against any Credit Party or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been

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vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Credit Parties or any of their Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) the Credit Parties or any of their Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due.

     (f) Judgment Default. One or more judgments, orders, decrees or arbitration awards shall be entered against the Credit Parties or any of their Subsidiaries involving in the aggregate a liability (to the extent not paid when due or covered by insurance) of $2,500,000 or more and all such judgments, orders, decrees or arbitration awards shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof.

     (g) ERISA Default. (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of the Borrower, any of its Subsidiaries or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a Trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower, any of its Subsidiaries or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, any Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could have a Material Adverse Effect.

     (h) Change of Control. A Change of Control shall have occurred.

     (i) Failure of Credit Documents. This Credit Agreement (including the Guaranty) or any other Credit Document or any provision hereof or thereof shall cease to be in full force and effect or to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created hereby or thereby, or any Credit Party or any Person acting by or on behalf of any Credit Party shall deny or disaffirm such Person’s obligations under this Credit Agreement or any other Credit Document.

     (j) Hedging Agreement. Any termination payment shall be due by a Credit Party under any Hedging Agreement and such amount is not paid within the later to occur

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of five (5) Business Days after the due date thereof or the expiration of grace periods, if any, in such Hedging Agreement.

     (k) Subordinated Debt. Any default (which is not waived or cured within the applicable period of grace) or event of default shall occur under any Subordinated Debt or the subordination provisions contained therein shall cease to be in full force and effect or to give the Lenders the rights, powers and privileges purported to be created thereby.

     Section 7.2 Acceleration; Remedies.

     Upon the occurrence and during the continuation of an Event of Default, then, and in any such event, (a) if such event is a Bankruptcy Event, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon), and all other amounts under the Credit Documents (including without limitation the maximum amount of all contingent liabilities under Letters of Credit) shall immediately become due and payable, and the Borrower shall immediately pay to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent drawings under then outstanding Letters of Credit in an amount equal to the maximum amount which may be drawn under Letters of Credit then outstanding, and (b) if such event is any other Event of Default, subject to the terms of Section 8.5, with the written consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, take any or all of the following actions: (i) by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) by notice of default to the Borrower declare the Loans (with accrued interest thereon) and all other amounts owing under this Credit Agreement and the Notes to be due and payable forthwith and direct the Borrower to pay to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent drawings under then outstanding Letters of Credit in an amount equal to the maximum amount of which may be drawn under Letters of Credit then outstanding, whereupon the same shall immediately become due and payable; and/or (iii) exercise on behalf of the Lenders all of its other rights and remedies under this Credit Agreement, the other Credit Documents and applicable law. Except as expressly provided above in this Section 7.2, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Credit Parties.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

     Section 8.1 Appointment.

     Each Lender hereby irrevocably designates and appoints Wachovia as the Administrative Agent of such Lender under this Credit Agreement, and each such Lender irrevocably authorizes Wachovia, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Credit Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any

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provision to the contrary elsewhere in this Credit Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or otherwise exist against the Administrative Agent.

     Section 8.2 Delegation of Duties.

     The Administrative Agent may execute any of its duties under this Credit Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Without limiting the foregoing, the Administrative Agent may appoint one of its affiliates as its agent to perform the functions of the Administrative Agent hereunder relating to the advancing of funds to the Borrower and distribution of funds to the Lenders and to perform such other related functions of the Administrative Agent hereunder as are reasonably incidental to such functions.

     Section 8.3 Exculpatory Provisions.

     Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Credit Agreement (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Credit Party or any officer thereof contained in this Credit Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Credit Documents or for any failure of any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance by any Credit Party of any of the agreements contained in, or conditions of, this Credit Agreement, or to inspect the properties, books or records of any Credit Party.

     Section 8.4 Reliance by Administrative Agent.

     (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Credit Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless an executed Commitment Transfer Supplement has

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been filed with the Administrative Agent pursuant to Section 9.6(c) with respect to the Loans evidenced by such Note. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Credit Documents in accordance with a request of the Required Lenders or all of the Lenders, as may be required under this Credit Agreement, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes.

     (b) For purposes of determining compliance with the conditions specified in Section 4.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

     Section 8.5 Notice of Default.

     The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Credit Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, however, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Credit Agreement expressly requires that such action be taken, or not taken, only with the consent or upon the authorization of the Required Lenders, or all of the Lenders, as the case may be.

     Section 8.6 Non-Reliance on Administrative Agent and Other Lenders.

     Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower or any other Credit Party and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each

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Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Credit Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

     Section 8.7 Indemnification.

     The Lenders agree to indemnify the Administrative Agent in its capacity hereunder (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Commitment Percentages in effect on the date on which indemnification is sought under this Section, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Notes or any Reimbursement Obligation) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of any Credit Document or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction. The agreements in this Section 8.7 shall survive the termination of this Credit Agreement and payment of the Notes, any Reimbursement Obligation and all other amounts payable hereunder.

     Section 8.8 The Administrative Agent in Its Individual Capacity.

     The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and the other Credit Parties as though the Administrative Agent were not the Administrative Agent hereunder. With respect to the Loans made or renewed by it and any Note issued to it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

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     Section 8.9 Successor Administrative Agent.

     The Administrative Agent may resign as Administrative Agent upon 30 days’ prior written notice to the Borrower and the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Credit Agreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor agent shall be approved by the Borrower (such approval not to be unreasonably withheld) so long as no Default or Event of Default has occurred and is continuing, whereupon such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Credit Agreement or any holders of the Notes. If no successor Administrative Agent has accepted appointment as Administrative Agent within thirty (30) days after the retiring Administrative Agent’s giving notice of resignation, the retiring Administrative Agent shall have the right, on behalf of the Lenders, to appoint a successor administrative agent, which successor shall be approved by the Borrower (such approval not to be unreasonably withheld) so long as no Default or Event of Default has occurred and is continuing; provided that such successor administrative agent has minimum capital and surplus of at least $500,000,000. If no successor administrative agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent’s giving notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the indemnification provisions of this Credit Agreement and the other Credit Documents and the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

     Section 8.10 Other Agents.

     None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co—agent,” “book manager,” “book runner,” “lead manager,” “arranger,” “lead arranger” or “co—arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

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ARTICLE IX

MISCELLANEOUS

     Section 9.1 Amendments, Waivers and Release of Collateral.

     Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this Section 9.1. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:

     (i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.9 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.8(b), nor any amendment of Section 2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Loan or Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Revolving Lender and (C) any reduction in the stated rate of interest on the Tranche B Term Loan shall only require the written consent of each Term Loan Lender; or

     (ii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or

     (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or

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     (iv) release the Borrower or all or substantially all of the Guarantors from their respective obligations hereunder or under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or

     (v) release all or substantially all of the Collateral, without the written consent of all of the Lenders and Hedging Agreement Providers; or

     (vi) permit any Credit Party to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders other than in connection with a transaction permitted under Section 6.5(a)(v); or

     (vii) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of all of the Required Lenders or Lenders as appropriate; or

     (viii) amend, modify or waive any provision of the Credit Documents affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender under any Credit Document without the written consent of the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action; or

     (ix) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or

     (x) amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.12(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby.

     Any such waiver, amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

     Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). In addition, the Credit Parties and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the

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manner requested by the Credit Parties, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans and Commitments as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender.

     Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

     Section 9.2 Notices.

     Except as otherwise provided in Article II, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (a) when delivered by hand on a Business Day, (b) when transmitted via telecopy (or other facsimile device) or electronic mail on a Business Day to the number or electronic mail address set out herein, (c) the Business Day following the day on which the same has been delivered prepaid to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case, addressed as follows in the case of the Borrower, the other Credit Parties and the Administrative Agent, and as set forth on Schedule 9.2 in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Notes:

The Borrower	NCI Building Systems, Inc.
and the other	10943 N. Sam Houston Parkway W.
Credit Parties:	Houston, Texas 77064
	Attention: Robert J. Medlock
	Chief Financial Officer
	Telecopier: (281) 477-9675
	Telephone: (281) 897-7765
	Email: bmedlock@ncilp.com
The Administrative
Agent:	Wachovia Bank, National Association
	201 South College Street
	NC0680/CP8
	Charlotte, North Carolina 28288-0608
	Attention: Syndication Agency Services
	Telecopier: (704) 383-3612
	Telephone: (704) 715-1093
	Email: colleen.murphy@wachovia.com

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with a copy to:

Wachovia Bank, National Association

One Wachovia Center, DC-5

Charlotte, North Carolina 28288-0735

Attention: Glenn Edwards

Telecopier: 704-383-3300

Telephone: 704-383-3810

Email: glenn.edwards@wachovia.com

provided, that notices given by the Borrower pursuant to Section 2.1 or Section 2.10 hereof shall be effective only upon receipt thereof by the Administrative Agent.

     Section 9.3 No Waiver; Cumulative Remedies.

     No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

     Section 9.4 Survival of Representations and Warranties.

     All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Credit Agreement and the Notes and the making of the Loans; provided that all such representations and warranties shall terminate on the date upon which the Commitments have been terminated and all amounts owing hereunder and under any Notes have been paid in full.

     Section 9.5 Payment of Expenses and Taxes.

     The Credit Parties agree (a) to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender, the Administrative Agent and the Arrangers harmless from, any and all recording and filing fees and

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any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, the Administrative Agent and the Arrangers and their Affiliates directors, officers, employees, agents, trustees, investment advisors and other representatives harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, the Arrangers or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, the Arrangers or such Lender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder. Notwithstanding anything to the contrary contained in this Section 9.5 or elsewhere in any of the Credit Documents, neither the Borrower nor any Subsidiary shall be obligated to pay or reimburse any Person for any costs, expenses, fees, taxes or other charges of any nature whatsoever that are incurred or payable by any Person in connection with any assignment referred to in Section 9.6(c), any participation referred to in Section 9.6(b) or any pledge or security interest referred to in Section 9.6(h).

     Section 9.6 Successors and Assigns; Participations; Purchasing Lenders.

     (a) This Credit Agreement shall be binding upon and inure to the benefit of the Credit Parties, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and assigns, except that none of the Credit Parties may assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the prior written consent of each Lender.

     (b) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder, in each case in minimum amounts of $1,000,000 (or, if less, the entire amount of such Lender’s Obligations, Commitments or other interests). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Credit Agreement to the other parties to this Credit Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Credit Agreement, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this

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Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of a Participant if such Participant’s participation is not increased as a result thereof), (ii) release the Borrower or any material Guarantor from its obligations under the Guaranty, (iii) release any material portion of the Collateral, or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; provided that each Participant shall be entitled to the benefits of Sections 2.14, 2.15, 2.16, 2.17 and 9.5 with respect to its participation in the Commitments and the Loans outstanding from time to time; provided, that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.

     (c) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time, sell or assign to any Lender or any Affiliate or Approved Fund thereof and to one or more additional banks or financial institutions or entities but neither to the Borrower nor any Affiliate of the Borrower (“Purchasing Lenders”), all or any part of its rights and obligations under this Credit Agreement and the Notes in minimum amounts of (i) $2,500,000 with respect to its Revolving Commitment and its Revolving Loans (or, if less, the entire amount of such Lender’s Revolving Commitment and Revolving Loans) and (ii) $1,000,000 (or any lesser amount as approved by the Administrative Agent) with respect to its Tranche B Term Loans (or, if less, the entire amount of such Lender’s Tranche B Term Loans), pursuant to a Commitment Transfer Supplement, executed by such Purchasing Lender, such transferor Lender, the Administrative Agent (to the extent required) and, so long as no Default or Event of Default has occurred and is continuing, the Borrower, and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that (A) any sale or assignment to an existing Lender, or Affiliate or Approved Fund thereof, shall not require the consent of the Borrower nor shall any such sale or assignment be subject to the minimum assignment amounts specified herein and (B) any sale or assignment of a portion of the Tranche B Term Loan and a Tranche B Term Loan Commitment shall not require the consent of the Borrower. Upon such execution, delivery, acceptance and recording, from and after the Transfer Effective Date specified in such Commitment Transfer Supplement, (x) the Purchasing Lender thereunder shall be

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a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Credit Agreement (and, in the case of a Commitment Transfer Supplement covering all or the remaining portion of a transferor Lender’s rights and obligations under this Credit Agreement, such transferor Lender shall cease to be a party hereto). Such Commitment Transfer Supplement shall be deemed to amend this Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Credit Agreement and the Notes. On or prior to the Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the transferor Lender in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the form of the Notes replaced thereby.

     (d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address referred to in Section 9.2 a copy of each Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

     (e) Upon its receipt of a duly executed Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender (except for any assignment by a Lender to an Affiliate of such Lender), as agreed between them, of a registration and processing fee of $3,500 for each Purchasing Lender (except that in the case of contemporaneous assignments by a Lender to more than one Approved Fund managed by the same investment advisor which are not then Lenders hereunder, only a single such $3,500 fee shall be payable for contemporaneous assignments) listed in such Commitment Transfer Supplement and the Notes subject to such Commitment Transfer Supplement (for which neither the Borrower, nor any Subsidiary shall have any obligations for payment or reimbursement), the Administrative Agent shall (i) accept such Commitment Transfer Supplement and (ii) record the information contained therein in the Register.

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     (f) Each Credit Party authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Credit Parties and their Affiliates which has been delivered to such Lender by or on behalf of a Credit Party pursuant to this Credit Agreement or which has been delivered to such Lender by or on behalf of a Credit Party in connection with such Lender’s credit evaluation of the Credit Parties and their Affiliates prior to becoming a party to this Credit Agreement, in each case subject to Section 9.14.

     (g) At the time of each assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.18 Certificate) described in Section 2.18.

     (h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Credit Agreement (including, without limitation, any right to payment of principal and interest under any Note) to secure obligations of such Lender, including without limitation, (i) any pledge or assignment to secure obligations to a Federal Reserve Bank and (ii) in the case of any Lender that is a fund or trust or entity that invests in commercial bank loans in the ordinary course of business, any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender including to any trustee for, or any other representative of, such holders; it being understood that the requirements for assignments set forth in this Section 9.6 shall not apply to any such pledge or assignment of a security interest, except with respect to any foreclosure or similar action taken by such pledgee or assignee with respect to such pledge or assignment; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto and no such pledgee or assignee shall have any voting rights under this Credit Agreement unless and until the requirements for assignments set forth in this Section 9.6 are complied with in connection with any foreclosure or similar action taken by such pledgee or assignee.

     Section 9.7 Adjustments; Set-off.

     (a) Each Lender agrees that if any Lender (a “benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to a Bankruptcy Event, or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if

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all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

     (b) In addition to any rights and remedies of the Lenders provided by law (including, without limitation, other rights of set-off), each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon the occurrence of any Event of Default, to setoff and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by or owing to such Lender or any branch or agency thereof to or for the credit or the account of the Borrower or any other Credit Party, or any part thereof in such amounts as such Lender may elect, against and on account of the Loans and other Credit Party Obligations of the Borrower and the other Credit Parties to such Lender hereunder and claims of every nature and description of such Lender against the Borrower and the other Credit Parties, in any currency, whether arising hereunder, under any other Credit Document or any Hedging Agreement provided by such Lender pursuant to the terms of this Agreement, as such Lender may elect, whether or not such Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The aforesaid right of set-off may be exercised by such Lender against the Borrower, any other Credit Party or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrower or any other Credit Party, or against anyone else claiming through or against the Borrower, any other Credit Party or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

     Section 9.8 Table of Contents and Section Headings.

     The table of contents and the Section and subsection headings herein are intended for convenience only and shall be ignored in construing this Credit Agreement.

     Section 9.9 Counterparts.

     This Credit Agreement may be executed by one or more of the parties to this Credit Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A counterpart hereof (or signature

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page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document. A set of the copies of this Credit Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

     Section 9.10 Integration; Effectiveness; Continuing Agreement.

     (a) This Credit Agreement, together with the other Credit Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Credit Agreement and those of any other Credit Document, the provisions of this Credit Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Credit Document shall not be deemed a conflict with this Credit Agreement. Each Credit Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

     (b) This Credit Agreement shall become effective at such time when all of the conditions set forth in Section 4.1 have been satisfied or waived by the Lenders and it shall have been executed by the Borrower, the Guarantors and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors and permitted assigns.

     (c) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, LOC Obligations, interest, fees and other Credit Party Obligations (other than those obligations that expressly survive the termination of this Credit Agreement) have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than those obligations that expressly survive the termination of this Credit Agreement) under the Credit Documents and the Administrative Agent shall, at the request and expense of the Borrower, deliver all the Collateral in its possession to the Borrower and release all Liens on the Collateral; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Credit Documents shall automatically be reinstated and all Liens of the Administrative Agent shall reattach to the Collateral and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party Obligations.

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     Section 9.11 Severability.

     Any provision of this Credit Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 9.12 Governing Law.

     This Credit Agreement and the Notes and the rights and obligations of the parties under this Credit Agreement and the Notes shall be governed by, and construed and interpreted in accordance with, the law of the State of North Carolina.

     Section 9.13 Consent to Jurisdiction and Service of Process.

     All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of North Carolina, and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

     Section 9.14 Arbitration.

     (a) Notwithstanding the provisions of Section 9.13 to the contrary, upon demand of any party hereto, whether made before or within three (3) months after institution of any judicial proceeding, any dispute, claim or controversy arising out of, connected with or relating to this Credit Agreement and the other Credit Documents (“Disputes”) between or among parties to this Credit Agreement shall be resolved by binding arbitration as provided herein. Institution of a judicial proceeding by a party

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does not waive the right of that party to demand arbitration hereunder. Disputes may include, without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, claims arising from Credit Documents executed in the future, or claims arising out of or connected with the transactions reflected by this Credit Agreement.

     Arbitration shall be conducted under and governed by the Commercial Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”) and Title 9 of the U.S. Code. All arbitration hearings shall be conducted in Charlotte, North Carolina. A hearing shall begin within 90 days of demand for arbitration and all hearings shall be concluded within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then no more than a total extension of 60 days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000. All applicable statutes of limitation shall apply to any Dispute. A judgment upon the award may be entered in any court having jurisdiction. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties hereto do not waive applicable Federal or state substantive law except as provided herein. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to Hedging Agreements.

     (b) Notwithstanding the preceding binding arbitration provisions, the Administrative Agent, the Lenders, the Borrower and the other Credit Parties agree to preserve, without diminution, certain remedies that the Administrative Agent on behalf of the Lenders may employ or exercise freely, independently or in connection with an arbitration proceeding or after an arbitration action is brought. The Administrative Agent on behalf of the Lenders shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted under Credit Documents or under applicable law or by judicial foreclosure and sale, including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute.

     (c) The parties hereto agree that they shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute whether the Dispute is resolved by arbitration or judicially.

     (d) By execution and delivery of this Credit Agreement, each of the parties hereto accepts, for itself and in connection with its properties, generally and uncondition

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ally, the non-exclusive jurisdiction relating to any arbitration proceedings conducted under the Arbitration Rules in Charlotte, North Carolina and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available.

     Section 9.15 Confidentiality.

     The Administrative Agent and each of the Lenders agrees that, without the prior consent of the Borrower, it will use its best efforts not to disclose any information with respect to the Credit Parties which is furnished pursuant to this Credit Agreement, any other Credit Document or any documents contemplated by or referred to herein or therein and which is designated by the Borrower to the Lenders in writing as confidential or as to which it is otherwise reasonably clear such information is not public, except that any Lender may disclose any such information (a) to its employees, Affiliates, auditors and counsel or to another Lender, (b) as has become generally available to the public other than by a breach of this Section 9.15, (c) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or the OCC or the NAIC or similar organizations (whether in the United States or elsewhere) or their successors, (d) as may be required or appropriate in response to any summons or subpoena or any law, order, regulation or ruling applicable to such Lender, (e) to any prospective Participant or assignee in connection with any contemplated transfer pursuant to Section 9.6; provided that such prospective transferee shall have been made aware of this Section 9.15 and shall have agreed to be bound by its provisions as if it were a party to this Credit Agreement, (f) to Gold Sheets and other similar bank trade publications; such information to consist of deal terms and other information regarding the credit facilities evidenced by this Credit Agreement customarily found in such publications, (g) in connection with any suit, action or proceeding for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies or interests under or in connection with the Credit Documents or any Secured Hedging Agreement, (h) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 9.15), and (i) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender.

     Section 9.16 Acknowledgments.

     The Borrower and the other Credit Parties each hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and delivery of each Credit Document;

     (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower or any other Credit Party arising out of or in connection with this Credit Agreement and the relationship between Administrative

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Agent and Lenders, on one hand, and the Borrower and the other Credit Parties, on the other hand, in connection herewith is solely that of debtor and creditor; and

     (c) no joint venture exists among the Lenders or among the Borrower or the other Credit Parties and the Lenders.

     Section 9.17 Waivers of Jury Trial; Waiver of Consequential Damages.

     THE BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders agree not to assert any claim against any other party to this Credit Agreement or any their respective directors, officers, employees, attorneys, Affiliates or agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein.

     Section 9.18 Patriot Act Notice.

     Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies the Borrower that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act.

ARTICLE X

GUARANTY

     Section 10.1 The Guaranty.

     In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Secured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the Credit Party Obligations becomes due and payable hereunder or under any Secured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order,

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or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations.

     Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

     Section 10.2 Bankruptcy.

     Additionally, each of the Guarantors unconditionally and irrevocably guarantees jointly and severally the payment of any and all Credit Party Obligations of the Borrower to the Lenders and any Hedging Agreement Provider whether or not due or payable by the Borrower upon the occurrence of any Bankruptcy Event, and unconditionally promises to pay such Credit Party Obligations to the Administrative Agent for the account of the Lenders and to any such Hedging Agreement Provider, or order, on demand, in lawful money of the United States. Each of the Guarantors further agrees that to the extent that the Borrower or a Guarantor shall make a payment or a transfer of an interest in any property to the Administrative Agent, any Lender or any Hedging Agreement Provider, which payment or transfer or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, or otherwise is avoided, and/or required to be repaid to the Borrower or a Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such avoidance or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made.

     Section 10.3 Nature of Liability.

     The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

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     Section 10.4 Independent Obligation.

     The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions.

     Section 10.5 Authorization.

     Each of the Guarantors authorizes the Administrative Agent, each Lender and each Hedging Agreement Provider without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Credit Party Obligations or any part thereof in accordance with this Agreement and any Secured Hedging Agreement, as applicable, including any increase or decrease of the rate of interest thereon, (b) take and hold security from any Guarantor or any other party for the payment of this Guaranty or the Credit Party Obligations and exchange, enforce waive and release any such security, (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders in their discretion may determine and (d) release or substitute any one or more endorsers, Guarantors, the Borrower or other obligors.

     Section 10.6 Reliance.

     It is not necessary for the Administrative Agent, the Lenders or any Hedging Agreement Provider to inquire into the capacity or powers of the Borrower or the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Credit Party Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

     Section 10.7 Waiver.

     (a) Each of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require the Administrative Agent, any Lender or any Hedging Agreement Provider to (i) proceed against the Borrower, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other guarantor or any other party, or (iii) pursue any other remedy in the Administrative Agent’s, any Lender’s or any Hedging Agreement Provider’s power whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of the Borrower, any other guarantor or any other party other than payment in full of the Credit Party Obligations (other than contingent indemnity obligations), including without limitation any defense based on or arising out of the disability of the Borrower, any other guarantor or any other party, or the unenforceability of the Credit Party Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full of the Credit Party Obligations.

108

Without limiting the generality of the provisions of this Article X, each of the Guarantors hereby specifically waives the benefits of N.C. Gen. Stat. § 26-7 through 26-9, inclusive. The Administrative Agent may, at its election, foreclose on any security held by the Administrative Agent by one or more judicial or nonjudicial sales (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Administrative Agent or any Lender may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Credit Party Obligations have been paid in full and the Commitments have been terminated. Each of the Guarantors waives any defense arising out of any such election by the Administrative Agent or any of the Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantors against the Borrower or any other party or any security.

     (b) Each of the Guarantors waives all presentments, demands for performance, protests and notices, including without limitation notices of nonperformance, notice of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional Credit Party Obligations. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Credit Party Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any Lender shall have any duty to advise such Guarantor of information known to it regarding such circumstances or risks.

     (c) Each of the Guarantors hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders or any Hedging Agreement Provider against the Borrower or any other guarantor of the Credit Party Obligations of the Borrower owing to the Lenders or such Hedging Agreement Provider (collectively, the “Other Parties”) and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guaranty until such time as the Credit Party Obligations shall have been paid in full and the Commitments have been terminated. Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Administrative Agent, the Lenders or any Hedging Agreement Provider now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Credit Party Obligations of the Borrower and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Lenders and/or the Hedging Agreement Providers to secure payment of the Credit Party Obligations of the Borrower until such time as the Credit Party Obligations (other than contingent indemnity obligations) shall have been paid in full and the Commitments have been terminated.

109

     Section 10.8 Limitation on Enforcement.

     The Lenders and the Hedging Agreement Providers agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders or such Hedging Agreement Provider (only with respect to obligations under the applicable Secured Hedging Agreement) and that no Lender or Hedging Agreement Provider shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Credit Agreement and for the benefit of any Hedging Agreement Provider under any Secured Hedging Agreement. The Lenders and the Hedging Agreement Providers further agree that this Guaranty may not be enforced against any director, officer, employee or stockholder of the Guarantors.

     Section 10.9 Confirmation of Payment.

     The Administrative Agent and the Lenders will, upon request after payment of the Credit Party Obligations and termination of the Commitments relating thereto, confirm to the Borrower, the Guarantors or any other Person that such indebtedness and obligations have been paid and the Commitments relating thereto terminated, subject to the provisions of Section 10.2.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

110

IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed and delivered by its proper and duly authorized officers as of the day and year first above written.

BORROWER:	NCI BUILDING SYSTEMS, INC.
	By: Name:	/s/ Robert J. Medlock Robert J. Medlock
	Title:	Executive Vice President and
		Chief Financial Officer
GUARANTORS:	NCI HOLDING CORP.
	NCI OPERATING CORP.
	METAL COATERS OF CALIFORNIA, INC.
	By: Name:	/s/ Robert J. Medlock Robert J. Medlock
	Title:	Executive Vice President and
		Chief Financial Officer
	A & S BUILDING SYSTEMS, L.P.
	NCI BUILDING SYSTEMS, L.P.
	METAL BUILDING COMPONENTS, L.P.
	NCI GROUP, L.P.
		NCI OPERATING CORP.,
		as General Partner
	By: Name:	/s/ Robert J. Medlock Robert J. Medlock
	Title:	Executive Vice President and
		Chief Financial Officer

NCI Building Systems, Inc.
Credit Agreement

ADMINISTRATIVE AGENT AND LENDERS:
	WACHOVIA BANK, NATIONAL
	ASSOCIATION,
	as Administrative Agent and as a Lender
	By: Name:	/s/ Glenn F. Edwards Glenn F. Edwards
	Title:	Managing Director

NCI Building Systems, Inc.
Credit Agreement

ALLIED IRISH BANKS, P.L.C.,
as a Lender
By: Name:	/s/ Margaret Brennan Margaret Brennan
Title:	Vice President
By: Name:	/s/ Joseph S. Augustini Joseph S. Augustini
Title:	Vice President

NCI Building Systems, Inc.
Credit Agreement

BANK OF AMERICA, N.A.,
as Syndication Agent and as a Lender
By: Name:	/s/ Brian D. Corum Brian D. Corum
Title:	Managing Director

NCI Building Systems, Inc.
Credit Agreement

BNP PARIBAS,
as a Lender
By: Name:	/s/ Mike Shryock Mike Shryock
Title:	Director
By: Name:	/s/ Aurora L. Abella Aurora L. Abella
Title:	Vice President

NCI Building Systems, Inc.
Credit Agreement

CREDIT INDUSTRIEL ET
COMMERCIAL, as a Lender
By: Name:	/s/ Anthony Rock Anthony Rock
Title:	Vice President
By: Name:	/s/ Marcus Edward Marcus Edward
Title:	Vice President

NCI Building Systems, Inc.
Credit Agreement

COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.V.
“RABOBANK INTERNATIONAL”,
NEW YORK BRANCH, as a Lender
By: Name:	/s/ Bert M. Corum Bert M. Corum
Title:	Executive Director
By: Name:	/s/ Rebecca O. Morrow Rebecca O. Morrow
Title:	Executive Director

NCI Building Systems, Inc.
Credit Agreement

GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By: Name:	/s/ Brian P. Schwinn Brian P. Schwinn
Title:	Duly Authorized Signatory

NCI Building Systems, Inc.
Credit Agreement

GUARANTY BANK, as a Lender
By: Name:	/s/ Scott L. Brewer Scott L. Brewer
Title:	SVP

NCI Building Systems, Inc.
Credit Agreement

NATIONAL CITY BANK,
as a Lender
By: Name:	/s/ Frank Byrne Frank Byrne
Title:	Account Officer

NCI Building Systems, Inc.
Credit Agreement

Schedule 1.1(a)

[FORM OF]
NOTICE OF ACCOUNT DESIGNATION

                    , 2004

Wachovia Bank, National Association,
as Administrative Agent
Charlotte Plaza
201 South College Street, CP-8
Charlotte, North Carolina 28288-0680
Attn: Syndication Agency Services

Ladies and Gentlemen:

     This Notice of Account Designation is delivered to you by NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), under the Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the Lenders from time to time party thereto and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

     The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account, unless the Borrower shall designate, in writing to the Administrative Agent, one or more other accounts:

[                                        ]
ABA Routing Number [                    ]
Account #[                    ]

     Notwithstanding the foregoing, on the Closing Date, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation this ___ day of                     , 2004.

NCI BUILDING SYSTEMS, INC.,
a Delaware corporation
 

By:  

Name:  

Title:  

SCHEDULE 1.1(b)

EXISTING LETTERS OF CREDIT

1.	Standby Letter of Credit issued by Bank of America, N.A. (No. 907590) in favor of Traveler’s Insurance Indemnity Company in the amount of $                  (expiring on or around November 2004).
2.	Standby Letter of Credit issued by Bank of America, N.A. (No. 3050664) in favor of St. Paul Fire and Marine Insurance Company in the amount of $                  (expiring on November 1 or 17, 2004).

SCHEDULE 1.1(c)

EXISTING INVESTMENTS

1. NCI and its subsidiaries make employee loans and advances in the ordinary course and in de minimus amounts, except that the companies do not make loans to NCI’s executive officers or directors.

Page 1 of 1

SCHEDULE 1.1(d)

EXISTING LIENS

1. NCI Building Systems, Inc.

		Financing
Filed With	Secured Party	Statement No.		Covering	Notice Only
Delaware Secretary of State	Wells Fargo Equipment Finance, Inc.		10987581		Forklift
Delaware Secretary of State	CIT Communications Finance Corporation		20995138		Equipment
Delaware Secretary of State	Cisco Systems Capital Corporation		21682909		Equipment
Delaware Secretary of State	Inter-Tel Leasing, Inc.		22689028		Equipment
Delaware Secretary of State	IOS Capital, LLC		30937360		Equipment
Delaware Secretary of State	Citicorp Del Lease, Inc.		31942500		Equipment
Delaware Secretary of State	IOS Capital LLC		32097163		Equipment
Delaware Secretary of State	OCE-USA, Inc.		32113788		Equipment
Texas Secretary of State	Associates Leasing Inc.		99-137549		Equipment
Texas Secretary of State	Associates Leasing Inc.		00-477952		Equipment
Texas Secretary of State	Associates Leasing Inc.		00-481981		Equipment
Texas Secretary of State	Associates Leasing Inc.		00-491170		Equipment
Texas Secretary of State	Associates Leasing Inc.		00-499312		Equipment
Texas Secretary of State	Associates Leasing Inc.		00-519468		Equipment
Texas Secretary of State	Associates Leasing Inc.		00-539310		Equipment
Texas Secretary of State	Associates Leasing Inc.		00-546775		Equipment
Texas Secretary of State	U.S. Bancorp Leasing & Financial		00-613731		Equipment
Texas Secretary of State	Associates Leasing Inc.		00-622719		Equipment
Texas Secretary of State	Associates Leasing Inc.		01-041772		Equipment
Texas Secretary of State	Associates Leasing Inc.		01-050056		Equipment
Texas Secretary of State	Associates Leasing Inc.		01-085886		Equipment

Page 1 of 4

		Financing
Filed With	Secured Party	Statement No.		Covering	Notice Only
Texas Secretary of State	Citicorp Vendor Finance, Inc		01-123985		Equipment
Texas Secretary of State	xpedx (div. of International Paper Company)		02-0002711891		Products received on consignment
Texas Secretary of State	Cisco Systems Capital Corporation		02-0036598093		Equipment

2. NCI Operating Corp.

		Financing
Filed With	Secured Party	Statement No.	Covering	Notice Only
None

3. NCI Holding Corp.

		Financing
Filed With	Secured Party	Statement No.	Covering	Notice Only
None

4. NCI Building Systems, L.P.

		Financing
Filed With	Secured Party	Statement No.		Covering	Notice Only
Texas Secretary of State	Winthrop Resources Corporation		99-225230		Equipment
Texas Secretary of State	U.S. Bancorp Leasing & Financial		00-437979		Equipment
Texas Secretary of State	Inter-Tel Leasing Inc.		00-506246		Equipment
Texas Secretary of State	Wells Fargo Equipment Finance, Inc		00-507561		Equipment
Texas Secretary of State	Associates Leasing Inc.		00-539310		Equipment
Texas Secretary of State	U.S. Bancorp Leasing & Financial		00-542673		Equipment
Texas Secretary of State	General Electric Capital Corporation		00-646191		Equipment
Texas Secretary of State	Associates Leasing Inc.		00-649546		Equipment
Texas Secretary of State	Associates Leasing Inc.		01-001064		Equipment
Texas Secretary of State	U.S. Bancorp. Leasing & Financial		01-046171		Equipment
Texas Secretary of State	xpedx (div. of International Paper Company)		02-0002711891		Products received on consignment

Page 2 of 4

		Financing
Filed With	Secured Party	Statement No.		Covering	Notice Only
Texas Secretary of State	Sun Microsystems Finance, a Sun Microsystems, Inc. Business		02-0037020418		Equipment
Texas Secretary of State	ISI Commercial Refrigeration, L.P.		03-0024180230		Equipment
Texas Secretary of State	Atlas Bolt & Screw Company		03-0034023904		Consigned Inventory
Delaware Secretary of State	Inter-Tel Leasing, Inc.		22689028		Equipment
Delaware Secretary of State	IOS Capital		33023234		Equipment
Delaware Secretary of State	IOS Capital		33023275		Equipment
Delaware Secretary of State	IOS Capital		33343814		Equipment
Delaware Secretary of State	IOS Capital		40518755		Equipment
Delaware Secretary of State	IOS Capital		40518763		Equipment
Delaware Secretary of State	IOS Capital		40518789		Equipment
Delaware Secretary of State	IOS Capital		40518797		Equipment
Delaware Secretary of State	IOS Capital		40720013		Equipment
Delaware Secretary of State	IOS Capital		41353541		Equipment

5. A&S Building Systems, L.P.

		Financing
Filed With	Secured Party	Statement No.	Covering	Notice Only
Texas Secretary of State	NEC America, Inc.	01-139554		Equipment

6. NCI Group, L.P. (f/k/a Metal Coaters Operating, L.P.)

		Financing
Filed With	Secured Party	Statement No.	Covering	Notice Only
Texas Secretary of State	Wells Fargo Equipment Finance, Inc.	02-0010532124		Equipment
Texas Secretary of State	Bethlehem Steel Corporation	02-0014180753		Consigned Steel
Texas Secretary of State	Wells Fargo Bank, National Association, as Agent	03-0025024682		Consigned Materials

Page 3 of 4

7. Metal Building Components, L.P. and/or Metal Building Components, Inc. and/or MBCI

		Financing
Filed With	Secured Party	Statement No.		Covering	Notice Only
Texas Secretary of State	Signode Corporation		85-278476		Equipment
Texas Secretary of State	Associates Leasing, Inc.		99-149005		Equipment
Texas Secretary of State	Associates Leasing, Inc.		99-161548		Equipment
Texas Secretary of State	Linc Monex, a division of Linc Capital, Inc.		99-239713		Equipment
Texas Secretary of State	Mellon Leasing		00-447846		Equipment
Texas Secretary of State	Associates Leasing, Inc.		00-554701		Equipment
Texas Secretary of State	Citicorp Del Lease, Inc.		01-006552		Equipment
Texas Secretary of State	U.S. Bancorp Equipment Finance, Inc.		04-0041133591		Equipment
Hinds County, Mississippi (1st district)	Signode Corporation		381721		Equipment

8. Metal Coaters of California, Inc.

		Financing
Filed With	Secured Party	Statement No.	Covering	Notice Only
Texas Secretary of State	Bethlehem Steel Corporation	02-0014180642		Consigned Steel
Texas Secretary of State	United States Steel Corporation	04-0058433219		Consigned Steel

Page 4 of 4

Schedule 2.1(a)

SCHEDULE OF LENDERS AND
COMMITMENTS

Lender	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
Wachovia Bank, National Association	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
Allied Irish Banks, p.l.c.	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
Bank of America, N.A.	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
BNP Paribas	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
Credit Industriel et Commercial	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.V. “Rabobank International”, New York Branch	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
General Electric Capital Corporation	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
Guaranty Bank	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
National City Bank	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
Southwest Bank of Texas, N.A.	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
Washington Mutual Bank	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*
Total:	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*	[Redacted]*

* Indicates redacted and filed separately with the Securities and Exchange Commission.

Schedule 2.1(b)(i)

[FORM OF]
NOTICE OF BORROWING

                    , 2004

Wachovia Bank, National Association,
as Administrative Agent
Charlotte Plaza
201 South College Street, CP-8
Charlotte, North Carolina 28288-0680
Attn: Syndication Agency Services

Ladies and Gentlemen:

     Pursuant to Section [2.1(b)(i)][2.4(b)(i)][4.3(b)] of the Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”), the Borrower hereby requests the following (the “Proposed Borrowing”):

I. Revolving Loans be made as follows:

		Interest	Interest
		Rate	Period
		(Alternate Base	(One, two, three or six months—
Date	Amount	Rate/LIBOR Rate)	for LIBOR Rate only)

      NOTE: BORROWINGS MUST BE IN MINIMUM AGGREGATE DOLLAR AMOUNTS OF $1,000,000 AND $1,000,000 INCREMENTS IN EXCESS THEREOF.

II.	Swingline Loans be made on [date] as follows:
	Swingline Loans requested:

(1) Total Amount of Swingline Loans                      $                    

      NOTE: SWINGLINE LOAN BORROWINGS MUST BE IN MINIMUM AMOUNTS OF $100,000 AND IN INTEGRAL AMOUNTS OF $100,000 IN EXCESS THEREOF.

III. The Tranche B Term Loan be made on                                          [must be at least three Business Days after the date this Notice of Borrowing is submitted].

     Terms defined in the Credit Agreement shall have the same meanings when used herein.

     The undersigned hereby certifies that the following statements are true on the date hereof and will be true on the date of the Proposed Borrowing:

     (A) the representations and warranties made by the Credit Parties in the Credit Agreement, in the Security Documents or which are contained in any certificate furnished at any time under or in connection therewith shall be true and correct on and as of the date of the Proposed Borrowing as if made on and as of such date;

     (B) no Default or Event of Default shall have occurred and be continuing on the date of the Proposed Borrowing, or after giving effect to the Proposed Borrowing; and

     (C) immediately after giving effect to the making of the Proposed Borrowing (and the application of the proceeds thereof), (i) the sum of outstanding Revolving Loans plus outstanding LOC Obligations plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the Swingline Loans shall not exceed the Swingline Committed Amount.

Very truly yours,

NCI BUILDING SYSTEMS, INC.,
a Delaware corporation
 

By:  

Name:  

Title:  

Schedule 2.1(e)

[FORM OF]
REVOLVING NOTE

                    , 200___

     FOR VALUE RECEIVED, the undersigned, NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”) hereby unconditionally promises to pay, on the Revolving Commitment Termination Date (as defined in the Credit Agreement referred to below), to the order of                      (the “Lender”) at the office of Wachovia Bank, National Association located at Charlotte Plaza, 201 South College Street, CP-8, Charlotte, North Carolina 28288-0680, in lawful money of the United States of America and in immediately available funds, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the undersigned pursuant to Section 2.1 of the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement.

     The holder of this Note is authorized to endorse the date and amount of each Loan pursuant to Section 2.1 of the Credit Agreement and each payment of principal and interest with respect thereto and its character as a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule I annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed (absent error); provided, however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note.

     This Note is one of the Revolving Notes referred to in the Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”), and is entitled to the benefits thereof. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

     Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees.

     All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NORTH CAROLINA.

NCI BUILDING SYSTEMS, INC.,
a Delaware corporation
 

By:  

Name:  

Title:  

SCHEDULE 1
to
Revolving Note

LOANS AND PAYMENTS OF PRINCIPAL

						Principal
	Amount	Type				Paid
	Of	of	Interest	Interest	Maturity	or	Principal	Notation
Date	Loan	Loan1	Rate	Period	Date	Converted	Balance	Made By

¹ The type of Loan may be represented by “L” for LIBOR Rate Loans or “ABR” for Alternate Base Rate Loans.

Schedule 2.2(d)

[FORM OF]
TRANCHE B TERM NOTE

                    , 2004

     FOR VALUE RECEIVED, the undersigned, NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”) hereby unconditionally promises to pay, on the Tranche B. Term Loan Maturity Date (as defined in the Credit Agreement referred to below), to the order of                      (the “Lender”) at the office of Wachovia Bank, National Association at Charlotte Plaza, 201 South College Street, CP-8, Charlotte, North Carolina 28288-0680, in lawful money of the United States of America and in immediately available funds, the aggregate unpaid principal amount of the Tranche B Term Loan made by the Lender to the undersigned pursuant to Section 2.2 of the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement.

     The holder of this Note is authorized to endorse the date and amount of each payment of principal and interest with respect to the Tranche B Term Loan evidenced by this Note and the portion thereof that constitutes a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule I annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed (absent error); provided, however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note.

     This Note is one of the Tranche B Term Notes referred to in the Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”), and is entitled to the benefits thereof. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

     Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees.

     All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NORTH CAROLINA.

NCI BUILDING SYSTEMS, INC.,

a Delaware corporation

By:

Name:

Title:

SCHEDULE 1
to
Tranche B Term Note

LOANS AND PAYMENTS OF PRINCIPAL

						Principal
	Amount	Type				Paid
	of	of	Interest	Interest	Maturity	Or	Principal	Notation
Date	Loan	Loan1	Rate	Period	Date	Converted	Balance	Made By

¹ The type of Loan may be represented by “L” for LIBOR Rate Loans or “ABR” for Alternate Base Rate Loans.

Schedule 2.4(d)

[FORM OF]
SWINGLINE NOTE

                    , 2004

     FOR VALUE RECEIVED, the undersigned, NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”) hereby unconditionally promises to pay on the Revolving Commitment Termination Date (as defined in the Credit Agreement referred to below), to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the “Swingline Lender”) at the office of Wachovia Bank, National Association at Charlotte Plaza, 201 South College Street, CP-8, Charlotte, North Carolina 28288-0680, in lawful money of the United States of America and in immediately available funds, the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the undersigned pursuant to Section 2.4 of the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement.

     The holder of this Note is authorized to endorse the date and amount of each Swingline Loan pursuant to Section 2.4 of the Credit Agreement and each payment of principal and interest with respect thereto and its character as an Alternate Base Rate Loan or otherwise on Schedule I annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed (absent error); provided, however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note.

     This Note is the Swingline Note referred to in the Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”), and is entitled to the benefits thereof. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

     Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees.

     All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NORTH CAROLINA.

NCI BUILDING SYSTEMS, INC.,

a Delaware corporation

By:

Name:

Title:

SCHEDULE 1
to
Swingline Note

LOANS AND PAYMENTS OF PRINCIPAL

	Amount	Type
	of	of	Interest	Principal	Principal	Notation
Date	Loan	Loan	Rate	Paid	Balance	Made By

Schedule 2.10

[FORM OF]
NOTICE OF CONVERSION/EXTENSION

                    , 2004

Wachovia Bank, National Association,
as Administrative Agent
Charlotte Plaza
201 South College Street, CP-8
Charlotte, North Carolina 28288-0680
Attn: Syndication Agency Services

Ladies and Gentlemen:

     Pursuant to Section 2.10 of the Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”), the Borrower hereby requests ___conversion or ___extension of the following Loans be made as follows (the “Proposed Conversion/Extension”):

				Requested Interest	Requested Interest
	Current Interest			Rate	Period
Applicable	Rate and Interest		Amount to be	(Alternate Base	(One, two, three or six months-
Loan	Period	Date	converted/extended	Rate/LIBOR Rate)	- for LIBOR Rate only)

NOTE: PARTIAL CONVERSIONS MUST BE IN MINIMUM AMOUNTS OF $1,000,000 AND $1,000,000 INCREMENTS IN EXCESS THEREOF.

     Terms defined in the Credit Agreement shall have the same meanings when used herein.

     The undersigned hereby certifies that the following statements are true on the date hereof and will be true on the date of the Proposed Conversion/Extension:

     (A) the representations and warranties made by the Credit Parties in the Credit Agreement, in the Security Documents or which are contained in any certificate furnished at any time under or in connection therewith shall be true and correct on and as of the date of the Proposed Conversion/Extension as if made on and as of such date;

     (B) no Default or Event of Default will have occurred and be continuing on the date of the Proposed Conversion/Extension, or after giving effect to the Proposed Conversion/Extension; and

     (C) immediately after giving effect to the making of the Proposed Conversion/Extension, (i) the sum of outstanding Revolving Loans plus outstanding LOC Obligations plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the Swingline Loans shall not exceed the Swingline Committed Amount.

Very truly yours,

NCI BUILDING SYSTEMS, INC.,

a Delaware corporation

By:

Name:

Title:

Schedule 2.18

TAX EXEMPT CERTIFICATE

     Reference is hereby made to the Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended.

[NAME OF LENDER]

By:

Name:

Title:

SCHEDULE 3.3

JURISDICTIONS OF ORGANIZATION AND QUALIFICATION

		JURISDICTION OF
		INCORPORATION	JURISDICTION OF
	COMPANY	OR ORGANIZATION	QUALIFICATION
1.	NCI Building Systems, Inc.	Delaware	Texas
2.	NCI Operating Corp.	Nevada	California
			Florida
			Georgia
			Illinois
			Massachusetts
			Michigan
			Mississippi
			North Dakota
			Ohio
			Oregon
			South Carolina Texas
			Utah
			Virginia
3.	NCI Holding Corp.	Delaware	None
4.	Metal Coaters of California, Inc.	Texas	California
5.	A & S Building Systems, L.P.	Texas	Florida
			Michigan
			South Carolina
			Tennessee

Page 1 of 3

		JURISDICTION OF
		INCORPORATION	JURISDICTION OF
	COMPANY	OR ORGANIZATION	QUALIFICATION
6.	NCI Building Systems, L.P.	Texas	Alabama
			Arizona
			California
			Florida
			Georgia
			Illinois
			Iowa
			Massachusetts
			Mississippi
			New Mexico
			North Carolina
			Ohio
			Oklahoma
			South Carolina
			Wisconsin
7.	Metal Building Components, L.P.	Texas	Arizona
			California
			Florida
			Georgia
			Idaho
			Indiana
			Iowa
			Kentucky
			Michigan
			Mississippi
			Nebraska
			New Jersey
			New York
			North Dakota
			Oklahoma
			Pennsylvania
			Tennessee
			Utah
			Virginia

Page 2 of 3

		JURISDICTION OF
		INCORPORATION	JURISDICTION OF
	COMPANY	OR ORGANIZATION	QUALIFICATION
8.	NCI Group, L.P.	Texas	Alabama
			Arizona
			Arkansas
			California
			Colorado
			Florida
			Georgia
			Idaho
			Illinois
			Indiana
			Iowa
			Kansas
			Kentucky
			Louisiana
			Massachusetts
			Michigan
			Minnesota
			Mississippi
			Missouri
			Nebraska
			Nevada
			New Jersey
			New Mexico
			New York
			North Carolina
			Ohio
			Oklahoma
			Oregon
			Pennsylvania
			South Carolina
			Tennessee
			Utah
			Virginia
			Washington
			West Virginia
			Wisconsin

Page 3 of 3

SCHEDULE 3.12

SUBSIDIARIES

	Jurisdiction	No. of		Owner of	No. of		Percentage
	of	Outstanding	Outstanding	Outstanding	Shares/		of Shares/
	Incorporation	Shares/	Warrants,	Shares/	Interests		Interests
Subsidiary	/Organization	Interests	Options, Etc.	Interests	Owned		Owned
Building Systems de México, S.A. de C.V.	Mexican Stock corporation with variable capital (domiciled in Monterrey)	50,000 Series A Shares One and 00/100 Mexican Pesos (MX. 1.00) par value (fixed cap.) Series B Shares One and 00/100 Mexican Pesos (MX. 1.00) par value (variable cap.)	N/A N/A	NCI Building Systems, Inc. Empresas STIVA, S.A. de C.V. NCI Building Systems, Inc. Empresas STIVA, S.A. de C.V.		25,500 24,500 30,702,143 29,486,710		51 49 51 49
NCI Operating Corp.	Nevada	1,000 shares of common stock, $1.00 par value	N/A	NCI Building Systems, Inc.		1,000		100
NCI Holding Corp.	Delaware	1,000 shares of common stock, $1.00 par value	N/A	NCI Building Systems, Inc.		1,000		100
Metal Coaters of California, Inc.	Texas	10,000 shares of common stock, $0.10 par value	N/A	NCI Holding Corp.		10,000		100
A&S Building Systems, L.P.	Texas	general partnership interest limited partnership interest	N/A	NCI Operating Corp. NCI Holding Corp.		N/A N/A		1 99

Page 1 of 2

	Jurisdiction	No. of		Owner of	No. of
	of	Outstanding	Outstanding	Outstanding	Shares/	Percentage
	Incorporation	Shares/	Warrants,	Shares/	Interests	of Shares/
Subsidiary	/Organization	Interests	Options, Etc.	Interests	Owned	Interests Owned
NCI Building Systems, L.P.	Texas	general partnership interest limited partnership interest	N/A	NCI Operating Corp. NCI Holding Corp.	N/A N/A	1 99
Metal Building Components, L.P.	Texas	general partnership interest limited partnership interest	N/A	NCI Operating Corp. NCI Holding Corp.	N/A N/A	1 99
NCI Group, L.P.	Texas	general partnership interest limited partnership interest	N/A	NCI Operating Corp. NCI Holding Corp.	N/A N/A	1 99

Page 2 of 2

SCHEDULE 3.16

INTELLECTUAL PROPERTY

Owned Intellectual Property:

Registered Trademarks	Registration/Serial No.	Owner
Retro-R	1,906,296	NCI Building Systems, L.P.
Royal K-70	2,025,884	NCI Building Systems, L.P.
Dura 20	2,037,498	NCI Building Systems, L.P.
Metallic Building Company	2,110,344	NCI Building Systems, L.P.
Metallic and design	623,865	NCI Building Systems, L.P.
NCI & design	2,028,845	NCI Building Systems, L.P.
AAS (miscellaneous design)	2,035,454	NCI Building Systems, L.P.
A&S Building Systems	2,028,846	NCI Building Systems, L.P.
Mid-West Steel Building Company	2,040,247	NCI Building Systems, L.P.
Design logo for Midwest Steel	2,030,148	NCI Building Systems, L.P.
ARS & design	2,030,149	NCI Building Systems, L.P.
Value Express & design	2,054,529	NCI Building Systems, L.P.
NCI Express & design	2,052,295	NCI Building Systems, L.P.
NCI Building Components	2,028,844	NCI Building Systems, L.P.
NCI	2,079,167	NCI Building Systems, L.P.
DBCI	2,071,877	NCI Building Systems, L.P.
Metallic	2,119,193	NCI Building Systems, L.P.
Verti-Loc	2,085,914	NCI Building Systems, L.P.
Vistasheen	2,335,371	A&S Building Systems, L.P.
Vistacolor	2,335,370	A&S Building Systems, L.P.
VistaShadow	2,335,369	A&S Building Systems, L.P.
Architectural Loc	2,202,364	NCI Building Systems, L.P.
SS216	2,169,345	NCI Building Systems, L.P.
Mesco & design	1,055,914	NCI Building Systems, L.P.
Mesco and design	1,069,517	NCI Building Systems, L.P.
Classic Steel Frame Homes	2,183,547	NCI Building Systems, L.P.
ECI and design	2,296,476	NCI Building Systems, L.P.
IPS & design	2,196,662	NCI Building Systems, L.P.
Battenlok	1,686,016	Metal Building Components, L.P.
Signature	1,750,427	Metal Building Components, L.P.
Ultra-Dek 124	1,310,768	Metal Building Components, L.P.
Double-Lok 124	1,613,519	Metal Building Components, L.P.
Lokseam	1,684,278	Metal Building Components, L.P.
MBCI and design	1,424,579	Metal Building Components, L.P.
NuRoof	1,917,593	Metal Building Components, L.P.

Page 1 of 12

Registered Trademarks	Registration/Serial No.	Owner
FlexLoc	1,950,005	Metal Building Components, L.P.
Imperial Rib	1,980,366	Metal Building Components, L.P.
ABC American Building Components	1,926,989	Metal Building Components, L.P.
Monarch Rib	1,905,298	Metal Building Components, L.P.
MBCI (and design)	1,206,560	Metal Building Components, L.P.
Regal Rib	1,082,255	Metal Building Components, L.P.
Rugged Rib	1,171,944	Metal Building Components, L.P.
Ajax	0,236,307	Metal Building Components, L.P.
NuWall	2,281,230	Metal Building Components, L.P.
SuperLok	2,161,830	Metal Building Components, L.P.
StormProof	2,277,089	Metal Building Components, L.P.
Rain Guard	2,192,159	Metal Building Components, L.P.
Classic	2,256,416	Metal Building Components, L.P.
Perma-Clad	2,193,540	Metal Building Components, L.P.
Artisan	2,262,021	Metal Building Components, L.P.
LiteFrame	2,266,112	Metal Building Components, L.P.
Traditional	2,286,987	Metal Building Components, L.P.
SlimLine	2,192,160	Metal Building Components, L.P.
Royal Lock	2,770,513	Metal Building Components, L.P.
Ameri-Drain	2,264,507	Metal Building Components, L.P.
Supra-Rib	2,647,624	Metal Building Components, L.P.
7/8” Wide Rib	2,478,821	Metal Building Components, L.P.
3/4” High Rib	2,450,419	Metal Building Components, L.P.
S-36	2,262,735	Metal Building Components, Inc.
BI-36	2,266,746	Metal Building Components, Inc.
B-36	2,259,247	Metal Building Components, Inc.
Metal Coaters and design	1,675,343	NCI Group, L.P.
DOUBLECOTE	2,005,583	NCI Group, L.P.
Long Bay System	2,485,858	NCI Building Systems, L.P.
SL-16	2,359,209	Metal Building Components, L.P.
Millennium	2,458,977	Metal Building Components, L.P.
WeatherSafe	2,489,812	Metal Building Components, L.P.
Metal-Prep and design	1,663,644	NCI Group, L.P.
Speedy Steel Garages	2,581,159	Metal Building Components, L.P.
Tuff-Shield	2,662,600	NCI Building Systems, L.P.
Classic Steel Frame Homes and design	2,741,396	NCI Building Systems, L.P.
DBCI and design	76/437479 (pending)	NCI Building Systems, L.P.
A&S and design	76/437478 (pending)	NCI Building Systems, L.P.
SS Steel System and design	76/496573 (pending)	NCI Building Systems, L.P.
Tri-Lok	76/473638 (pending)	Metal Building Components, L.P.

Page 2 of 12

Registered Trademarks	Registration/Serial No.	Owner
NCI Metal Depots and design	76/473683 (pending)	NCI Building Systems, L.P.
Tri-Lok Plus	76/510575 (pending)	Metal Building Components, L.P.
Ultra-Dek	76/559837 (pending)	Metal Building Components, L.P.
Classic Steel Frame Homes	822443252 (Brazil)	NCI Building Systems, L.P.
Building Systems de Mexico	595314 (Mexico)	NCI Building Systems, L.P.
Building Systems de Mexico	595315 (Mexico)	NCI Building Systems, L.P.
Metallic and design	593415 (Mexico)	NCI Building Systems, L.P.
Metallic and design	595316 (Mexico)	NCI Building Systems, L.P.
BSM and design	595317 (Mexico)	NCI Building Systems, L.P.
BSM and design	593416 (Mexico)	NCI Building Systems, L.P.
Metallic and design	515413 (Mexico)	NCI Building Systems, L.P.
Metallic and design	556035 (Mexico)	NCI Building Systems, L.P.
Metallic Building Company	546893 (Mexico)	NCI Building Systems, L.P.

Patent Title	Patent/Application No.	Owner
Apparatus and Method for Retrofitting a Metal Roof	5402572	NCI Building Systems, L.P.
Vented Closure	5605022	NCI Building Systems, L.P.
Apparatus for Retrofitting a Metal Roof	5855101	NCI Building Systems, L.P.
Cinch Strap and Backup Plate for Metal Roof Endlap Joint	4655020	Metal Building Components, L.P.
Structural Member for Use in the Construction of Buildings	6519908	NCI Building Systems, L.P.
Tension Device For Live Axle Door	5778490	David B. Curtis (1)
Structural Member for Use in the Construction of Buildings	10/314852 (pending)	NCI Building Systems, L.P.
Multi-Story Building and Method for Construction Thereof	10/435303 (pending)	Fred E. Schubert
Method and Apparatus for Suspending a Door	10/619744 (pending)	NCI Building Systems, L.P.
Structural Member for Use in the Construction of Buildings (Australia)	2001276042 (pending)	NCI Building Systems, L.P.
Structural Member for Use in the Construction of Buildings (Brazil)	P10112040-9 (pending)	NCI Building Systems, L.P.
Structural Member for Use in the Construction of Buildings (Canada)	2412726 (pending)	NCI Building Systems, L.P.
Structural Member for Use in the Construction of Buildings (China)	01814208.7 (pending)	NCI Building Systems, L.P.

Page 3 of 12

Patent Title	Patent/Application No.	Owner
Structural Member for Use in the Construction of Buildings (European Patent Office)	01953610.1 (pending)	NCI Building Systems, L.P.
Structural Member for Use in the Construction of Buildings (Hungary)	P0302105 (pending)	NCI Building Systems, L.P.
Structural Member for Use in the Construction of Buildings (Mexico)	2003/000090 (pending)	NCI Building Systems, L.P.
Structural Member for Use in the Construction of Buildings (Poland)	P-36120 (pending)	NCI Building Systems, L.P.
Structural Member for Use in the Construction of Buildings (Russian Federation)	2003101973 (pending)	NCI Building Systems, L.P.
Multi-Story Building and Method for Construction	PCT/US04/12097
Thereof	(pending)

(1) Subject to License Agreement.

Copyright Title	Registration No.	Owner
Ultra-Dek 124 and Double-Lok 124 computer estimating / material take-off program	TX3211051	Metal Building Components, L.P.
Ultra-simple, ultra-sure, Ultra-Dek 124	TX1938083	Metal Building Components, L.P.
M B C I	TX1924612	Metal Building Components, L.P.
Ultra-Dek 124 erection manual	TX1924543	Metal Building Components, L.P.
Ultra-Dek 124	TX1923318	Metal Building Components, L.P.

Licensed Intellectual Property:

Patent License Agreement, dated November 13, 1995, between NCI Building Systems, L.P. (as successor in interest to DBCI Acquisition Corporation) and David B. Curtis relating to Tension Device for Live Axle Door — Patent No. 578490

Licensed Software:

Vendor Name	Software Name	Modules
Websense, Inc.	Websense
Noetix, Corp.	NoetixViews	Accounts Payable
		Accounts Receivable
		Fixed Assets
		General Ledger

Page 4 of 12

Vendor Name	Software Name	Modules
		Purchasing
		Inventory
		Order Entry
		AOL
		EUL Generator
Merant	PVCS	Professional Suite v3.6.00
		ERP v3.400
Optio Software, Inc.	Optio	Document Customization Server
v6.1.1 sol2
		Designer Software 3.0.17
		Checkbook Software v2.02 d386
Oracle Corporation	Oracle	Alert rl0.7
	Applications	Human Resources v7.0 rl0.7
		Object Library v6.1 rl0.7
		Sales Compensation v] .0 rl0.7
		Payroll v4.0 rl0.7
		Server EE 7.3
		App Server EE Dorn 3.0
		General Ledger v9.0 rl 0.7
		Payables v8.0 rl0.7
		Assets v7.0.l 66 r10.7
		Purchasing v8.0 rl0.7
		Receivables v7.0 rl0.7
		Order Entry v4.0rl0.7
		Inventory v5.0 rl0.7
		Work in Process v5.1 r10.7
		Bills of Material v5.0 r10.7
		Developer 2.0
		Discover/2000 v1.3
		Discover User Ed. V3.0
		Designer/2000 2.1.2
		Discover Viewer 3.1w
		Server EE 8 v8.0
		Tuning Pack 2.0
		Diagnostics Pack 2.0
		Server EE 8I 8.1
		Change Management Pack 2.0
		Alert v5.0 rl0.7
Oracle Corporation	Oracle 11i	E-Business Intelligence
		Marketing, TeleSales, Field Sales
		Order Management
		Inventory Management

Page 5 of 12

Vendor Name	Software Name	Modules
		Purchasing
		Discrete Manufacturing & Process Manufacturing
		TeleService, Service Contracts
		Project Costing, Project Billing
		Financials
		Human Resources
Frontstep	Syteline	Syteline Progress Enterprise Database Server v9.1c
		Syteline Progress Client Networking
v9.1c
		Progress Roundtable v9.lc
		Syteline Progress Package v9.1c
Frontstep	Syteline	Progress Personal Database
		Syteline Progress Package License
		Progress 4GL Development System
		Progress Enterprise Database Server
		Single Source Vertex Interface
License
		Syteline ERP License
		Progress Client Networking
		Query Results
		Syteline Parameter Rule & Tables Source License
		Service Subscription
		Syteline ERP Source License
		Syteline Progress Provision License
SIS Technologies	Veritas	Veritas SAN Manager
		Veritas Sun Cluster
		Veritas Volume Manager
CDW Computer Centers	Microsoft	MS SLA WIN CAL SA
		MS SLA EXCH CAL SA
		MS SLA WIN PRO SA
		Microsoft Select Office Professional
Software
		Assurance
		Microsoft Select Office Software
Assurance
		MS SLA WIN CAL UPG ADV
Annual
		MS SLA EXCH CAL UPGADV
Annual

Page 6 of 12

Vendor Name	Software Name	Modules
		MS SLA SRVR UPG ADV Annual
		MS SLA WIN XP PRO UPG/SA
		MS SLA SQL SRVR STD ED
LIC/SA PK
		ICP
	MAS 200	Financials
		Manufacturing
Westbrook Technologies	Fortis	Document Management
	Inflo	Workflow Process
		PowerWeb

A&S Building Systems, L.P.

Vendor Name	Software Name	Modules
N/A	Helois Software	Text Pad
	Solutions
N/A	AutoDesk, Inc.	AutoCAD LT 2002 10.3.0.0 (4)
		Auto CAD LT 2000(i) Live (3)
		Auto CAD LT 98 (9)
N/A	N/A	RISA-3D-v4.1

Mesco Building Systems

Commercial Software

Libra
Great Plains Dynamics
FAS — Fixed Asset System
Rate Locator
AutoCAD 2002
IntelliCAD 2000
Delphi v7
Delphi v5
Visual Basic v5
Watcom Furtran
MultiEdit
Adobe Acrobat
Pervasive SQL DBMS
Seagate Crystal Reports and Crystal Enterprise
Visio 2000
IES

Page 7 of 12

CFS
MathCad
Novell Netware
Novell NDS for NT
MS Windows NT 4.0 Server
MS Exchange Server 5.5
Symantec Norton Antivirus Corporate Edition
Veritas Backup Exec for Windows
Veritas Backup Exec Agent for Windows
Veritas Backup Exec Intelligent Disaster Recover
Veritas Backup Exec Open File Option
Smart Storage — Archive Xtender for Win NT/2K

In-House Developed

Mpact
Order Entry System
Bill of Material System
Coil Tracking System
Schedule
Frame design/detailing system
Purlin and Girt design system
Crane beam design

NCI Building Systems, L.P.

In-House Developed Software:

Drafting Detail Search
Electronic Product Catalog
Load Data By County
Long Bay System Information
A&S DES Interface
nciDWG Viewer
Anchor Bolt Batch Print
Absentee Report XLS Generator
Autocad Script Generator
AISC Shape Explorer
User Activation/Authorization
Argos BOM Formatter
CAD Search
CAD Search Administrator
Material Weight Calculator
CODE Repository
Compound Document Data Objects
Compound Object Data Structures

Page 8 of 12

INP File Creator
ZIP File Creator/Explorer
Customer Tracker
Job File Tracker
Debug Monitor
Engineering Design Interface
DXF to PAS Converter
EMF Viewer / Printer
DXF Viewer / Printer
Image Gallery
iViewer
Main Frame Design
Main Frame Detailing
Matrix Manipulation
nciArchive Manager
nciAutoPlot
nciEndwall Detailing
nciLBS Detailer
nciTIFF Combine
nciTIFF Manager
nciTIFF Scanner
nciTIFF Viewer
OpenDWG Interface
Product ID Generator
S Drawings Manager
S Drawings Creator
User Registration
User Verification
Main Frame Connection Design
Express Pricing & Drafting System
Prism Pricing System
Prism Anchor Bolt Drawing System
Drawings Plus

In-House Developed Components:

CompDOC
dxfSHXMatrix
FastStringFuncs
FastStrings
Huffman
nciAbout
nciAddList
nciAISCShapes
nciBooleanList
nciBrowseForFolder

Page 9 of 12

nciCalendar
nciChangeNotification
nciCheckListbox
nciCheckTreeView
nciCoIdFormedShapes
nciColorButton
nciColumnRafterConnectionDetailer
nciCommon
nciCompDocDataType
nciCompObj
nciCompObjDocConvertor
nciComponents
nciCSVParser
nciDoubleList
nciDraftingTypes
nciDXF
nciEdit
nciEMFViewer
nciEncrypt
nciEndwallFrames
nciExpParser
nciFramingComponents
nciGroupBox
nciLabel
nciListsAndMeasurements
nciLongIntList
nciMainFrames
nciMemoryStringStream
nciMemoryTable
nciMetaFile
nciMRUList
nciPanel
nciPreferences
nciPreview
nciPricingControls
nciPrinterSettings
nciProcessTimer
nciRadioListbox
nciRTF
nciSetsAndOrdsToFromString
nciShellControls
nciShellControlsI
nciShellIcons
nciSpeedButton
nciStreamClipboard
nciStringGrid

Page 10 of 12

nciStringParser
nciSurfaceFramingComponent
nciUtils
nciVariantList
nciVectorList
nciVersion
nciVisualStringList
uNCIDWG

Third Party Components — 32 bit:
DBlsam
Diamond Access
Dream Company
Envision
HyperString
FastString
ImageLIB
Raize
Rubicon
Shell Control Pack
TurboPower
TChartPro
VCLZip
XLS
ZLib

Compilers — 32 bit:

Borland Delphi 6
Borland C++ Builder 6
Microsoft Visual C++ 6
Compaq Fortran 6.2

Compilers — 16 bit:

Microsoft Visual C++ 1.52c
Microsoft Visual Basic 3.0
Microsoft Fortran 5.1

Third Party Components — 16 bit:

Inner Media, Inc:	Zip/Unzip
Desaware, Inc:	API Guide
	Version Stamper
	Call Back

Page 11 of 12

BeCubed Software, Inc:	VB Tools
Sheridan Software Systems, Inc:	Designer Widgets IndexTab Custom Control
	Data Widgets 2 Custom Controls

MicroHelp Inc:	VBTools5 — run time dil
	Gauge Control

Haas Service GmbH and Simplex Software: Visual Basic 3-D Custom Control

Page 12 of 12

SCHEDULE 3.19(a)

LOCATION OF REAL PROPERTY

Owned Real Property:

	County/Independent
Street Address and Zip Code	City	State
10943 North Sam Houston Parkway West
Houston, Texas 77064	Harris	Texas
9123 Center Street
Rancho Cucamonga, California 91730	San Bernardino	California
1880 Hwy. 116
Caryville, Tennessee 37714	Campbell	Tennessee
201 Apache Drive
Jackson, Mississippi 39272	Hinds	Mississippi
7301 Fairview
Houston, Texas 77041	Harris	Texas
7311 Fairview
Houston, Texas 77041	Harris	Texas
7313 Fairview
Houston, Texas 77041	Harris	Texas
1509 DeWitt Avenue East
Mattoon, Illinois 61938	Coles	Illinois
550 Industry Way
Atwater, California 95301	Merced	California
13706 Cabezut Drive
Laredo, Texas 78045	Webb	Texas
4310 Industrial Access Road
Douglasville, Georgia 30134	Douglas	Georgia
5707 Mitchelldale Street
Houston, Texas 77092	Harris	Texas
Hwy. 114 & 400 North Kimball
Southlake, Texas 76092	Tarrant	Texas
14031 West Hardy
Houston, Texas 77060	Harris	Texas
5711 FM-40
Lubbock, Texas 79403	Lubbock	Texas
7000 South Eastern Avenue
Oklahoma City, Oklahoma 73149	Oklahoma	Oklahoma
8677 I-10 East
Converse, Texas 78109	Bexar	Texas

Page 1 of 5

	County/Independent
Street Address and Zip Code	City	State
2280 Monier Avenue
Lithia Springs, Georgia 30122	Douglas	Georgia
402 North Frontage Road
Plant City, Florida 33563	Hillsborough	Florida
801 South Avenue	City of
Colonial Heights, Virginia 23834	Colonial Heights	Virginia
1780 McCall Drive
Shelbyville, Indiana 46176	Shelby	Indiana
1011 Ellison Avenue
Omaha, Nebraska 68110	Douglas	Nebraska
300 Highway 51 North
Hernando, Mississippi 38632	De Soto	Mississippi
6168 State Route 233
Rome, New York 13440	Oneida	New York
1601 Rogers Road
Adel, Georgia 31620	Cook	Georgia
660 South 91st Avenue
Tolleson, Arizona 85353	Maricopa	Arizona
1155 West 2300 North
Salt Lake City, Utah 84116	Salt Lake	Utah
1804 Jack McKay Boulevard
Ennis, Texas 75119	Ellis	Texas
6975 Danville Road
Nicholasville, Kentucky 40356	Jessamine	Kentucky
515 13th Avenue East
Oskaloosa, Iowa 52577	Mahaska	Iowa
530 North Bronson Avenue
Big Rapids, Michigan 49307	Mecosta	Michigan
422 Kirby Drive
Lexington, Tennessee 38351	Henderson	Tennessee
40602 Highway 290
Waller, Texas 77484	Harris	Texas
12555 Interstate 10 East
Baytown Texas 77520	Chambers	Texas
1150 Marietta Industrial Drive NE
Marietta, Georgia 30062	Cobb	Georgia
501 North Greenwood Street
Houston, Texas 77011	Harris	Texas

Page 2 of 5

	County/Independent
Street Address and Zip Code	City	State
1836 Dock Street
Memphis, Tennessee 38113	Shelby	Tennessee
951 Prisock Road
Jackson, Mississippi 39272	Hinds	Mississippi
Ave. Stiva Aeropuerto #600	Monterrey	Mexico
Parque Stiva Aeropuerto Apodaca,
Nuevo Leon Mexico 66600

Leased Real Property:

	County/Independent	State/Country
Street Address and Zip Code	City
1105 N. Market Street
Suite 1300
Wilmington, DE 19801	New Castle	Delaware
301 West Broome Street	Troup	Georgia
Suite 213
LaGrange, Georgia 30240
1500 West DeWitt Henry Drive	White	Arkansas
Suite 6-10
Beebe, Arkansas 72012
115a Alabama Street
Columbus, Mississippi 39702	Lowndes	Mississippi
125 Pequanoc Drive
Tallapoosa, Georgia 30176	Haralson	Georgia
13202 Murphy Road
Stafford, Texas 77477	Fort Bend	Texas
5424 Rufe Snow Drive	Tarrant	Texas
Suite 102
Fort Worth, Texas 76180
1718 Central Avenue	Webster	Iowa
Suite 7
Fort Dodge, Iowa 50501
2124 South Meridian
Oklahoma City, Oklahoma 73108	Oklahoma	Oklahoma
285 Forest Grove	Waukesha	Wisconsin
Suite 209
Pewaukee, Wisconsin 53072

Page 3 of 5

	County/Independent	State/Country
Street Address and Zip Code	City
350 Hwy. 290 E
Ste 7
Hempstead, Texas 77445	Waller	Texas
530 Vine Street
Starkville, Mississippi 39759	Oktibbeha	Mississippi
110 East Broad Street
Eufaula, Alabama 36027	Barbour	Alabama
21 East Front Street
El Paso, Illinois 61738	Woodford	Illinois
4645 Timber Ridge Road	Douglas	Georgia
Suite 250
Douglasville, Georgia 30135
6535 West German Road
Chandler, Arizona 85226	Maricopa	Arizona
880 Industrial Park Drive, NE
Marietta, Georgia 30062	Cobb	Georgia
3200 Pinewood Drive
Arlington, Texas 76010	Tarrant	Texas
2611 East Lindsey Privado Drive
Ontario, California 91761	San Bernadino	California
12150 Shiloh Road, Suite 120
Dallas, Texas 75228	Dallas	Texas
2679 Peachtree Square
Doraville, Georgia 30360	DeKalb	Georgia
1001 Enterprise Avenue	Oklahoma County	Oklahoma
Bay 2B-3B-4-5-6-7
Oklahoma City, Oklahoma 73128
13808 Imperial Highway	Los Angeles	California
Suite 250
Santa Fe Springs, California 90670
107 Second Avenue SE
Cullman, Alabama 35055	Cullman	Alabama
1414 Elrod Road
Piedmont, South Carolina 29673	Anderson	South Carolina
4900 2nd Street, N.W.
Albuquerque, New Mexico 87107	Bernalillo	New Mexico
550 South Compress
Las Cruces, New Mexico 88005	Dona Ana	New Mexico

Page 4 of 5

	County/Independent	State/Country
Street Address and Zip Code	City
2001 San Juan Boulevard
Farmington, New Mexico 87401	San Juan	New Mexico
4901 Brazosport Boulevard North	Brazoria County	Texas
Clute, Texas 77531
4901 Brazosport Boulevard North
Richwood, Texas 77531
1283 Tallevast Road	Manatee	Florida
Sarasota, Florida 34243
(office closed/lease runs through 10/04)

Page 5 of 5

SCHEDULE 3.19(b)

LOCATION OF TANGIBLE PERSONAL PROPERTY

	County/Independent
Street Address and Zip Code	City	State
10943 North Sam Houston Parkway West
Houston, Texas 77064	Harris	Texas
9123 Center Street
Rancho Cucamonga, California 91730	San Bernardino	California
1880 Hwy. 116
Caryville, Tennessee 37714	Campbell	Tennessee
201 Apache Drive
Jackson, Mississippi 39272	Hinds	Mississippi
7301 Fairview
Houston, Texas 77041	Harris	Texas
7311 Fairview
Houston, Texas 77041	Harris	Texas
7313 Fairview
Houston, Texas 77041	Harris	Texas
1509 DeWitt Avenue East
Mattoon, Illinois 61938	Coles	Illinois
550 Industry Way
Atwater, California 95301	Merced	California
13706 Cabezut Drive
Laredo, Texas 78045	Webb	Texas
4310 Industrial Access Road
Douglasville, Georgia 30134	Douglas	Georgia
5707 Mitchelldale Street
Houston, Texas 77092	Harris	Texas
Hwy. 114 & 400 North Kimball
Southlake, Texas 76092	Tarrant	Texas
14031 West Hardy
Houston, Texas 77060	Harris	Texas
5711 FM-40
Lubbock, Texas 79403	Lubbock	Texas
7000 South Eastern Avenue
Oklahoma City, Oklahoma 73149	Oklahoma	Oklahoma
8677 I-10 East
Converse, Texas 78109	Bexar	Texas

Page 1 of 7

	County/Independent
Street Address and Zip Code	City	State
2280 Monier Avenue
Lithia Springs, Georgia 30122	Douglas	Georgia
402 North Frontage Road
Plant City, Florida 33563	Hillsborough	Florida
801 South Avenue	City of
Colonial Heights, Virginia 23834	Colonial Heights	Virginia
1780 McCall Drive
Shelbyville, Indiana 46176	Shelby	Indiana
1011 Ellison Avenue
Omaha, Nebraska 68110	Douglas	Nebraska
300 Highway 51 North
Hernando, Mississippi 38632	De Soto	Mississippi
6168 State Route 233
Rome, New York 13440	Oneida	New York
1601 Rogers Road
Adel, Georgia 31620	Cook	Georgia
660 South 91st Avenue
Tolleson, Arizona 85353	Maricopa	Arizona
1155 West 2300 North
Salt Lake City, Utah 84116	Salt Lake	Utah
1804 Jack McKay Boulevard
Ennis, Texas 75119	Ellis	Texas
6975 Danville Road
Nicholasville, Kentucky 40356	Jessamine	Kentucky
515 13th Avenue East
Oskaloosa, Iowa 52577	Mahaska	Iowa
530 North Bronson Avenue
Big Rapids, Michigan 49307	Mecosta	Michigan
422 Kirby Drive
Lexington, Tennessee 38351	Henderson	Tennessee
40602 Highway 290
Waller, Texas 77484	Harris	Texas
12555 Interstate 10 East
Baytown Texas 77520	Chambers	Texas
4901 Brazosport Boulevard North	Brazoria County	Texas
Clute, Texas 77531
4901 Brazosport Boulevard North
Richwood, Texas 77531

Page 2 of 7

	County/Independent
Street Address and Zip Code	City	State
1150 Marietta Industrial Drive NE
Marietta, Georgia 30062	Cobb	Georgia
501 North Greenwood Street
Houston, Texas 77011	Harris	Texas
1836 Dock Street
Memphis, Tennessee 38113	Shelby	Tennessee
951 Prisock Road
Jackson, Mississippi 39272	Hinds	Mississippi
880 Industrial Park Drive, NE
Marietta, Georgia 30062	Cobb	Georgia
1105 N. Market Street	New Castle	Delaware
Suite 1300
Wilmington, DE 19801
301 West Broome Street	Troup	Georgia
Suite 213
LaGrange, Georgia 30240
1500 West DeWitt Henry Drive	White	Arkansas
Suite 6-10
Beebe, Arkansas 72012
1918 Harrison	Broward	Florida
Suite 204
Hollywood, Florida 33020
(Employee leases the office)
115a Alabama Street
Columbus, Mississippi 39702	Lowndes	Mississippi
125 Pequanoc Drive
Tallapoosa, Georgia 30176	Haralson	Georgia
13202 Murphy Road
Stafford, Texas 77477	Fort Bend	Texas
5424 Rufe Snow Drive	Tarrant	Texas
Suite 102
Fort Worth, Texas 76180
1718 Central Avenue	Webster	Iowa
Suite 7
Fort Dodge, Iowa 50501
2124 South Meridian
Oklahoma City, Oklahoma 73108	Oklahoma	Oklahoma
285 Forest Grove	Waukesha	Wisconsin
Suite 209
Pewaukee, Wisconsin 53072

Page 3 of 7

	County/Independent
Street Address and Zip Code	City	State
350 Hwy. 290 E	Waller	Texas
Suite 7
Hempstead, Texas 77445
530 Vine Street
Starkville, Mississippi 39759	Oktibbeha	Mississippi
110 East Broad Street
Eufaula, Alabama 36027	Barbour	Alabama
21 East Front Street
El Paso, Illinois 61738	Woodford	Illinois
4645 Timber Ridge Road	Douglas	Georgia
Suite 250
Douglasville, Georgia 30135
6535 West German Road
Chandler, Arizona 85226	Maricopa	Arizona
3200 Pinewood Drive
Arlington, Texas 76010	Tarrant	Texas
2611 East Lindsey Privado Drive
Ontario, California 91761	San Bernadino	California
12150 Shiloh Road, Suite 120
Dallas, Texas 75228	Dallas	Texas
2679 Peachtree Square
Doraville, Georgia 30360	DeKalb	Georgia
1001 Enterprise Avenue	Oklahoma County	Oklahoma
Bay 2B-3B-4-5-6-7
Oklahoma City, Oklahoma 73128
13808 Imperial Highway	Los Angeles	California
Suite 250
Santa Fe Springs, California 90670
107 Second Avenue SE
Cullman, Alabama 35055	Cullman	Alabama
1414 Elrod Road
Piedmont, South Carolina 29673	Anderson	South Carolina
4900 2nd Street, N.W.
Albuquerque, New Mexico 87107	Bernalillo	New Mexico
550 South Compress
Las Cruces, New Mexico 88005	Dona Ana	New Mexico
2001 San Juan Boulevard
Farmington, New Mexico 87401	San Juan	New Mexico

Page 4 of 7

	County/Independent
Street Address and Zip Code	City	State
1283 Tallevast Road	Manatee	Florida
Sarasota, Florida 34243
(office closed/lease runs through 10/04)
Ave. Stiva Aeropuerto #600	Monterrey	Mexico
Parque Stiva Aeropuerto Apodaca,
Nuevo Leon Mexico 66600

Third Party Locations (third parties who store or process inventory of the Credit Parties):

	County/Independent
Name/Street Address and Zip Code	City	State
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission.

Page 5 of 7

	County/Independent
Name/Street Address and Zip Code	City	State
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission.

Page 6 of 7

	County/Independent
Name/Street Address and Zip Code	City	State
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*
[Redacted]*	[Redacted]*	[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission.

Page 7 of 7

SCHEDULE 3.19(c)

CHIEF EXECUTIVE OFFICES AND PRINCIPAL PLACE OF BUSINESS

COMPANY	OFFICE	ADDRESS
NCI Building Systems, Inc.	Chief Executive Office:	10943 North Sam Houston Parkway West Houston, Texas 77064
	Principal Place of Business:	10943 North Sam Houston Parkway West Houston, Texas 77064
Building Systems de Mexico, S.A. de C.V.	Chief Executive Office:	Ave. Stiva Aeropuerto #600 Parque Stiva Aeropuerto Apodaca, Nuevo Leon Mexico 66600
	Principal Place of Business:	Ave. Stiva Aeropuerto #600 Parque Stiva Aeropuerto Apodaca, Nuevo Leon Mexico 66600
NCI Operating Corp.	Chief Executive Office:	10943 North Sam Houston Parkway West Houston, Texas 77064
	Principal Place of Business:	10943 North Sam Houston Parkway West Houston, Texas 77064
NCI Holding Corp:	Chief Executive Office:	c/o Delaware Corporate Management, Inc. 1105 North Market Street, Suite 1300 P O. Box 8985 Wilmington, Delaware 19801
	Principal Place of Business:	c/o Delaware Corporate Management, Inc. 1105 North Market Street, Suite 1300 P O. Box 8985 Wilmington, Delaware 19801
Metal Coaters of California, Inc.	Chief Executive Office:	10943 North Sam Houston Parkway West Houston, Texas 77064
	Principal Place of Business:	9123 Center Street Rancho Cucamonga, California 91730
NCI Building Systems, L.P.	Chief Executive Office:	10943 North Sam Houston Parkway West Houston, Texas 77064
	Principal Place of Business:	7301 Fairview Houston, Texas 77041
A&S Building Systems, L.P.	Chief Executive Office:	10943 North Sam Houston Parkway West Houston, Texas 77064
	Principal Place of Business:	1880 Highway 116 Caryville, Tennessee 37714
Metal Building Components, L.P.	Chief Executive Office:	10943 North Sam Houston Parkway West Houston, Texas 77064
	Principal Place of Business:	14031 West Hardy Houston, Texas 77060
NCI Group, L.P.	Chief Executive Office:	10943 North Sam Houston Parkway West Houston, Texas 77064
	Principal Place of Business:	10943 North Sam Houston Parkway West Houston, Texas 77064

Page 1 of 1

SCHEDULE 3.22

LABOR MATTERS

The United Steel Workers of America has periodically petitioned the National Labor Relations Board to be recognized as the collective bargaining representative of the production and maintenance employees at various facilities, but has lost the resulting union election each time. The last elections were at our Rancho Cucamonga, California facility in August 1998 and November 1999 and at our Jackson, Mississippi facility in May 2004.

Page 1 of 1

SCHEDULE 3.24

[Redacted]*

* Indicates redacted and filed separately with the Securities and Exchange Commission.

SCHEDULE 3.25

Insurance

[Redacted]*

* Indicates redacted and filed separately with the Securities and Exchange Commission.

Page 1 of 3

Schedule 4.1(b)

[FORM OF]
SECRETARY’S CERTIFICATE

[CREDIT PARTY]

     Pursuant to Section 4.1(b) of the Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”; capitalized terms used herein and not defined shall have the meanings provided in the Credit Agreement), by and among NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”), the undersigned                      of [CREDIT PARTY] hereby certifies as follows:

     1. Attached hereto as Exhibit A is a true and complete copy of the [articles of incorporation] [certificate of formation] [certificate of limited partnership] of [CREDIT PARTY] and all amendments thereto as in effect on the date hereof.

     2. Attached hereto as Exhibit B is a true and complete copy of the [bylaws] [operating agreement] [partnership agreement] of [CREDIT PARTY] and all amendments thereto as in effect on the date hereof.

     3. Attached hereto as Exhibit C is a true and complete copy of resolutions duly adopted by the board of directors of [CREDIT PARTY] on                      2004. Such resolutions have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof, and such resolutions are the only corporate proceedings of [CREDIT PARTY] now in force relating to or affecting the matters referred to therein.

     4. The following persons are the duly elected and qualified officers of [CREDIT PARTY], holding the offices indicated next to the names below on the date hereof, and the signatures appearing opposite the names of the officers below are their true and genuine signatures, and each of such officers is duly authorized to execute and deliver on behalf of [CREDIT PARTY] the Credit Agreement, the Notes and the other Credit Documents to be issued pursuant thereto:

Name Office Signature

     IN WITNESS WHEREOF, I hereunder subscribe my name effective as of the ___day of                     , 2004.

Name:

Title:

I,                     , the                      of [CREDIT PARTY], hereby certify that                      is the duly elected and qualified                      of [CREDIT PARTY] and that his/her true and genuine signature is set forth above.

Name:

Title:

Schedule 4.1(i)

[FORM OF]
SOLVENCY CERTIFICATE

     The undersigned chief financial officer of NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), is familiar with the properties, businesses, assets and liabilities of the Credit Parties and is duly authorized to execute this certificate on behalf of the Borrower.

     Reference is made to that Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”). All capitalized terms used herein and not defined shall have the meanings provided in the Credit Agreement.

     The undersigned certifies that he has made such investigation and inquiries as to the financial condition of the Credit Parties as the undersigned deems necessary and prudent for the purpose of providing this Certificate. The undersigned acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Certificate in connection with the making of Loans and other Extensions of Credit under the Credit Agreement.

     The undersigned certifies that the financial information, projections and assumptions which underlie and form the basis for the representations made in this Certificate were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof.

     BASED ON THE FOREGOING, the undersigned certifies that, both before and after giving effect to the Loans and other Extensions of Credit made on the Closing Date:

     A. Each of the Credit Parties is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business.

     B. None of the Credit Parties intends to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature in their ordinary course.

     C. None of the Credit Parties is engaged in any business or transaction, or is about to engage in any business or transaction, for which the assets of such Credit Party would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Credit Party is engaged or is to engage.

     D. The present fair saleable value of the consolidated assets of the Credit Parties and their Subsidiaries, taken as a whole, measured on a going concern basis, exceeds all probable liabilities including those incurred pursuant to the Credit Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate this ___day of                     , 2004, in the undersigned’s capacity as the chief financial officer of the Borrower.

NCI BUILDING SYSTEMS, INC.,
a Delaware corporation

By:

Name:

Title:

Schedule 5.2(b)

[FORM OF]
COMPLIANCE CERTIFICATE

OFFICER’S COMPLIANCE CERTIFICATE

Dated:                     , 2004

     The undersigned, on behalf of Juno Lighting, Inc. (the “Borrower”) hereby certifies to Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and the Lenders party to the Credit Agreement referred to below, as follows:

     1. This Certificate is delivered to you pursuant to Section 5.2(b) of the Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

     2. I have reviewed the financial statements of the Borrower and its consolidated Subsidiaries dated as of                      and for the                      period[s] then ended and such statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the dates indicated and the results of their operations and cash flows for the period[s] indicated in conformity with GAAP applied on a consistent basis.

     3. I have reviewed the terms of the Credit Agreement and the related Credit Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of the Borrower and its consolidated Subsidiaries during the accounting period covered by the financial statements referred to in Paragraph 2 above. Based on such review, each of the Credit Parties during such accounting period observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in the Credit Agreement to be observed, performed or satisfied by it. Such review has not disclosed the existence during or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the date of this Certificate [except, if such condition or event existed or exists, describe the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto].

     4. The Applicable Percentages and calculations determining such percentages are set forth on the attached Schedule 1 and the Borrower and its Subsidiaries are in compliance with the financial covenants contained in Section 5.9 of the Credit Agreement as shown on such Schedule 1.

     IN WITNESS WHEREOF, the undersigned has executed this Officer’s Compliance Certificate on behalf of the Borrower on the ___day of                     , 200_.

NCI BUILDING SYSTEMS, INC.,
a Delaware corporation

By:

Name:

Title:

Schedule I to
Officer’s Compliance Certificate

For the Quarter/Year ended      (“Financial Statement Date”)

I. Leverage Ratio

A.	Funded Debt, as of Interest Determination Date, for the Borrower and its Subsidiaries on a consolidated basis:
		1.	Funded Debt:
			(a)	Without duplication, all obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments (in thousands):	$
			(b)	Without duplication, Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations (in thousands):	$
			(c)	Without duplication, obligations in respect of any Redeemable Stock (in thousands):	$
			(d)	Without duplication, all direct or contingent obligations arising under letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, surety bonds and similar instruments (in thousands):	$
			(e)	Without duplication, all obligations to pay the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business or accrued liabilities arising in the ordinary course of business that are not overdue or that are being contested in good faith), and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed or is limited in recourse (in thousands):	$
			(f)	Without duplication, net obligations under any Hedging Agreement (in thousands):	$
			(g)	Without duplication, Guaranty Obligations with respect to obligations of the type specified in

				subsections (a) through (f) above of Persons other than the Borrower or any of its Subsidiaries (in thousands):	$
			(h)	Without duplication, all Indebtedness of the types referred to in subsections (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary (in thousands):	$
			(i)	Funded Debt (Lines I.A.1(a) + (b) + (c) + (d) + (e) + (f) + (g) + (h)):	$
B.	Consolidated EBITDA for the period of the four consecutive fiscal quarters ending on the Interest Determination Date (the “Subject Period”) for the Borrower and its Subsidiaries on a consolidated basis:
		1.	Consolidated EBITDA:
			(a)	Consolidated Net Income for the Subject Period (in thousands):	$
			(b)	Without duplication and to the extent deducted in determining Net Income, Consolidated Interest Expense for the Subject Period (in thousands):	$
			(c)	Without duplication and to the extent deducted in determining Consolidated Net Income, federal, state, local and foreign income taxes for the Subject Period (in thousands):	$
			(d)	Without duplication and to the extent deducted in determining Consolidated Net Income, depreciation and amortization expenses for the Subject Period (in thousands):	$
			(e)	Without duplication and to the extent deducted in determining Consolidated Net Income, non-cash contributions during the Subject Period to 401(k) and other employee benefit plans, not to exceed $7,500,000 (in thousands):	$
			(f)	Without duplication and to the extent deducted in determining Consolidated Net Income, non-cash

		restructuring charges (net of tax) during the Subject Period, not to exceed $5,000,000 (in thousands):	$
	(g)	Without duplication and to the extent deducted in determining Consolidated Net Income, the transaction costs and expenses incurred in connection with the Credit Agreement (in thousands):	$
	(h)	Without duplication and to the extent deducted in determining Consolidated Net Income, the premium paid with respect to the prepayment of the Senior Subordinated Notes in an amount not to exceed $5,800,000 (in thousands):	$
	(i)	Without duplication and to the extent deducted in determining Consolidated Net Income, the non-cash write-off of the remaining deferred financing costs related to the Existing Credit Agreement and the Senior Subordinated Notes in an amount not to exceed $4,100,000 (in thousands):	$
	(j)	EBITDA (Lines I.B.1(a) + (b) + (c) + (d) + (e) + (f) + (g) + (h) + (i)):	$
C.	Leverage Ratio (Line I.A.1.(i) ¸ Line I.B.1.(j)):		______ to 1
D.	Maximum Leverage Ratio:		4.00 to 1

II. Senior Leverage Ratio

A. Senior Funded Debt, as of Interest Determination Date, for the Borrower and its Subsidiaries on a consolidated basis:

1. Consolidated Funded Debt (Line I.A.1.(i))	$
2. Subordinated Debt	$
3. Senior Funded Debt (Line II.A.1 – Line II.A.2)	$

B. Consolidated EBITDA for the period of the four consecutive fiscal quarters ending on the Interest Determination Date (the “Subject Period”) for the Borrower and its Subsidiaries on a consolidated basis:

1. Consolidated EBITDA (Line I.B.1.(j)): $                    

C.	Senior Leverage Ratio (Line II.A.3. ¸ Line II.B.1.):	______ to 1
D.	Maximum Leverage Ratio:
E.

Period	Maximum Ratio
Closing Date through April 30, 2005		3.50 to 1.0
May 1, 2005 through April 30, 2007		3.25 to 1.0
May 1, 2007 through April 30, 2008		3.00 to 1.0
May 1, 2008 and thereafter		2.75 to 1.0

III. Interest Coverage Ratio.

A.	Consolidated EBITDA for the Subject Period (Line I.B.1(j)) (in thousands):			$
B.	Consolidated Interest Expense for the Subject Period
		1.	total interest expense, for the Subject Period, whether paid or accrued (including the interest component of Capital Leases) including, without limitation, all commitment fees, commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under interest rate contracts and foreign exchange contracts (in thousands):	$
		2.	amortization of debt issuance costs (in thousands):	$
		3.	Interest Expense (Lines III.B. 1. - 2.) (in thousands):	$
C.	Interest Coverage Ratio (Line III.A. ¸ Line III.B.3.):			____ to 1
D.	Minimum Required:

Period	Minimum Ratio
Closing Date through April 30, 2005		3.50 to 1.0
May 1, 2005 through April 30, 2007		4.00 to 1.0
May 1, 2007 through April 30, 2008		4.50 to 1.0
May 1, 2008 and thereafter		5.00 to 1.0

IV. Consolidated Capital Expenditures.

A. Consolidated Capital Expenditures for 2004 as of Closing Date	$
B. Maximum Consolidated Capital Expenditures in any year	$  30,000,000
The maximum amount of Consolidated Capital Expenditures permitted may be increased in any fiscal year by carrying forward any unused amount (up to $10,000,000) in the immediately preceding fiscal year; provided that with respect to any fiscal year, Consolidated Capital Expenditures made during any such fiscal year shall be deemed to be made first with respect to the applicable limitation for such fiscal year and then with respect to any carry forward amount to the extent applicable.

V. Limitation on Restricted Payments.

A.	Dividends payable solely in the same class of Capital Stock of such Person (in thousands):	$
B.	Dividends or other distributions payable to the Borrower or a Domestic Subsidiary (in thousands):	$
C.	Repurchases of Capital Stock in respect of employee benefit plans and stock options in an aggregate amount not to exceed $5,000,000 during any fiscal year (in thousands):	$
D.	So long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, regularly scheduled payments of interest in respect of the Senior Subordinated Notes (in thousands):	$
E.	So long as no Default or Event of Default shall have occurred and be continuing and the Borrower demonstrates pro forma compliance with the financial covenants set forth in Section 5.9, repurchases of its Capital Stock and/or pay cash dividends in an aggregate amount during the term of this Credit Agreement not to exceed $25,000,000 plus 25% of Consolidated Net Income since the Closing Date (in thousands):	$

Schedule 5.10

[FORM OF]
JOINDER AGREEMENT

     THIS JOINDER AGREEMENT (this “Agreement”), dated as of                     , 200_, is by and among                                         , a                                           (the “Subsidiary Guarantor”), NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), and Wachovia Bank, National Association, in its capacity as Administrative Agent under that certain Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement.

     The Subsidiary Guarantor is an Additional Credit Party, and, consequently, the Credit Parties are required by Section 5.10 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder.

     Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders:

     1. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Credit Documents, including without limitation (a) all of the representations and warranties set forth in Article III of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Credit Party Obligations in accordance with Article X of the Credit Agreement.

     2. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement.

     3. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the Pledge Agreement, and shall have all the rights and obligations of a “Pledgor” thereunder as if it had executed the Pledge Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all the terms, provisions and conditions contained in the Pledge Agreement.

     4. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each Security Document and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement and the Security Documents are hereby supplemented (to the extent permitted under the Credit Agreement or Security Documents) to reflect the information shown on the attached Schedule A.

     5. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Credit Party Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Credit Document.

     6. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement.

     7. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

     8. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina without regard to principles of conflicts of laws that would call for the application of the laws of any other jurisdiction. The terms of Sections 9.13 and 9.16 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

     IN WITNESS WHEREOF, each of the Borrower and the Subsidiary Guarantor has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

SUBSIDIARY GUARANTOR:	[SUBSIDIARY GUARANTOR]
	By:
	Name:
	Title:
BORROWER:	NCI BUILDING SYSTEMS, INC, a Delaware corporation
	By:
	Name:
	Title:

Acknowledged, accepted and agreed:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent

By:

Name:

Title:

SCHEDULE A
to
Joinder Agreement

Schedules to Credit Agreement and Security Documents

SCHEDULE 6.1(b)

INDEBTEDNESS

1. [Redacted]

2. $125,000,000 of 9¹/4% Senior Subordinated Notes due 2009 issued pursuant to that certain Indenture, dated May 5, 1999, by and among NCI, the guarantors named therein and The Bank of New York (as successor in interest to Harris Trust Company of New York)

Page 1 of 1

Schedule 9.2

NOTICES/LENDERS’ LENDING OFFICES

Lenders:
Credit Contact	Administrative Contact

Schedule 9.6(c)

[FORM OF]
COMMITMENT TRANSFER SUPPLEMENT

     Reference is made to the Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings provided in the Credit Agreement.

                                              (the “Transferor Lender”) and                                          (the “Purchasing Lender”) agree as follows:

     1. For an agreed consideration, the Transferor Lender hereby irrevocably sells and assigns to the Purchasing Lender, and the Purchasing Lender hereby irrevocably purchases and assumes from the Transferor Lender subject to and in accordance with the terms hereof and the Credit Agreement, as of the Transfer Funding Date (as defined below), (a) all of the Transferor Lender’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as set forth on Schedule 1, and all instruments delivered pursuant thereto to the extent related to the principal amount and Commitment Percentage set forth on Schedule 1 attached hereto of all of such outstanding rights and obligations of the Transferor Lender under the respective facilities set forth on Schedule 1 (including any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Transferor Lender (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Transferor Lender and, except as expressly provided in this Commitment Transfer Supplement, without representation or warranty by the Transferor Lender.

     2. The Transferor Lender (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Commitment Transfer Supplement and to consummate the transactions contemplated hereby; (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Documents; and (c) in the case of an assignment of the entire remaining amount of the Transferor Lender’s Commitments, attaches any Note(s) held by it evidencing the Assigned Interest and requests that the Administrative Agent exchange the attached Note(s) upon the request of the Purchasing Lender for a new Note(s) payable to the Purchasing Lender.

     3. The Purchasing Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Commitment Transfer Supplement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date (as defined below), it shall be bound by the provisions of the Credit Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder and (iii) it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Transfer Supplement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; (b) agrees that it will (i) independently and without reliance upon the Transferor Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other

instrument or document furnished pursuant hereto or thereto and (ii) perform in accordance with its terms all the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to Section 2.18 of the Credit Agreement; and (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto.

     4. The effective date of this Commitment Transfer Supplement shall be                      ___, 20___(the “Effective Date”). Following the execution of this Commitment Transfer Supplement, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date.

     5. The funding date for this Commitment Transfer Supplement shall be                      ___, 20___(the “Transfer Funding Date”). On the Transfer Funding Date, any registration and processing fee shall be due and payable to the Administrative Agent pursuant to Section 9.6 of the Credit Agreement.

     6. Upon such acceptance, recording and payment of applicable registration and processing fees, from and after the Transfer Funding Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Purchasing Lender whether such amounts have accrued prior to the Transfer Funding Date or accrue subsequent to the Transfer Funding Date. The Transferor Lender and the Purchasing Lender shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Transfer Funding Date or, with respect to the making of this assignment, directly between themselves.

     7. From and after the Transfer Funding Date, (a) the Purchasing Lender shall be a party to the Credit Agreement and, to the extent provided in this Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof and (b) the Transferor Lender shall, to the extent provided in this Commitment Transfer Supplement, relinquish its rights and be released from its obligations under the Credit Agreement.

     8. This Commitment Transfer supplement shall be governed by and construed in accordance with the laws of the State of North Carolina.

     9. This Commitment Transfer Supplement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Commitment Transfer Supplement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Commitment Transfer Supplement by telecopy shall be effective as delivery of a manually executed counterpart of this Commitment Transfer Supplement.

     IN WITNESS WHEREOF, the parties hereto have caused this Commitment Transfer Supplement to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

SCHEDULE 1
TO COMMITMENT TRANSFER SUPPLEMENT

Effective Date:                     , 200_

Name of Transferor Lender:                                         

Name of Purchasing Lender:                                         

Transfer Funding Date of Assignment:                                         

Assigned Interest:

	Principal Amount of
	Commitment/Loans	Commitment Percentage
Facility Assigned	Assigned	Assigned1		CUSIP Number
	$		%

[NAME OF PURCHASING LENDER]		[NAME OR TRANSFEROR LENDER]
By	Name:	By	Name:
	Title:		Title:
Accepted (if required):		Consented to (if required):
WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent, Swingline Lender and Issuing Lender		NCI BUILDING SYSTEMS, INC., a Delaware corporation, as the Borrower
By:	Name:	By:	Name:
	Title:		Title:

¹ Calculate the Commitment Percentage that is assigned to at least 9 decimal places and show as a percentage of the aggregate commitments of all Lenders.

Delaware
The first State PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY “NCI BUILDING SYSTEMS, INC.” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TENTH DAY OF JUNE, A. D. 2004.

     AND I DO HEREBY FURTHER CERTIFY THAT THE SAID “NCI BUILDING SYSTEMS, INC. ” WAS INCORPORATED ON THE TWENTY-THIRD DAY OF DECEMBER, A.D. 1991.

     AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE.

     AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.

2282840 8300

040429629 /s/ Harriet Smith Windsor Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 3163668

DATE: 06-10-04

Delaware
The first State PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY “NCI HOLDING CORP. ” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TENTH DAY OF JUNE, A.D. 2004.

     AND I DO HEREBY FURTHER CERTIFY THAT THE SAID “NCI HOLDING CORP. ” WAS INCORPORATED ON THE TWENTY-SEVENTH DAY OF APRIL, A.D. 1993.

     AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE.

     AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.

2334301 8300

040429640 /s/ Harriet Smith Windsor Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 3163178

DATE: 06-10-04

CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING 1, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that i am, by the laws of said State, the custodian of the records relating to filings by corporations, non-profit corporations, corporation soles, limited-liability companies, limited partnerships, limited-liabiiity limited partnerships, limited-liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently in a status of good standing or were in good standing for a time period subsequent of 1976 and am the proper officer to execute this certificate. I further certify that the records of the Nevada Secretary of State, at the date of this certificate, evidence, NCI OPERATING CORP., as a corporation duly organized under the laws of Nevada and existing under and by virtue of the laws of the State of Nevada since April 12, 1993, and is in good standing in this state. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office, in Carson City. Nevada, on June 10, 2004. DEAN HELLER Secretary of State By Certification Clerk

Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 Geoffrey S. Connor
Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the document, Articles Of Incorporation for METAL COATERS OF CALIFORNIA, INC. (filing number: 148370600), a Domestic Business Corporation, was filed in this office on March 25, 1998.

It is further certified that the entity status in Texas is active.

In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal
of State at my office in Austin, Texas on June 10, 2004.

Geoffrey S. Connor
Secretary of State

Come visit us on the internet at http://www.sos.state.tx.us/

PHONE(5l2) 463-5555	FAX(512) 463-5709	TTY7-1-1
Prepared by: SOS-WEB

Certificate of Account Status — Letter of Good Standing Page 1 of 1

Texas Comptroller Of Public Accounts

CAROLE KEETON STRAYHORN • COMPTROLLER • AUSTIN, TEXAS 78774

June 18, 2004

CERTIFICATE OF ACCOUNT STATUS

THE STATE OF TEXAS
COUNTY OF TRAVIS

I, Carole Keeton Strayhorn, Comptroller of Public Accounts of the State of Texas, DO HEREBY CERTIFY that according to the records of this office

METAL COATERS OF CALIFORNIA INC

is, as of this date, in good standing with this office having no franchise tax reports or payments due at this time. This certificate is valid through the date that the next franchise tax report will be due May 16, 2005.

This certificate does not make a representation as to the status of the corporation’s Certificate of Authority, if any, with the Texas Secretary of State.

This certificate is valid for the purpose of conversion when the converted entity is subject to franchise tax as required by law. This certificate is not valid for the purpose of dissolution, merger, or withdrawal.

GIVEN UNDER MY HAND AND SEAL OF
OFFICE in the City of Austin, this
18th day of June, 2004 A.D.

Carole Keeton Strayhorn
Texas Comptroller

Taxpayer number: 17605693443
File number: 0148370600

Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 Geoffrey S. Connor
Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the document, Certificate Of Limited Partnership for A & S BUILDING SYSTEMS, L.P. (filing number: 9396110), a Domestic Limited Partnership (LP), was filed in this office on December 16, 1996.

It is further certified that the entity status in Texas is active.

In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal
of State at my office in Austin, Texas on June 10, 2004.

Geoffrey S. Connor
Secretary of State

Come visit us on the internet at http://www.sos.state.tx.us/

PHONE(5l2) 463-5555	FAX(512) 463-5709	TTY7-1-1
Prepared by: SOS-WEB

Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 Geoffrey S. Connor
Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the document, Certificate Of Limited Partnership for NCI BUILDING SYSTEMS, L.P. (filing number: 6812410), a Domestic Limited Partnership (LP), was filed in this office on April 21, 1993.

It is further certified that the entity status in Texas is active.

In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal
of State at my office in Austin, Texas on June 10, 2004.

Geoffrey S. Connor
Secretary of State

Come visit us on the internet at http://www.sos.state.tx.us/

PHONE(5l2) 463-5555	FAX(512) 463-5709	TTY7-1-1
Prepared by: SOS-WEB

Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 Geoffrey S. Connor
Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the document, Certificate Of Limited Partnership for METAL BUILDING COMPONENTS, L.P. (filing number: 10797310), a Domestic Limited Partnership (LP), was filed in this office on April 24, 1998.

It is further certified that the entity status in Texas is active.

In testimony whereof, 1 have hereunto signed my name
officially and caused to be impressed hereon the Seal
of State at my office in Austin, Texas on June 10, 2004.

Geoffrey S. Connor
Secretary of State

Come visit us on the internet at http://www.sos.state.tx.us/

PHONE(5l2) 463-5555	FAX(512) 463-5709	TTY7-1-1
Prepared by: SOS-WEB

Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 Geoffrey S. Connor
Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the document, Certificate Of Limited Partnership for NCI Group, L.P. (filing number: 10797510), a Domestic Limited Partnership (LP), was filed in this office on April 24, 1998.

It is further certified that the entity status in Texas is active.

In testimony whereof, I have hereunto signed my
name officially and caused to be impressed hereon the
Seal of State at my office in Austin, Texas on June 10, 2004.

Geoffrey S. Connor
Secretary of State

Come visit us on the internet at http://www.sos.state.tx.us/

PHONE(5l2) 463-5555	FAX(512) 463-5709	TTY7-1-1
Prepared by: SOS-WEB

SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (as amended, modified, extended, renewed, restated or replaced from time to time, the “Security Agreement”), is entered into as of June 18, 2004, among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), each of the Domestic Subsidiaries of the Borrower from time to time party hereto (individually a “Guarantor” and collectively the “Guarantors”: the Guarantors, together with the Borrower, individually an “Obligor” and collectively the “Obligors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) for the several banks and other financial institutions as may from time to time become parties to such Credit Agreement (individually a “Lender” and collectively the “Lenders”).

RECITALS

     WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are entering into contemporaneously herewith that certain Credit Agreement dated as of the date hereof (as amended, modified, extended, renewed, restated or replaced from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed to make Loans and to issue and/or acquire participation interests in Letters of Credit upon the terms and subject to the conditions set forth therein;

     WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders to make their respective Loans and to issue and/or acquire participation interests in Letters of Credit under the Credit Agreement that the Obligors shall have executed and delivered this Security Agreement to the Administrative Agent for the ratable benefit of the Lenders; and

     WHEREAS, the Obligors constitute one integrated financial enterprise, and the Extensions of Credit to any Obligor shall benefit directly and indirectly each Obligor.

     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     1. Definitions.

     (a) Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms which are defined in the Uniform Commercial Code from time to time in effect in the State of North Carolina (the “UCC”) are used herein as so defined: Accessions, Accounts, As-Extracted Collateral, Chattel Paper, Commercial Tort Claims, Consumer Goods, Control, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment

Property, Letter-of-Credit Rights, Manufactured Homes, Payment Intangibles, Proceeds, Securities Account, Securities Intermediary, Security Entitlement, Software, Supporting Obligations and Tangible Chattel Paper.

     (b) For purposes of this Security Agreement, the term “Lender” shall include any Hedging Agreement Provider.

     (c) In addition, the following term shall have the following meaning:

     “Secured Obligations”: (a) all of the Credit Party Obligations (including obligations under Secured Hedging Agreements), howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several and (b) all expenses and charges, legal and otherwise, incurred by the Administrative Agent and/or the Lenders in collecting or enforcing any of the Credit Party Obligations or in realizing on or protecting any security therefor, including without limitation the security granted hereunder.

2. Grant of Security Interest in the Collateral.

     (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):

(i)	all Accounts;
(ii)	all cash and Cash Equivalents;
(iii)	all Chattel Paper;
(iv)	those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(a)(iv) attached hereto (as such Schedule may be updated from time to time by such Obligor);
(v)	all Copyright Licenses;
(vi)	all Copyrights;
(vii)	all Deposit Accounts;
(viii)	all Documents;
(ix)	all Equipment, provided, however, that with respect to Equipment, “Collateral” shall not include or be deemed to include Equipment included

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	in heating, ventilating and air conditioning systems and fixtures, electrical systems and fixtures, plumbing systems and fixtures, building mechanical systems and fixtures, or any other base building systems and fixtures constituting fixtures under the UCC and necessary to, or primarily utilized in connection with, the operation of the real property and improvements on or to which any such systems and fixtures are affixed or attached;
(x)	all Fixtures, provided, however, that with respect to Fixtures, “Collateral” shall not include or be deemed to include Fixtures included in heating, ventilating and air conditioning systems and fixtures, electrical systems and fixtures, plumbing systems and fixtures, building mechanical systems and fixtures, or any other base building systems and fixtures constituting fixtures under the UCC and necessary to, or primarily utilized in connection with, the operation of the real property and improvements on or to which any such systems and fixtures are affixed or attached;
(xi)	all General Intangibles;
(xii)	all Goods;
(xiii)	all Instruments;
(xiv)	all Inventory, provided, however, that with respect to Inventory, “Collateral” shall not include Goods owned by customers of an Obligor and delivered by such customers to such Obligor for processing by such Obligor at such Obligor’s location in the ordinary course of business;
(xv)	all Investment Property;
(xvi)	all Letter-of-Credit Rights;
(xvii)	all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (A) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (B) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (C) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (D) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;

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(xviii)	all Payment Intangibles;
(xix)	all Patent Licenses;
(xx)	all Patents;
(xxi)	all Trademark Licenses;
(xxii)	all Trademarks;
(xxiii)	all Software;
(xxiv)	all Supporting Obligations;
(xxv)	all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(xxvi)	all other personal property of any kind or type whatsoever owned by such Obligor; and
(xxvii)	to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing;

provided that to the extent that the provisions of any Assigned Agreement, lease or license of Software, or any Copyright License, Patent License or Trademark License expressly limit or prohibit any assignment thereof and/or any grant of a security interest therein, the security interest granted hereby, and each assignment thereof pursuant to any of the Credit Documents, shall be limited so as to conform to each such limitation and prohibition, and the Administrative Agent will not enforce its security interest in, or assignment of, any Obligor’s rights thereunder (other than in respect of the Proceeds thereof) in contravention of such limitation or prohibition for so long as the same continues, it being understood that upon the request of the Administrative Agent, each Obligor will in good faith use commercially reasonable efforts to obtain consent for the creation of a security interest in favor of the Administrative Agent for the benefit of the Lenders (and to the Administrative Agent’s or any Lender’s enforcement of such security interest) in such Loan Party’s rights under such Assigned Agreement, lease or license of Software, or such Copyright License, Patent License or Trademark License, as the case may be.

     (b) The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i)

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constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Assigned Agreement, lease or license of Software or of any Intellectual Property.

     (c) The term “Collateral” shall include any Secured Hedging Agreement and any rights of the Obligors thereunder only for purposes of this Section 2.

3. Provisions Relating to Accounts, Contracts and Agreements.

     (a) Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each of its Accounts, contracts and agreements to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account or the terms of such contract or agreement. Neither the Administrative Agent nor any Lender shall have any obligation or liability under any Account (or any agreement giving rise thereto), contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Administrative Agent or any Lender of any payment relating to such Account, contract or agreement pursuant hereto, nor shall the Administrative Agent or any Lender be obligated in any manner to perform any of the obligations of an Obligor under or pursuant to any Account (or any agreement giving rise thereto), contract or agreement, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

     (b) The Administrative Agent hereby authorizes the Obligors to collect the Accounts; provided, that the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuation of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuation of an Event of Default, any payments of Accounts, when collected by the Obligors (i) shall be forthwith (and in any event within two (2) Business Days) deposited by the Obligors in a collateral account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 12 hereof, and (ii) until so turned over, shall be held by the Obligors in trust for the Administrative Agent and the Lenders, segregated from other funds of the Obligors.

     (c) At any time and from time to time, the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Obligors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. Upon the occurrence and continuation of an Event of Default, upon the Administrative Agent’s request and at the expense of the

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Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. The Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts.

     4. Representations and Warranties. Each Obligor hereby represents and warrants to the Administrative Agent, for the benefit of the Lenders, that so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated:

(a) Chief Executive Office; Books & Records; Legal Name; State of Formation. As of the Closing Date, each Obligor’s chief executive office and chief place of business are (and for the prior four months has been) located at the locations set forth on Schedule 3.19(c) to the Credit Agreement, and as of the Closing Date each Obligor keeps its books and records at such locations. As of the Closing Date, the exact legal name of each Obligor is as shown opposite the captions “Borrower” and “Guarantors” on the signature pages of this Security Agreement and the state of incorporation or organization of each such Obligor is (and for the prior four months has been) the jurisdiction designated for such Obligor on Schedule 3.3 to the Credit Agreement. No Obligor has in the four months preceding the Closing Date changed its name, been party to a merger, consolidation or other change in structure or used any tradename not disclosed on Schedule 4(a) attached hereto (as updated from time to time).

(b) Location of Tangible Collateral. As of the Closing Date, the location of all tangible Collateral owned by each Obligor is as shown on Schedule 3.19(b) to the Credit Agreement, other than tangible Collateral (i) in possession of the Administrative Agent, (ii) in transit to one of the locations shown on Schedule 3.19(b) to the Credit Agreement, (iii) temporarily deployed off-site in the ordinary course of business of such Obligor, (iv) consisting of Inventory temporarily at locations of third-party vendors pending shipment to an Obligor, (v) consisting of Inventory being processed at third-party processing facilities, or (vi) temporarily absent for purposes of maintenance or repair.

(c) Ownership. Each Obligor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same, except to the extent such right with respect to any Assigned Agreement, lease or license of Software, or such Copyright License, Patent License or Trademark License, or the property subject thereto is limited or precluded by the express terms of such Assignment Agreement, lease or license of Software, or Copyright License, Patent License or Trademark License, as the case may be.

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     (d) This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by (i) the filing of an appropriate financing statement under the UCC, (ii) the granting of Control to the Administrative Agent and (iii) the filing of an appropriate notice with the United States Patent and Trademark Office or the United States Copyright Office, as appropriate for the item or type of Collateral in question, shall constitute a valid first priority (subject to Permitted Liens), perfected security interest in such Collateral, to the extent such security interest can be perfected by (i) the filing of an appropriate financing statement covering such Collateral under the UCC, (ii) the granting of Control of such Collateral to the Administrative Agent, or (iii) the filing of an appropriate notice covering such Collateral with the United States Patent and Trademark Office or the United States Copyright Office, free and clear of all Liens except for Permitted Liens.

     (e) Consents. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining Control to perfect the Liens created by this Security Agreement and/or (iv) compliance with the Federal Assignment of Claims Act or comparable state law, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and, other than as may be required with respect to Assigned Agreements, leases or licenses of Software, or Copyright Licenses, Patent Licenses or Trademark Licenses, no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Obligor), is required (A) for the grant by such Obligor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Security Agreement by such Obligor or (B) to the extent Article 9 of the UCC is applicable thereto, for the perfection of such security interest or the exercise by the Administrative Agent of the rights and remedies provided for in this Security Agreement.

     (f) Types of Collateral. None of the Collateral consists of, or is the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes or standing timber (as such term is used in the UCC).

     (g) Accounts. With respect to the Accounts of the Obligors: (i) the goods sold and/or services furnished giving rise to each Account are not subject to any security interest or Lien except the first priority, perfected security interest granted to the Administrative Agent herein and except for Permitted Liens; (ii) each Account and the papers and documents of the applicable Obligor relating thereto are genuine and in all material respects what they purport to be; (iii) each Account arises out of a bona fide transaction for goods sold and delivered (or in the process of being delivered) by an Obligor or for services actually rendered by an Obligor, which transaction was conducted in the ordinary course of the Obligor’s business and was completed in accordance with the terms of any documents pertaining thereto; (iv) no Account of an Obligor with a value of $1,000,000 individually or $2,500,000 in the aggregate for all such Accounts is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore endorsed over and

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delivered to, or submitted to the Control of, the Administrative Agent to the extent reasonably requested by the Administrative Agent; (v) the aggregate amount of the Accounts, as shown on the applicable Obligor’s books and records, and on all statements which may be delivered to the Administrative Agent with respect thereto, is owed to the applicable Obligor subject to immaterial adjustments; and (vi) there are no facts, events or occurrences which in any material respect impair the validity or enforcement of the Accounts, taken as a whole, or tend to materially reduce, in excess of the reserves maintained by the Obligors in accordance with GAAP, the aggregate amount payable thereunder as shown on the applicable Obligor’s books and records.

     (h) Inventory. No Inventory of an Obligor is held by a third party (other than an Obligor) pursuant to consignment, sale or return, sale on approval or similar arrangement other than Inventory with a value, individually or in the aggregate, less than $1,000,000 so held in the ordinary course of business on a basis consistent with past practices.

     (i) Intellectual Property. That the representations and warranties made by each Obligor regarding Intellectual Property in Section 3.16 of the Credit Agreement are true and correct.

     (j) Documents, Instruments and Chattel Paper. All Documents, Instruments and Chattel Paper describing, evidencing or constituting Collateral with a value in excess of $1,000,000 individually and $2,500,000 in the aggregate for all such Collateral, are, to the Obligors’ knowledge, complete, valid, and genuine.

     (k) Equipment. With respect to each Obligor’s Equipment: (i) such Obligor has good and marketable title (subject to Permitted Liens) to all owned Equipment; and (ii) all such Equipment material to the conduct of the businesses of the Obligors and their Subsidiaries is in normal operating condition and repair, ordinary wear and tear alone excepted (subject to casualty events), and is suitable for the uses to which it is customarily put in the conduct of such Obligor’s business.

     (1) Collateral Requiring Control to Perfect. Set forth on Schedule 4(T) is a description of all Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts and uncertificated Investment Property of the Obligors, including the name and address of (i) in the case of a Deposit Account, the depository institution, (ii) in the case of Electronic Chattel Paper, the account debtor, (iii) in the case of Letter-of-Credit Rights, the issuer or nominated person, as applicable, and (iv) in the case of a Securities Account or other uncertificated Investment Property, the Securities Intermediary or issuer, as applicable.

     5. Covenants. Each Obligor covenants that, so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or

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Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated, such Obligor shall:

     (a) Perfection of Security Interest by Filing, Etc.. Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Administrative Agent reasonably deems necessary or advisable. Each Obligor shall also execute and deliver to the Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 5(a)-1 attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 5(a)-2 attached hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 5(a)-3 attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. Each Obligor agrees to mark its books and records to reflect the security interest of the Administrative Agent in the Collateral.

     (b) Perfection of Security Interest by Possession. If (i) any amount payable in excess of $1,000,000 individually or $2,500,000 in the aggregate for all such amounts under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Tangible Chattel Paper or Supporting Obligation or (ii) if any Collateral with a value in excess of $1,000,000 individually or $2,500,000 in the aggregate for all such Collateral shall be stored or shipped subject to a Document or (iii) if any Collateral shall consist of Investment Property in the form of certificated securities, upon reasonable request by the Administrative Agent, deliver to the Administrative Agent such Instruments, Chattel Paper, Supporting Obligations, Documents or Investment Property to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Security Agreement.

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     (c) Perfection of Security Interest Through Control. If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral.

     (d) Other Liens. Defend its interests in the Collateral against the claims and demands of all other parties claiming an interest therein, except to the extent that the failure to do so could not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect, and keep the Collateral free from all Liens, except for Permitted Liens. Neither the Administrative Agent nor any Lender authorizes any Obligor to, and no Obligor shall, sell, exchange, transfer, assign, lease or otherwise dispose of the Collateral or any interest therein, except as permitted under the Credit Agreement.

     (e) Preservation of Collateral. Keep the Collateral useful and necessary in such Obligor’s business in good order, condition and repair in all material respects, ordinary wear and tear, casualty and obsolescence excepted; not use the Collateral in violation of the provisions of this Security Agreement or any other agreement relating to the Collateral or any policy insuring the Collateral or any applicable Requirement of Law; not permit any material Collateral to be or become a fixture to real property or an accession to other personal property unless the Administrative Agent has a valid, perfected and first priority security interest for the benefit of the Lenders (subject to Permitted Liens) in such real or personal property, and not, without the prior written consent of the Administrative Agent, alter or remove any identifying symbol or number on its Equipment.

     (f) Changes in Structure or Location. Not, without providing 30 days (or such shorter time period as the Administrative Agent may agree) prior written notice to the Administrative Agent and without filing (or confirming that the Administrative Agent has filed) such financing statements and amendments to any previously filed financing statements as the Administrative Agent may require, (i) alter its legal existence or, in one transaction or a series of transactions, merge into or consolidate with any other entity (except another Obligor in a manner permitted under the Credit Agreement), or sell all or substantially all of its assets (except to another Obligor in a manner permitted under the Credit Agreement), (ii) change its state of incorporation or organization, or (iii) change its registered legal name.

     (g) Inspection. Allow the Administrative Agent or its representatives to visit and inspect the Collateral as set forth in Section 5.6 of the Credit Agreement.

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     (h) Collateral Held by Warehouseman, Bailee, etc. If any material Collateral is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Obligor (other than as contemplated in Sections 4(b) and 4(h) hereof), (i) notify the Administrative Agent of such possession, (ii) if requested by the Administrative Agent, notify such Person of the Administrative Agent’s security interest for the benefit of the Lenders in such Collateral, (iii) if requested by the Administrative Agent, instruct such Person to hold all such Collateral for the Administrative Agent’s account subject to the Administrative Agent’s instructions and (iv) if requested by the Administrative Agent, use commercially reasonable efforts to obtain an acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Agent.

     (i) Treatment of Accounts, (i) Not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any person or property, in whole or in part, from payment thereof, or allow any credit or discount thereon, other than as normal and customary in the ordinary course of an Obligor’s business and (ii) maintain at its principal place of business a record of Accounts consistent with customary business practices.

     (j) Covenants Relating to Inventory.

     (i) Maintain, keep and preserve its material Inventory in good salable condition at its own cost and expense in accordance with past practices.

     (ii) Comply with all reporting requirements set forth in the Credit Agreement with respect to Inventory.

     (iii) Other than as contemplated by Sections 4(b) and 4(h), if any of the Inventory with a value in excess of $1,000,000 is at any time evidenced by a document of title, promptly notify the Administrative Agent thereof and, upon the request of the Administrative Agent, deliver such document of title to the Administrative Agent.

     (k) Covenants Relating to Copyrights, Patents and Trademarks. Each Obligor will comply with the requirements relating to Copyrights, Patents and Trademarks set forth in Section 5.13 of the Credit Agreement.

     (1) New Patents, Copyrights and Trademarks. Provide the Administrative Agent with an update to Schedule 3.16 to the Credit Agreement as required pursuant to Section 5.2(h) and (ii) (A) with respect to new Copyrights listed on such updates, a duly executed Notice of Grant of Security Interest in Copyrights, (B) with respect to new Patents listed on such updates, a duly executed Notice of Grant of Security Interest in Patents, (C) with respect to new Trademarks listed on such updates, a duly executed Notice of Grant of Security Interest in Trademarks or (D) such other duly executed documents as the Administrative Agent may request in a form acceptable to counsel for the Administrative Agent and suitable for recording to evidence the security interest of the Administrative.

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Agent on behalf of the Lenders in the Copyright, Patent or Trademark which is the subject of such new application.

     (m) Commercial Tort Claims: Notice of Litigation. (i) Forward to the Administrative Agent on a quarterly basis concurrently with the delivery of the financial statements referred to in Section 5.1(b) of the Credit Agreement written notification of any and all Commercial Tort Claims with a potential claim value in excess of $1,000,000 individually or $2,500,000 in the aggregate of the Obligors, including, but not limited to, any and all actions, suits, and proceedings before any court or Governmental Authority by or affecting such Obligor or any of its Subsidiaries and (ii) execute and deliver such statements, documents and notices and do and cause to be done all such things as may be required by the Administrative Agent, or required by law, including all things which may from time to time be necessary under the UCC to fully create, preserve, perfect and protect the priority of the Administrative Agent’s security interest in any Commercial Tort Claims.

     (n) Status of Collateral as Personal Property. At all times maintain the Collateral as personal property and not affix any of the material Collateral to any real property (other than any real property with respect to which there has been filed in favor of the Administrative Agent, for the benefit of the Lenders, an appropriate UCC financing statement covering Fixtures against such Obligor) in a manner which would change its nature from personal property to real property or a Fixture.

     (l) Regulatory Approvals. Promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law in connection with the obtaining of any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, such Obligor shall further use its commercially reasonable efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security

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Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

     (o) Insurance. Insure, repair and replace the Collateral of such Obligor as set forth in the Credit Agreement. All proceeds derived from insurance on the Collateral shall be subject to the security interest of the Administrative Agent hereunder, subject to the provisions of the Credit Agreement relating to Recovery Events and the permitted uses of Net Cash Proceeds derived therefrom.

     (p) Covenants Relating to the Assigned Agreements.

     (i) Upon the commercially reasonable request of the Administrative Agent, each Obligor shall, at its expense, (A) furnish to the Administrative Agent copies of all material notices, requests and other documents received by such Obligor under or pursuant to the Assigned Agreements, and such other material information and reports regarding the Assigned Agreements and (B) make to any other party to any Assigned Agreement such demands and requests for information and reports or for action as an Obligor is entitled to make thereunder.

     (ii) Unless it is in the ordinary course of business consistent with past practices of an Obligor, no Obligor shall (A) cancel or terminate any Assigned Agreement of such Obligor or consent to or accept any cancellation or termination thereof; (B) amend or otherwise modify any Assigned Agreement of such Obligor or give any consent, waiver or approval thereunder, (C) waive any default under or breach of any Assigned Agreement of such Obligor, or (D) take any other action in connection with any Assigned Agreement of such Obligor which would impair the value of the interest or rights of such Obligor thereunder or which would impair the interests or rights of the Administrative Agent

     (q) Material Contracts. Forward to the Administrative Agent on a quarterly basis concurrently with the delivery of the financial statements referred to in Section 5.1(b) of the Credit Agreement written notification of any new Material Contract. Upon the request of the Administrative Agent, with respect to any Material Contract, each Obligor will (i) to the extent permitted under such Material Contract, execute and deliver (or cause to be executed and delivered) to the Administrative Agent a collateral assignment of such Material Contract to such collateral assignment, in a form acceptable to the Administrative Agent, (ii) to the extent such collateral assignment is not permitted under such Material Contract, use commercially reasonable efforts to cause the other

13

parties to such Material Contract to consent to such collateral assignment and upon receiving such consent(s) such Obligor will execute and deliver (or cause to be executed and delivered) to the Administrative Agent a collateral assignment of such Material Contract and a consent by such Obligor, to such collateral assignment, in each case in a form acceptable to the Administrative and (iii) do any act or execute any additional documents reasonably required by the Administrative Agent to ensure to the Administrative Agent the effectiveness and first priority of its security interest in such Material Contract (subject to Permitted Liens).

     6. Power of Attorney for Perfection of Liens. Each Obligor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such Obligor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Obligor any financing statements, or amendments and supplements to financing statements, continuation financing statements, notices or any similar documents which in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated. In the event for any reason the law of any jurisdiction other than North Carolina becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted hereinabove).

     7. License of Intellectual Property. The Obligors hereby assign, transfer and convey to the Administrative Agent, effective upon the occurrence of any Event of Default, the nonexclusive right and license to use all Intellectual Property owned or used by any Obligor that relate to the Collateral and any other collateral granted by the Obligors as security for the Secured Obligations, together with any goodwill associated therewith, all to the extent necessary to enable the Administrative Agent to use, possess and realize on the Collateral and to enable any successor or assign to enjoy the benefits of the Collateral. This right and license shall inure to the benefit of all successors, assigns and transferees of the Administrative Agent and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and license is granted free of charge, without requirement that any monetary payment whatsoever be made to the Obligors.

     8. Special Provisions Regarding Inventory. Notwithstanding anything to the contrary contained in this Security Agreement, each Obligor may, unless and until an Event of

14

Default occurs and is continuing and the Administrative Agent instructs such Obligor otherwise, without further consent or approval of the Administrative Agent, use, consume, sell, lease and exchange its Inventory in the ordinary course of its business as presently conducted, whereupon, in the case of such a sale or exchange, the security interest created hereby in the Inventory so sold or exchanged (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of the Administrative Agent.

     9. Performance of Obligations; Advances by Administrative Agent. On failure of any Obligor to perform any of the covenants and agreements contained herein, the Administrative Agent may, at its sole option and in its sole discretion, perform or cause to be performed the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Administrative Agent may make for the protection of the security interest hereof or may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Obligors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the ABR Default Rate. No such performance of any covenant or agreement by the Administrative Agent on behalf of any Obligor, and no such advance or expenditure therefor, shall relieve the Obligors of any default under the terms of this Security Agreement, the other Credit Documents or any Secured Hedging Agreement. The Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by an Obligor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

     10. Events of Default.

     The occurrence of an event which under the Credit Agreement would constitute an Event of Default shall be an event of default hereunder (an “Event of Default”).

     11. Remedies.

(a) General Remedies. Upon the occurrence of an Event of Default and during continuation thereof, the Administrative Agent and the Lenders shall have, in addition to the rights and remedies provided herein, in the Credit Documents, in any Secured Hedging Agreement or by law (including, but not limited to, levy of attachment, garnishment and the rights and remedies set forth in the Uniform Commercial Code of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further, the Administrative Agent may, with or without judicial

15

process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Obligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Obligors to assemble and make available to the Administrative Agent at the expense of the Obligors any Collateral at any place and time designated by the Administrative Agent which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Neither the Administrative Agent’s compliance with any applicable state or federal law in the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. In addition to all other sums due the Administrative Agent and the Lenders with respect to the Secured Obligations, the Obligors shall pay the Administrative Agent and each of the Lenders all reasonable documented costs and expenses incurred by the Administrative Agent or any such Lender, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or. proceeding by or against the Administrative Agent or the Lenders or the Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. Each Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 9.2 of the Credit Agreement at least 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the Lenders may further postpone such sale by announcement made at such time and place.

     (b) Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, the Administrative Agent shall have the right to enforce any Obligor’s rights against any account debtors and obligors on such Obligor’s Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the

16

provisions of this Section shall be solely for the Administrative Agent’s own convenience and that such Obligor shall not have any right, title or interest in such Proceeds or in any such other amounts except as expressly provided herein. To the extent required by the Administrative Agent, each Obligor agrees to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authority. The Administrative Agent and the Lenders shall have no liability or responsibility to any Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Obligor hereby agrees to indemnify the Administrative Agent and the Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the Lenders (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

     (c) Access. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent shall have the right to enter and remain upon the various premises of the Obligors without cost or charge to the Administrative Agent, and use the same, together with materials, supplies, books and records of the Obligors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Administrative Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral. If the Administrative Agent exercises its right to take possession of the Collateral, each Obligor shall also at its expense perform any and all other steps reasonably requested by the Administrative Agent to preserve and protect the security interest hereby granted in the Collateral, such as placing and maintaining signs indicating the security interest of the Administrative Agent, appointing overseers for the Collateral and maintaining inventory records.

     (d) Nonexclusive Nature of Remedies. Failure by the Administrative Agent or the Lenders to exercise any right, remedy or option under this Security Agreement, any other Credit Document, any Secured Hedging Agreement or as provided by law, or any delay by the Administrative Agent or the Lenders in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be

17

enforced and then only to the extent specifically stated, which in the case of the Administrative Agent or the Lenders shall only be granted as provided herein. To the extent permitted by law, neither the Administrative Agent, the Lenders, nor any party acting as attorney for the Administrative Agent or the Lenders, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the Administrative Agent and the Lenders under this Security Agreement shall be cumulative and not exclusive of any other right or remedy which the Administrative Agent or the Lenders may have.

     (e) Retention of Collateral. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC (or any successor sections of the UCC) or otherwise complying with the notice requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any reason.

     (f) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent or the Lenders are legally entitled, the Obligors shall be jointly and severally liable for the deficiency, together with interest thereon at the ABR Default Rate, together with the costs of collection and the reasonable fees of any attorneys employed by the Administrative Agent to collect such deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Obligors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

     (g) Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real and other personal property and securities owned by an Obligor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence and during the continuation of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, Liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or any of the Administrative Agent’s rights or the Secured Obligations under this Security Agreement, under any other of the Credit Documents or under any Secured Hedging Agreement.

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12. Rights of the Administrative Agent.

     (a) Power of Attorney. In addition to other powers of attorney contained herein, each Obligor hereby designates and appoints the Administrative Agent, on behalf of the Lenders, and each of its designees or agents, as attorney-in-fact of such Obligor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

     (i) to demand, collect, settle, compromise, adjust and give discharges and releases concerning the Collateral of such Obligor, all as the Administrative Agent may reasonably determine in respect of such Collateral;

     (ii) to commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in respect thereof;

     (iii) to defend, settle, adjust or compromise any action, suit or proceeding brought with respect to the Collateral and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate;

     (iv) to receive, open and if commercially reasonable, dispose of mail addressed to an Obligor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral of such Obligor, or securing or relating to such Collateral, on behalf of and in the name of such Obligor;

     (v) in connection with the Administrative Agent’s or any Lender’s exercise of its rights and remedies hereunder, to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes;

     (vi) to adjust and settle claims under any insurance policy relating to the Collateral;

     (vii) to execute and deliver and/or file all financing statements, continuation financing statements, security agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may determine necessary in order to perfect and maintain the security interests and Liens granted in this Security Agreement and in

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order to permit the Administrative Agent or any Lender to exercise its rights and remedies hereunder;

     (viii) to institute any foreclosure proceedings that the Administrative Agent may deem appropriate;

     (ix) to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or to be able to exercise its rights and remedies at some future date) with respect to any Account of an Obligor where the account debtor is a Governmental Authority; and

     (x) to do and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenient in connection with the exercise of its rights and remedies with respect to the Collateral.

This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Security Agreement, and shall not be liable for any failure to do so or any delay in doing so except to the extent such failure or delay is a result of its gross negligence or willful misconduct. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.

     (b) Assignment by the Administrative Agent. The Administrative Agent may from time to time assign the Secured Obligations or any portion thereof and/or the Collateral or any portion thereof to a successor Administrative Agent, and the assignee shall be entitled to all of the rights and remedies of the Administrative Agent under this Security Agreement in relation thereto.

     (c) The Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Obligors shall be responsible for preservation of all rights in the Collateral, and the Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it or

20

tendering the surrender of it to the Obligors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 9 hereof, the Administrative Agent shall have no obligation to clean-up, repair or otherwise prepare the Collateral for sale.

     13. Application of Proceeds. After the exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 of the Credit Agreement (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of all contingent liabilities under Letters of Credit) shall automatically become due and payable in accordance with the terms of such Section), any proceeds of the Collateral, when received by the Administrative Agent, any of the Lenders or any Hedging Agreement Provider in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in Section 2.12(b) of the Credit Agreement, and each Obligor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such proceeds in the Administrative Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

     14. Costs of Counsel. If at any time hereafter, whether upon the occurrence of an Event of Default or not, the Administrative Agent employs counsel to prepare or consider amendments, waivers or consents with respect to this Security Agreement, or to take action or make a response in or with respect to any legal or arbitral proceeding relating to this Security Agreement or relating to the Collateral, or to protect the Collateral or exercise any rights or remedies under this Security Agreement or with respect to the Collateral, then the Obligors agree to promptly pay upon demand any and all such reasonable documented costs and expenses of the Administrative Agent, all of which costs and expenses shall constitute Secured Obligations hereunder.

     15. Continuing Agreement.

     (a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated. Upon such payment and termination, this Security Agreement shall be automatically terminated and the Administrative Agent and the Lenders shall, upon the request and at the expense of the Obligors, forthwith release all of the Liens and security interests granted hereunder and shall execute and/or deliver all UCC termination

21

statements and/or other documents reasonably requested by the Obligors evidencing such termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Security Agreement.

     (b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

     16. Amendments; Waivers; Modifications. This Security Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 9.1 of the Credit Agreement.

     17. Successors in Interest. This Security Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Obligor, its successors and assigns and shall inure, together with the rights and remedies of the Administrative Agent and the Lenders hereunder, to the benefit of the Administrative Agent and the Lenders and their successors and permitted assigns; provided, however, that, other than in connection with a transaction permitted under Section 6.5(a)(v) of the Credit Agreement, none of the Obligors may assign its rights or delegate its duties hereunder without the prior written consent of each Lender or the Required Lenders, as required by the Credit Agreement. To the fullest extent permitted by law, each Obligor hereby releases the Administrative Agent and each Lender, each of their respective officers, employees and agents and each of their respective successors and assigns, from any liability for any act or omission relating to this Security Agreement or the Collateral, except for any liability arising from the gross negligence or willful misconduct of the Administrative Agent or such Lender or their respective officers, employees and agents, in each case as determined by a court of competent jurisdiction.

     18. Notices. All notices required or permitted to be given under this Security Agreement shall be in conformance with Section 9.2 of the Credit Agreement.

     19. Counterparts. This Security Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. A counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document. It shall not be necessary in

22

making proof of this Security Agreement to produce or account for more than one such counterpart.

     20. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning, construction or interpretation of any provision of this Security Agreement.

     21. Governing Law; Submission to Jurisdiction and Service of Process; Arbitration; Waiver of Jurv Trial; Venue. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. The terms of Sections 9.13, 9.14 and 9.17 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

     22. Severability. If any provision of this Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

     23. Entirety. This Security Agreement, the other Credit Documents and the Secured Hedging Agreements represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to this Security Agreement, the other Credit Documents, the Secured Hedging Agreements or the transactions contemplated herein and therein.

     24. Survival. All representations and warranties of the Obligors hereunder shall survive the execution and delivery of this Security Agreement, the other Credit Documents and the Secured Hedging Agreements, the delivery of the Notes and the making of the Loans and the issuance of the Letters of Credit under the Credit Agreement.

     25. Joint and Several Obligations of Obligors.

     (a) Each of the Obligors is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Lenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Obligors and in consideration of the undertakings of each of the Obligors to accept joint and several liability for the obligations of each of them.

     (b) Each of the Obligors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Obligors with respect to the payment and performance of all of the Secured Obligations arising under this Security Agreement, the other Credit Documents

23

and the Secured Hedging Agreements, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Obligors without preferences or distinction among them.

     (c) Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents or in any Secured Hedging Agreement, to the extent the obligations of an Obligor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Obligor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

     26. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders.

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     Each of the parties hereto has caused a counterpart of this Security Agreement to be duly executed and delivered as of the date first above written.

BORROWER:	NCI BUILDING SYSTEMS, INC.
	By: Name:	/s/ Robert J. Medlock Robert J. Medlock
	Title:	Executive Vice President and Chief Financial Officer
GUARANTORS:	NCI HOLDING CORP. NCI OPERATING CORP. METAL COATERS OF CALIFORNIA, INC.
	By: Name:	/s/ Robert J. Medlock Robert J. Medlock
	Title:	Executive Vice President and Chief Financial Officer
	A & S BUILDING SYSTEMS, L.P. NCI BUILDING SYSTEMS, L.P. METAL BUILDING COMPONENTS, L.P. NCI GROUP, L.P.
	By:	NCI OPERATING CORP., as General Partner
	By: Name:	/s/ Robert J. Medlock Robert J. Medlock
	Title:	Executive Vice President and Chief Financial Officer

NCI BUILDING SYSTEMS, INC.
SECURITY AGREEMENT

     Accepted and agreed to as of the date first above written.

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
By: Name:	/s/ Glenn F. Edwards Glenn F. Edwards
Title:	Managing Director

NCI BUILDING SYSTEMS, INC.
SECURITY AGREEMENT

SCHEDULE 4(a)

NAME CHANGES/CHANGES IN
CORPORATE STRUCTURE/TRADENAMES

Changes of Legal Names:	None
Mergers, Consolidations, Changes in Structure:	None

Tradenames:

NCI Building Systems, Inc.

NCI Building Systems of Delaware
NCI

NCI Operating Corp.

Mesco Operating Company
DBCI Operating Company

NCI Holding Corp.

None

Metal Coaters of California, Inc.

Metal Coaters

NCI Building Systems, L.P.

Doors & Building Components
Metallic Buildings
Mid-West Steel Buildings
Steel Buildings
Mesco
Mesco Building Systems
Mesco Building Solutions
ECI Building Components
ECI
Insulated Panel Systems
IPS
Value Metal Buildings

Page 1 of 2

Rhino Steel Building Systems
NCI Component Structures
NCI Building Group
Building Group
Able Door Manufacturing

A & S Building Systems, L.P.

A & S Building Group

Metal Building Components, L.P.:

NCI Metal Depot
NCI Metal Depots
ABC
American Building Components
MBCI
Metal Building Components
Ennis Rollforming
The Metal Warehouse
MBCI Components Group
Components Group
Midland Metals

NCI Group, L.P.

Metal Coaters of Mississippi
Metal Coaters of Georgia
Southwest Steel Trading
Metal-Prep
Metal Prep
MC Coaters Group
Coaters Group
DOUBLECOTE
NCI Metal Group

Page 2 of 2

SCHEDULE 4(1)

DEPOSIT ACCOUNTS, ELECTRONIC CHATTEL PAPER,
LETTER-OF-CREDIT RIGHTS, SECURITIES ACCOUNTS
AND UNCERTIFICATED INVESTMENT PROPERTY

Deposit Accounts:

See Attached spreadsheet

Letter of Credit Rights:

See Attached spreadsheet

Uncertificated Investment Property:

NCI OPERATING CORP.
A & S Building Systems, L.P.	% general partnership interest
NCI Building Systems, L.P.	% general partnership interest
Metal Building Components, L.P.	% general partnership interest
NCI Group, L.P.	% general partnership interest
NCI HOLDING CORP.
A & S Building Systems, L.P.	% limited partnership interest
NCI Building Systems, L.P.	% limited partnership interest
Metal Building Components, L.P.	% limited partnership interest
NCI Group, L.P.	% limited partnership interest

[subject to comment by the Company)

Page 1 of 1

SCHEDULE 5(a)-1

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

COPYRIGHTS

United States Copyright Office

Gentlemen:

     Please be advised that pursuant to the Security Agreement dated as of June      , 2004 (as the same may be amended, modified, extended or restated from time to time, the “Security Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”) for the lenders referenced therein (the “Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the copyrights and copyright applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

COPYRIGHTS

	Description of
Copyright No.	Copyright	Date of Copyright

COPYRIGHT APPLICATIONS

	Description of Copyright	Date of Copyright
Copyright Application No.	Applied For	Application

SECURITY AGREEMENT

     The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application.

Very truly yours,

[Obligor]

By:

Name:

Title:

Acknowledged and Accepted:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent

By:

Name:

Title:

SECURITY AGREEMENT

SCHEDULE 5(a)-2

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

PATENTS

United States Patent and Trademark Office

Gentlemen:

     Please be advised that pursuant to the Security Agreement dated as of June      , 2004 (the “Security Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”) for the lenders referenced therein (the “Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the patents and patent applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

PATENTS

	Description of
Patent No.	Patent	Date of Patent

PATENT APPLICATIONS

	Description of Patent	Date of Patent
Patent Application No.	Applied For	Application

     The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any patent or patent application.

Very truly yours,

[Obligor]

By:

Name:

Title:

Acknowledged and Accepted:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent

By:

Name:

Title:

2 

SCHEDULE 5(a)-3

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

TRADEMARKS

United States Patent and Trademark Office

Gentlemen:

     Please be advised that pursuant to the Security Agreement dated as of June      , 2004 (the “Security Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”) for the lenders referenced therein (the “Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

TRADEMARKS

	Description of
Trademark No.	Trademark	Date of Trademark

TRADEMARK APPLICATIONS

	Description of Trademark	Date of Trademark
Trademark Application No.	Applied For	Application

     The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.

Very truly yours,

[Obligor]

By:

Name:

Title:

Acknowledged and Accepted:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent

By:

Name:

Title:

2 

PLEDGE AGREEMENT

     THIS PLEDGE AGREEMENT (as amended, modified, extended, renewed, restated or replaced from time to time, this “Pledge Agreement”) is entered into as of June 18, 2004, among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), each of the Domestic Subsidiaries of the Borrower from time to time party hereto (individually a “Guarantor” and collectively the “Guarantors”; the Guarantors, together with the Borrower, individually a “Pledgor” and collectively the “Pledgors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) for the several banks and other financial institutions as may from time to time become parties to such Credit Agreement (individually a “Lender” and collectively the “Lenders”).

RECITALS

     WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are entering into contemporaneously herewith that certain Credit Agreement dated as of the date hereof (as amended, modified, extended, renewed, restated or replaced from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed to make Loans and to issue and/or acquire participation interests in Letters of Credit upon the terms and subject to the conditions set forth therein;

     WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders to make their respective Loans and to issue and/or acquire participation interests in Letters of Credit under the Credit Agreement that the Pledgors shall have executed and delivered this Security Agreement to the Administrative Agent for the ratable benefit of the Lenders; and

     WHEREAS, the Pledgors constitute one integrated financial enterprise, and the Extensions of Credit to any Pledgor shall benefit directly and indirectly each Pledgor.

     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms that are defined in the Uniform Commercial Code from time to time in effect in the State of North Carolina (the “UCC”) are used herein as so defined: Certificated Security, Control, Entitlement Order, Financial Asset, Investment Company Security, Securities Account, Security Entitlement, Securities Intermediary and Uncertificated Security. For purposes of this Pledge Agreement, the term “Lender” shall include any Hedging Agreement Provider.

     2. Pledge and Grant of Security Interest. To secure the prompt payment and performance in full when due, whether by lapse of time or otherwise, of the Secured Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and grants to the Administrative

Agent, for the benefit of the Lenders, a continuing security interest in any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Pledged Collateral”):

     (a) Pledged Capital Stock, (i) 100% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) 65% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor of each Foreign Subsidiary set forth on Schedule 2(a) attached hereto (collectively, together with the Capital Stock and other interests described in clauses (y) and (z) and in Sections 2(b) and 2(c) below, the “Pledged Capital Stock”), including, but not limited to, the following:

     (y) subject to the percentage restrictions described above and in Section 2(b) below, all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Capital Stock; and

     (z) subject to the percentage restrictions described above and in Section 2(b) below and without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, all shares of each class of the Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

     (b) Additional Interests, (i) 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock of any Person which hereafter becomes a Domestic Subsidiary and (ii) 65% (or, if less, the full amount owned by such Pledgor) of the Voting Equity and 100% (or, if less, the full amount owned by such Pledgor) of the Non-Voting Equity of any Person which hereafter becomes a Foreign Subsidiary, including, without limitation, the certificates representing such Capital Stock.

     (c) Other Equity Interests. Subject to the percentage restrictions described above, any and all other Capital Stock or other equity interests owned by the Pledgors in any Domestic Subsidiary or any Foreign Subsidiary (except Building Systems de Mexico, S.A. de C.V., until such time as any Obligor, individually or in the aggregate owns more than 51% of the Capital Stock of Building Systems de Mexico, S.A. de C.V.).

2

     (d) Proceeds. All proceeds and products of the foregoing, however and whenever acquired and in whatever form.

     Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of Capital Stock or other interests to the Administrative Agent as collateral security for the Secured Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of Capital Stock or other interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a)is amended to refer to such additional shares.

     3. Security for Secured Obligations. The security interest created hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the following, whether now existing or hereafter incurred (the “Secured Obligations”): (a) all of the Credit Party Obligations (including obligations under Secured Hedging Agreements), howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several and (b) all expenses and charges, legal and otherwise, incurred by the Administrative Agent, the Lenders and/or the Hedging Agreement Providers in collecting or enforcing any of the Credit Party Obligations or in realizing on or protecting any security therefor, including without limitation the security granted hereunder.

     4. Delivery of the Pledged Collateral; Perfection of Security Interest. Each Pledgor hereby agrees that:

     (a) Delivery of Certificates and Instruments. Each Pledgor shall deliver as security to the Administrative Agent (subject to the limitations set forth in Section 2 above) (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement, all certificates representing the Pledged Capital Stock owned by such Pledgor and (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral owned by a Pledgor. Prior to delivery to the Administrative Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Administrative Agent pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a) attached hereto.

     (b) Additional Securities. Subject to the percentage restrictions set forth in Section 2, if such Pledgor shall receive by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares of Capital Stock, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in Capital Stock; or

3

(iv) distributions of Capital Stock or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Administrative Agent in the exact form received accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a) attached hereto, to be held by the Adrninistrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

     (c) Financing Statements. Each Pledgor hereby authorizes the Adrninistrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem reasonably necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Pledged Collateral in a manner as the Administrative Agent reasonably deems necessary or advisable. Each Pledgor shall also execute and deliver to the Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Administrative Agent its security interests hereunder are perfected, including such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Adrninistrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate jurisdictions, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. Each Pledgor agrees to mark its books and records and to cause the issuer of the Pledged Capital Stock of such Pledgor (or, in the case of any issuer of Pledged Capital Stock that is not a wholly-owned Subsidiary of the Borrower, use commercially reasonable efforts to cause such issuer) to mark its books and records to reflect the security interest of the Administrative Agent in the Pledged Collateral.

     (d) Provisions Relating to Uncertificated Securities, Security Entitlements and Securities Accounts. The Pledgors shall promptly notify the Administrative Agent of any Pledged Collateral consisting of an Uncertificated Security or a Security Entitlement or any Pledged Collateral held in a Securities Account. With respect to any such Pledged Collateral, (a) the applicable Pledgor and the applicable issuer of the Uncertificated Security or the applicable Securities Intermediary shall enter into, upon the request of the Administrative Agent, an agreement with the Administrative Agent granting Control to the Administrative Agent over such Pledged Collateral, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent and (b) the Administrative Agent shall be entitled, upon the occurrence and during the continuance of a Default or an Event of Default, to notify the applicable issuer of the Uncertificated Security or the

4

applicable Securities Intermediary that it should follow the instructions or the Entitlement Orders, respectively, of the Administrative Agent and no longer follow the instructions or the Entitlement Orders, respectively, of the applicable Pledgor. Upon receipt by a Pledgor of notice from a Securities Intermediary of its intent to terminate the Securities Account of such Pledgor held by such Securities Intermediary, prior to the termination of such Securities Account the Pledged Collateral in such Securities Account shall be (i) transferred to a new Securities Account, upon the request of the Administrative Agent, which shall be subject to a control agreement as provided above or (ii) transferred to an account held by the Administrative Agent (in which it will be held until a new Securities Account is established).

     5. Representations and Warranties. Each Pledgor hereby represents and warrants to the Administrative Agent, for the benefit of the Lenders, that so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated:

     (a) Authorization of Pledged Capital Stock. The Pledged Capital Stock is duly authorized and validly issued, is fully paid and nonassessable and is not subject to the preemptive rights of any Person. All other shares of Capital Stock or other interests constituting Pledged Collateral are duly authorized and validly issued, fully paid and nonassessable and not subject to the preemptive rights of any Person.

     (b) Title. Each Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and will at all times be the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Pledged Capital Stock of such Pledgor.

     (c) Exercising of Rights. The exercise by the Administrative Agent of its rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting a Pledgor or any of its property, provided that the Administrative Agent obtains all necessary Governmental Approvals pursuant to Section 10(c) hereof or required under the laws of the jurisdiction of organization or formation of any Foreign Subsidiary.

     (d) Pledgor’s Authority. No authorization, approval or action by, and no notice or filing with any Governmental Authority, the issuer of any Pledged Capital Stock or third party is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Pledge Agreement or (ii) for the exercise by the Administrative Agent or the Lenders of their rights and remedies hereunder, provided that the Administrative Agent obtains all necessary Governmental Approvals pursuant to Section 10(c) hereof or required under the laws of the jurisdiction of organization or formation of any Foreign Subsidiary.

5

     (e) Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent for the ratable benefit of the Lenders, in the Pledged Collateral. The taking possession by the Administrative Agent of the certificates (if any) representing the Pledged Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Capital Stock and such certificates and instruments. Upon the filing of UCC financing statements in the location of each Pledgor’s State of organization, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security or a Security Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Administrative Agent and the applicable Securities Intermediary or the applicable issuer of the Uncertificated Security of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section, no action is necessary to perfect the Administrative Agent’s security interest.

     (f) No Other Capital Stock. Except as set forth on Schedule 2(a) attached hereto (as updated or deemed updated from time to time in accordance with the terms hereof and of the Credit Agreement), no Pledgor owns any Capital Stock of the Borrower or any of its Domestic Subsidiaries (other than Immaterial Subsidiaries).

     (g) Partnership and Limited Liability Company Interests. Except as previously disclosed to the Administrative Agent, none of the Pledged Capital Stock consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

     6. Covenants. Each Pledgor hereby covenants, that so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated, such Pledgor shall:

     (a) Defense of Title. Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein; keep the Pledged Collateral free from all Liens, other than Permitted Liens; and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Credit Documents.

6

     (b) Further Assurances. Promptly execute and deliver at its expense all further instruments and documents and take all further action that may be necessary and desirable or that the Administrative Agent may request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor (including, without limitation, execution and delivery of one or more control agreements reasonably acceptable to the Administrative Agent, filing of UCC financing statements and any and all other actions reasonably necessary to satisfy the Administrative Agent that the Administrative Agent has obtained a first priority perfected security interest in all Pledged Collateral); (ii) enable the Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation and if requested by the Administrative Agent upon the occurrence and continuation of an Event of Default, delivering to the Administrative Agent irrevocable proxies in respect of the Pledged Collateral of such Pledgor.

     (c) Amendments. Not make or consent to any amendment or other modification or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or as may be permitted under the Credit Agreement.

     (d) Compliance with Securities Laws. File all reports and other information now or hereafter required to be filed by such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Pledged Collateral of such Pledgor.

     (e) Issuance or Acquisition of Capital Stock. Not without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Capital Stock that consists of an interest in a partnership or a limited liability company which (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

     7. Power of Attorney for Perfection of Liens. Each Pledgor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such Pledgor’s attorney-in-fact with full power and for the limited purpose to file any financing statements, or amendments and supplements to financing statements, continuation financing statements, notices or any similar documents which in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall

7

have been terminated. In the event for any reason the law of any jurisdiction other than North Carolina becomes or is applicable to the Collateral of any Pledgor or any part thereof, or to any of the Secured Obligations, such Pledgor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if an Pledgor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Pledgor pursuant to the power of attorney granted hereinabove).

     8. Performance of Obligations; Advances by Administrative Agent. On failure of any Pledgor to perform any of the covenants and agreements contained herein, the Administrative Agent may, at its sole option and in its sole discretion, perform or cause to be performed the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Administrative Agent may make for the protection of the security interest hereof or may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Pledgors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the ABR Default Rate. No such performance of any covenant or agreement by the Administrative Agent on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors of any default under the terms of this Pledge Agreement, the other Credit Documents or any Secured Hedging Agreement. The Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Pledgor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

     9. Events of Default. The occurrence of an event which under the Credit Agreement would constitute an Event of Default shall be an event of default hereunder (an “Event of Default”).

     10. Remedies.

     (a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent shall have, in respect of the Pledged Collateral of any Pledgor, in addition to the rights and remedies provided herein, in the other Credit Documents, in any Secured Hedging Agreement or by law, the rights and remedies of a secured party under the UCC or any other applicable law.

     (b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section and, except as otherwise required by applicable law, without notice, the Administrative Agent

8

may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by applicable law, any Lender may in such event, bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor, in accordance with the notice provisions of Section 9.2 of the Credit Agreement at least ten (10) days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

     (c) Registration Rights. If the Administrative Agent shall determine to exercise its right to sell all or any of the Pledged Collateral, each Pledgor agrees that, upon request of the Administrative Agent after the occurrence and during the continuance of an Event of Default (which request may be made by the Administrative Agent in its sole discretion), such Pledgor will, at its own expense, to the fullest extent it has the capability to do so:

     (i) execute and deliver, and use its commercially reasonable efforts to cause each issuer of the Pledged Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Administrative Agent, advisable to file a registration statement covering such Pledged Collateral under the provisions of the Securities Act of 1933 and to use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission applicable thereto;

     (ii) use its commercially reasonable efforts to qualify the Pledged Collateral under all applicable state securities or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Pledged Collateral, as requested by the Administrative Agent;

     (iii) cause each issuer (or, in the case of any issuer that is not a wholly-owned Subsidiary of the Borrower, use commercially reasonable efforts to cause such issuer) to make available to its security holders, as soon as practicable, an

9

earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act of 1933;

     (iv) to use commercially reasonable efforts to do or cause to be done all such other acts and things as may be necessary to make such sale of the Pledged Collateral or any part thereof valid and binding and in compliance with applicable law; and

     (v) bear all reasonable costs and expenses, including reasonable attorneys’ fees, of carrying out its obligations under this Section 9.

Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9(c) will cause irreparable injury to the Administrative Agent, that Administrative Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9(c) shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section 9(c) shall in any way alter the other rights of the Administrative Agent under this Pledge Agreement.

In the event of any public sale described in this Section 9(c), each Pledgor agrees to indemnify and hold harmless the Administrative Agent and the Lenders and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such persons may become subject or for which any of them may be liable, under the Securities Act of 1933 or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, judgments, liabilities or expenses arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission based upon and in conformity with information with respect to any Lender furnished in writing by any Lender or the Administrative Agent to any Pledgor expressly for use therein with reference to such Lender, and will reimburse Administrative Agent and such other persons for any legal or other expenses reasonably incurred by the Administrative Agent and such other persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including all fees, costs and expenses whatsoever reasonably incurred by the Administrative Agent and such other persons and counsel for the Administrative Agent and such other persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such

10

commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Pledgor may otherwise have and shall extend upon the same terms and conditions to each person, if any, that controls the Administrative Agent or such persons within the meaning of the Securities Act of 1933.

     (d) Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

     (e) Retention of Pledged Collateral. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC (or any successor sections of the UCC) or otherwise complying with the notice requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason.

     (f) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent or the Lenders are legally entitled, the Pledgors shall be jointly and severally liable for the deficiency, together with interest thereon at the ABR Default Rate, together with the costs of collection and the reasonable fees of any attorneys employed by the Administrative Agent to collect such deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Pledgors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

11

     (g) Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Pledged Collateral (including, without limitation, real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence and during the continuation of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, Liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or any of the Administrative Agent’s rights or the Secured Obligations under this Pledge Agreement, under any other of the Credit Documents or under any Secured Hedging Agreement.

     11. Rights of the Administrative Agent.

     (a) Power of Attorney. In addition to other powers of attorney contained herein, each Pledgor hereby designates and appoints the Administrative Agent, on behalf of the Lenders, and each of its designees or agents as attomey-in-fact of such Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

     (i) to demand, collect, settle, compromise, adjust and give discharges and releases concerning the Pledged Collateral of such Pledgor, all as the Administrative Agent may reasonably determine in respect of such Pledged Collateral;

     (ii) to commence and prosecute any actions at any court for the purposes of collecting any of the Pledged Collateral and enforcing any other right in respect thereof;

     (iii) to defend, settle, adjust or compromise any action, suit or proceeding brought with respect to the Pledged Collateral and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate;

     (iv) to pay or discharge taxes, Liens, security interests, or other encumbrances levied or placed on or threatened against the Pledged Collateral;

     (v) to direct any parties liable for any payment under any of the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;

12

     (vi) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Pledged Collateral of such Pledgor;

     (vii) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Pledged Collateral of such Pledgor;

     (viii) to execute and deliver and/or file all financing statements, continuation statements, pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may determine necessary in order to perfect and maintain the security interests and Liens granted in this Pledge Agreement and in order to permit the Administrative Agent or any Lender to exercise its rights or remedies hereunder;

     (ix) to exchange any of the Pledged Collateral of such Pledgor or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral of such Pledgor with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may determine;

     (x) to vote for a shareholder, partner or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Collateral of such Pledgor into the name of the Administrative Agent or into the name of any transferee to whom the Pledged Collateral of such Pledgor or any part thereof may be sold pursuant to Section 9 hereof; and

     (xi) to do and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenient in connection with the exercise of its rights and remedies with respect to the Pledged Collateral of such Pledgor.

This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attomey-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Pledged Collateral.

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     (b) Assignment by the Administrative Agent. The Administrative Agent may from time to time assign the Secured Obligations or any portion thereof and/or the Pledged Collateral or any portion thereof to a successor Administrative Agent, and the assignee shall be entitled to all of the rights and remedies of the Administrative Agent under this Pledge Agreement in relation thereto.

     (c) The Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that Pledgors shall be responsible for preservation of all rights in the Pledged Collateral of such Pledgor, and the Administrative Agent shall be relieved of all responsibility for Pledged Collateral upon surrendering it or tendering the surrender of it to the Pledgors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters; or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral.

     (d) Voting Rights in Respect of the Pledged Collateral.

     (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; provided, however, that Pledgor shall not exercise or shall refrain from exercising any such right if the Administrative Agent shall have notified the Pledgor that, in the Administrative Agent’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof.

     (ii) Subject to subsection (e) of this Section, upon the occurrence and during the continuance of a Default or an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights.

     (e) Dividend and Distribution Rights in Respect of the Pledged Collateral.

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     (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the Administrative Agent pursuant to Section 4 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement.

     (ii) Upon the occurrence and during the continuation of an Event of Default:

     (A) all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and

     (B) all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

     (f) Release of Pledged Collateral. The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, Lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority Lien on all Pledged Collateral not expressly released or substituted.

     12. Application of Proceeds. After the exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 of the Credit Agreement (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms of such Section), any proceeds of the Pledged Collateral, when received by the Administrative Agent, any of the Lenders or any Hedging Agreement Provider in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in Section 2.12(b) of the Credit Agreement, and each Pledgor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the continuing and exclusive right to apply and reapply any and

15

all such proceeds in the Administrative Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

     13. Costs of Counsel. If at any time hereafter, whether upon the occurrence of an Event of Default or not, the Administrative Agent employs counsel to prepare or consider amendments, waivers or consents with respect to this Pledge Agreement, or to take action or make a response in or with respect to any legal or arbitral proceeding relating to this Pledge Agreement or relating to the Pledged Collateral, or to protect the Pledged Collateral or exercise any rights or remedies under this Pledge Agreement or with respect to the Pledged Collateral, then the Pledgors agree to promptly pay upon demand any and all such reasonable documented costs and expenses of the Administrative Agent or the Lenders, all of which costs and expenses shall constitute Secured Obligations hereunder.

     14. Continuing Agreement.

     (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the Lenders shall, upon the request and at the expense of the Pledgors, forthwith release all of the Liens and security interests granted hereunder and shall deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement.

     (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

     15. Amendments; Waivers; Modifications. This Pledge Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 9.1 of the Credit Agreement.

     16. Successors in Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall be binding upon each Pledgor, its successors and assigns and shall inure, together with the rights and remedies of the Administrative Agent

16

hereunder, to the benefit of the Administrative Agent and the Lenders and their successors and permitted assigns; provided, however, that, other than in connection with a transaction permitted under Section 6.5(a)(v) of the Credit Agreement, none of the Pledgors may assign its rights or delegate its duties hereunder without the prior written consent of each Lender or the Required Lenders, as required by the Credit Agreement. To the fullest extent permitted by law, each Pledgor hereby releases the Administrative Agent and each Lender, each of their respective officers, employees and agents and each of their respective successors and assigns, from any liability for any act or omission relating to this Pledge Agreement or the Pledged Collateral, except for any liability arising from the gross negligence or willful misconduct of the Administrative Agent or such Lender or their respective officers, employees and agents, in each case as determined by a court of competent jurisdiction.

     17. Notices. All notices required or permitted to be given under this Pledge Agreement shall be in conformance with Section 9.2 of the Credit Agreement.

     18. Counterparts. This Pledge Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. A counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document. It shall not be necessary in making proof of this Pledge Agreement to produce or account for more than one such counterpart.

     19. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning, construction or interpretation of any provision of this Pledge Agreement.

     20. Governing Law; Submission to Jurisdiction and Service of Process; Arbitration; Waiver of Jury Trial; Venue. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. The terms of Sections 9.13, 9.14 and 9.17 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

     21. Severability. If any provision of this Pledge Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

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     22. Entirety. This Pledge Agreement, the other Credit Documents and any Secured Hedging Agreement represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to this Pledge Agreement, the other Credit Documents, any such Secured Hedging Agreement or the transactions contemplated herein and therein.

     23. Survival. All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement, the other Credit Documents and any Secured Hedging Agreement, the delivery of the Notes and the making of the Loans and the issuance of the Letters of Credit under the Credit Agreement.

     24. Joint and Several Obligations of Pledgors.

     (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Lenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them.

     (b) Each of the Pledgors, jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Credit Documents and any Secured Hedging Agreement, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them.

     (c) Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents or in any Secured Hedging Agreement, to the extent the obligations of a Pledgor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Pledgor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

     25. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required Lenders.

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     Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written.

BORROWER:	NCI BUILDING SYSTEMS, INC.
	By:	/s/ Robert J. Medlock
	Name:	Robert J. Medlock
	Title:	Executive Vice President and
		Chief Financial Officer
GUARANTORS:	NCI HOLDING CORP.
	NCI OPERATING CORP.
	METAL COATERS OF CALIFORNIA, INC.
	By:	/s/ Robert J. Medlock
	Name:	Robert J. Medlock
	Title:	Executive Vice President and
		Chief Financial Officer
	A & S BUILDING SYSTEMS, L.P.
	NCI BUILDING SYSTEMS, L.P,
	METAL BUILDING COMPONENTS, L.P.
	NCI GROUP, L.P.
	By:	NCI OPERATING CORP.,
		as General Partner
	By:	/s/ Robert J. Medlock
	Name:	Robert J. Medlock
	Title:	Executive Vice President and
		Chief Financial Officer

NCI Building Systems, Inc.
Pledge Agreement

     Accepted and agreed to as of the date first above written.

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/ Glenn F. Edwards
Name:	Glenn F. Edwards
Title:	Managing Director

NCI Building Systems, Inc.
Pledge Agreement

Schedule 2(a)
to
Pledge Agreement
dated as of June 18, 2004
in favor of Wachovia Bank, National Association,
as Administrative Agent

PLEDGED CAPITAL STOCK

Pledgor: NCI BUILDING SYSTEMS, INC.

Name of Subsidiary:	Number of Shares		Certificate Number		Percentage Ownership
NCI Operating Corp.		1,000		002		100
NCI Holding Corp.		1,000		002		100
Pledgor: NCI HOLDING CORP.
Name of Subsidiary:	Number of Shares		Certificate Number		Percentage Ownership
Metal Coaters of California, Inc.		10,000		4		100

PLEDGED PARTNERSHIP INTERESTS

Pledgor: NCI OPERATING CORP.

Name of Subsidiary:	Description of Interest	Percentage Ownership
A & S Building Systems, L.P.	1% general partnership interest		1
NCI Building Systems, L.P.	1% general partnership interest		1
Metal Building Components, L.P.	1% general partnership interest		1
NCI Group, L.P.	1% general partnership interest		1
Pledgor: NCI HOLDING CORP.
Name of Subsidiary:	Description of Interest	Percentage Ownership
A & S Building Systems, L.P.	99% limited partnership interest		99
NCI Building Systems, L.P.	99% limited partnership interest		99
Metal Building Components, L.P.	99% limited partnership interest		99
NCI Group, L.P.	99% limited partnership interest		99

Exhibit 4(a)
to
Pledge Agreement
dated as of June 18, 2004
in favor of Wachovia Bank, National Association,
as Administrative Agent

Irrevocable Stock Power

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to

the following shares of capital stock of                                         , a                      corporation:

No. of Shares Certificate No.

and irrevocably appoints                                          its agent and attorney-in-fact to transfer all or any part of such capital stock or equity interest and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.

                       ,

a                      [corporation]

By:

Name:

Title:

Organized under the laws of the state of Delaware Authorized Shares 1,000-par value $1.00 Per Share This certifies NCI BUILDING SYSTEMS, INC. REGISTERED holder of ONE THOUSAND (1,000)

CORPORATION PACKAGE COMPANY P.O. Box 10642, Dallas, Texas 75107Notice

The shares represented by this certificate have not been registered pursuant to the federal securities act of 1933, as amended, or any state securities law. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred or otherwise disposed of unless the same is registered under said act and any applicable state securities law, or unless an exemption from such registration is available.

Organized under the laws of the state of Delaware Authorized Shares 1,000-par value $1.00 Per Share This certifies NCI BUILDING SYSTEMS, INC. REGISTERED holder of ONE THOUSAND (1,000)

CORPORATION PACKAGE COMPANY P.O. Box 10642, Dallas, Texas 75107 Notice

The shares represented by this certificate have not been registered pursuant to the federal securities act of 1933, as amended, or any state securities law. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred or otherwise disposed of unless the same is registered under said act and any applicable state securities law, or unless an exemption from such registration is available.

Organized under the laws of the state of Delaware Authorized Shares 1,000-par value $1.00 Per Share This certifies NCI BUILDING SYSTEMS, INC. REGISTERED holder of ONE THOUSAND (1,000)

The following abbreviations, when used In the inscription on the toce of this certificate, shall bo construed as though ffiey were written out In full according id applicatile laws or regulations: TENCOM ~ as tenants In common UNIF GIFT MIN ACT — CirsoxJ/an (CtKt) (Minor) TEN ENT — as tenants by the entireties under Uniform Gifts to Minors Act JT JEN • as joint tenants vt’nh right of (State) survivorship and not as tenants in common Aditional abbreviations may also be used though not in the above list

The shares represented by this certificate have not been registered pursuant to the federal securities act of 1933, as amended, or any state securities law. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred or otherwise disposed of unless the same is registered under said act and any applicable state securities law, or unless an exemption from such registration is available.

No shareholder has any preemptive right to acquire any unissued or treasury securities of the Company. A complete statement of the denial of preemptive rights is set forth in Article Six of the Company’s Articles of Incorporation on file in the Office of the Secretary of State of the State of Texas. The Company will furnish a copy of Article Six to the record holder of this Certificate, without charge, on written request to the Company at its principal place of business or registered office.

Irrevocable Stock Power

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of NCI Holding Corp., a Delaware corporation:

No. of Shares	Certificate No.
1,000	002

and irrevocably appoints                                          its agent and attorney-in-fact to transfer all or any part of such capital stock or equity interest and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.

NCI BUILDING SYSTEMS, INC., a Delaware corporation
By:	/s/ Robert J. Medlock
	Robert J. Medlock, Executive Vice
	President and Chief Financial Officer

Irrevocable Stock Power

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of NCI Operating Corp., a Nevada corporation:

No. of Shares	Certificate No.
1,000	002

and irrevocably appoints                                          its agent and attorney-in-fact to transfer all or any part of such capital stock or equity interest and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.

NCI BUILDING SYSTEMS, INC., a Delaware corporation
By:	/s/ Robert J. Medlock
	Robert J. Medlock, Executive Vice
	President and-Chief Financial Officer

Irrevocable Stock Power

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of Metal Coaters of California, Inc., a Texas corporation:

No. of Shares	Certificate No.
10,000	4

and irrevocably appoints                                          its agent and attorney-in-fact to transfer all or any part of such capital stock or equity interest and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.

NCI HOLDING CORP., a Delaware corporation
By:	/s/ Robert J. Medlock
	Robert J. Medlock Executive Vice
	President and Chief Financial Officer

UCC FINANCING STATEMENT ‘ FOLLOW Sheila Gask (704)331-2451 B. SEND ACKNOWLEDGMENT TO (Name and Address) Van Allen 100 North Tryon Street Suite 4700 Charlotte, MC 28202-4003 sheilagask@mvalaw . com OF I7.C.C. EZLZBG 5BCTJCN JFILED 11:14 AM 06/22/2004 FZLXNS NOM: 4171602 8 : 0000000 SRV: 040458629 THE ABOVE SPACE B FOR FttJNC omC£ USEONLY « ta,<xg NCI wZATdvs make Holding Corp. AME RRETNAWE MXXE KAME SJFFOL 1 1 05 N. Market Street, Suite 3300 crrr Wilmington STATE DE

UCC FINANCING STATEMENT ‘ FOLLOW Sheila Gask (704)331-2451 B. SEND ACKNOWLEDGMENT TO (Name and Address) Van Allen 100 North Tryon Street Suite 4700 Charlotte, MC 28202-4003 sheilagask@mvalaw . com OF I7.C.C. EZLZBG 5BCTJCN JFILED 11:14 AM 06/22/2004 FZLXNS NOM: 4171602 8 : 0000000 SRV: 040458629 THE ABOVE SPACE B FOR FttJNC omC£ USEONLY « ta,<xg NCI wZATdvs make Holding Corp. AME RRETNAWE MXXE KAME SJFFOL 1 1 05 N. Market Street, Suite 3300 crrr Wilmington STATE DE POSTAL COO: 19801 CCOUTKT gg^“1™ .Corporation If. JUR«01CT10NO=<>?GA.’flZ>,TO.t Delaware 13 OSCAWZATKWALID”. fi^y i. APKTPNAi. DESTOFfS EXACT FULL LCOAL NAME — l«ort «WS(a: m«.fn.n i»rtTn»<n«PiarStt) CK 3*. ORSAK2.MOM3 HAVE Wachovia Bank, National Association, as Administrative Agent 3e. iTErvSjAUS DSr name rRSTKAME MOOLEHAWe SUFTO 3C.MAX»C*£OF£SS 201 South College Street, CP-8 CTY Charlotte STATE NC PosTAicroe 28288 CCilWST USA 4. Tbit F1KANC1W £7A’XMEK7 conn V All assets and personal property of the Debtor now owned or hereafter acquired. FILING OFFICE COPY — UCC LSC FmNCIKG STATEMENT (FORM UCC1] (REV. 0&22/02) AJIOueon. . F897507 AS174030

UCC FINANCING .STATEMENT Document Number 2004019699-0 Filing Date and Time: 06-22-2004 04:00 PM THE ACOW VACE 13 KM nUKO OFFKZUtXaHLY Hold For Pickup: — UN1SEARCH, INC. 7583 WATER YEW WAY RENO,NV 89511 775-851-4500 NCI Operatmg Corp. HUCLEKAUC 1 0943 N. Sam Houston Parkway West Houston TX 77064 USA jNevada OR adcimqu I auMiutxw ‘ OEBIQR Sj. CUKIAMZMIOMAI. (0 «. 1 KIT j___Oft Wachovia Bank, National Association, as Administrative Agent Jh.nomowi.’smrfutfc f**TKWe iccttSJuE Skvnx 20 1 South College Strec^ CP-S CflT Charlotte sun -NC foaw.ooot 28288 cot*nR* USA Al] assets and pereonal pnq»ty of the Debtor now owned or hereafter acquired. Filled with: NV — Secretary of State MI74026 FIUNa OFFICE COPY — UCC FWAJiCOtS CTATEMEKT fFOBW \JCC1) (ftEV. OSi52«7)

UCC FINANCING STATEMENT FOOJQW ffJSTRUCTtOMS (front an ft. NAME 4 PHONE OF CONTACT AT BLER JetrtiooaQ Sheila Gssk (704) 33 ] -2451 S. SEND ACKNOWLEDGMENT TO: (torn and Mdracc) 04-0072137105 0S/22/2004 83:13 flM Ifl’im FILED ucxfTirr of SOS 63126640005 THE ABOVE SPACE IS FOR RUNGOFF1CE US£ ONLT OB Metal Coaters of California, Inc. It lKDIVUXWi.-S LAST MAKE PIRCTKtHE MKt£« «ME a*nn 10943 N. Sam Houston Parkway West OTV Houston STATE TX 77064 COUKTRT V1* **TSWVC7MS1? g^ST70” ( Corporation 1 1. JufiBorcnow of oroancatio*. Texas tj. OROAfiZAtOfWl. O ». < «ny 01483706 nMCr£ 2. ADOfTONAi. DEBTOR’S EXACT FULL LEGAL NfiMZ • OR J..ORCUKATW5MME Z9. ISOtVOUAl.’S LAST KUt£ ffOETHMSE MOO.ENAVE suffix 2«. MAt/NC ACCK&W 01T STATE «WTALCO« counnrr SFF WS^T? UiDfrISS 06BTC*! | 3ff. OAOUCZATUNALOI. ( W < of 5C) OR im.OftOAN^A’Ifi’SNAUS-*” Wachovia Bank, National Association, as Administrative Agent 30 PCIVDLW.-5LA5TKAME FRSrNWJE MJGEUCMAttE &ft& an. HMUNCAOOiesS 201 South College Street, CP-8 orr Charlotte STATC NC POSTAL COOt 28288 COtWTKY USA Ait assets and personal property of the Debtor now owned or hereafter acquired 5. AtTERMATIve CESSWTIOH M »pBhCal>te?L «TF SPCOfOS 8. OPtXJHJU. FILER REFERENCE DATA Filed with: TX - Secretary of State rpfts; FS97S03

HUNG OFFICE COPT — UCC FINANCING STATEMENT <FORM UCC1> (REV. 05/22/D2) ) w UCC FINANCING STATEMENT F<XlOW_tNSTRtJCTK*B (front and tad} CtflEFUU.y fl. HW.e i PHONE OP COffTACT AT RLER Jos* oral) Sheila Gask (704)331-2451 Return acJo»w!cdRnv:r.t t<x 04-0072137216 06/22/2004 89:13 AN mnHH filed TtXM UQIXTUT OF SOS Cipiwl Serrica, Ins. P.O.BoxlSJl AwtinTX7B767 800/W5-4647 I Hirv THE ABOVE SPACe IS FOR RLttW OFFICE US£ ONLY OR ;x cffZfxejxKHfS jmms A&S Bnilding Systems, L.P. ICLlNdVOXML’SUtSTKUE f!S!STWAl<£ V3Cx.eWJ£ SUfFK 1C. UA.1ffGJUXRe&i 10943 N. Sam Houston Parkway West CTT Houston STATE TX pccrrMcoce 77064 COUNTRY USA id. *ff ^ ‘^TK^^^flM? ffXI\.*fOK j 1«. TYPE O5 O« WCiSTION OfiCAMZATKK ‘in RSTOR j *** lf.JUfBSDCTlOKC”;ORC>i.Vi«.TlON’ j:j,ORC«ijATIC»«LD». <«w Vcxas ,93961-JO n^ 2. ACDtTIOKA1. DEBTOR’S EXACTmu.LEGAL IWM£.rMHauygjaaaofmmc (2aof»).ttonet OR 2a.OR5A*a*T*JffSN*«E % IKOTrtDLttL’S LAST NAME FIRST KAME M40CtE N/Uitt SURW •fL ihu, KG ADCfi£SS CTY STATE POSTAL COOG COUNTRY AOOT. Wf 0 fie |2*. ‘n-PE OC o«OAMZAI10>i a. ju:asccTX)Nof oRGAwUAnoN 27. OROAHZAI»HAL 10 ». < MJ OS u.c*;<ij«z*:ig»,rsn»Mfc Wachovia Bank, National Association, as Administrative Agent Si- ifOnnoWL’S last iwrtl flRSTNAUS i/*cx£.K/we SUfftt X. UAOJNCAOORE55 201 South College Street, CP-8 CfTY Charioite s^*vr~ NC eosi«.cooe 28288 CDUKTRT USA •<. TM FMAJCTOC:STATEMENT o«il en te*ff-i>3 cousin: All assets and personal property of the Debtor now owned or hereafter acquired. 6, |l ‘ft» >»> ua^- ‘ «10K t«S f W rccOWJ JW rniorec m Uw B£Ai Fiied with: TX - Secretary of Stale F»97512 FtUNG OFFICE COPY — UCC FINANCING S7ATEMEST {FORM UCC1) (REV.

UCC FINANCING STATEMENT FOU.OW t NAME t PMOKE Of CONTACT AT FILER loptaalj Sheila Cask (704)331-245) B. SEND ACKNOWLEDGMENT TO: (Haaa art MOitta) 04-0072138126 26/22/3004 89:13 fiM iiraiflN filed Stotcrxrr of iwtr SOS Caprrol Semos. Inc. P.O. Box I8JI Au«ui TX 7S767 SCO/J4 5 ^647 63126640039 THE ABOVE SPACE IS POR RUNG OFPCE USEONLV 1. DEBTOR’S EXACT RJU. l£C«-N*J^-««torty£t OR 1 «- CRCXAN1ZAT1CK-S HAVE NCI Building Systems, LJP. It. JNCr/WJAfSCASf KAM6 FlftJTMAME KOOtENAMg attfu 10943 N. Sam Houston Parkway West Houston STATE TX POSTALOOO6 77064 COuwnfr USA Id. ^^^^TRy^-TK**5 *0£n.lfifOR£ J1e. TTPEOf CfWAN^ATlON CftGAKZAT)O« ‘ I p OESTOfi | 1-I •>i.juRQC“cnoHO«o!CArAZAT>a.M Texas 00068 1 24- !0 j-)^ I. AOCHTOWlDEBTOR’S EXACTFUU.LESAi.NAMc-m OR £• OftOAKCATJC’^J’S HAW£ ^ tNOfVD(JAl,’^Ot>T (^Urtt f9tSTHMW£ «w-enave ic.KA/owiAooeess O7Y \ sure posTAi.ccoe COUWTRT 3d asETfsniyF1-*0!^ AOP“tWPOR£ |2e,TTP£O^C«GANJ£ATJON Oft(iANL2ATO« CSBTOft [ Jt JUftLSC«—!nOMOPO*^5*>tSAT>OW t2f. ORCAWG^UONAUD*. f »bj Ofi 2l ORuANCATIOHSNMIE Wadiovia Bank, National Association, as Administrative Agent 30. IMOVDUAL’S LAST MIME MSTtMME «3Di.e kaja£ SUFftX X. MAOJNCAOCAE2S 201. South College Street, CP-8 cirr Charlotte STATE NC POSTAL CO« 28288 C3UHTOT USA 4. Trx FMANCnc STATEMENT com owi tounrfng mWett: All assets and personal property of (be Debtor now owned or hereafter acquired. S. A^reaHATive sxsknmkih ji jac, lieu Filed with: TX - Secretary of State 7J97831 FH.WQ OfRCE COPY — UCC FSMANC1NG STATEWSNT (FORM OCC1) (R£V. 05.-Z2/OZ)

UCC RNANCING STATEMENT FOLLOW PJSTTilJCTQNS (Tear! aaj bactl CAREFULLY ft, NJWE & PHONE OF CONTACT AT FILER JopUonaJl Sheila Gasic (704) 331 -2451 B. SEND ACKNOWLEDGMENT TO: (Norn* and W*«i) Rctam achiowlaJgmect to: 04-0072138015 66/22/2084 09:13 All FILED TOAS uonrwrr on “<n SOS Ope tot Services, lot. P.O. Box 1851 Aiaiio TX 7S757 800/34 S-4&S7 63128840808 THE MOVE SPACE IS FOR RUNG OFFlceySEOKlY 1.DEBTOR’S SMCTFUU. LEGAL Wfrre-’ OR Metal Building Components, L.P. 1 a. iMOfttXJAfSLAST NAME f BST HAME M3CCEMAMS 10943 N. Sam Houston Parkway West crrr Houston STATE TX POSTAL COO£ 77064 USA lEFIV^ji^^JVJKX CRSAf3ZATJ>J 1 p OSSTCR [Lr It. JumS3JCT)ONO^ O«UANti>TJO.*J Texas 1 jl OSOAHlATOHAi. K? ». 1 »ht 00107973-10 [-]w 2. ADQTOSA^ DEBTOR’S EXACT FULL LEGAL NtMS • inv^leny gaa»am iam« S« o> Itl. Jo na J..C«GA«2ATCf.-Sf<A«£ 16 *5>VOV;w!.-5 LAST HAW£ flFlSTNM*£ SMS *” ^L UAJLWC AOO«eS5 CTf * WA,«C, COUMTRT w if? rrnRu^vs owwziaeiN !3c’“i’EO!: i. jyfESCSrriONOf OHGA«ii»>‘ON to CRGAMZAT1ONA4. C «. s»ny OR 5«. ORCAHl2ATOtfS NAKb Wachovia Bank, National Association, as Administrative Agent 3&. UvOIVCUM.’S 173? HAWC RRSTHAVS UORENMIg -SUfFK 3t UAtJMJAOORESS 201 South College S^eet, CP-8 CTTr Charlotte STAJt NC postal coos 28288 COUNIRr USA L TV. f BhlAKOMS SI*TEM£Nrcm»» ffn k*waj toaucal; AH assets and personal property of the Debtor now owned or hereafter acquired. S. A1.7SBXATTVE DSSlGMAnOMIll JOCic Ji.essE£.v£ssoa Filed with: TX - - Secretary of State pbjnc office copy — ucc fihancjng statement (FORM ucci) irev,

UCC FINANCING STATEMENT FOLLOW A. NAME PHONE OF CONTACT AT SheilaGask (704)331-2451 SEND ACKNOWLEDGMENT TO: (Name and Address) 04-0072137983 06/22/2004 FILED SOS Capital Service, Inc. P.O. Box 1831 Austin TX787S7 800/345-4647 63126640007 THE ABOVE SPACE IS FOR FILING: OFFICE USE ONLY 11 NCI Group, L.P. FIRST NAME WE 10943 N. Sam Houston Parkway West Houston STATE TX 77064 USA M ORGANISATION LP Texas 00107975-10 OR 21. ORGANIZATIONS NAME FIRST NAME CITY COUNTRY 2 ORGANIZATIONAL OR Wachovia Bank, National Association, as Administrative Agent LAST NAME FlRST NAME MIDDLE NAME 201 South College Street, CP-8 Charlotte STATE POSTAL CODE 28288 COUNTRY USA All assets and personal property of the Debtor now owned or hereafter acquired. Filed with: TX — Secretary of State

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

COPYRIGHTS

United States Copyright Office

Gentlemen:

     Please be advised that pursuant to the Security Agreement dated as of June 18, 2004 (as the same may be amended, modified, extended or restated from time to time, the “Security Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”) for the lenders referenced therein (the “Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the copyrights and copyright applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

COPYRIGHTS

	Description of
Copyright No.	Copyright	Date of Copyright
	See Schedule 1 attached hereto

COPYRIGHT APPLICATIONS

	Description of Copyright	Date of Copyright
Copyright Application No.	Applied For	Application
	See Schedule 1 attached hereto

NCI Building Systems, Inc.

Copyrights Notice

     The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application.

Very truly yours,
Metal Building Components, L.P., a Texas Limited Partnership
By:	NCI Operating Corp.,
	as General Partner
By:	/s/ Robert J. Medlock
Name: Robert J. Medlock
Title: Exec. V.P. & CFO

Acknowledged and Accepted: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/ Glenn Edwards
Name: Glenn Edwards
Title:  Managing Director

NCI Building Systems, Inc.

Copyrights Notice

Schedule 1

Metal Building Components, L.P.

U.S. Registered Copyrights

Marks	Registration No		Registration Date
Ultra-Dek 124 and Double-Lok 124 computer estimating / material take-off program		TX3211051		12/12/91
Ultra-simple, ultra-sure, Ultra-Dek 124		TX1938083		10/02/86
M B C I		TX1924612		10/02/86
Ultra-Dek 124 erection manual		TX1924543		10/02/86
Ultra-Dek 124		TX1923318		10/02/86

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

PATENTS

United States Patent and Trademark Office

Gentlemen:

     Please be advised that pursuant to the Security Agreement dated as of June 18, 2004 (the “Security Agreement”) by and among the Obligors thereto (each an “Obligor”and collectively, the “Obligors”) and Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”) for the lenders referenced therein (the “Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the patents and patent applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

PATENTS

	Description of
Patent No.	Patent	Date of Patent
	See Schedule 1 attached hereto

PATENT APPLICATIONS

	Description of Patent	Date of Patent
Patent Application No.	Applied For	Application
	See Schedule 1 attached hereto

NCI Building Systems, Inc.

Patent Notices

     The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Security Agreement and {ii) is not to be construed as an assignment of any patent or patent application.

Very truly yours,
NCI Building Systems, L.P., a Texas Limited Partnership
By:	NCI Operating Corp.,
	as General Partner
By:	/s/ Robert J. Medlock
Name: Robert J. Medlock
Title: Exec. V.P. & CFO

Acknowledged and Accepted: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/ Glenn Edwards
Name:  Glenn Edwards
Title:  Managing Director

NCI Building Systems, Inc.

Patent Notices

Schedule 1

NCI Building Systems, L.P.
(Delaware Corporation)

U.S. Patents

Issued Patents

Description	Patent No.		Issued
APPARATUS FOR RETROFITTING A METAL ROOF		5855101		01/05/99
VENTED CLOSURE		5605022		02/25/97
APPARATUS AND METHOD FOR RETROFITTING A METAL ROOF		5402572		04/04/95
STRUCTURAL MEMBER FOR USE IN THE CONSTRUCTION OF		6519908		02/18/03

Pending Applications

Description	Application No		Filing Date
STRUCTURAL MEMBER FOR USE IN THE CONSTRUCTION OF		10314852
MULTI-STORY BUILDING AND METHOD FOR CONSTRUCTION		10435303
METHOD AND APPARATUS FOR SUSPENDING A DOOR		10619744

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

TRADEMARKS

United States Patent and Trademark Office

Gentlemen:

     Please be advised that pursuant to the Security Agreement dated as of June 18, 2004 (the “Security Agreements”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”) for the lenders referenced therein (the “Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

TRADEMARKS

	Description of
Trademark No.	Trademark	Date of Trademark
	See Schedule 1 attached hereto

TRADEMARK APPLICATIONS

	Description of Trademark	Date of Trademark
Trademark Application No.	Applied For	Application
	See Schedule 1 attached hereto

     The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.

Very truly yours,
A & S Building Systems, L.P., a Texas Limited Partnership
By:	NCI Operating Corp.,
	as General Partner
By:	/s/ Robert J. Medlock
Name: Robert J. Medlock
Title: Exec. V.P. & CFO

Acknowledged and Accepted: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/ Glenn F. Edwards
Name:  Glenn F. Edwards
Title:  Managing Director

NCI Building Systems, Inc.

Trademark Notices

Schedule 1

A&S Building Systems, L.P.
(Texas Corporation)

U.S. Trademarks

Registered Marks

Marks	Registration No		Registration Date
VISTASHEEN		2335371		03/28/00
VISTACOLOR		2335370		03/28/00
VISTASHADOW		2335369		03/28/00

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

TRADEMARKS

United States Patent and Trademark Office

Gentlemen:

     Please be advised that pursuant to the Security Agreement dated as of June 18, 2004 (the “Security Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”) for the lenders referenced therein (the “Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

TRADEMARKS

	Description of
Trademark No.	Trademark	Date of Trademark
	See Schedule 1 attached hereto

TRADEMARK APPLICATIONS

	Description of Trademark	Date of Trademark
Trademark Application No.	Applied For	Application
	See Schedule 1 attached hereto

     The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.

Very truly yours,
Metal Building Components, L.P.,
a Texas Limited Partnership
By:	NCI Operating Corp.,
	as General Partner
By:	/s/ Robert J. Medlock
Name: Robert J. Medlock
Title: Exec V.P and CFO

Acknowledged and Accepted: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/ Glenn F. Edwards
Name:  Glenn F. Edwards
Title:  Managing Director

NCI Building Systems, Inc.

Trademark Notices

Schedule 1

Metal Building Components, L.P.
(Texas Corporation)

U.S. Trademarks

Registered Marks

Marks	Registration No		Registration Date
SPEEDY STEEL GARAGE and Design		2581159		06/18/02
WEATHERSAFE		2489812		09/18/01
MILLENIUM		2458977		06/12/01
3/4” HIGH RIB		2450419		05/15/01
SL-16		2359209		06/20/00
7/8” WIDE RIB		2478821		08/21/01
BI-36		2266746		08/03/99
S-36		2262735		07/20/99
B-36		2259247		07/06/99
AMERI-DRAIN		2264507		07/27/99
ROYAL LOCK		2770513		10/07/03
SUPRA-RIB		2647624		11/12/02
SLIMLINE		2192160		09/29/98
RAIN GUARD		2192159		09/29/98
STORMPROOF		2277089		09/14/99
LITEFRAME		2266112		08/03/99
ARTISAN		2262021		07/20/99
PERMA-CLAD		2193540		10/06/98
CLASSIC		2256416		06/29/99
TRADITIONAL		2286987		10/19/99
NUWALL		2218230		01/19/99
SUPERLOK		2161830		06/02/98
IMPERIAL RIB		1980366		06/18/96
FLEXLOC		1950005		01/23/96
ABC AMERICAN BUILDING COMPONENTS and Design		1926989		10/17/95
MONARCH RIB		1905298		07/18/95
NUROOF		1917593		09/12/95
SIGNATURE		1750427		02/02/93
BATTENLOK		1686016		05/12/92
LOKSEAM		1684278		04/28/92
DOUBLE-LOK 124		1613519		09/18/90
MBCI and Design		1424579		01/13/87
ULTRA-DEK 124		1310768		12/25/84
MBCI and Design		1206560		08/24/82
RUGGED RIB		1171944		10/06/81
REGAL RIB		1082255		01/17/78
AJAX		236307		12/06/27

Pending Applications

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

TRADEMARKS

United States Patent and Trademark Office

Gentlemen:

     Please be advised that pursuant to the Security Agreement dated as of June 18, 2004 (the “Security Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”) for the lenders referenced therein- (the “Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

TRADEMARKS

	Description of
Trademark No.	Trademark	Date of Trademark
	See Schedule 1 attached hereto

TRADEMARK APPLICATIONS

	Description of Trademark	Date of Trademark
Trademark Application No.	Applied For	Application
	See Schedule 1 attached hereto

     The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.

Very truly yours,
NCI Group, L.P.,
a Texas Limited Partnership
By:	NCI Operating Corp.,
	as General Partner
By:	/s/ Robert F. Medlock
Name: Robert F. Medlock
Title: Exec V.P and CFO

Acknowledged and Accepted: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/ Glenn F. Edwards
Name:   Glenn F. Edwards
Title:  Managing Director

NCI Building Systems, Inc.

Trademark Notices

Schedule 1

NCI Group, L.P.
(Texas Corporation)

U.S. Trademarks

Registered Marks

Marks	Registration No		Registration Date
DOUBLECOTE and Design		2005583		10/08/96
METAL COATERS and Design		1675343		02/11/92
METAL-PREP and Design		1663644		11/05/91

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

TRADEMARKS

United States Patent and Trademark Office

Gentlemen:

     Please be advised that pursuant to the Security Agreement dated as of June 18, 2004 (the “Security Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”) for the lenders referenced therein (the ‘Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

TRADEMARKS

	Description of
Trademark No.	Trademark	Date of Trademark
	See Schedule 1 attached
	hereto

TRADEMARK APPLICATIONS

	Description of Trademark	Date of Trademark
Trademark Application No.	Applied For	Application
	See Schedule 1 attached
	hereto

     The Obligors and the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.

Very truly yours,
NCI Building Systems, Inc L.P.,
a Texas Limited Partnership
By:	NCI Operating Corp.,
	as General Partner
By:	/s/ Robert J. Medlock
Name: Robert J. Medlock
Title: Exec V.P & CFO

Acknowledged and Accepted: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/ Glenn F. Edwards
Name:  Glenn F. Edwards
Title:  Managing Director

NCI Building Systems, Inc.

Trademark Notice

Schedule 1

NCI Building Systems, L.P.
(Texas Corporation)

U.S. Trademarks

Registered Marks

Marks	Registration No		Registration Date
DBCI and Design		2837799		05/04/04
TUFF-SHIELD		2662600		12/17/02
LONG BAY SYSTEM		2485858		09/04/01
SS216		2169345		06/30/98
ARCHITECTURAL LOC		2202364		11/03/98
CLASSIC STEEL FRAME HOMES		2183547		08/25/98
VERTI-LOC		2085914		08/05/97
DBCI		2071877		06/17/97
METALLIC		2119193		12/09/97
NCI		2079167		07/15/97
AAS and Design		2035454		02/04/97
ARS and Design		2030149		01/14/97
MW and Design		2030148		01/14/97
A&S BUILDING SYSTEMS		2028846		01/07/97
NCI and Design		2028845		01/07/97
MID-WEST STEEL BUILDING COMPANY		2040247		02/25/97
NCI BUILDING COMPONENTS		2028844		01/07/97
NCI EXPRESS and Design		2052295		04/15/97
METALLIC BUILDING COMPANY		2110344		11/04/97
VALUE EXPRESS and Design		2054529		04/22/97
ROYAL K-70		2025884		12/24/96
DURA-20		2037498		02/11/97
METALLIC and Design		623865		03/27/56
CLASSIC STEEL FRAME HOMES and Design		2741396		07/29/03
IPS and Design		2196662		10/13/98
ECI and Design		2296476		11/30/99
RETRO-R		1906296		07/18/95
VERSALOK		1503560		09/13/88
MMESCO		1069517		07/12/77
MMESCO		1055914		01/11/77

Pending Applications

Marks	Application No		Filing Date
SS STEEL SYSETMS and Design		76496573		03/12/03
NCI METAL DEPOTS and Design		76473683		12/10/02
A&S A&S BUILDING SYSTEMS and Design		76437478		08/05/02

NCI HOLDING CORP.

PROMISSORY NOTE

Wilmington, Delaware May 5, 1998

     NCI Holding Corp., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of NCI Building Systems, Inc., a Delaware corporation and the sole owner of all of the issued and outstanding capital stock of the Company (“Payee”). the principal sum of FIVE HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($550,000,000) subject to adjustment as herein provided (the “Principal Amount”), and to pay interest on the unpaid balance of the Principal Amount at the rate herein provided

          1. Adjustment to Principal Amount The Company and Payee agree that (i) this Note is being given by the Company to Payee in consideration of the transfer by Payee to the Company of all of the issued and outstanding capital stock of Amatek Holdings, Inc., a Texas corporation (“Amatek”), acquired by Payee pursuant to that certain Stock Purchase Agreement, dated March 25, 1998, as amended by letter agreement dated May 4, 1998 (the “Purchase Agreement”), by and between Payee and BTR Australia Limited, a corporation organized under the laws of Australia (“BTR”), and joined therein for certain limited purposes by BTR plc and (ii) the Principal Amount of this Note is based on the Purchase Price (as defined in the Purchase Agreement) paid by Payee for the capital stock of Amatek. The Company and Payee acknowledge and agree that if the Purchase Price is adjusted in accordance with the terms and provisions of the Purchase Agreement that the Principal Amount of this Note shall be adjusted ab initio to reflect such adjusted Purchase Price for the capital stock of Amatek as if such adjusted Purchase Price had constituted the Principal Amount on the date of this Note. The Principal Amount shall also be increased for any acquisition costs paid to parties other than BTR that are capitalized by Payee for federal income tax purposes into the purchase price of the capital stock of Amatek.

          2. Payment.

               (a) Interest shall accrue on the Principal Amount from the date hereof. For each Interest Period (as defined in that certain Credit Agreement, dated March 25, 1998, by and among Payee, NationsBank of Texas, N.A., NationsBanc Montgomery Securities LLC, Swiss Bank Corporation and the several Lenders named therein, or any commercial credit agreement entered into by Payee in replacement, refinancing or substitution thereof (as amended, supplemented, restated, replaced or substituted, the “Credit Agreement”), or as its equivalent period is defined in any amended, supplemented, restated, replaced or substituted Credit Agreement), interest shall accrue at a per annum rate of two percent over the highest applicable interest rate being paid at any time during the Interest Period by Payee to (i) its principal commercial lenders pursuant to the Credit Agreement or (ii) the holders of any senior or subordinated notes of the Payee, if any, issued by Payee from time to time for money borrowed. Accrued interest shall be due and payable by the

Company to Payee on the last day of each. Interest Period until the outstanding principal sum of this Note is paid in full. If no commercial credit facility or indebtedness for money borrowed is outstanding, interest shall accrue at a rate of ten percent (10%) per annum.

               (b) The Principal Amount is due and payable, in one or more installments, on demand on such dates and in such amounts as specified by Payee, together with the accrued interest, if any, specified in such demand; provided, however, that in no event shall the date on which a payment is due be earlier than ten (10) days from the date a demand is made; provided further that if Payee is not the holder of this Note (after the negotiation of this Note to a holder in due course) the Principal Amount is payable on demand. If no demand is earlier made, the entire outstanding Principal Amount, plus any accrued but unpaid interest thereon, shall be due and payable in full on May 5,2018.

               (c) Payments pursuant to the terms of this Note shall be credited first to the payment of all costs and expenses of collection of this Note incurred by the holder of this Note, second to accrued but unpaid interest to the extent thereof, and thereafter to unpaid principal.

               (d) Any payments made by any of the Guarantors (as defined therein) of the Credit Agreement to discharge obligations of Payee thereunder shall also be deemed to discharge the obligations of the Company under this Note in an amount not to exceed the Company’s right to such funds (via distributions of partnership earnings or corporate dividend contributions) due to its direct or indirect ownership percentage in the relevant Guarantor entity. Any such deemed payments made by the Guarantors shall be applied first to the payment of all costs and expenses of collection of this Note incurred by the holder of this Note, second as a credit to accrued but unpaid interest hereunder, and thereafter to unpaid principal.

          3. Prepayment This Note may be prepaid in whole or in part at any time or from time to time at the option of the Company, without premium or penalty.

          4. Default. A default shall occur hereunder if any payment under this Note is not made when due. In the event of a default, the entire principal balance and accrued but unpaid interest thereon shall, at the option of the holder of this Note, at once become due and payable without further notice.

          5. Attorneys’ Fees. If this Note is placed in the hands of an attorney for collection pursuant to a suit or legal proceedings or through bankruptcy proceedings, the Company agrees to pay in addition to all sums then due hereunder, including principal and interest, and all expenses of collection, including reasonable attorneys’ fees.

          6. Waiver. To the extent permitted by applicable law, the Company hereby waives presentment and demand for payment, protest, and notice of protest, notice of intention to accelerate, notice of acceleration, dishonor and nonpayment.

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          7. Interest on Past Due Amounts. All past due principal and interest shall bear interest at the highest rate permitted by applicable law.

          8. Usury Savings Clause. Notwithstanding any provisions to the contrary in this Note, or in any other documents securing payment hereof or otherwise relating hereto, in no event shall this Note require the payment or permit the collection of interest, as defined under the applicable usury laws, in excess of the maximum amount permitted by such laws. If any such excess interest is contracted for, charged, taken, reserved or received under this Note or under the terms of any other documents securing payment hereof or otherwise relating hereto, or in the event applicable law shall be judicially interpreted so as to render usurious any amount called for under this Note or under the terms of any other documents relating hereto, or in the event the maturity of the indebtedness evidenced by the Note is accelerated in whole or in part, or in the event that all or part of the principal or interest of the Note shall be prepaid, so that under any such circumstances the amount of interest contracted for, charged, taken, reserved or received under this Note or any other documents securing payment hereof or otherwise relating hereto, on the amount of principal actually outstanding from time to time under the Note shall exceed the maximum amount of interest permitted by applicable usury laws, then in any such event: (a) the provisions of this paragraph shall govern and control, (b) to the extent permissible under applicable laws, the excess amount of interest which may have been charged, taken, reserved, received or collected shall be applied (i) as a credit against the then unpaid principal amount on the Note or (ii) refunded to the person paying the same, at the holder’s option, (c) the effective rate of interest shall be automatically reduced to the maximum lawful rate reserved or received from the party obligated thereon under applicable laws as now or hereafter construed by the courts having jurisdiction thereof and (d) the provisions of this Note shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of executing any new document, so as to comply with the applicable law, but also so as to permit the recovery of the fullest amount otherwise called for hereunder. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged, taken, reserved or received under this Note which are made for the purpose of determining whether such rate exceeds the maximum lawful rate of interest, shall be made, to the extent permitted by applicable usury laws, by amortizing, prorating, allocating and spreading during the period of the full term of the Note, all interest at any time contracted for, charged, taken, reserved or received from the party obligated thereon or otherwise by the holder or holders thereof in connection with the Note so that the rate or amount of interest on account of such indebtedness does not exceed the usury ceiling from time to time in effect and applicable to such debt

          9. Governing Law. This Note shall be governed by, construed and enforced in accordance with, the laws of the State of Texas and applicable laws of the United States of America.

          10. Miscellaneous. All references to the Company herein shall include its successors and assigns, and all covenants, stipulations, promises and agreements contained herein by or on behalf of the Company shall be binding upon its successors and assigns, whether so

3

expressed or not and shall inure to the benefit of and be enforceable by the successors and assigns of any other holder hereof.

          11. Security. This Note is an unsecured obligation of the Company.

          12. Invalid Provisions. Any provision in this Note held to be illegal, invalid or unenforceable is fully severable; this Note shall be construed and enforced as if that provision had never been included; and the remaining provisions shall remain in full force and effect and shall not be affected by the severed provision. The Company agrees to negotiate with the holder hereof, in good faith, the terms of a replacement provision as similar to the severed provision as may be possible and be legal, valid and enforceable. However, if the provision held to be illegal, invalid or unenforceable is a material part of this Note, such invalid, illegal or unenforceable provision shall be, to the extent permitted by applicable law, replaced by a clause or provision judicially construed and interpreted to be as similar in substance and content to the original terms of such illegal, invalid or unenforceable clause or provision as the context thereof would reasonably allow, so that such clause or provision would thereafter be legal, valid and enforceable.

          13. Course of Dealing. The acceptance by Payee or any subsequent holder of this Note of any partial payment on the Note shall not be deemed to be a waiver of any default then existing. No waiver by Payee or any subsequent holder of this Note of any default shall be deemed to be a waiver of any other then-existing or subsequent default. No delay or omission by Payee or any subsequent holder of this Note in exercising any right, remedy, power, privilege or benefit hereunder will impair that right, remedy, power, privilege or benefit or be construed as a waiver thereof or any acquiescence therein, nor will any single or partial exercise of any right, remedy, power, privilege or benefit preclude other or further exercise thereof or the exercise of any other right, remedy, power, privilege or benefit under this Note or otherwise.

          14. Venue: Service of Process: Jury Trial. THE COMPANY, ITS SUCCESSORS AND ASSIGNS (a) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF TEXAS, (b) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THIS NOTE BROUGHT IN DISTRICT COURTS OF DALLAS OR HARRIS COUNTY, TEXAS, OR IN THE U.S. DISTRICT COURT FOR THE NORTHERN OR SOUTHERN DISTRICT OF TEXAS, DALLAS OR HOUSTON DIVISION, (c) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY OF THE AFOREMENTIONED COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (d) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THOSE COURTS IN ANY LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, BY HAND-DELIVERY, OR BY DELIVERY BY A NATIONALLY RECOGNIZED COURIER SERVICE, AND SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY OF THE

4

LEGAL PROCESS AT ITS PRINCIPAL EXECUTIVE OFFICE, (e) IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY PARTY TO ANY LOAN DOCUMENT ARISING OUT OF OR IN CONNECTION WITH THIS NOTE MAY BE BROUGHT IN ONE OF THE AFOREMENTIONED COURTS, AND (f) IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Company acknowledges that these waivers are a material inducement to Payee’s agreement to engage in the transaction contemplated hereby, and that Payee and each subsequent holder of this Note will continue to rely on each of these waivers. The Company further warrants and represents that it has reviewed these waivers with its legal counsel, and that it knowingly and voluntarily agrees to each waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 14 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY — TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR REPLACEMENTS TO THIS NOTE. In the event of Litigation, this Note may be filed as a written consent to a trial by the court.

          15. FINAL AGREEMENT. THIS NOTE (AS MODIFIED IN WRITING FROM TIME TO TIME) REPRESENTS THE FINAL AGREEMENT AMONG THE COMPANY AND PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

     IN WITNESS WHEREOF, the Company has caused this Note to be executed in its corporate name and in its behalf.

NCI HOLDING CORP.
By:	/s/ Robert J. Medlock
	Robert J. Medlock, Vice President

5

ALLONGE

     THIS ENDORSEMENT IS TO BE ATTACHED TO AND MADE A PART OF THAT CERTAIN PROMISSORY NOTE dated May 5,1998 made by NCI Holding Corp., a Delaware corporation, to NCI Building Systems, Inc., a Delaware corporation, the original payee, in the original principal amount of FIVE HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($550,000,000) (the “Note”). Such Note is hereby transferred pursuant to the following endorsement with the same force and effect as if such endorsement were set forth at the end of such Note:

     PAY TO THE ORDER OF: Wachovia Bank, National Association, as Administrative Agent, Charlotte Plaza, 201 South College Street, CP-8, Charlotte, North Carolina, 28288-0680: Attention, Syndication Agency Services.

NCI BUILDING SYSTEMS, INC., a Delaware corporation
By:	/s/ Robert J. Medlock
	Robert J. Medlock, Executive Vice
	President and Chief Financial Officer

     This Allonge shall be attached to the Note described above and is hereby made a part thereof.

(214) 999-3000

June 18, 2004

Each of the Lenders party to the
Credit Agreement defined below,

and

Wachovia Bank, National Association, as
Administrative Agent under the Credit
Agreement defined below

c/o Wachovia Bank, National Association
One Wachovia Center, DC-5 Charlotte,
North Carolina 28288-0735
Attention: Glenn Edwards

Ladies and Gentlemen:

     We have acted as counsel for NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), in connection with that certain Credit Agreement, dated as of the date hereof (the “Credit Agreement”), by and among the Borrower, the Partnerships (hereinafter defined), the Companies (hereinafter defined), Wachovia Bank, National Association, a national banking association, as Administrative Agent for the Lenders thereunder (in such capacity, the “Administrative Agent”), Bank of America, N.A., as Syndication Agent, and the Lenders party to the Credit Agreement (collectively, the “Lenders”), and in connection with the execution and delivery by the Borrower of the Credit Documents (hereinafter defined) to which it is a party.

     In addition, we have acted as counsel for (i) NCI Building Systems, L.P., A&S Building Systems, L.P., Metal Building Components, L.P. and NCI Group, L.P., each a Texas limited partnership and each a wholly-owned indirect subsidiary of Borrower (collectively, the “Partnerships”), (ii) NCI Operating Corp., a Nevada corporation and a wholly-owned subsidiary of the Borrower and the sole general partner of the Partnerships (“Operating”), (iii) NCI Holding Corp., a Delaware corporation and a wholly-owned subsidiary of the Borrower and the sole limited partner of the Partnerships (“Holding”), and (iv) Metal Coaters of California, Inc., a Texas corporation and indirect wholly-owned subsidiary of the Borrower (“MCCI” and, together with Operating and Holding, the “Companies;” the Companies, together with the Partnerships and the Borrower, the “Credit Parties”), in connection with the Credit Agreement, and in connection with the execution and delivery by each of the Partnerships and each of the

GARDERE WYNNE SEWELL LLP

3000 Thanksgiving Tower, 1601 Elm Street, Dallas. Texas 75201-4761 • 214.999.3000 Phone • 214.999.4667 Fax
Austin • Dallas • Houston • Mexico City • Washington, DC

Wachovia Bank, National Association
June 18, 2004
Page 2

Companies of the Credit Documents (hereinafter defined) to which each respective Partnership and each respective Company is a party.

     Capitalized terms that are defined in the credit Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. This opinion letter is delivered to you pursuant to Section 4.1(c) of the Credit Agreement.

     We have participated in the preparation of the Credit Agreement and the other Credit Documents (hereinafter defined), and, in connection with rendering the opinions expressed below, we have examined the following:

     (a) an executed counterpart of the Credit Agreement;

     (b) the originals of the following-described Revolving Loan Notes (collectively, the “Revolving Loan Notes”):

     (i) Revolving Note dated as of June 18, 2004, executed by the Borrower and payable to the order of Wachovia Bank, National Association;

     (ii) Revolving Note dated as of June 18, 2004, executed by the Borrower and payable to the order of Allied Irish Banks, P.L.C.;

     (iii) Revolving Note dated as of June 18, 2004, executed by the Borrower and payable to the order of Bank of America, N.A.;

     (iv) Revolving Note dated as of June 18, 2004, executed by the borrower and payable to the order of BNP Paribas;

     (v) Revolving Note dated as of June 18, 2004, executed by the Borrower and payable to the order of Credit Industriel et Commercial;

     (vi) Revolving Note dated as of June 18, 2004, executed by the Borrower and payable to the order of Cooperative Centrale Raiffeisen-Boerenleenbank B.V.;

     (vii) Revolving Note dated as of June 18, 2004, executed by the Borrower and payable to the order of General Electric Capital Corporation;

     (viii) Revolving Note dated as of June 18, 2004, executed by the Borrower and payable to the order of Guaranty Bank;

     (ix) Revolving Note dated as of June 18, 2004, executed by the Borrower and payable to the order of National City Bank;

     (x) Revolving Note dated as of June 18, 2004, executed by the Borrower and payable to the order of Southwest Bank of Texas,
N.A.; and

Wachovia Bank, National Association
June 18, 2004
Page 3

     (xi) Revolving Note dated as of June 18, 2004, executed by the Borrower and payable to the order of Washington Mutual Bank;

     (c) the original of the Swing Line Note, dated as of the date hereof, executed by Borrower and payable to the order of Wachovia Bank, National Association, in the stated principal amount of $10,000,000 (the “Swing Line Note,” and, collectively with the Revolving Loan Notes, the “Notes”);

     (d) an executed counterpart of the Security Agreement, dated as of the date hereof, between the Credit Parties and the Administrative Agent;

     (e) an executed counterpart of the Pledge Agreement, dated as of the date hereof, between the Credit Parties and the Administrative Agent;

     (f) the originals of the following-described stock powers:

     (i) Irrevocable Stock Power executed by the Borrower relative to 1,000 shares of the capital stock of Operating, as evidenced by Certificate No. 002;

     (ii) Irrevocable Stock Power executed by the Borrower relative to 1,000 shares of the capital stock of Holding, as evidenced by Certificate No. 002; and

     (iii) Irrevocable Stock Power executed by Holding relative to 10,000 shares of the capital stock of MCCI, as evidenced by Certificate No. 4;

     (g) an executed counterpart of the Notice of Grant of Security Interest in Patents executed by NCI Building Systems, L.P. (the “Patent Notice”);

     (h) executed counterparts of the following described Notice of Grant of Security Interest in Trademarks (collectively, the Trademark Notices”):

     (i) Notice of Grant of Security Interest in Trademarks executed by NCI Building Systems, L.P.;

     (ii) Notice of Grant of Security Interest in Trademarks executed by A&S Building Systems, L.P.;

     (iii) Notice of Grant of Security Interest in Trademarks executed by NCI Group, L.P.; and

     (iv) Notice of Grant of Security Interest in Trademarks executed by Metal Building Components, L.P.;

Wachovia Bank, National Association
June 18, 2004
Page 4

     (i) an executed counterpart of the Notice of Grant of Security Interest in Copyrights executed by Metal Building Components, L.P. (the “Copyright Notice,” and, together with the Patent Notice and the Trademark Notices, the “IP Notices”);

     (j) the Secretary’s Certificate of each of the Credit Parties, each dated as of the date hereof and delivered to the Administrative Agent pursuant to Section 4.1(b) of the Credit Agreement; and

     (k) the Solvency Certificate of the Borrower, dated as of the date hereof and delivered to the Administrative Agent pursuant to Section 4.1(h) of the Credit Agreement.

     The documents referenced in clauses (a) through (k) above are herein referred to collectively as the “Credit Documents.” In addition, we have also reviewed (i) a copy of each of the UCC Financing Statements on Form UCC-1 authenticated and delivered effective as of the date hereof pursuant to Section 4.1(d)(ii) of the Credit Agreement by each of the Credit Parties that is to be filed pursuant to the UCC in the Uniform Commercial Code Records maintained (a) in the office of the Secretary of State of the State of Texas (the “Texas Central Filing Office”), (b) in the office of the Secretary of State of Delaware (the “Delaware Central Filing Office”) or (c) in the office of the Secretary of State of Nevada (the “Nevada Central Filing Office”), in each case as indicated thereon (collectively, the “Central Financing Statements”), and (ii) a copy of each of the UCC Financing Statements on Form UCC-1 to which reference is made in Schedule I hereto, authenticated and delivered effective as of the date hereof pursuant to Section  4.1(d)(ii) of the Credit Agreement by each of the Credit Parties referenced in the column captioned “Debtor” in Schedule I attached hereto that is to be filed for record or recorded in the Real Estate Records appropriate for the real property located in the county and state referenced in Exhibit A attached thereto, in each case as indicated thereon and in the columns captioned “County” and “State” in Schedule I attached hereto (collectively, the “Fixture Financing Statements,” with the Fixture Financing Statements relating to real property situated in the State of Texas being herein called the “Texas Fixture Financing Statement”). For purposes of the opinions expressed in Paragraph 10(a) below, the Borrower and Holding are collectively referred to as the “Delaware Entities,” Operating is referred to as the “Nevada Entity,” and MCCI and the Partnerships are collectively referred to as the “Texas Entities.”

     In connection with rendering the opinions expressed below, we have examined and relied upon certificates of public officials, certificates of Responsible Officers of the Borrower, the Partnerships and the Companies, and originals (or copies authenticated to our satisfaction) of other corporate and partnership records, agreements, instruments and documents as we have deemed necessary or appropriate for purposes of this opinion letter. We have also made such other examinations and inquiries (subject to the description of the specific level of examination and inquiry described below) as we have deemed necessary and/or appropriate as the basis for the opinions expressed herein. For purposes of the opinions expressed below, we have assumed that all natural persons executing the Credit Documents have legal capacity to do so; that all signatures (other than those of representatives of the Credit Parties on the Credit Documents) on all documents submitted to us are genuine; that all documents submitted to us as originals (other

Wachovia Bank, National Association
June 18, 2004
Page 5

than the Credit Documents) are authentic; and that all documents submitted to us as certified copies or photocopies conform to the originals of such documents, which themselves are authentic. As to various questions of fact material to our opinion, we have relied upon, and assumed the accuracy of, representations made by the Credit Parties in the Credit Documents and made to us by Responsible Officers of the Credit Parties in certificates and other documents furnished to us by the Credit Parties, and we have not made any investigation as to the accuracy of the information obtained thereby. No facts, however, have come to our attention that lead us to believe that the information contained in those documents or certificates is inaccurate.

     On the basis of the foregoing, and subject to the assumptions, exceptions and limitations herein set forth, we are of the opinion that:

     1. Each of the Borrower and Holding is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Operating is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Each of the Partnerships is a limited partnership duly formed and validly existing under the laws of the State of Texas. MCCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Each of the Borrower, the Companies and the Partnerships has been duly qualified as a foreign corporation or limited partnership, as appropriate, for the transaction of business in, and, with respect to the Borrower and each of the Companies, is in good standing under the laws of, each of the states listed opposite its name on Schedule I hereto.

     2. Each of the Borrower, the Partnerships and the Companies has the requisite corporate or partnership power and authority, as appropriate, and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business in the manner as contemplated under the Credit Documents and as now conducted, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (ii) execute, deliver and perform its Obligations under each of the Credit Documents to which it is a party. Each of the Borrower, the Partnerships and the Companies has taken or caused to be taken all necessary partnership and/or corporate action, as appropriate, to authorize the execution, delivery and performance of each of the Credit Documents to which it is a party and to authorize the authentication and delivery of each of the Central Financing Statements in which it is named as “debtor” and each of the Fixture Financing Statements in which it is named as “debtor.”

     3. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any judicial or any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any of the Credit Parties on or prior to the date hereof in connection with the execution, delivery or performance of the Credit Documents, except for such consents, approvals, authorizations or other actions as have been obtained or made or those with respect to which the Borrower has reasonably concluded that the failure to obtain could not reasonably be expected to have a Material Adverse Effect (other than the filings of the IP Notices, the Central Financing Statements and the Fixture Financing Statements with the appropriate Governmental Authorities

Wachovia Bank, National Association
June 18, 2004
Page 6

required pursuant to applicable law to evidence or effect Liens on the Collateral described therein, or the perfection thereof).

     4. As to each Credit Party, the Credit Agreement and each of the other Credit Documents to which it is a party, have been duly executed and delivered by such Credit Party and constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms.

     5. The execution, delivery and performance by each of the Credit Parties of the Credit Agreement and the other Credit Documents to which it is a party, the borrowings thereunder and the use of the proceeds thereof will not (a) violate the Restated Certificate of Incorporation, as amended, or the Amended and Restated By-Laws of the Borrower, the Certificate of Limited Partnership or the Limited Partnership Agreement of any of the Partnerships, the Certificate of Incorporation or the By-Laws of Holding, or the Articles of Incorporation or the Bylaws of Operating or of MCCI, (b) result in any breach or violation of (i) any law, treaty, rule, regulation, (ii) any order, injunction, writ or decree of any Governmental Authority or determination or any arbitral award known to us and to which any of the Credit Parties, or the property of any Credit Party, is subject, or (iii) any of the Material Contracts set forth on Schedule III attached hereto, or (b) result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of any Credit Party other than Permitted Liens.

     6. To our knowledge after due inquiry, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or threatened by or against any of the Credit Parties or against any of their properties or revenues with respect to the Credit Documents or any Extension of Credit or any of the transactions contemplated hereby.

     7. Each of Operating and Holding is authorized to issue 1,000 shares of common stock, S1.00 par value, of which 1,000 shares of each of Operating and Holding are issued and outstanding, are fully paid and nonassessable and are owned of record by Borrower. MCCI is authorized to issue 500,000 snares of common stock, $0.10 par value, of which 10,000 shares are issued and outstanding, are fully paid and nonassessable and are owned of record by Holding. To our knowledge after due inquiry and a review of the Credit Parties’ books and records, there are no outstanding options, subscriptions, warrants, calls, rights, commitments or agreements by which any of the Companies is bound calling for the issuance of shares of any class of its capital stock or for the issuance of any securities convertible or exchangeable, actually or contingently, into shares of capital stock.

     8. The Pledge Agreement creates in favor of the Administrative Agent, for the benefit of the Lenders, a valid security interest, securing the Obligations, in all of the respective Credit Parties’ right, title and interest to the Pledged Collateral, including the

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June 18, 2004
Page 7

following-described shares of the common stock of Operating, Holding and MCCI included within the Pledged Capital Stock:

     (a) the 1,000 shares of common stock, $1.00 par value, of Operating registered in the name of the Borrower and evidenced by Certificate No. 001;

     (b) the 1,000 shares of common stock, $1.00 par value, of Holding registered in the name of the Borrower and evidenced by Certificate No. 001; and

     (c) the 10,000 shares of common stock, $0.10 par value, of MCCI registered in the name of Holding and evidenced by Certificate No. 3.

Upon the delivery to the Administrative Agent of the certificates representing the Pledged Capital Stock (the “Pledged Certificates”), together with related unrestricted stock powers executed in blank by the respective registered owners of the Pledged Capital Stock, the Administrative Agent will have, for so long as possession of the Pledged Certificates is maintained by the Administrative Agent, a perfected security interest in the shares of Pledged Capital Stock evidenced by the Pledged Certificates, and, assuming that the Administrative Agent does not have notice of any adverse claim with respect to any of the shares of Pledged Capital Stock evidenced by the Pledged Certificates, prior to any adverse claim (within the meaning of Chapter 8 of the Uniform Commercial Code as in effect in the State of Texas (the “UCC”)) of any Person to the shares of Pledged Capital Stock evidenced by the Pledged Certificates, as security for the Obligations.

     9. The execution of the Pledge Agreement by the Credit Parties, together with (a) the filing of a financing statement with respect to any uncertificated Pledged Capital Stock as contemplated by paragraph 10 below or (b) with respect to any Pledged Capital Stock consisting of Security Entitlements (as defined in the Pledge Agreement), the execution and delivery of a control agreement among the Securities Intermediary (as defined in the Pledge Agreement) with respect to such Security Entitlements, the applicable Credit Party and the Administrative Agent, pursuant to which the Administrative Agent is granted “Control” (as defined in the UCC) over such Security Entitlements, is sufficient to create in favor of the Administrative Agent, for the benefit of the Lenders, a valid security interest in all right, title and interest of the Credit Parties who are pledgors thereunder in the Pledged Capital Stock under Articles 8 and 9 of the UCC.

     10. The Security Agreement creates in favor of the Administrative Agent, for the benefit of the Lenders, a valid security interest, securing the Obligations, in all of the respective Credit Parties’ right, tide and interest to the Collateral. With respect to such security interest:

     (a) The filing of the respective Central Financing Statements in the Texas Central Filing Office, with respect to the Texas Entities, in the Delaware Central Filing Office, with respect to the Delaware Entities, and in the Nevada

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June 18, 2004
Page 8

Central Filing Office, with respect to the Nevada Entity, will result in the perfection of the Administrative Agent’s security interest in the entire right, title, and interest of Credit Party named therein as “debtor” in and to all Collateral (exclusive of fixtures, as defined in the UCC) that is described therein and in the Security Agreement and in which a security interest may be perfected by the filing of a UCC Financing Statement under Chapter 9 of the UCC in the Texas Central Filing Office, with respect to the Texas Entities, in the Delaware Central Filing Office, with respect to the Delaware Entities, and in the Nevada Central Filing Office, with respect to the Nevada Entity (the “Central Filing Collateral”), and are the only actions, recordings or filings necessary under the UCC to perfect the security interest created by the Security Agreement in the Central Filing Collateral encumbered thereby, except (a) the filing in the Texas Central Filing Office, with respect to the Texas Entities, in the Delaware Central Filing Office, with respect to the Delaware Entities, or in the Nevada Central Filing Office, with respect to the Nevada Entity, as the case may be, of a UCC Financing Statement Amendment-Continuation on Form UCC-3 relating to each Central Financing Statement will be required not more than six months prior to the expiration of a five-year period dating from the date of filing of each such Central Financing Statement (or otherwise within the time permitted by Section 9.515 of the applicable Uniform Commercial Code), and subsequent continuation statements must be filed within six months prior to the end of each subsequent five-year period in order to maintain perfection of the filings referenced in this Paragraph 10(a), and (b) appropriate amendments or supplements to the Central Financing Statements and/or additional UCC Financing Statements as may be required to be filed as to a Credit Party in the event of a change in the name of such Credit Party which renders the applicable Central Financing Statement seriously misleading, in the event of a change in the jurisdiction of organization of such Credit Party, or in the event that the Central Financing Statement filed with respect to such Credit Party otherwise becomes seriously misleading under Section 9.506 of the UCC; and

     (b) The filing of each Texas Fixture Financing Statement in the real estate records maintained in the office of the County Clerk of the county of the State of Texas in which the real property described in Exhibit A to such Texas Fixture Financing Statement is located will result in the perfection of the Administrative Agent’s security interest in the entire right, title, and interest of Credit Party named therein as “debtor” in and to all Fixtures attached or affixed to such real property, and is the only action, recording or filing necessary under the UCC to perfect the security interest created by the Security Agreement in the right, title, and interest of Credit Party named therein as “debtor” in and to the Fixtures attached or affixed to such real property, except (a) the filing in the real estate records maintained in the office of the County Clerk of the county of the State of Texas in which the real property described in Exhibit A to such Texas Fixture Financing Statement is located of a UCC Financing Statement

Wachovia Bank, National Association
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Amendment—Continuation on Form UCC-3 relating to such Texas Fixture Financing Statement will be required not more than six months prior to the expiration of a five-year period dating from the date of filing of such Texas Fixture Financing Statement (or otherwise within the time permitted by Section 9.515 of the UCC), and subsequent continuation statements must be filed within six months prior to the end of each subsequent five-year period in order to maintain perfection of the filings referenced in this Paragraph 10(b), and (b) appropriate amendments or supplements to such Texas Fixture Financing Statement and/or additional UCC Financing Statements as may be required to be filed as to the Credit Party named therein as “debtor” in the event of a change in the name of such Credit Party which renders such Texas Fixture Financing Statement seriously misleading, or in the event that the Central Financing Statement filed with respect to such Credit Party otherwise becomes seriously misleading under Section 9.506 of the UCC.

     11. Upon the proper and timely filing and recording of (i) the Patent Notice with the United States Patent and Trademark Office, (ii) the Trademark Notices with the United States Patent and Trademark Office and (iii) the Copyright Notice with the United States Copyright Office, the Administrative Agent’s security interest, for the benefit of the Lenders, in the right, title and interest of the applicable Credit Party party thereto in the patents and trademarks described therein will be perfected under applicable Federal law.

     12. The making of Loans and other Extensions of Credit will not violate Regulation T, U or X issued by the Board of Governors of the Federal Reserve System.

     13. No Credit Party is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company,” within the meaning of the Public Utility Holding Company Act of 1935, as amended.

     14. The Credit Party Obligations constitute “Senior Indebtedness” and “Designated Senior Debt” under and as defined in that certain Indenture, dated as of May 5, 1999, by and between the Borrower and The Bank of New York (as successor in interest to Harris Trust Company of New York) and pursuant to which the Senior Subordinated Notes were issued.

     This opinion is subject to the following assumptions, exceptions and limitations:

     (A) We have assumed that all parties (if any) to the Credit Documents, other than the Credit Parties, are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization and have the requisite power to enter into such Credit Documents, that each of the Credit Documents have been duly authorized, executed and delivered by or on behalf of all parties thereto (if any) other than the Credit Parties, and that each

Wachovia Bank, National Association
June 18, 2004
Page 10

of the Credit Documents is legally binding upon, and enforceable against, all parties thereto (if any) other than the Credit Parties.

     (B) The opinions expressed above are qualified to the extent that the validity or enforceability of each of the Credit Documents and the respective obligations of the respective Credit Parties referenced therein may be subject to or limited by (a) any applicable bankruptcy insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally, (b) the unavailability of the remedies of specific performance, injunction or other forms of remedial or equitable provisions or relief, that are subject to the discretion of the court before which any proceeding therefor may be brought, (c) general principles of equity including, but not limited to, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law, (d) limitations of rights to indemnification as a matter of public policy, and (e) any limitations imposed by or by reason of the laws of any jurisdiction (other than the State of Texas) governing the Credit Documents and the transactions contemplated thereby. In addition, the enforceability of certain rights, remedies and waivers contained in the Credit Documents may be limited or rendered ineffective by applicable federal or state constitutional requirements or applicable federal, state or local laws, regulations or judicial decisions governing such provisions, but, in our opinion, such requirements, laws and judicial decisions do not render any of the Credit Documents invalid or unenforceable as a whole and should not materially interfere with the practical realization of the primary legal benefits purported to be conferred by the Credit Documents (with no opinion expressed as to the economic consequences of any judicial, administrative or other procedural delay that may be imposed by, relate to, or result form such constitutional requirements, laws, regulations or court decisions).

     (C) We express no opinion as to the validity, binding nature, or enforceability of provisions m the Credit Documents (i) purporting to establish evidentiary standards (ii) purporting to confer or restrict equitable remedies, (iii) purporting to preserve the liability of any person or entity when the underlying obligation is unenforceable, (iv) relating to indemnification, exculpation or release of any party with respect to such party’s gross negligence or wrongful acts or as against damages owing to any other party against whom such indemnification, exculpation or release is asserted by such party, (v) purporting to dictate rights to attorneys’ fees and other costs to the extent otherwise subject to the discretion of a court or arbitrator, (vi) purporting to restrict access to courts, to specify exclusive personal or subject matter jurisdiction or venue, or immunity from personal or subject matter jurisdiction or venue, or to otherwise affect the jurisdiction or venue of courts, (vii) purporting to waive notices, legal defenses, statutes of limitation, service of process, right to trial by jury or other benefits based solely on the provisions of the Credit Documents, (viii) purporting to specify methods of service of process inconsistent with methods provided by applicable law, (ix) purporting to entitle the Administrative Agent or its representative to vote the Pledged Capital Stock without the transfer of the Pledged Capital Stock into the name of the Administrative Agent or its representative or nominee, (x) purporting to establish reasonableness of notices, or (xi) purporting to mandate any modification of or any substitute provision in lieu of, any provision of any of the Credit

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June 18, 2004
Page 11

Documents that is determined to be illegal, invalid or unenforceable, or any agreement of any Credit Party with respect thereto.

     (D) The opinions expressed in Paragraph 1 above regarding the existence, qualification and good standing of the Borrower, the Partnerships and the Companies are rendered solely on the basis of certificates of the appropriate governmental authorities of the states specified or to which reference is made therein.

     (E) Except as referenced, and as limited, in Paragraph (B) above and in this Paragraph (E), the opinions expressed in this opinion letter are limited to the Laws of the State of Texas and the federal Laws of the United States of America, and we assume no responsibility as to the applicability or the effect of any other laws. To the extent that any Credit Document is governed by the laws of the State of North Carolina, we have assumed, with your permission, that the laws of the State of North Carolina are identical to those of the Sate of Texas. No opinion is expressed herein with respect to any Laws of any county, city or other political subdivision of the State of Texas. The opinions expressed in Paragraphs 1 (other than those referred to in Paragraph (B) above) and 2 above, except as such opinions relate to matters of Texas law (and in other Paragraphs of this opinion letter to the extent they include or comprehend the matters as to which our opinions are expressed in such Paragraphs 1 and 2 above, except as such opinions relate to matters of Texas law), are based solely on our review of the Delaware General Corporation Law and the Nevada General Corporation Law, each as published in the current edition of the Aspen Law Business, a Division of Aspen Publishers, Inc. (successor publisher to Prentice-Hall Law & Business) compilation entitled Corporation Statutes (the “Corporate Statutes”). The opinions expressed in Paragraphs 9 and 10 above, except as such opinions relate to matters of Texas law, are based solely on a review of the Official Text of the Uniform Commercial Code, and the Delaware and Nevada variations thereof, as published in the volume styled “Local Code Variations” in the current edition of Hawkland, Uniform Commercial Code Series (West Group 2001). We have not reviewed any other Laws of the State of Delaware or of the State of Nevada (or any interpretations of either of the Corporate Statutes or of the Uniform Commercial Code as in effect in Delaware or Nevada), or retained or relied on any opinion or advice of Delaware counsel or Nevada counsel. Such opinions are limited to the applications of the Corporate Statutes and the Uniform Commercial Code, as such Corporate Statutes and the Uniform Commercial Code would be interpreted and applied under Texas law (excluding conflicts of laws principles thereunder).

     (F) With respect to the opinion expressed in Paragraph 6 above, we have not conducted any search of any indexes, dockets or other records of any federal, state or local court, administrative agency or body or of any arbitrator and no opinion is expressed herein with respect to any code, ordinance, rule or regulation of any county, city, locality or other political subdivision of the State of Texas.

     (G) Except with respect to the Pledged Capital Stock, as expressly set forth in the opinions expressed in Paragraphs 7, 8 and 9 above, we have made no examination of, and we express no opinion as to, title to any of the Collateral or to any of the real property described or to which reference is made in Exhibit A to any of the Fixture Financing Statements or whether

Wachovia Bank, National Association
June 18, 2004
Page 12

there are of record any Liens encumbering any of the Collateral or any or the real property described or to which reference is made in Exhibit A to any of the Fixture Financing Statements; except as expressly set forth in the opinions expressed in Paragraphs 8 and 10 above, we express no opinion with respect to the perfection of any of the Liens created or purported to be created or granted by any of the Credit Documents; and, except as expressly set forth in Paragraph 8 above, we express no opinion with respect to the priority of any of the Liens created or purported to be created or granted by any of the Credit Documents. In rendering the opinion expressed in Paragraph 10(b) above, we have assumed that the name of the record owner of the real property described or to which reference is made in Exhibit A to each Fixture Financing Statement is set forth in the UCC Financing Statement Addendum included within such Fixture Financing Statement, or, if none is set forth, that the Credit Party named as “debtor” in such Fixture Financing Statement has an interest of record in such real property.

     (H) Insofar as any of the opinions herein expressed concern the perfection of a security interest in “proceeds” (as such term is defined in the UCC), please be advised that such security interest in such proceeds may cease to be perfected unless compliance is made with the provisions of Section 9.315 of the UCC governing the continuation of such perfection. Depending upon the circumstances at the time of such receipt, additional action may then be required to continue such perfection. In the case of collateral consisting of non-identifiable cash proceeds, continuation or perfection of the security interests therein is limited to the extent set forth in Section 9.315 of the UCC.

     (I) In the case of any Collateral not in existence or in which a debtor does not have rights on the date hereof, the security interests therein will not attach until such debtor has rights in such collateral within the meaning of Section 9.203 of the UCC and at least one of the conditions set forth in Section 9.203(b) of the UCC is met.

     (J) In the case of property which becomes Collateral after the date hereof, Section 552 of the United States Bankruptcy Code limits the extent to which property acquired by a debtor after the commencement of a case under the United States Bankruptcy Code may be subject to a security interest arising from a security agreement entered into by the debtor before the commencement of the case.

     (K) With respect to the opinions expressed in Paragraphs 12 and 13 above, we have relied, as to underlying factual information, solely upon a certificate of a Responsible Officer of the Borrower.

     (L) As used in the opinions expressed herein, “to our knowledge,” “known to us,” and similar phrases refer only to the actual current knowledge or consciousness of attorneys of our firm who are or have been involved in the representation of the Borrower, the Partnerships and the Companies in connection with the Credit Documents, and are not based on any independent factual investigation for the purposes of rendering the opinions expressed with such qualifications.

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June 18, 2004
Page 13

     (M) To the extent any of the opinions expressed herein relate to or involve materiality, we have relied generally upon the judgments and conclusions of Responsible Officers of the Borrower in determining that which is or could reasonably be expected to be “material” under the circumstances.

     (N) We have made no examination or investigation to verify the accuracy of any financial, accounting or statistical information furnished or to be furnished to you concerning the Borrower, the Partnerships or the Companies, and we express no opinion with respect thereto. Further, we express no opinion as to the financial ability of the Borrower, the Partnerships or the Companies to satisfy their obligations under the Credit Documents.

     This letter is furnished only to the Administrative Agent and the Lenders and is solely for their benefit in connection with the transactions contemplated by the Credit Documents; provided, however, our opinion may be relied upon by any party who becomes a Lender under the Credit Agreement in compliance with Section 9.6(f) of the Credit Agreement. This opinion is not to be used, circulated, quoted or otherwise relied upon by any other person or entity or, for any other purpose, without our prior written consent.

     This opinion letter is issued as of the date hereof, and the opinions expressed herein are rendered as of the date of this opinion letter. We undertake no obligation, and expressly disclaim any obligation, to advise you of, or to supplement any of our opinions because of, any changes or developments in fact or law that may hereafter come to our attention. This opinion letter is limited to the matters expressly stated herein, and no opinion other than upon the matters so expressly stated is implied or may be inferred.

Very truly yours, GARDERE WYNNE SEWELL LLP
By:	/s/ Barry D. Dries
	Barry D. Dries, a Partner

Schedule I

Fixture Financing Statements

	Real Property Covered by Fixture Financing Statement
Debtor	Reference	County	State
A&S Building Systems, L.P.	1880 Highway 116	Campbell	Tennessee
Metal Coaters of California, Inc.	9123 Center Street	San Bernardino	California
NCI Building Systems, L.P.	7301,7 311, 7313 Fairview	Harris	Texas
NCI Building Systems, L.P.	10943 Sam Houston Parkwayt West	Harris	Texas
NCI Building Systems, L.P.	1509 DeWitt Avenue East	Coles	Illinois
NCI Building Systems, L.P.	550 Industry Way	Merced	California
NCI Building Systems, L.P.	13706 Cabezut Drive	Webb	Texas
NCI Building Systems, L.P.	13202 Murphy Road	Fort Bend	Texas
NCI Building Systems, L.P.	4645 Timber Ridge Roade, Suite 250	Douglas	Georgia
NCI Building Systems, L.P.	4310 Industrial Access Road	Douglas	Georgia
NCI Building Systems, L.P.	6535 W. German Road	Maricopa	Arizona
NCI Building Systems, L.P.	13808 Imperial Highway, Suite 250	Los Angeles	California
NCI Building Systems, L.P.	Highway 114 & 400 N. Kimball	Tarrant	Texas
NCI Building Systems, L.P.	422 Kirby Drive	Henderson	Tennessee
NCI Building Systems, L.P.	3200 Pinewood Drive	Tarrant	Texas
NCI Building Systems, L.P.	12150 Shiloh Road	Dallas	Texas
NCI Building Systems, L	2679 Peachtree Street	DeKalb	Georgia
NCI Building Systems, L.P.	1001 Enterprise Avenue	Oklahoma	Oklahoma
NCI Building Systems, L.P.	Able Door Manufacturing Facility	Harris	Tennessee
NCI Building Systems L.P.	2611 Lindsay Privado Dr.	San Bernadino	California
NCI Building Systems, L.P.	125 Pequanoc Drive	Harrison	Georgia
Metal Building Components, L.P.	14031 West Hardy	Harris	Texas
Metal Building Components, L.P.	5711 FM-40	Lubbock	Texas
Metal Building Components L.P.	7000 S. Eastern Avenue	Oklahoma	Oklahoma
Metal Building Components L.P.	8677 1-10 East	Bexar	Texas
Metal Building Components L.P.	2280 Monier Avenue	Douglas	Georgia
Metal Building Components, L.P.	801 South Avenue-Colonial Heights City		Virginia
Metal Building Components, L.P.	1780 McCall Drive	Shelby	Indiana
Metal Building Components, L.P.	1011 Ellison Avenue	Douglas	Nebraska
Metal Building Components L.P.	309 Highway 51 North	DeSoto	Mississippi
Metal Building Components, L.P.	6168 State Route 233	Oneida	New York
Metal Building Components L.P.	1601 Rogers Road	Cook	Georgia
Metal Building Components, L.P.	660 South 91st Street	Maricopa	Arizona
Metal Building Components, L.P.	1155 West 2300 North	Salt Lake	Utah
Metal Building Components L.P.	201 Apache Drive	Hinds (1st Dist)	Nebraska
Metal Building Components L.P.	1804 Jack McKay Boulevard	Ellis	Texas
Metal Building Components L.P.	6975 Danville Road	Jessamine	Kentucky
Metal Building Components, L.P.	4900 2nd Street NW	Bemalillo	New Mexico
Metal Building Components, L.P.	550 S. Compress	Donna Ana	New Mexico
Metal Building Components, L.P.	2001 San Juan Boulevard	San Juan	New Mexico
Metal Building Components, L.P.	515 13th Avenue East	Mahaska	Iowa
Metal Building Components, L.P.	530 North Bronson Avenue	Mecosta	Michigan
Metal Building Components L.P.	U.S. Highway 290	Harris	Texas

	Real Property Covered by Fixture Financing Statement
Debtor	Reference	County	State
Metal Building Components, L.P.	12555 I-10 Ease (NCI Metal Depot)	Chambers	Texas
Metal Building Components, L.P.	Highway 288-B (NCI Metal Depot)	Brazoria	Texas
Metal Building Components, L.P.	550 Industry Way	Merced	California
NCI Group., L.P.	1150 Marietta Industrial Drive	Cobb	Georgia
NCI Group., L.P.	501 N. Greenwood Street	Harris	Texas
NCI Group., L.P.	1836 Dock Street	Shelby	Tennessee
NCI Group., L.P.	9051 Prisock Road	Hinds (1st Dist)	Mississippi
NCI Group., L.P.	880 Industrial Park Drive NE	Cobb	Georgia

Schedule II

COMPANY	JURISDICTION OF QUALIFICATION
NCI Building Systems, Inc.	Texas
NCI Operating Corp.	California
	Florida
	Georgia
	Illinois
	Massachusetts
	Michigan
	Mississippi
	North Dakota
	Ohio
	Oregon
	South Carolina
	Utah
	Texas
	Virginia
NCI Holding Corp.	None
NCI Building Systems, L.P.	Alabama
	Arizona
	California
	Florida
	Georgia
	Illinois
	Iowa
	Massachusetts
	Mississippi
	New Mexico
	North Carolina
	Ohio
	Oklahoma
	South Carolina
	Wisconsin
A&S Building Systems, L.P.	Florida
	Michigan
	South Carolina
	Tennessee

COMPANY	JURISDICTION OF QUALIFICATION
NCI Group, L.P.	Alabama
	Arizona
	Arkansas
	California
	Colorado
	Florida
	Georgia
	Idaho
	Illinois
	Indiana
	Iowa
	Kansas
	Kentucky
	Louisiana
	Massachusetts
	Michigan
	Minnesota
	Mississippi
	Missouri
	Nebraska
	Nevada
	New Jersey
	New Mexico
	New York
	North Carolina
	Ohio
	Oklahoma
	Oregon
	Pennsylvania
	South Carolina
	Tennessee
	Utah
	Virginai
	Washington
	West Virginia
	Wisconsin
Metal Coaters of California, Inc.	California

COMPANY	JURISDICTION OF QUALIFICATION
Metal Building Components, L.P.	Arizona
	California
	Florida
	Georgia
	Idaho
	Indiana
	Iowa
	Kentucky
	Michigan
	Mississippi
	Nebraska
	New Jersey
	New York
	North Dakota
	Oklahoma
	Pennsylvania
	Tennessee
	Utah
	Virginia

June 18, 2004

NCI Building Systems, Inc.
10943 N. Sam Houston Parkway W.
Houston, Texas 77064

Attention: Robert J. Medlock
Chief Executive Officer

Wachovia Bank, National Association,
as Administrative Agent (the “New Agent”)
201 South College Street, CP-8
Charlotte, NC 28288
Attention: Syndication Agency Services

       Re: Credit Agreement dated as of September 13, 2002 (as amended, restated, supplemented and otherwise modified through and including the date hereof, the “Existing Credit Agreement”), among NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), the other lenders party thereto (the “Existing Lenders”), Wachovia Bank, National Association, as syndication agent and Bank of America, N.A., as administrative agent for the Existing Lenders (in such capacity, the “Administrative Agent”).

Ladies and Gentlemen:

Reference is made to the Existing Credit Agreement referred to above. We understand that on June 18, 2004 (the “Payoff Date”), the Borrower intends to (i) enter into a New Credit Agreement (the “New Credit Agreement”) dated as of the Payoff Date, by and among the Borrower, the subsidiary guarantors from time to time party thereto, the financial institutions from time to time party thereto and Wachovia Bank, National Association, as administrative agent (the “New Agent”) and (ii) cause all indebtedness, liabilities and other obligations of the Borrower and its subsidiaries to the Existing Lenders and/or the Administrative Agent owing under the Existing Credit Agreement and all other agreements, documents and certificates executed in connection therewith (collectively, the “Existing Credit Documents”), including, without limitation, all principal, accrued interest, costs, expenses and fees outstanding (including, without limitation, reasonable attorneys’ fees), to be repaid in full.

The Borrower has further advised us that, simultaneously with the termination of the credit facility evidenced by the Existing Credit Documents and the closing of the New Credit Agreement, each of the outstanding Letters of Credit (the “Existing Letters of Credit”) under the Existing Credit Agreement as more specifically set forth on Schedule 1 hereto shall be transferred and deemed issued under the New Credit Agreement and governed by the terms and provisions thereof.

Subject to the conditions set forth herein and upon the receipt by the Administrative Agent by 2:00 p.m., Dallas, Texas time, on the Payoff Date, of the amounts set forth below, or, if paid on

any later date, such amounts plus additional interest and fees in the amount of $10,175.15 per day for the Payoff Date and each day after the Payoff Date, to but excluding the date of such payment (the “Payoff Amount”), in U.S. dollars and in immediately available funds, the Administrative Agent agrees that all obligations of the Borrower and its subsidiaries under the Existing Credit Documents (except for those indemnification and similar obligations that by their terms expressly survive termination of the Existing Credit Agreement and the other Existing Credit Documents), including principal, accrued and unpaid interest, costs, expenses and fees (including, without limitation, reasonable attorneys’ fees), shall be paid in full, all Existing Credit Documents (excluding the Letters of Credit which, as of the Payoff Date, shall be deemed issued under and governed by the New Credit Agreement) shall be terminated, all commitments of the Existing Lenders shall be terminated, all guarantees provided under the Existing Credit Documents shall be terminated and any security interest or lien granted to the Existing Lenders and/or the Administrative Agent in the personal property or real property of the Borrower and/or any of its subsidiaries securing amounts evidenced by the Existing Credit Documents shall terminate, and the Administrative Agent agrees to deliver to the New Agent, at the Borrower’s sole cost and expense, such stock certificates, instruments and other documents as the Borrower and/or the New Agent may reasonably request in connection with such termination. Further, the Administrative Agent authorizes the New Agent and its counsel to prepare and upon confirmation of receipt of the Payoff Amount in U.S. dollars and in immediately available funds by the Administrative Agent file, at the Borrower’s sole cost and expense, such UCC-3 termination statements as the New Agent may reasonably deem necessary or appropriate in connection with the termination of the Existing Credit Documents.

As a condition to such termination, the following Payoff Amount is required:

Principal:	$
Interest:	$
Unused Fee:	$
Letter of Credit Fees:	$
Winstead Fees, Costs and Expenses:	$
Payoff Amount:	$

The Administrative Agent hereby instructs the Borrower to pay or cause to be paid the Payoff Amount in U.S. Dollars by wire transfer on the Payoff Date to the following account in accordance with the following wire transfer instructions:

Bank:	Bank of America, N.A.,
ABA#:
Account #:
Account Name:
Final Credit to:
Reference:	NCI Building Systems

Notwithstanding anything to the contrary contained in this letter agreement, the Borrower hereby agrees to indemnify the Administrative Agent and each Existing Lender and hold the

2

Administrative Agent and each Existing Lender harmless from and against any and all costs, expenses, damages, claims, losses and other amounts which the Administrative Agent and/or any Existing Lender may suffer or incur as a result of or in connection with (i) the transactions and matters contemplated by this letter agreement (including, without limitation, any breakage costs incurred pursuant to Section 3.05 of the Existing Credit Agreement as a result of a prepayment of any Eurodollar Rate Loans and reasonable attorneys’ fees) and (ii) non-payment, claim, refund, or dishonor of any checks or other items which have been credited by the Administrative Agent or any of the Existing Lenders to the account of the Borrower with the Administrative Agent or any of the Existing Lenders, as applicable, together with any expenses or other customary charges incident thereto (including, without limitation, reasonable attorneys’ fees); except that no amount shall be paid pursuant to clause (i) or (ii) above to the extent that such costs, expenses, damages, claims, losses or other amounts resulted from the Administrative Agent’s and/or an Existing Lender’s gross negligence or willful misconduct. The Borrower hereby agrees to pay any and all claims and amounts arising under this paragraph to the Administrative Agent promptly upon demand therefor and in any event within ten (10) business days after such demand.

This letter agreement shall be effective and binding upon the parties hereto when a counterpart is signed by each of the parties hereto in the appropriate space provided below. The parties hereto acknowledge and agree that delivery by facsimile or e-mail of signed counterparts of this letter shall constitute delivery hereof.

3

This letter agreement shall be construed, interpreted and applied in accordance with the laws of the State of North Carolina.

Very truly yours, BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Brian D. Corum
Name:		Brian D. Corum
Title:		Managing Director

Accepted and Agreed By: NCI BUILDING SYSTEMS, INC. as Borrower
By:	/s/ Robert J. Medlock
Name:		Robert J. Medlock
Title:		Exec. V.P. & CFO
WACHOVIA BANK, NATIONAL ASSOCIATION, as New Agent
By:	/s/ Glenn F. Edwards
Name:		Glenn F. Edwards
Title:		Managing Director

4

SCHEDULE 1

Letters of Credit

1.	Standby Letter of Credit issued by Bank of America, N.A. (No. 907590) in favor of Traveler’s Insurance Indemnity Company in the amount of $                   (expiring on or around November 2004).
2.	Standby Letter of Credit issued by Bank of America, N. A. (No. 3050664) in favor of St. Paul Fire and Marine Insurance Company in the amount of $                    (expiring on November 1 or 17, 2004).

SOLVENCY CERTIFICATE

     The undersigned chief financial officer of NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), is familiar with the properties, businesses, assets and liabilities of the Credit Parties and is duly authorized to execute this certificate on behalf of the Borrower.

     Reference is made to that Credit Agreement, dated as of June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”). All capitalized terms used herein and not defined shall have the meanings provided in the Credit Agreement.

     The undersigned certifies that he has made such investigation and inquiries as to the financial condition of the Credit Parties as the undersigned deems necessary and prudent for the purpose of providing this Certificate. The undersigned acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Certificate in connection with the making of Loans and other Extensions of Credit under the Credit Agreement.

     The undersigned certifies that the financial information, projections and assumptions which underlie and form the basis for the representations made in this Certificate were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof.

     BASED ON THE FOREGOING, the undersigned certifies that, both before and after giving effect to the Loans and other Extensions of Credit made on the Closing Date:

     A. Each of the Credit Parties and is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business.

     B. None of the Credit Parties intends to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature in their ordinary course.

     C. None of the Credit Parties is engaged in any business or transaction, or is about to engage in any business or transaction, for which the assets of such Credit Party would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Credit Party is engaged or is to engage.

     D. The present fair saleable value of the consolidated assets of the Credit Parties and their Subsidiaries, taken as a whole, measured on a going concern basis, exceeds all probable liabilities including those incurred pursuant to the Credit Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

1

     IN WITNESS WHEREOF, the undersigned has executed this Certificate this 18th day of June, 2004, in the undersigned’s capacity as the chief financial officer of the Borrower.

NCI BUILDING SYSTEMS, INC., a Delaware corporation
By:	/s/ Robert J. Medlock
	Robert J. Medlock
	Executive Vice President and Chief Financial Officer

2

FINANCIAL CONDITION CERTIFICATE

TO: Wachovia Bank, National Association, as Administrative Agent
201 South College Street
NC0680/CP-8
Charlotte, North Carolina 28288-0608
Attn: Syndication Agency Services

RE: Credit Agreement dated as of June 18, 2004 among NCI Building Systems, Inc. (the “Borrower”), certain Subsidiaries of the Borrower as Guarantors, the Lenders party thereto and Wachovia Bank, National Association, as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”).

DATE: June 18, 2004

          Pursuant to the terms of Section 4.1(q) of the Credit Agreement, I, Robert J. Medlock, Executive Vice President and Chief Financial Officer of the Borrower hereby certify, on behalf of the Borrower and not in my individual capacity, that, as of the date hereof, the statements below are accurate and complete in all respects (all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement):

     1. No action, suit, investigation or proceeding is pending, ongoing or, to the knowledge of any Credit Party, threatened in any court or before any other Governmental Authority that purports to affect any Credit Party or any other transaction contemplated by the Credit Documents, which action, suit, investigation or proceeding the Borrower has reasonably concluded could be expected to have a Material Adverse Effect.

     2. Immediately after giving effect to this Credit Agreement, the other Credit Documents, and all the transactions contemplated therein to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects, and (C) the Credit Parties are in compliance with each of the financial covenants set forth in Section 5.9 (as demonstrated through detailed calculations of such financial covenants on an exhibit to this certificate).

     3. The Leverage Ratio of the Credit Parties and their Subsidiaries on a Consolidated basis is not greater than 3.00 to 1.0, calculated on a pro forma basis giving effect to the initial Extensions of Credit and the transactions to occur on the Closing Date, as of the most recently ended twelve month period as of May 1, 2004.

     4. The Consolidated EBITDA is not less than $80,000,000, calculated on a pro forma basis giving effect to the initial Extensions of Credit and the transactions to occur on the Closing Date, for the twelve month period ending as of May 1, 2004.

NCI BUILDING SYSTEMS, INC., a Delaware corporation
By:	/s/ Robert J. Medlock
Name:		Robert J. Medlock
Title:		Executive Vice President and Chief Financial Officer

2

SCHEDULE 1 TO OFFICER’S CERTIFICATE

Schedule 1
to
Officer’s Compliance Certificate

PRO FORM

Covenant Calculation Worksheet for the Period Ended                     200      

For the Quarter/Year ended                      May 1, 2004       (“Financial Statement Date”)

I. Leverage Ratio
A. Funded Debt, as of Interest Determination Date, for the Borrower and its Subsidiaries on a consolidated basis:
1. Funded Debt:
(a) Without duplication, all obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments (in thousands):	$
(b) Without duplication, Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations (in thousands):	$
(c) Without duplication, obligations in respect of any Redeemable Stock (in thousands):	$
(d) Without duplication, all direct or contingent obligations arising under letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, surety bonds and similar instruments fin thousands):	$
(e) Without duplication, all obligations to pay the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business or accrued liabilities arising in the ordinary course of business that are not overdue or that are being contested in good faith), and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed or is limited in recourse (in thousands):	$
(f) Without duplication, net obligations under any Hedging Agreement (in thousands):	$

3

(g) Without duplication, Guaranty Obligations with respect to obligations of the type specified in subsections (a) through (f) above of Persons other than the Borrower or any of its Subsidiaries (in thousands):	$
(h) Without duplication, all Indebtedness of the types referred to in subsections (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made nonrecourse to the Borrower or such Subsidiary (in thousands):	$
(i) Funded Debt (Lines L.A. 1(a) + (b) + (c) + (d) + (e) + (f) + (g) + (h)):	$
B. Consolidated EBITDA for the period of the four consecutive fiscal quarters ending on the Interest Determination Date (the “Subject Periods” for the Borrower and its Subsidiaries on a consolidated basis:
1. Consolidated EBITDA:
(a) Consolidated Net Income for the Subject Period (in thousands):	$
(b) Without duplication and to the extent deducted in determining Net Income, Consolidated Interest Expense for the Subject Period (in thousands):	$
(c) Without duplication and to the extent deducted in determining Consolidated Net Income, federal, state, local and foreign income taxes for the Subject Period (in thousands):	$
(d) Without duplication and to the extent deducted in determining Consolidated Net Income, depreciation and amortization expenses for the Subject Period (in thousands):	$
(e) Without duplication and to the extent deducted in determining Consolidated Net Income, non-cash contributions during the Subject Period to 401(k) and other employee benefit plans, not to exceed $7,500,000 (in thousands):	$

4

(f) Without duplication and to the extent deducted in determining Consolidated Net Income, non-cash restructuring charges (net of tax) during the Subject Period, not to exceed $5,000,000 (in thousands):	$
(g) Without duplication and to the extent deducted in determining Consolidated Net Income, the transaction costs and expenses incurred in connection with the Credit Agreement (in thousands):	$	—
(h) Without duplication and to the extent deducted in determining Consolidated Net Income, the premium paid with respect to the prepayment of the Senior Subordinated Notes in an amount not to exceed $5,800,000 (in thousands):	$	—
(i) Without duplication and to the extent deducted in determining Consolidated Net Income, the noncash write-off of the remaining deferred financing costs related to the Existing Credit Agreement and the Senior Subordinated Notes in an amount not to exceed $4,100,000 (in thousands):	$	—
(j) EBITDA (Lines I.B.l(a) + (b) + (c) + (d) + (e) + (f)+(g) + (h) + (i)):	$
C. Leverage Ratio (Line I.A.I.(i) + Line I.B.l.(j)):	2.19 to l
D. Maximum Leverage Ratio:	4.00 to 1
II. Senior Leverage Ratio
A. Senior Funded Debt, as of Interest Determination Date, for the Borrower and its Subsidiaries on a consolidated basis:
1. Consolidated Funded Debt (Line I.A.l.(i))	$
2. Subordinated Debt	$
3. Senior Funded Debt (Line II.A. I — Line IIA.2)	$
B. Consolidated EBITDA for the period of the four consecutive fiscal quarters ending on the Interest Determination Date (“the “Subject Period”) for the Borrower and its Subsidiaries on a consolidated basis:
1. Consolidated EBITDA (Line I.B.1.(J)):	$
C. Senior Leverage Ratio (Line IIA. 3. + Line II.B.I.):		.88 to 1
D. Maximum Leverage Ratio:		3.50 to 1

5

III. Interest Coverage Ratio.
A. Consolidated EBITDA for the Subject Period (Line LB.l(j)) (in thousands):	$
B. Consolidated Interest Expense for the Subject Period
1. total interest expense, for the Subject Period, whether paid or accrued (including the interest component of Capital Leases) including, without limitation, all commitment fees, commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under interest rate contracts and foreign exchange contracts (in thousands):	$
2. amortization of debt issuance costs (in thousands):	$
3. Interest Expense (Lines III.B.1.-2.) (in thousands):	$
C. Interest Coverage Ratio (Line III.A. + Line III.B.3.):	5.43 to 1
D. Minimum Required:		3.50 to 1
IV. Consolidated Capital Expenditures.
A. Consolidated Capital Expenditures for 2004 as of Closing Date	$
B. Maximum Consolidated Capital Expenditures for 2004 - s *	$

6

PATRIOT ACT COMPLIANCE CERTIFICATE

TO:	Wachovia Bank, National Association, as Administrative Agent
RE:	Credit Agreement dated on or about June 18, 2004 (as amended, restated or otherwise modified, the “Credit Agreement”) by and among NCI Building Systems, Inc., a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower identified therein, the Lenders party thereto and Wachovia Bank, National Association, as Administrative Agent
DATE:	June 18, 2004

     I, Robert J. Medlock hereby certify that I am the duly elected, qualified and acting Executive Vice President and Chief Financial Officer of each of the Credit Parties and am authorized to execute this certificate on behalf of the Credit Parties. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement

     Solely in my capacity as Executive Vice President and Chief Financial Officer of the Credit Parties, I hereby certify on behalf of the Credit Parties that attached hereto on Exhibit A is true and complete information, as requested by the Administrative Agent, on behalf of the Lenders, for compliance with the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Patriot Act”), including, without limitation, the legal name and address of the Credit Parties and other information that will allow the Administrative Agent or any Lender, as applicable, to identify the Credit Parties in accordance with the Patriot Act

[Signatures on Following Page]

10943 N. Sam Houston Parkway W. • Houston, Texas 77064
P.O. Box 692055 • Houston, Texas 77269-2055 • Telephone: (281) 897-7788 • Fax:281-477-9675

IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of June, 2004.

NCI Building Systems, Inc. NCI Holding Corp., each a Delaware corporation
By:	/s/ Robert J. Medlock
	Robert J. Medlock, Executive Vice
	President and Chief Financial Officer
NCI Operating Corp., a Nevada corporation
By:	/s/ Robert J. Medlock
	Robert J. Medlock, Executive Vice President and Chief Financial Officer
Metal Coaters of California, Inc., a Texas corporation
By:	/s/ Robert J. Medlock
	Robert J. Medlock, Executive Vice
	President and Chief Financial Officer
A & S Building Systems, L.P. NCI Building Systems, L.P. Metal Building Components, L.P. NCI Group, L.P., each a Texas limited partnership
	By:	NCI Operating Corp., a Nevada corporation as general partner
	By:	/s/ Robert J. Medlock
		Robert J. Medlock, Executive Vice
		President and Chief Financial Officer

Exhibit A

Legal Name of the Borrower/Credit Party:	NCI BUILDING SYSTEMS, INC.
State of Incorporation:	DELAWARE
Address of Chief Executive Office:	10943 N. SAM HOUSTON PARKWAY WEST HARRIS COUNTY HOUSTON, TEXAS 77064
Address of Principal Place of Business:	SAME
Legal Name of the Credit Party:	NCI OPERATING CORP.
State of Incorporation:	NEVADA
Address of Chief Executive Office:	10943 N. SAM HOUSTON PARKWAY WEST HARRIS COUNTY HOUSTON, TEXAS 77064
Address of Principal Place of Business:	SAME
Legal Name of the Borrower/Credit Party:	NCI HOLDING CORP.
State of Incorporation:	DELAWARE
Address of Chief Executive Office:	1105 N. MARKET STREET SUITE 1300 NEW CASTLE COUNTY WILMINGTON, DE 19801
Address of Principal Place of Business:	SAME
Legal Name of the Credit Party:	METAL COATERS OF CALIFORNIA, INC.
State of Incorporation:	TEXAS
Address of Chief Executive Office:	10943 N. SAM HOUSTON PARKWAY WEST HARRIS COUNTY HOUSTON, TEXAS 77064
Address of Principal Place of Business:	9123 CENTER STREET SAN BERNADINO COUNTY RANCHO CUCAMONGA, CALIFORNIA 91730
Legal Name of the Credit Party:	A & S BUILDING SYSTEMS, L.P.
State of Organization:	TEXAS
Address of Chief Executive Office:	10943 N. SAM HOUSTON PARKWAY WEST HARRIS COUNTY HOUSTON, TEXAS 77064
Address of Principal Place of Business:	1880 HIGHWAY 116 CAMPBELL COUNTY CARYVILLE, TENNESSEE 37714
Legal Name of the Credit Party:	NCI BUILDING SYSTEMS, L.P.
State of Organization:	TEXAS
Address of Chief Executive Office:	10943 N. SAM HOUSTON PARKWAY WEST HARRIS COUNTY HOUSTON, TEXAS 77064
Address of Principal Place of Business:	7301 FAIRVIEW HARRIS COUNTY HOUSTON, TEXAS 77041

Legal Name of the Credit Party:	METAL BUILDING COMPONENTS, L.P.
State of Organization:	TEXAS
Address of Chief Executive Office:	10943 N. SAM HOUSTON PARKWAY WEST HARRIS COUNTY HOUSTON, TEXAS 77064
Address of Principal Place of Business:	14031 WEST HARDY HARRIS COUNTY HOUSTON, TEXAS 77060
Legal Name of the Credit Party:	NCI GROUP, L.P.
State of Organization:	TEXAS
Address of Chief Executive Office:	10943 N. SAM HOUSTON PARKWAY WEST HARRIS COUNTY HOUSTON, TEXAS 77064
Address of Principal Place of Business:	SAME

EX-4.7

Execution Copy

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, 2009

Wells Fargo Securities, LLC,
as Lead Arranger and Bookrunner

Table of Contents

	Page
ARTICLE I
DEFINITIONS
Section 1.1 Defined Terms		1
Section 1.2 Other Definitional Provisions		31
ARTICLE II
AMOUNT AND TERMS OF COMMITMENTS
Section 2.1 Term Loans		31
Section 2.2 Term Loan Notes		31
Section 2.3 Repayment of Term Loans		32
Section 2.4 Record of Term Loans		32
Section 2.5 Additional Commitments		33
ARTICLE III
GENERAL PROVISIONS APPLICABLE TO TERM LOANS
Section 3.1 Interest Rates and Payment Dates		34
Section 3.2 Conversion and Continuation Options		35
Section 3.3 Minimum Amounts of Sets		36
Section 3.4 Optional and Mandatory Prepayments		36
Section 3.5 Computation of Interest and Fees		40
Section 3.6 Inability to Determine Interest Rate		40
Section 3.7 Pro Rata Treatment and Payments		41
Section 3.8 Illegality		42
Section 3.9 Requirements of Law		42
Section 3.10 Taxes		44
Section 3.11 Indemnity		46
Section 3.12 Certain Rules Relating to the Payment of Additional Amounts		47
Section 3.13 Further Actions On or Prior to Closing		48
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 Financial Condition		49
Section 4.2 Existence; Compliance with Law		50
Section 4.3 Power; Authorization; Enforceable Obligations		51
Section 4.4 No Legal Bar		51
Section 4.5 No Material Litigation		51

Table of Contents
(continued)

	Page
Section 4.6 Ownership of Property; Liens		52
Section 4.7 Intellectual Property		52
Section 4.8 No Burdensome Restrictions		52
Section 4.9 Taxes		52
Section 4.10 Federal Regulations		52
Section 4.11 ERISA		53
Section 4.12 Collateral		53
Section 4.13 Investment Company Act; Other Regulations		54
Section 4.14 Subsidiaries		54
Section 4.15 Environmental Matters		54
Section 4.16 No Material Misstatements		55
Section 4.17 Labor Matters		55
Section 4.18 Insurance		56
Section 4.19 Anti-Terrorism		56
ARTICLE V
CONDITIONS PRECEDENT
Section 5.1 Conditions to Effectiveness of this Agreement		56
Section 5.2 Conditions to Each Future Extension of Credit		61
ARTICLE VI
AFFIRMATIVE COVENANTS
Section 6.1 Financial Statements		62
Section 6.2 Certificates; Other Information		63
Section 6.3 Payment of Obligations		64
Section 6.4 Conduct of Business and Maintenance of Existence		64
Section 6.5 Maintenance of Property; Insurance		64
Section 6.6 Inspection of Property; Books and Records; Discussions		65
Section 6.7 Notices		66
Section 6.8 Environmental Laws		67
Section 6.9 After-Acquired Real Property and Fixtures		68
Section 6.10 Post-Closing Security Perfection		70
Section 6.11 2009 Tax Refund		70
Section 6.12 Notice of Any ABL Refinancing		70
ARTICLE VII
NEGATIVE COVENANTS
Section 7.1 Consolidated Leverage Ratio		71
Section 7.2 Limitation on Indebtedness		71

Table of Contents
(continued)

	Page
Section 7.3 Limitation on Liens		75
Section 7.4 Limitation on Guarantee Obligations		78
Section 7.5 Limitation on Fundamental Changes		80
Section 7.6 Limitation on Sale of Assets		81
Section 7.7 Limitation on Dividends and Share Repurchases		82
Section 7.8 Limitation on Investments, Loans and Advances		84
Section 7.9 Limitations on Certain Acquisitions		87
Section 7.10 Limitation on Transactions with Affiliates		88
Section 7.11 Limitation on Optional Payments and Modifications of Debt Instruments and Other Documents		89
Section 7.12 Limitation on Lines of Business		90
ARTICLE VIII
EVENTS OF DEFAULT
Section 8.1 Defaults		90
Section 8.2 Waiver of Prior Defaults		93
Section 8.3 Waiver of Notices		93
ARTICLE IX
THE AGENTS AND THE OTHER REPRESENTATIVES
Section 9.1 Appointment		93
Section 9.2 Delegation of Duties		94
Section 9.3 Exculpatory Provisions		94
Section 9.4 Reliance by the Administrative Agent		95
Section 9.5 Notice of Default		95
Section 9.6 Acknowledgements and Representations by Lenders		96
Section 9.7 Indemnification		96
Section 9.8 The Administrative Agent and Other Representatives in Their Individual Capacity		97
Section 9.9 Collateral Matters		97
Section 9.10 Successor Agent		99
Section 9.11 Other Representatives		100
Section 9.12 Withholding Tax		100
ARTICLE X
MISCELLANEOUS
Section 10.1 Amendments and Waivers		100
Section 10.2 Notices		102
Section 10.3 No Waiver; Cumulative Remedies		104

Table of Contents
(continued)

	Page
Section 10.4 Survival of Representations and Warranties		104
Section 10.5 Payment of Expenses and Taxes		104
Section 10.6 Successors and Assigns; Participations and Assignments		105
Section 10.7 Adjustments; Set-off; Calculations; Computations		110
Section 10.8 Judgment		111
Section 10.9 Counterparts		111
Section 10.10 Severability		111
Section 10.11 Amendment		112
Section 10.12 Integration		112
Section 10.13 GOVERNING LAW		112
Section 10.14 Submission to Jurisdiction; Waivers		112
Section 10.15 Acknowledgements		113
Section 10.16 WAIVER OF JURY TRIAL		113
Section 10.17 Confidentiality		113
Section 10.18 Additional Indebtedness		114
Section 10.19 USA Patriot Act Notice		114

SCHEDULES

Schedule A	—	Lenders
Schedule B	—	Rollover Indebtedness
Schedule C	—	Unscheduled Assumed Indebtedness
Schedule D	—	Existing Mortgages
Schedule 3.13(b)	—	Amended and Restated Mortgages
Schedule 4.5	—	Litigation
Schedule 4.6	—	Mortgaged Properties
Schedule 4.7	—	Intellectual Property Claims
Schedule 4.14	—	Subsidiaries
Schedule 4.15	—	Environmental Matters
Schedule 4.18	—	Insurance
Schedule 5.1(i)	—	Title Policies
Schedule 7.2(i)	—	Existing Indebtedness
Schedule 7.6(j)	—	Dispositions

EXHIBITS

Exhibit A	—	Form of Term Loan Note
Exhibit B	—	Form of Guarantee and Collateral Agreement
Exhibit C	—	Form of Mortgages
Exhibit D	—	Form of Intercreditor Agreement
Exhibit E	—	Form of U.S. Tax Compliance Certificate
Exhibit F	—	Form of Assignment and Acceptance
Exhibit G	—	Form of Tax Sharing Agreement

     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”).

     The parties hereto hereby agree as follows:

W I T N E S S E T H:

     WHEREAS, the Borrower is party to the Credit Agreement, dated as of June 18, 2004 (the “2004 Credit Agreement”), among the Lenders, the Borrower, the subsidiary guarantors party thereto, Wachovia Bank, N.A. as administrative agent, and Bank of America, N.A., as syndication agent;

     WHEREAS, the 2004 Credit Agreement has been amended by the First Amendment to Credit Agreement dated as of November 9, 2004, the Second Amendment to Credit Agreement, dated as of October 14, 2005, and the Third Amendment to Credit Agreement, dated as of April 7, 2006, by and among the Borrower, the subsidiary guarantors party thereto and the Administrative Agent (the 2004 Credit Agreement, as so amended, the “Original Credit Agreement”);

     WHEREAS, pursuant to the Investment Agreement, the CD&R Investors have agreed to make certain equity investments in the Borrower (the “Equity Investment”) subject to, among other things, the modification of certain terms in the Original Credit Agreement, including an extension of the Tranche B Term Loan Maturity Date (as defined in the Original Credit Agreement) and the partial prepayment of the Tranche B Term Loan (as defined in the Original Credit Agreement), and the amendment and restatement of the Original Credit Agreement in the form hereof;

     WHEREAS, the Borrower has requested, and the Administrative Agent and the Lenders have agreed, to hereby amend and restate the Original Credit Agreement to satisfy the terms of the Investment Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1 Defined Terms.

     As used in this Agreement, the following terms shall have the following meanings:

     “2004 Credit Agreement”: as defined in the Recitals.

     “2009 Tax Refund”: any U.S. federal or state income tax refund received by the Borrower or any Subsidiary thereof (including the amount of such refund that would have been received by the Borrower or such Subsidiary but for being utilized to offset any tax liability otherwise payable by the Borrower or such Subsidiary) to the extent attributable to (and that would not have been so received but for) any carryback of net operating losses, capital losses, tax credits or similar tax attributes, if any, of the Borrower and its Subsidiaries for the taxable year ended on November 1, 2009 to any prior taxable year, provided that, for these purposes, (i) the amount of any state income tax refund shall be net of U.S. federal income tax cost thereof to the Borrower or any of its Subsidiaries, (ii) a 2009 Tax Refund shall not include any refund of state income taxes as a result of an audit or examination of any tax return of the Borrower or any Subsidiary thereof and (iii) a 2009 Tax Refund shall not include any refund of U.S. federal income taxes as a result of an audit or examination of any tax return of the Borrower or any Subsidiary thereof unless the amount of such refund exceeds $4,000,000.

     “ABL Availability”: at any time, the amount of undrawn availability under the ABL Facility then in effect at such time.

     “ABL Default Event”: the occurrence and continuance of such occurrence of any Event of Default (as defined in the ABL Facility Agreement) specified under Section 12.1(a) of the ABL Facility Agreement with respect to which the administrative agent under the ABL Facility Agreement shall have exercised any remedy provided for thereunder and shall not have rescinded such action.

     “ABL Facility”: the revolving credit facility to be extended pursuant to the ABL Facility Agreement.

     “ABL Facility Agreement”: the Loan and Security Agreement, dated as of October 20, 2009, among NCI Group, Inc., Robertson-Ceco II Corporation, NCI Building Systems, Inc., the lenders party thereto and Wells Fargo Foothill, LLC, as administrative agent and co-collateral agent and Bank of America, N.A. and General Electric Capital Corporation, each as co-collateral agent, as the same may be amended, supplemented, waived, otherwise modified, extended, renewed, refinanced or replaced (whether such renewal, refinancing or replacement occurs concurrently with the termination of the then-existing ABL Facility Documents and the repayment of obligations then due and owing thereunder or after any lapse of time during which there may not exist any ABL Facility Documents or any ABL Facility), in whole or in part, from time to time.

     “ABL Facility Documents”: the ABL Facility Agreement, the other Financing Agreements (as defined therein) and any other agreements, instruments and other documents evidencing or governing the ABL Facility or entered into at any time in connection therewith, as the same may be amended, supplemented, waived, otherwise modified, extended, renewed, refinanced or replaced (whether such renewal, refinancing or replacement occurs concurrently with the termination of the then-existing ABL Facility Documents and the repayment of obligations then due and owing thereunder or after any lapse of time during which there may not exist any ABL Facility Documents or any ABL Facility), in whole or in part, from time to time.

     “ABL Facility Loans”: Indebtedness issued pursuant to the ABL Facility.

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     “ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1% and (c) 3.00%. For purposes hereof: “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by Wachovia Bank, National Association (or another bank of recognized standing reasonably selected by the Administrative Agent and reasonably satisfactory to the Borrower) as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by Wachovia Bank, National Association in connection with extensions of credit to debtors). “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

     “ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.

     “Acceleration”: as defined in Section 8.1(e).

     “Additional Commitments”: as defined in Section 2.5(a).

     “Additional Committing Lender”: as defined in Section 2.5(c).

     “Additional Indebtedness”: any Indebtedness that (x) is to be secured by a Lien on any Collateral permitted by Section 7.3 of this Agreement and (y) is designated as “Additional Indebtedness” by the Borrower by notice in writing to the Administrative Agent.

     “Additional Lender”: as defined in Section 2.5(c).

     “Additional Term Loan Amendment”: as defined in Section 2.5(c).

     “Additional Term Loan Closing Date”: as defined in Section 2.5(d).

     “Additional Term Loans”: as defined in Section 2.5(b).

     “Administrative Agent”: as defined in the Preamble hereto and shall include any successor to the Administrative Agent appointed pursuant to Section 9.10.

     “Affected Loans”: as defined in Section 3.8.

     “Affected Rate”: as defined in Section 3.6.

     “Affiliate”: as to any Person, any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly,

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either to (a) vote 20% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

     “Agents”: the collective reference to the Administrative Agent and the Collateral Agent.

     “Agreement”: this Amended and Restated Credit Agreement, as amended, supplemented, waived or otherwise modified, from time to time.

     “Applicable Margin”: (i) 5.00% per annum with respect to ABR Loans and 6.00% per annum with respect to Eurocurrency Loans or (ii) if the Consolidated Leverage Ratio on the last day of the most recently completed fiscal quarter of the Borrower ending on or after October 30, 2011 is less than 3.50 to 1.00, then 3.50% per annum with respect to ABR Loans and 4.50% per annum with respect to Eurocurrency Loans, effective on the first day of the immediately subsequent fiscal quarter, provided that (x) until the end of the first two fiscal quarter period that begins after the Closing Date, the Applicable Margin shall be as set forth in clause (i) above and (y) commencing with the fiscal quarter of the Borrower beginning January 30, 2012, the Applicable Margin in the case of clauses (i) and (ii) above shall increase by 0.25% per annum on the first day of each fiscal quarter of the Borrower unless (1) the aggregate principal amount of Term Loans outstanding at the beginning of the immediately preceding fiscal quarter of the Borrower shall have been reduced by an amount (the “Target Amortization Amount”) equal to $3,750,000 minus (at the Borrower’s option) any or all of the aggregate principal amount of Term Loans (up to an amount not to exceed $3,750,000) repaid, prepaid, repurchased or otherwise acquired or retired, including pursuant to Section 3.4 but excluding scheduled installment payments pursuant to Section 2.3, from the Closing Date to the last day of such immediately preceding fiscal quarter (excluding any amount thereof previously applied by the Borrower to the Target Amortization Amount for any previous fiscal quarter of the Borrower), and thereby to cause the Applicable Margin not to increase on the first day of the immediately succeeding fiscal quarter of the Borrower or (2) the Target Amortization Amount as so calculated is zero.

     “Approved Fund”: as defined in Section 10.6(b).

     “Asset Sale”: any sale, issuance, conveyance, transfer, lease or other disposition (including through a Sale and Leaseback Transaction) by the Borrower or any other Loan Party, in one or a series of related transactions, of any real or personal, tangible or intangible, property or assets of the Borrower or such Subsidiary (including Capital Stock of any Subsidiary held by any Loan Party) to any Person.

     “Assignee”: as defined in Section 10.6(b).

     “Assignment and Acceptance”: an Assignment and Acceptance, substantially in the form of Exhibit F.

     “Assumed Indebtedness”: the collective reference to all Rollover Indebtedness and Unscheduled Assumed Indebtedness.

     “Available Amount”: the sum, without duplication, of

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     (a) 50% of the Available CNI Amount accrued during the period (treated as one accounting period) beginning on August 2, 2009 to the end of the most recent fiscal quarter for which consolidated financial statements of the Borrower are available (or, in case such Available CNI Amount shall be a negative number, 100% of such negative number); plus

     (b) the aggregate Net Proceeds and the Fair Market Value of property or assets received (x) by the Borrower as capital contributions to the Borrower after the Closing Date or from the issuance or sale of its Capital Stock (other than Disqualified Capital Stock) after the Closing Date (other than Excluded Contributions) or (y) by the Borrower or any Subsidiary from the issuance and sale by the Borrower or any Subsidiary after the Closing Date of Indebtedness that shall have been converted into or exchanged for Capital Stock (other than Disqualified Capital Stock) of the Borrower or any Parent Entity, plus the amount of any cash and the Fair Market Value of any property or assets, received by the Borrower or any Subsidiary upon such conversion or exchange; minus

     (c) the sum of the aggregate amount of dividends, payments and distributions made after the Closing Date pursuant to Section 7.7(b), Investments made after the Closing Date and then outstanding pursuant to Section 7.8(q), acquisitions made after the Closing Date pursuant to Section 7.9(b)(ii)(y) and payments, prepayments, repurchases or redemptions made after the Closing Date pursuant to Section 7.11(a)(y)(1).

     For purposes of the foregoing and Sections 7.8(e), 7.8(f), 7.8(l), 7.8(p), 7.8(q) and 7.8(r) the amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Borrower’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment; provided, that to the extent that the amount of Investments outstanding at any time pursuant to Section 7.8(q) is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Available Amount pursuant to paragraph (a) above, such portion of such amount or value shall not be so included.

     “Available CNI Amount”: for any period, the net income (loss) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP and before any reduction in respect of preferred stock dividends; provided, that there shall not be included in such Available CNI Amount:

     (a) solely for purposes of determining the amount available under clause (a) of the definition of “Available Amount” to pay or make dividends, payments and distributions pursuant to Section 7.7(b), any net income (loss) of any Subsidiary that is not a Guarantor if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Subsidiary, directly or indirectly, to the Borrower by operation of the terms of such Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Subsidiary or its stockholders (other than (i) restrictions that have been waived or otherwise released and (ii) restrictions in effect on the Closing Date with respect to a Subsidiary and other restrictions with respect to such Subsidiary that taken as a whole are not materially less favorable to the Lenders than such restrictions in effect on the Closing Date), except that (A) the Borrower’s equity in the net income of any such Subsidiary for such period shall be included in such Available CNI

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Amount up to the aggregate amount of any dividend or distribution that was or that could have been made by such Subsidiary during such period to the Borrower or another Subsidiary (subject, in the case of a dividend that could have been made to another Subsidiary, to the limitation contained in this clause) and (B) the net loss of such Subsidiary shall be included to the extent of the aggregate Investment of the Borrower or any of its other Subsidiaries in such Subsidiary;

     (b) any gain or loss realized upon the sale or other disposition of any asset of the Borrower or any Subsidiary (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the board of directors of the Borrower);

     (c) any item classified as an extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges associated with the Transactions and any related transactions, and any acquisition, merger or consolidation after the Closing Date);

     (d) the cumulative effect of a change in accounting principles;

     (e) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness;

     (f) any unrealized gains or losses in respect of any foreign exchange contract, currency swap agreement or other similar agreement or arrangements (including derivative agreements or arrangements);

     (g) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person;

     (h) any non-cash compensation charge arising from any grant of stock, stock options or other equity based awards;

     (i) to the extent otherwise included in such Available CNI Amount, any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Borrower or any Subsidiary owing to the Borrower or any Subsidiary; and

     (j) any non-cash charge, expense or other impact attributable to application of the purchase method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase accounting adjustments).

     In the case of any unusual or nonrecurring gain, loss or charge not included in such Available CNI Amount pursuant to clause (c) above in any determination thereof, the Borrower will deliver an officer’s certificate to the Administrative Agent promptly after the date on which such Available CNI Amount is so determined, setting forth the nature and amount of such unusual or nonrecurring gain, loss or charge.

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     “Available Excluded Contribution Amount”: the aggregate amount of Excluded Contributions, minus the sum of (i) the aggregate amount of dividends, payments and distributions made after the Closing Date pursuant to Section 7.7(a), (ii) the aggregate amount of Investments made after the Closing Date and then outstanding pursuant to Section 7.8(r), (iii) the aggregate amount of consideration paid for acquisitions made after the Closing Date pursuant to Section 7.9(b)(iii) and (iv) the aggregate amount of payments, prepayments, repurchases or redemptions made pursuant to Section 7.11(a)(y)(2).

     “benefited Lender”: as defined in Section 10.7(a).

     “Board”: the Board of Governors of the Federal Reserve System.

     “Borrower”: as defined in the Preamble hereto.

     “Borrowing”: the borrowing of one Type of Term Loan of a single Tranche by the Borrowers from all the Lenders having Commitments of the respective Tranche on a given date or resulting from a conversion or conversions on such date, having in the case of Eurocurrency Loans the same Interest Period.

     “Borrowing Date”: as defined in Section 5.2(c).

     “Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, Houston, Texas or Atlanta, Georgia are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

     “Calculation Date”: as defined in Section 7.1(b).

     “Capital Expenditures”: with respect to any Person for any period, the aggregate of all expenditures by such Person and its consolidated Subsidiaries during such period (exclusive of expenditures made (i) for investments permitted by Section 7.8 and (ii) for acquisitions permitted by Section 7.9) which, in accordance with GAAP, are or should be included in capital expenditures.

     “Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.

     “Cash Collateral Agreement”: the Cash Collateral Agreement, dated as of May 21, 2009, between the Borrower and Wachovia Bank, National Association, as the same may be amended, modified and/or supplemented from time to time.

     “Cash Equivalents”: (a) securities issued or fully guaranteed or insured by the United States government or any political subdivision, agency or instrumentality thereof, (b) securities issued or fully guaranteed or insured by any state, commonwealth or territory of the United States of America or any political subdivision, agency or instrumentality of any such state,

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commonwealth or territory having, at the time of acquisition, an investment grade rating from either Standard & Poor’s Ratings Group (a division of The McGraw Hill Companies Inc.) or any successor rating agency (“S&P”) or Moody’s Investors Service, Inc. or any successor rating agency (“Moody’s”) (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Administrative Agent in its reasonable judgment), (c) time deposits, certificates of deposit or bankers’ acceptances of (i) any Lender or Affiliate thereof or (ii) any commercial bank having capital and surplus in excess of $250,000,000 in the case of domestic banks and $100,000,000 (or the dollar equivalent thereof) in the case of foreign banks, (d) commercial paper rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Administrative Agent in its reasonable judgment), (e) repurchase obligations for underlying obligations of the types described in clauses (a), (b) and (d) above entered into with any commercial bank meeting the qualifications specified in clause (c) above or with securities dealers of recognized national standing, (f) investments in money market funds complying with the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission under the Investment Company Act, and (g) investments similar to any of the foregoing denominated in foreign currencies approved by the board of directors of the Borrower, in each case provided in clauses (a), (b), (c), (d) and (e) above only, maturing within twelve months after the date of acquisition.

     “CD&R”: Clayton, Dubilier & Rice, Inc. and any successor in interest thereto or successor to CD&R’s investment management business.

     “CD&R Holders”: CD&R, the CD&R Investors and any of their respective Affiliates.

     “CD&R Investors”: Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P. and their respective successors in interest thereto.

     “Change in Consolidated Working Capital”: for any period, a positive or negative number equal to the amount of Consolidated Working Capital at the beginning of such period minus the amount of Consolidated Working Capital at the end of such period, which number shall be adjusted as follows: (x) if such number is a positive number, it shall be adjusted by subtracting from such number the positive number, if any, equal to any net decrease in ABL Availability during such period, and (y) if such number is a negative number, it shall be adjusted by adding to such number the positive number, if any, equal to any net increase in ABL Availability during such period.

     “Change in Tax Law”: with respect to any Agent, Lender or other Person, any change in treaty, law or regulation in respect of Taxes, in each case, that occurred after such Agent, Lender or Person, as the case may be, became a party to this Agreement (or, if such Agent, Lender or Person is an intermediary or flow-through entity for U.S. federal income tax purposes, after the relevant beneficiary or member of such Agent, Lender or Person, as the case may be, became such a beneficiary or member, if later); provided, however, that Change in Tax Law shall not include any change in any treaty, law or regulation to reflect, in whole or in part, any proposed rule modification relating to the qualification as a qualified intermediary, payments to a nonqualified intermediary or payments to foreign entities described in the General Explanations

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of the Administration’s Fiscal Year 2010 Revenue Proposals of the Department of the Treasury, May 2009.

     “Change of Control”: the occurrence of any of the following events: (i)(x) the Permitted Holders shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of (A) if the Borrower is not a Subsidiary of any Parent Entity, shares of Voting Stock having less than 35% of the total voting power of all outstanding shares of the Borrower and (B) if the Borrower is a Subsidiary of any Parent Entity, shares of Voting Stock having less than 35% of the total voting power of all outstanding shares of such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) and (y) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, shall be the “beneficial owner” of (A) if the Borrower is not a Subsidiary of any Parent Entity, shares of Voting Stock having more than 35% of the total voting power of all outstanding shares of the Borrower and (B) if the Borrower is a Subsidiary of any Parent Entity, shares of Voting Stock having more than 35% of the total voting power of all outstanding shares of such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity), and (ii) the Continuing Directors shall cease to constitute a majority of the members of the board of directors of the Borrower.

     “Closing Date”: as defined in Section 5.1.

     “Code”: the Internal Revenue Code of 1986, as amended from time to time.

     “Collateral”: all assets of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

     “Collateral Agent”: as defined in the Preamble hereto.

     “Commitment”: as to any Lender, the Tranche B Term Loan Commitments of such Lender.

     “Commonly Controlled Entity”: an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Sections 414(m) and (o) of the Code.

     “Conduit Lender”: any special purpose corporation organized and administered by any Lender for the purpose of making Term Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument delivered to the Administrative Agent (a copy of which shall be provided by the Administrative Agent to the Borrower on request); provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations under this Agreement, including its obligation to fund a Term Loan if, for any reason, its Conduit Lender fails to fund any such Term Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to any payment pursuant to any provision of this Agreement, including without limitation Sections 3.9, 3.10,

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3.11 or 10.5, in an amount greater than the designating Lender would have been entitled to in respect of the extensions of credit made by such Conduit Lender if such designating Lender had not designated such Conduit Lender hereunder, (b) be deemed to have any Tranche B Term Loan Commitment or (c) be designated if such designation would otherwise increase the costs of any Facility to the Borrower.

     “Consolidated Current Portion of Long Term Debt”: at the date of determination thereof, the current portion of Consolidated Long Term Debt that is included in Consolidated Short Term Debt.

     “Consolidated Indebtedness”: at the date of determination thereof, an amount equal to (a) all indebtedness for borrowed money of the Borrower and its Subsidiaries as determined on a consolidated basis in accordance with GAAP and as disclosed on the Borrower’s consolidated balance sheet minus (b) the lesser of (i) the aggregate amount of cash included in the cash accounts listed on the consolidated balance sheet of the Borrower and its Subsidiaries as at such date to the extent such cash is not classified as “restricted” for financial statement purposes and (ii) $50,000,000.

     “Consolidated Interest Expense”: for any period, an amount equal to (a) interest expense (accrued and paid or payable in cash for such period, and in any event excluding any amortization or write off of financing costs) on Indebtedness of the Borrower and its Subsidiaries for such period minus (b) interest income (accrued and received or receivable in cash for such period) of the Borrower and its Subsidiaries for such period, in each case determined on a consolidated basis in accordance with GAAP.

     “Consolidated Leverage Ratio”: as of the last day of any period, the ratio of (a) Consolidated Indebtedness on such day to (b) EBITDA for such period.

     “Consolidated Long Term Debt”: at the date of determination thereof, all long term debt of the Borrower and its Subsidiaries as determined on a consolidated basis in accordance with GAAP and as disclosed on the Borrower’s consolidated balance sheet most recently delivered under Section 6.1.

     “Consolidated Net Income”: for any period, net income of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

     “Consolidated Short Term Debt”: at the date of determination thereof, all short term debt of the Borrower and its Subsidiaries as determined on a consolidated basis in accordance with GAAP and as disclosed on the Borrower’s consolidated balance sheet most recently delivered under Section 6.1.

     “Consolidated Tangible Assets”: as of any date of determination, the total assets less the sum of the goodwill, net, and other intangible assets, net, in each case reflected on the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the most recently ended fiscal quarter of the Borrower for which such a balance sheet is available, determined on a consolidated basis in accordance with GAAP; provided, that Consolidated Tangible Assets shall not be less than $581,000,000.

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     “Consolidated Working Capital”: at the date of determination thereof, the aggregate amount of all current assets (excluding cash, Cash Equivalents, and deferred taxes and income taxes receivable recorded as current assets) minus the aggregate amount of all current liabilities (excluding indebtedness under the ABL Facility, the Consolidated Current Portion of Long Term Debt, working capital indebtedness of Foreign Subsidiaries, and deferred taxes and accrued income taxes payable recorded as current liabilities), in each case determined on a consolidated basis for the Borrower and its Subsidiaries.

     “Continuing Directors”: the directors of the Borrower on the Closing Date, after giving effect to the Transactions and the other transactions contemplated thereby, and each other director if, in each case, such other director’s nomination for election to the board of directors of the Borrower is recommended by at least a majority of the then Continuing Directors or the election of such other director is approved by one or more Permitted Holders.

     “Contractual Obligation”: as to any Person, any provision of any material security issued by such Person or of any material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

     “Convertible Notes”: 2.125% Convertible Senior Subordinated Notes Due 2024 of NCI Building Systems, Inc., issued on November 16, 2004.

     “Convertible Notes Indenture”: the Indenture, dated as of November 16, 2004, between the Borrower and The Bank of New York, as trustee.

     “Convertible Note Account”: has the meaning given in the Investment Agreement.

     “Cumulative Excess Cash Flow”: the sum of Excess Cash Flow (but not less than zero) for the fiscal year ending on October 31, 2010 and Excess Cash Flow (but not less than zero in any period) for each succeeding and completed fiscal year. For purposes of such calculation, Excess Cash Flow shall be calculated without reduction for any amount applied as contemplated by clause (b) of the definition of the term “Not Otherwise Applied.”

     “Cumulative Term Loan Amortization”: as of any date of determination, the aggregate principal amount of Term Loans repaid, prepaid, repurchased or otherwise acquired or retired (other than scheduled installment payments pursuant to Section 2.3) from the Closing Date to the date of determination.

     “Cumulative Term Loan Amortization Not Otherwise Applied”: with reference to any amount of Cumulative Term Loan Amortization, such amount thereof that was not previously applied by the Borrower to the Required Amortization Amount and thereby to waive application of Section 7.1(a), as provided in Section 7.1(b).

     “Default”: any of the events specified in Section 8.1, whether or not any requirement for the giving of notice (other than, in the case of Section 8.1(e), a Default Notice), the lapse of time, or both, or any other condition specified in Section 8.1, has been satisfied.

     “Default Notice”: as defined in Section 8.1(e).

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     “Defaulting Lender”: any Lender which fails to advance a loan required to be made by it pursuant to the terms of a syndicated facility or has become insolvent.

     “Deposit Account”: any deposit account (as such term is defined in Article 9 of the UCC).

     “Disinterested Director”: as defined in Section 7.10.

     “Disposition”: as defined in Section 7.6.

     “Disqualified Capital Stock”: any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) is mandatorily redeemable in whole or in part prior to the Termination Date, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) prior to the Termination Date for (i) Indebtedness or any Capital Stock referred to in clause (a) above, or (c) contains any mandatory repurchase obligation which comes into effect prior to the Termination Date, provided that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of a change in control or a sale or other Disposition of property or assets shall not constitute Disqualified Capital Stock.

     “Dollars” and “$”: dollars in lawful currency of the United States of America.

     “Domestic Subsidiary”: any Subsidiary of the Borrower which is not a Foreign Subsidiary.

     “EBITDA”: for any period, Consolidated Net Income for such period adjusted (i) to exclude the following items (without duplication) of income or expense to the extent that such items are included in the calculation of Consolidated Net Income: (a) Consolidated Interest Expense, (b) any non-cash expenses and charges, (c) the provision or benefit for income taxes, (d) depreciation expense, (e) the expense associated with amortization of intangible and other assets (including amortization or other expense recognition of any costs associated with asset write-ups in accordance with FAS Nos. 141 and 142), (f) non-cash provisions for reserves for discontinued operations, (g) any extraordinary, unusual or non-recurring gains or losses or charges or credits, including but not limited to any expenses relating to the Transactions, (h) any gain or loss associated with the sale or write-down of assets not in the ordinary course of business, (i) any income or loss attributable to noncontrolling interests, and (j) any income or loss accounted for by the equity method of accounting (except in the case of income to the extent of the amount of cash dividends or cash distributions paid to the Borrower or any of its Subsidiaries by the entity accounted for by the equity method of accounting). For the purposes of calculating EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any time during such Reference Period (and after the Closing Date) the Borrower or any of its Subsidiaries shall have made any Material Disposition, the EBITDA for such Reference Period

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shall be reduced by an amount equal to the EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period (and after the Closing Date) the Borrower or any of its Subsidiaries shall have made a Material Acquisition, EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto in accordance with Regulation S-X as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that (x) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (y) involves the payment of consideration by the Borrower or any of its Subsidiaries in excess of $5,000,000; and “Material Disposition” means any disposition of property or series of related dispositions of property that (x) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (y) yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $5,000,000. Notwithstanding anything to the contrary contained in this definition, solely for the purposes of the calculation of the Consolidated Leverage Ratio, EBITDA of the Borrower and its consolidated Subsidiaries shall be: (x) for the four fiscal quarter period ending last day of the first fiscal quarter commencing after closing, four times EBITDA for the last fiscal quarter in such period, (y) for the four fiscal quarter period ending last day of second quarter commencing after closing two times EBITDA for the last two fiscal quarters in such period and (z) for the four fiscal quarter period ending last day of third fiscal quarter commencing after closing 4/3 times EBITDA for the last three fiscal quarters in such period.

     “ECF Payment Date”: as defined in Section 3.4(c)(ii).

     “ECF Percentage”: 50%, provided that with respect to any fiscal year, the ECF Percentage shall be reduced to zero if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 4.00 to 1.00.

     “Environmental Costs”: any and all costs or expenses (including attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, fines, penalties, damages, settlement payments, judgments and awards), of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to, any actual or alleged violation of, noncompliance with or liability under any Environmental Laws. Environmental Costs include any and all of the foregoing, without regard to whether they arise out of or are related to any past, pending or threatened proceeding of any kind.

     “Environmental Laws”: any and all U.S. or foreign federal, state, provincial, territorial, foreign, local or municipal laws, rules, orders, enforceable guidelines, orders-in-council, regulations, statutes, ordinances, codes, decrees, and such requirements of any Governmental Authority properly promulgated and having the force and effect of law or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health (as it relates to exposure to Materials of Environmental Concern) or the environment, as have been, or now or at any relevant time hereafter are, in effect.

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     “Environmental Permits”: any and all permits, licenses, registrations, notifications, exemptions and any other authorization required under any Environmental Law.

     “Equity Investment”: as defined in the Preamble hereto.

     “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “Eurocurrency Base Rate”: with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, the rate per annum determined by the Administrative Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest 1/100^th of 1%) of the offered rates for deposits in Dollars with a term comparable to such Interest Period that appears on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to or substitute for such service as determined by Agent) at approximately 11:00 A.M., London time, on the second full Business Day preceding the first day of such Interest Period; provided, that the Eurocurrency Base Rate shall not be less than 2.00% per annum.

     “Eurocurrency Loans”: Term Loans the rate of interest applicable to which is based upon the Eurocurrency Rate.

     “Eurocurrency Rate”: with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100^th of 1%):

Eurocurrency Base Rate

1.00 - Eurocurrency Reserve Requirements

     “Eurocurrency Reserve Requirements”: for any day as applied to a Eurocurrency Loan, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

     “Event of Default”: any of the events specified in Section 8.1, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

     “Excess Cash Flow”: for any period, EBITDA minus, without duplication, (a) any Capital Expenditures made in cash during such period, minus (b) any principal payments, purchases or other retirements (other than principal payments during such period pursuant to Section 3.4(c) unless and to the extent that the event giving rise to such mandatory prepayment causes an increase in EBITDA) of the Term Loans made during such period), minus (c) any principal payments, purchases or other retirements resulting in a permanent reduction of any other Indebtedness (other than the Convertible Notes) of the Borrower or any of its Subsidiaries made during such period, minus (d) Consolidated Interest Expense for such period, minus (e) any

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taxes paid or payable in cash or by way of offsetting against refunds due to the Borrower or any of its Subsidiaries for or in such period, minus (f) the Net Cash Proceeds from any Asset Sale to the extent that such Net Cash Proceeds (i) (without duplication of clause (a) or (g) of this definition) consist of any Reinvested Amount or are otherwise applied in accordance with Section 3.4(c) and (ii) are included in the calculation of EBITDA, minus (g) (without duplication of clause (a) of this definition) any Investment or acquisition made in accordance with Sections 7.8(e), 7.8(h), 7.8(l) or 7.8(p) (without giving effect to the proviso thereto), 7.8(q) or 7.9, minus (h) (without duplication of clause (b) or (c) of this definition) the proceeds of any Sale and Leaseback Transactions entered into by the Borrower or any of its Subsidiaries during such period in the ordinary course of its business to the extent included in EBITDA, minus (i) to the extent not otherwise subtracted from EBITDA in this definition of “Excess Cash Flow”, any cash dividends made during such period by the Borrower, so long as such dividends are expressly permitted by Section 7.7, minus (j) to the extent not otherwise reflected in a reduction of EBITDA, the amount of any cash contributions required by law to be made by the Borrower or any of its Subsidiaries to any Plan, minus (k) to the extent included in calculating EBITDA, any cash expenses relating to the Transactions, minus (l) any earnings of a Foreign Subsidiary included in EBITDA for such period (except to the extent such earnings are used for any purposes described in clauses (a) through (k) above) to the extent such Foreign Subsidiary is subject to legal, contractual or other restrictions, directly or indirectly, on paying dividends or making distributions, directly or indirectly, to the Borrower or any other Subsidiary thereof, including but not limited to pursuant to the terms of any Indebtedness of such Foreign Subsidiary, minus (m) to the extent included in calculating EBITDA for such period, any 2009 Tax Refund or any portion thereof, plus (n) the Change in Consolidated Working Capital for such period.

     “Exchange Act”: the Securities Exchange Act of 1934, as amended from time to time.

     “Excluded Contribution”: Net Proceeds, or the Fair Market Value of property or assets, received by the Borrower as capital contributions to the Borrower after the Closing Date or from the issuance or sale (other than to a Subsidiary) of Capital Stock (other than Disqualified Capital Stock of the Borrower), in each case to the extent designated as an Excluded Contribution by the Borrower and not previously included in the calculation of Available Amount for purposes of determining whether a dividend, payment or distribution may be made pursuant to Section 7.7(b), an Investment may be made pursuant to Section 7.8(q), an acquisition may be made pursuant to Section 7.9(b)(ii)(y) or an optional payment may be made pursuant to Section 7.11(a)(y)(1).

     “Excluded Taxes”: with respect to any Agent, Lender or other Person, any (a) Taxes measured by or imposed upon the net income of such Agent, Lender or Person, (b) franchise Taxes, branch Taxes, Taxes on doing business or Taxes measured by or imposed upon the overall capital or net worth of such Agent, Lender or Person and (c) Taxes imposed by reason of any activity or other connection of such Agent, Lender or Person in the jurisdiction imposing such Tax, excluding any activity or connection arising solely from such Agent, Lender or Person having executed, delivered or performed its obligations under, or received payment under or enforced, this Agreement or the Notes.

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     “Exempt Sale and Leaseback Transaction”: any Sale and Leaseback Transaction (a) in which the sale or transfer of property occurs within 90 days of the acquisition of such property by the Borrower or any of its Subsidiaries or (b) that involves property with a book value of $5,000,000 or less, and is not part of a series of related Sale and Leaseback Transactions involving property with an aggregate value in excess of such amount and entered into with a single Person or group of Persons.

     “Existing Mortgages”: the mortgages, deeds of trust and deeds to secure debt set forth in Schedule D.

     “Existing Term Loans”: as defined in Section 2.5(b).

     “Extension of Credit”: as to any Lender, the making of a Term Loan by such Lender.

     “Facility”: the Tranche B Term Loan Commitments and the Term Loans made thereunder.

     “Factoring Transaction”: any transaction or series of transactions entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary sells, conveys or otherwise transfers accounts receivable of the Borrower or such Subsidiary to a non-related third party factor.

     “Fair Market Value”: with respect to any asset or property, the fair market value of such asset or property as determined in good faith by the board of directors of the Borrower, whose determination will be conclusive.

     “Federal Funds Effective Rate”: as defined in the definition of the term “ABR” in this Section 1.1.

     “Financing Lease”: any lease by such Person of property, real or personal, for which the obligations of the lessee are required in accordance with GAAP to be capitalized on the balance sheet of such lessee; provided, that, if at any time an operating lease of such lessee is required to be recharacterized as a Financing Lease after the date hereof as a result of a change in GAAP, then for purposes hereof such lease shall not be deemed a Financing Lease. The stated maturity of any Indebtedness under a Financing Lease shall be the scheduled date under the terms thereof of the last payment of rent or any other amount due under such Financing Lease.

     “FIRREA”: the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time.

     “Fiscal Period End Date”: as defined in Section 7.1(b).

     “fiscal year”: any period of twelve consecutive months ending on the Sunday closest to October 31 of any calendar year.

     “Foreign Pension Plan”: a registered pension plan which is subject to applicable pension legislation other than ERISA or the Code, which a Subsidiary sponsors or maintains, or to which it makes or is obligated to make contributions.

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     “Foreign Plan”: each Foreign Pension Plan, deferred compensation or other retirement or superannuation plan, fund, program, agreement, commitment or arrangement whether oral or written, funded or unfunded, sponsored, established, maintained or contributed to, or required to be contributed to, or with respect to which any liability is borne, outside the United States of America, by the Borrower or any of its Subsidiaries, other than any such plan, fund, program, agreement or arrangement sponsored by a Governmental Authority.

     “Foreign Subsidiary”: (i) any Subsidiary of the Borrower that is not organized under the laws of the United States of America or any state thereof or the District of Columbia and any Subsidiary of such Foreign Subsidiary and (ii) any Foreign Subsidiary Holdco.

     “Foreign Subsidiary Holdco”: any Subsidiary of the Borrower that has no material assets other than securities or Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof) and other assets relating to an ownership interest in any such securities, Indebtedness, intellectual property or Subsidiaries.

     “GAAP”: with respect to the covenant contained in Section 7.1 and all defined terms relating thereto, and the defined terms “Available CNI Amount” and “Consolidated Tangible Assets,” generally accepted accounting principles in the United States of America in effect on the Closing Date, and, for all other purposes under this Agreement, generally accepted accounting principles in the United States of America in effect from time to time.

     “Governmental Authority”: any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

     “Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement delivered to the Collateral Agent as of the date hereof, substantially in the form of Exhibit B, as the same may be amended, supplemented, waived or otherwise modified from time to time.

     “Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any such obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee

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Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

     “guaranteeing person”: as defined in the definition of the term “Guarantee Obligation” in this Section 1.1.

     “Guarantor”: each Domestic Subsidiary of the Borrower (other than any Domestic Subsidiary of a Foreign Subsidiary) which becomes a party to the Guarantee and Collateral Agreement as a guarantor thereunder of the monetary obligations of the Borrower under the Loan Documents, in each case, unless and until such time as the respective Guarantor ceases to constitute a Domestic Subsidiary of the Borrower or is released from its obligations as such a guarantor under the Guarantee and Collateral Agreement in accordance with the terms and conditions thereof.

     “Indebtedness”: of any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than trade liabilities incurred in the ordinary course of business), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under Financing Leases, (d) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (e) for purposes of Section 7.2 and Section 8.1(e) only, all obligations of such Person in respect of Interest Rate Protection Agreements, and (f) all indebtedness or obligations of the types referred to in the preceding clauses (a) through (e) to the extent secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof.

     “Indemnification Agreement”: the Indemnification Agreement, dated as of October 20, 2009, between the Borrower and the CD&R Investors, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

     “Indemnified Liabilities”: as defined in Section 10.5.

     “Indemnitee”: as defined in Section 10.5.

     “Individual Lender Exposure”: as to any Lender, such Lender’s Term Loan Exposure.

     “Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

     “Insolvent”: pertaining to a condition of Insolvency.

     “Intellectual Property”: as defined in Section 4.7.

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     “Intercreditor Agreement”: the Intercreditor Agreement dated as of the date hereof among the Administrative Agent and the Collateral Agent and the administrative agent and the collateral agent under the ABL Facility, and acknowledged by certain of the Loan Parties, substantially in the form of Exhibit D, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms thereof.

     “Intercreditor Agreement Supplement”: as defined in Section 9.9(a).

     “Interest Payment Date”: (a) as to any ABR Loan, the last day of each March, June, September and December to occur while such Term Loan is outstanding, and the final maturity date of such Term Loan, (b) as to any Eurocurrency Loan having an Interest Period of three months or less, the last day of such Interest Period, and (c) as to any Eurocurrency Loan having an Interest Period longer than three months, (i) each day which is three months, or a whole multiple thereof, after the first day of such Interest Period and (ii) the last day of such Interest Period.

     “Interest Period”: with respect to any Eurocurrency Loan:

     (i) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurocurrency Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and

     (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurocurrency Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; and

provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(A) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(B) any Interest Period that would otherwise extend beyond the Termination Date shall (for all purposes other than Section 3.11) end on the Termination Date;

(C) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

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(D) the Borrower shall select Interest Periods so as not to require a scheduled payment of any Eurocurrency Loan during an Interest Period for such Term Loan.

     “Interest Rate Protection Agreement”: any interest rate protection agreement, interest rate future, interest rate option, interest rate cap or collar or other interest rate hedge arrangement to or under which the Borrower or any of its Subsidiaries is or becomes a party or a beneficiary.

     “Investment Documents”: the Investment Agreement, the Stockholders Agreement, the Registration Rights Agreement, the Indemnification Agreement and the Series B Preferred Stock CoD.

     “Investment Agreement”: the Investment Agreement, dated as of August 14, 2009, between the Borrower and the CD&R Investors, as amended on each of August 28, 2009, August 31, 2009, October 8, 2009 and October 16, 2009, as the same now exists or may hereafter be further amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

     “Investment Company Act”: the Investment Company Act of 1940, as amended from time to time.

     “Investments”: as defined in Section 7.8.

     “Judgment Currency”: as defined in Section 10.8(a).

     “Judgment Currency Date”: as defined in Section 10.8(a).

     “Lenders”: the several banks and other financial institutions from time to time parties to this Agreement together with, in each case, any affiliate of any such bank or financial institution through which such bank or financial institution elects, by notice to the Administrative Agent and the Borrower, to make any Term Loans available to the Borrower, provided that for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any of the requirements of any Loan Document or any Default or Event of Default and its consequences or (c) any other matter as to which a Lender may vote or consent pursuant to Section 10.1 hereof, the bank or financial institution making such election shall be deemed the “Lender” rather than such affiliate, which shall not be entitled to so vote or consent.

     “Lien”: any mortgage, pledge, hypothecation, assignment, security deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Financing Lease having substantially the same economic effect as any of the foregoing).

     “Loan”: a Term Loan, collectively, the “Loans”.

     “Loan Documents”: this Agreement, any Notes, the Intercreditor Agreement, the Guarantee and Collateral Agreement and any other Security Documents, each as amended, supplemented, waived or otherwise modified from time to time.

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     “Loan Parties”: the Borrower and each Subsidiary of the Borrower that is a party to a Loan Document; individually, a “Loan Party”.

     “Management Investors”: the collective reference to the officers, directors, employees and other members of the management of the Borrower or any of its Subsidiaries, or family members or relatives thereof or trusts for the benefit of any of the foregoing, who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, common stock of the Borrower or any Parent Entity.

     “Management Subscription Agreements”: one or more stock subscription, stock option, grant or other agreements which have been or may be entered into between the Borrower or any Parent Entity and one or more Management Investors (or any of their heirs, successors, assigns, legal representatives or estates), with respect to the issuance to and/or acquisition, ownership and/or disposition by any of such parties of common stock of the Borrower or any Parent Entity, or options, warrants, units or other rights in respect of common stock of the Borrower or any Parent Entity, any agreements entered into from time to time by transferees of any such stock, options, warrants or other rights in connection with the sale, transfer or reissuance thereof, and any assumptions of any of the foregoing by third parties, as amended, supplemented, waived or otherwise modified from time to time.

     “Material Adverse Effect”: a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability as to any Loan Party party thereto of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent, the Collateral Agent and the Lenders under the Loan Documents taken as a whole.

     “Material Subsidiaries”: Subsidiaries of the Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

     “Materials of Environmental Concern”: any hazardous or toxic substances or materials or wastes defined, listed, or regulated as such in or under, or which may give rise to liability under, any applicable Environmental Law, including gasoline, petroleum (including crude oil or any fraction thereof), petroleum products or by-products, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

     “Maximum Consolidated Leverage Ratio”: as at the last day of any period of four consecutive fiscal quarters of the Borrower ending on any date set forth below, the Consolidated Leverage Ratio set forth below opposite such period:

Four Fiscal Quarter Period Ending	Consolidated Leverage Ratio
October 30, 2011	5.00:1.00
January 29, 2012	4.75:1.00
April 29, 2012	4.50:1.00

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Four Fiscal Quarter Period Ending	Consolidated Leverage Ratio
July 29, 2012	4.25:1.00
October 28, 2012	4.00:1.00
January 27, 2013	3.875:1.00
April 28, 2013	3.75:1.00
July 28, 2013	3.625:1.00
November 3, 2013 and each fiscal quarter end date thereafter	3.50:1.00

     “Moody’s”: as defined in the definition of “Cash Equivalents” in this Section 1.1.

     “Mortgaged Properties”: the collective reference to the real properties owned in fee by the Loan Parties described on Schedule 4.6, including all buildings, improvements, structures and fixtures now or subsequently located thereon and owned by any such Loan Party; individually, a “Mortgaged Property”

     “Mortgages”: each of the mortgages, deeds of trust and deeds to secure debt executed and delivered by any Loan Party to the Administrative Agent, substantially in the form of Exhibit C or in such other form as shall be reasonably acceptable to the Borrower and the Administrative Agent, as the same may be amended, supplemented, waived or otherwise modified from time to time. For the avoidance of doubt, the amendment and restatement of an Existing Mortgage shall constitute a “Mortgage” hereunder.

     “Most Recent Four Quarter Period”: the four fiscal quarter period of the Borrower ending on the last date of the most recently completed fiscal year or quarter for which financial statements of the Borrower have been (or have been required to be) delivered under
Section 6.1 (a) or (b).

     “Multiemployer Plan”: a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

     “Net Cash Proceeds”: with respect to any Asset Sale, any Recovery Event, or the issuance of any debt securities or any borrowings by the Borrower or any of its Subsidiaries pursuant to Section 7.2(c), an amount equal to the gross proceeds in cash and Cash Equivalents of such Asset Sale, Recovery Event, issuance or borrowing, net of (a) reasonable attorneys’ fees, accountants’ fees, brokerage, consultant and other customary fees, underwriting commissions and other reasonable fees and expenses actually incurred in connection with such Asset Sale, Recovery Event, issuance or borrowing, (b) Taxes paid or reasonably estimated to be payable as a result thereof, (c) appropriate amounts provided or to be provided by the Borrower or any of its Subsidiaries as a reserve, in accordance with GAAP, with respect to any liabilities associated with such Asset Sale or Recovery Event and retained by the Borrower or any such Subsidiary after such Asset Sale or Recovery Event and other appropriate amounts to be used by the

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Borrower or any of its Subsidiaries to discharge or pay on a current basis any other liabilities associated with such Asset Sale or Recovery Event, (d) in the case of an Asset Sale or Recovery Event of or involving an asset subject to a Lien securing any Indebtedness, payments made and installment payments required to be made to repay such Indebtedness, including payments in respect of principal, interest and prepayment premiums and penalties, and (e) in the case of an Asset Sale or Recovery Event of or involving an asset of any Foreign Subsidiary, any amount which may not be applied as provided in Section 3.4(c) pursuant to any applicable legal, contractual or other restrictions including but not limited to pursuant to the terms of any Indebtedness of any Foreign Subsidiary.

     “Net Proceeds”: with respect to any issuance or sale of any securities or incurrence of indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary, or any capital contribution, means the cash proceeds of such issuance, sale or contribution net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance, sale or contribution and net of Taxes paid or payable as a result thereof.

     “New Parent”: as defined in Section 7.6(e).

     “New Tranche B Term Loan Committed Amount”: has the meaning given in the Third Amendment.

     “Non-Consenting Lender”: as defined in Section 10.1(e).

     “Non-Defaulting Lender”: Any Lender other than a Defaulting Lender.

     “Non-Excluded Taxes”: any Taxes other than Excluded Taxes.

     “Not Otherwise Applied” means, with reference to any amount of Excess Cash Flow, that such amount (a) was not required to be applied to prepay the Term Loans pursuant to Section 3.4(c), and (b) was not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) and remains contingent on receipt of such amount or utilization of such amount for a specified purpose. The Borrower shall promptly notify the Administrative Agent of any application of such amount as contemplated by clause (b) above.

     “Notes”: the Term Loan Notes.

     “Obligation Currency”: as defined in Section 10.8(a).

     “Offer”: as defined in Section 3.4(b).

     “Offer Loans”: as defined in Section 3.4(b).

     “Original Credit Agreement”: as defined in the Recitals.

     “Original Collateral”: Collateral, as defined in the Original Security Agreement

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     “Original Security Agreement”: the Security Agreement, dated as of June 18, 2004, between the Borrower, the subsidiary guarantors party thereto, and the Administrative Agent.

     “Original Security Documents”: the Original Security Agreement, any pledge agreements, any account control agreements and any and all other agreements, instruments and documents entered into or delivered pursuant to or in connection with a security interest in the Original Collateral pursuant to the Original Credit Agreement; for the avoidance of doubt, the Existing Mortgages are not included in the defined term “Original Security Documents”.

     “Other Representatives”: Wells Fargo Securities, LLC, in its capacity as bookrunner and lead arranger of the Commitments hereunder.

     “Parent Entity”: any Person of which the Borrower becomes a Subsidiary after the Closing Date that is designated by the Borrower as a “Parent Entity,” provided that either (x) immediately prior to becoming a Parent Entity, such Person was a Subsidiary of Borrower and became a Parent Entity pursuant to a merger of another Subsidiary with Borrower in which the Voting Stock of Borrower was exchanged for or converted into Voting Stock of such Person (or the right to receive such Voting Stock) or (y) immediately after the Borrower first becomes a Subsidiary of such Person, more than 50% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50% of the Voting Stock of the Borrower or a Parent Entity of the Borrower immediately prior to the Borrower first becoming such Subsidiary.

     “Participants”: as defined in Section 10.6(b)(vii).

     “Patriot Act”: as defined in Section 10.19.

     “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor thereto).

     “Permitted Hedging Arrangement”: agreements or arrangements relating to interest, currency, commodity or other hedging entered into, purchased or otherwise acquired by the Borrower or any of its Subsidiaries for bona fide hedging purposes.

     “Permitted Holders”: (a) CD&R, any CD&R Investor and any of their respective Affiliates; (b) any investment fund or vehicle managed, sponsored or advised by CD&R or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle, (c) any limited or general partners of, or other investors in, any CD&R Investor or any Affiliate thereof, or any such investment fund or vehicle, (d) any Management Investors and (e) any Person acting in the capacity of an underwriter in connection with a public or private offering of Capital Stock of the Borrower or any Parent Entity, and in each case their successors and assigns.

     “Permitted Liens”: as defined in Section 7.3.

     “Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

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     “Plan”: at a particular time, any employee benefit plan which is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA.

     “Preferred Stock”: the Series B Cumulative Convertible Participating Preferred Stock, par value $1.00 per share, of the Borrower.

     “primary obligations”: as defined in the definition of the term “Guarantee Obligation” in this Section 1.1.

     “primary obligor”: as defined in the definition of the term “Guarantee Obligation” in this Section 1.1.

     “Prime Rate”: as defined in the definition of the term “ABR” in this Section 1.1.

     “rate of exchange”: as defined in Section 10.8(c).

     “Recovery Event”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any of its Subsidiaries giving rise to Net Cash Proceeds to the Borrower or such Subsidiary, as the case may be, in excess of $1,000,000, to the extent that such settlement or payment does not constitute reimbursement or compensation for amounts previously paid by the Borrower or any of its Subsidiaries in respect of such casualty or condemnation.

     “Reference Period”: as defined in the definition of the term “EBITDA” of this Section 1.1.

     “Refinance”: with respect to any then outstanding Indebtedness, the issuance of Indebtedness issued or given in exchange for, or the proceeds of which are used to, extend, refinance, renew, replace, substitute or refund, in whole or in part, such theretofore outstanding Indebtedness.

     “Register”: as defined in Section 10.6(b).

     “Registration Rights Agreement”: the Registration Rights Agreement, dated as of October 20, 2009, between the Borrower and the CD&R Investors, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof..

     “Regulation S-X”: Regulation S-X promulgated by the Securities and Exchange Commission, as in effect on the Closing Date.

     “Regulation T”: Regulation T of the Board as in effect from time to time.

     “Regulation U”: Regulation U of the Board as in effect from time to time.

     “Regulation X”: Regulation X of the Board as in effect from time to time.

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     “Reinvested Amount”: with respect to any Asset Sale permitted by Section 7.6(i) or Recovery Event, that portion of the Net Cash Proceeds thereof (which portion shall not exceed, with respect to any Asset Sale occurring on or after the Closing Date (but not any Recovery Event and excluding any amount applied to permit any acquisition pursuant to Section 7.9(b)(ii)), $40,000,000 minus the aggregate Reinvested Amounts with respect to all such Asset Sales on or after the Closing Date) as shall, according to a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent within 30 days of such Asset Sale or Recovery Event, be reinvested in the business of the Borrower and its Subsidiaries in a manner consistent with the provisions hereof within 180 days of the receipt of such Net Cash Proceeds with respect to any such Asset Sale or Recovery Event or, if such reinvestment is in a project authorized by the board of directors of the Borrower that will take longer than such 180 days to complete, the period of time necessary to complete such project; provided that if any such certificate of a Responsible Officer is not delivered to the Administrative Agent on the date of such Asset Sale or Recovery Event, subject to the terms of the Intercreditor Agreement, any Net Cash Proceeds of such Asset Sale or Recovery Event shall be immediately deposited in a cash collateral account, established at the Administrative Agent or to be held as collateral in favor of the Administrative Agent as applicable, for the benefit of the Lenders on terms reasonably satisfactory to the Administrative Agent, and shall remain on deposit in such cash collateral account until such certificate of a Responsible Officer is delivered to the Administrative Agent.

     “Related Taxes”: (x) any taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than federal, state or local taxes measured by income and federal, state or local withholding imposed by any government or other taxing authority on payments made by any Parent Entity other than to another Parent Entity), required to be paid by any Parent Entity by virtue of its being incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the Borrower, any of its Subsidiaries or any Parent Entity), or being a holding company parent of the Borrower, any of its Subsidiaries or any Parent Entity or receiving dividends from or other distributions in respect of the Capital Stock of the Borrower, any of its Subsidiaries or any Parent Entity, or having guaranteed any obligations of the Borrower or any Subsidiary thereof, or having made any payment in respect of any of the items for which the Borrower or any of its Subsidiaries is permitted to make payments to any Parent Entity pursuant to Section 7.7, or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights (including but not limited to receiving or paying royalties for the use thereof) relating to the business or businesses of the Borrower or any Subsidiary thereof, or (y) any other federal, state, foreign, provincial or local taxes measured by income for which any Parent Entity is liable up to an amount not to exceed, with respect to federal taxes, the amount of any such taxes that the Borrower and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated basis as if the Borrower had filed a consolidated return on behalf of an affiliated group (as defined in Section 1504 of the Code or an analogous provision of state, local or foreign law) of which it were the common parent, or with respect to state and local taxes, the amount of any such taxes that the Borrower and its Subsidiaries would have been required to pay on a separate company basis, or on a combined basis as if the Borrower had filed a combined return on behalf of an affiliated group consisting only of the Borrower and its Subsidiaries.

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     “Reorganization”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

     “Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under Sections .13, .14, .16, .18, .19 or .20 of PBGC Reg. § 2615 or any successor regulation thereto.

     “Required Amortization Amount”: as defined in Section 7.1(b).

     “Required Lenders”: Lenders the sum of whose outstanding Individual Lender Exposures represent at least a majority of the sum of the aggregate amount of all outstanding Term Loans of Non-Defaulting Lenders, excluding any Lender that is a CD&R Holder other than with respect to any consent, approval, vote or other action of Required Lenders that would result in a disproportionate impact or effect on any Lender that is a CD&R Holder (as Lender) in relation to one or more Lenders that are not CD&R Holders.

     “Requirement of Law”: as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, statute, ordinance, code, decree, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its material property or to which such Person or any of its material property is subject, including laws, ordinances and regulations pertaining to zoning, occupancy and subdivision of real properties; provided that the foregoing shall not apply to any non-binding recommendation of any Governmental Authority.

     “Responsible Officer”: as to any Person, any of the following officers of such Person: (a) the chief executive officer or the president of such Person and, with respect to financial matters, the chief financial officer, the treasurer or the controller of such Person, (b) any vice president of such Person or, with respect to financial matters, any assistant treasurer or assistant controller of such Person, who has been designated in writing to the Administrative Agent as a Responsible Officer by such chief executive officer or president of such Person or, with respect to financial matters, such chief financial officer of such Person, (c) with respect to Section 6.7 and without limiting the foregoing, the general counsel of such Person and (d) with respect to ERISA matters, the senior vice president – human resources (or substantial equivalent) of such Person.

     “Rollover Indebtedness”: Existing Indebtedness of the Borrower and its Subsidiaries identified on Schedule B hereto, in each case that remains outstanding after the Closing Date.

     “S&P”: as defined in the definition of the term “Cash Equivalents” in this Section 1.1.

     “Sale and Leaseback Transaction”: any arrangement with any Person providing for the leasing by the Borrower or any of its Subsidiaries of real or personal property which has been or is to be sold or transferred by the Borrower or any such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or such Subsidiary.

     “Secured Parties”: as defined in the Guarantee and Collateral Agreement.

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     “Securities Act”: the Securities Act of 1933, as amended from time to time.

     “Security Documents”: the collective reference to each Mortgage related to any Mortgaged Property, the Guarantee and Collateral Agreement and all other similar security documents hereafter delivered to the Collateral Agent granting a Lien on any asset or assets of any Person to secure the obligations and liabilities of the Loan Parties hereunder and/or under any of the other Loan Documents or to secure any guarantee of any such obligations and liabilities, including any security documents executed and delivered or caused to be delivered to the Collateral Agent pursuant to Section 6.9(b), in each case as amended, supplemented, waived or otherwise modified from time to time.

     “Senior Notes”: as defined in Section 7.2(c).

     “Series B Preferred Stock CoD”: the Certificate of Designations, Preferences and Rights of Series B Cumulative Convertible Participating Preferred Stock of NCI Building Systems, Inc., dated October 20, 2009.

     “Set”: the collective reference to Eurocurrency Loans of a single Tranche, the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Term Loans shall originally have been made on the same day).

     “Single Employer Plan”: any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

     “Solvent” and “Solvency”: with respect to any Person on a particular date, the condition that, on such date, (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small amount of capital.

     “Stockholders Agreement”: the Stockholders Agreement, dated as of October 20, 2009, between the Borrower and the CD&R Investors, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

     “Subordinated Indebtedness”: as defined in Section 7.2(c).

     “Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity (a) of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned by such Person, or (b) the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person and, in the case of this clause (b), which is treated as a consolidated subsidiary for accounting purposes. Unless otherwise

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qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

     “Target Amortization Amount”: as defined in the definition of the term “Applicable Margin” in this Section 1.1.

     “Tax Sharing Agreement” means any Tax Sharing Agreement entered into between the Borrower and any Parent Entity, substantially in the form of Exhibit G or otherwise in form and substance reasonably satisfactory to the Administrative Agent.

     “Taxes”: any and all present or future income, stamp or other taxes, levies, imposts, duties, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority.

     “Tax Refund Calculation Date”: (i) each day on which the Borrower or any Subsidiary receives a 2009 Tax Refund of U.S. federal income taxes and (ii) the last day of any fiscal quarter of the Borrower if during such fiscal quarter the Borrower and its Subsidiaries have received 2009 Tax Refunds of state income taxes, in the aggregate, in excess of $100,000, provided that if, during any fiscal quarter, the Borrower and its Subsidiaries have received 2009 Tax Refunds of state income taxes that, in the aggregate, do not exceed $100,000, then the amount of such 2009 Tax Refunds received in such fiscal quarter shall be treated as being received by the Borrower and its Subsidiaries in the immediately following fiscal quarter for the purpose of this clause (ii).

     “Tax Refund Prepayment Date”: as defined in Section 3.4(c)(iii).

     “Term Loan”: each Term Loan advanced pursuant to the Facility.

     “Term Loan Exposure”: as to any Lender, at any time, the amount of unpaid Term Loans made by such Lender pursuant to Section 2.1.

     “Term Loan Lender”: any Lender having a Tranche B Term Loan Commitment hereunder and/or a Term Loan outstanding hereunder.

     “Term Loan Note”: each Term Loan Note as defined in Section 2.2 and each New Term Loan Note.

     “Term Loan Percentage”: as to any Term Loan Lender at any time, the percentage which such Lender’s Term Loans then outstanding constitutes of the aggregate Term Loans then outstanding.

     “Term Loan Prepayment”: as defined in Section 5.1(b).

     “Termination Date”: the date that is four years and six months from the Closing Date.

     “Third Amendment”: as defined in the recitals.

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     “Third Amendment Effective Date”: has the meaning given in the Original Credit Agreement.

     “Total Credit Percentage”: as to any Lender at any time, the percentage of the aggregate Total Commitment then constituted by such Lender’s Commitment.

     “Total Commitment”: at any time, the sum of the Commitments of each of the Lenders at such time.

     “Total Lender Exposure”: at any time, the sum of all Individual Lender Exposures.

     “Total Term Loan Commitment”: at any time, the sum of the Tranche B Term Loan Commitments of all of the Lenders at such time.

     “Tranche”: each tranche of Loans available hereunder, with there being one on the Closing Date; namely Term Loans.

     “Tranche B Term Loan Commitment”: as to any Lender, its obligation to make Term Loans to the Borrower; collectively, as to all the Term Loan Lenders, the “Tranche B Term Loan Commitments”.

     “Transactions”: as defined in Section 5.1(b).

     “Transferee”: any Participant or Assignee.

     “Type”: the type of Loan determined based on the currency in which the same is denominated, and the interest option applicable thereto, with there being multiple Types of Term Loans hereunder, namely ABR Loans and Eurocurrency Loans.

     “UCC”: the Uniform Commercial Code as in effect in the State of New York from time to time.

     “Underfunding”: the excess of the present value of all accrued benefits under a Plan (based on those assumptions used to fund such Plan), determined as of the most recent annual valuation date, over the value of the assets of such Plan allocable to such accrued benefits.

     “Unscheduled Assumed Indebtedness”: existing Indebtedness of the Borrower and its Subsidiaries identified on Schedule C, which (i) does not constitute Rollover Indebtedness, (ii) will not be repaid in connection with the Transactions and (iii) has material terms and conditions reasonably satisfactory to the Required Lenders.

     “U.S. Tax Compliance Certificate”: as defined in Section 3.10(b).

     “Voting Stock”: shares of Capital Stock entitled to vote generally in the election of directors.

     “Wholly Owned Domestic Subsidiary”: as to any Person, any Domestic Subsidiary of such Person that is a Wholly Owned Subsidiary of such Person.

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     “Wholly Owned Subsidiary”: as to any Person, any Subsidiary of such Person of which such Person owns, directly or indirectly through one or more Wholly Owned Subsidiaries, all of the Capital Stock of such Subsidiary other than directors qualifying shares or shares held by nominees.

     Section 1.2 Other Definitional Provisions.

     (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any Notes, any other Loan Document or any certificate or other document made or delivered pursuant hereto.

     (b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

     (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

     (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

ARTICLE II

AMOUNT AND TERMS OF COMMITMENTS

     Section 2.1 Term Loans.

     (a) On the date of this Agreement, upon and subject to the terms and conditions of this Agreement, each Lender holds Term Loans initially funded under the Original Credit Agreement and outstanding hereunder, in the aggregate principal amount set forth opposite such Lender’s name in Schedule A, in each case as such amounts may be adjusted or reduced pursuant to the terms hereof. The Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in Section 3.8 and Section 3.9, all Term Loans comprising the same borrowing shall at all times be of the same Type.

     (b) Once repaid, Term Loans outstanding hereunder may not be reborrowed.

     Section 2.2 Term Loan Notes. Each Lender in possession of any promissory notes issued by the Borrower evidencing obligations under Original Credit Agreement prior to the Closing Date shall return such promissory notes to the Borrower no later than the Closing Date, whereupon such returned promissory notes shall be marked “Cancelled” and new replacement promissory notes in the form of Exhibit A (each, as amended, supplemented, replaced or

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otherwise modified from time to time, a “Term Loan Note”) issued to such Lender in equal principal amount. Any Term Loan Notes issued prior to the Closing Date not so tendered for exchange shall be void and deemed cancelled. Each Term Loan Note issued with respect to Term Loans provided under the initial Term Loan Commitment shall be dated the Closing Date and each Term Loan Note issued with respect to Term Loans provided under the New Tranche B Term Loan Committed Amount shall be dated the Third Amendment Effective Date. Each Term Loan Note shall be payable as provided in Section 2.1 and provide for the payment of interest in accordance with Section 3.1.

     Section 2.3 Repayment of Term Loans.

     The aggregate Term Loans of all the Lenders shall be payable in consecutive quarterly installments from and after the Closing Date to and including the Termination Date (subject to reduction as provided in Section 3.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Term Loans then outstanding):

Date	Amount
The last day of each March, June, September and December to occur (x) on or after the first day of the second calendar quarter to commence after the Closing Date and (y) prior to the Termination Date	0.25% of the aggregate principal amount of all outstanding Term Loans as of such date
Termination Date	All unpaid aggregate principal amounts of any outstanding Term Loans

     Section 2.4 Record of Term Loans.

     (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Term Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

     (b) The Administrative Agent shall maintain the Register pursuant to Section 10.6(b), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Term Loan made hereunder, the Type thereof and each Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

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     (c) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.4(a) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Term Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

     Section 2.5 Additional Commitments.

     (a) Requests for Additional Commitments. So long as no Default or Event of Default exists or would arise therefrom, at any time and from time to time prior to the Termination Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional Tranche B Term Loan Commitments under the Facility or under a new term loan credit facility to be included under the Facility (the “Additional Commitments”). Any Additional Commitments shall be in an aggregate principal amount that (x) is not less than $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (y) together with the aggregate principal amount of all Additional Commitments previously obtained pursuant to this Section 2.5 does not exceed the sum of $50,000,000.

     (b) Ranking and Other Provisions. The additional Term Loans made pursuant to Additional Commitments (the “Additional Term Loans”) (i) shall have the same guarantees as, and be secured on a pari passu basis in right of payment and security by the same Collateral securing, the previously outstanding Term Loans (the “Existing Term Loans”) (to the extent such guarantees and such security in such Collateral can be reasonably obtained without material cost or risk, and subject to legal limitations and tax structuring considerations), (ii) shall have a stated maturity date not earlier than the Termination Date and (iii) except as set forth above, shall be treated substantially the same as the Existing Term Loans, provided that any or all of the terms and conditions of or applicable to any Additional Term Loans may (at the Borrower’s option) be different from those of the Existing Term Loans.

     (c) Additional Amendments. Each notice from the Borrower pursuant to this Section 2.5 shall set forth the requested amount and proposed terms of the relevant Additional Commitment. Additional Commitments (or any portion thereof) may be made by any existing Lender or by any other bank or entity (any such bank or other financial institution, an “Additional Lender”), in each case on terms permitted in this Section 2.5 or otherwise on terms reasonably acceptable to the Administrative Agent. No Lender shall be obligated to provide any Additional Commitments unless it so agrees. Commitments in respect of any additional Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Additional Term Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower as of the Additional Term Loan Closing Date (as defined below), each Lender agreeing to provide such Additional Commitment, if any, each Additional Lender, if any (each such Lender or Additional Lender, an “Additional Committing Lender”), and the Administrative Agent. An Additional Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or

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appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.5.

     (d) Certain Conditions. The effectiveness of any Additional Term Loan Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, be subject to the satisfaction on the date thereof (each, an “Additional Term Loan Closing Date”) of each of the following conditions:

     (i) the Administrative Agent shall have received on or prior to the Additional Term Loan Closing Date each of the following, each dated the applicable Additional Term Loan Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Term Loan Amendment executed by each Additional Committing Lender and the Borrower; (B) certified copies of resolutions of the board of directors of the Borrower as of the Additional Term Loan Closing Date, approving the execution, delivery and performance of the Additional Term Loan Amendment; and (C) to the extent requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Term Loan Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent;

     (ii) the conditions precedent set forth in Section 5.2 shall have been satisfied both before and after giving effect to such Additional Term Loan Amendment and the Additional Term Loan provided thereby;

     (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Term Loan Closing Date; and

     (iv) after giving effect, on a pro forma basis, to the issuance of the Additional Term Loans, the Consolidated Leverage Ratio of the Borrower as of the last day of the Most Recent Four Quarter Period shall be less than 4.00 to 1.00.

ARTICLE III

GENERAL PROVISIONS APPLICABLE TO TERM LOANS

     Section 3.1 Interest Rates and Payment Dates.

     (a) Each Eurocurrency Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurocurrency Rate determined for such day plus the Applicable Margin in effect for such day.

     (b) Each ABR Loan shall bear interest for each day that it is outstanding at a rate per annum equal to the ABR for such day plus the Applicable Margin in effect for such day.

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     (c) If all or a portion of (i) the principal amount of any Term Loan, (ii) any interest payable thereon or (iii) any other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is (x) in the case of overdue principal, the rate that would otherwise be applicable thereto pursuant to the relevant foregoing provisions of this Section plus 2.00%, (y) in the case of overdue interest, the rate that would be otherwise applicable to principal of the related Term Loan pursuant to the relevant foregoing provisions of this Section (other than clause (x) above) plus 2.00% and (z) in the case of, fees, commissions or other amounts, the rate described in paragraph (b) of this Section for ABR Loans plus 2.00%, in each case from the date of such non-payment until such amount is paid in full (as well after as before judgment).

     (d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

     (e) It is the intention of the parties hereto to comply strictly with applicable usury laws; accordingly, it is stipulated and agreed that the aggregate of all amounts which constitute interest under applicable usury laws, whether contracted for, charged, taken, reserved, or received, in connection with the indebtedness evidenced by this Agreement or any Notes, or any other document relating or referring hereto or thereto, now or hereafter existing, shall never exceed under any circumstance whatsoever the maximum amount of interest allowed by applicable usury laws.

     Section 3.2 Conversion and Continuation Options.

     (a) The Borrower may elect from time to time to convert outstanding Term Loans from Eurocurrency Loans made or outstanding in Dollars to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Term Loans made or outstanding in Dollars from ABR Loans to Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurocurrency Loans outstanding in Dollars shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurocurrency Loans made or outstanding in Dollars and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Term Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Termination Date.

     (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Term Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1,

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provided that no Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Termination Date, and provided, further, that (A) if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (B) if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to clause (i) of the preceding proviso, such Eurocurrency Loans will be continued for the shortest available Interest Periods as determined by the Administrative Agent. Upon receipt of any such notice of continuation pursuant to this Section 3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

     Section 3.3 Minimum Amounts of Sets.

     All borrowings, conversions and continuations of Term Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Eurocurrency Loans outstanding in Dollars comprising each Set shall be equal to $2,000,000 or a whole multiple of $1,000,000 in excess thereof and so that there shall not be more than 15 Sets at any one time outstanding.

     Section 3.4 Optional and Mandatory Prepayments.

     (a) Optional Prepayment. The Borrower may at any time and from time to time prepay the Term Loans made to it, in whole or in part, subject to Section 3.11, without premium or penalty, upon at least three Business Days’ irrevocable notice by the Borrower to the Administrative Agent (in the case of Eurocurrency Loans outstanding), at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans outstanding). Such notice shall specify, in the case of any prepayment of Term Loans, the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Section 3.11 and accrued interest to such date on the amount prepaid; provided that, notwithstanding anything to the contrary in this Section 3.4(a), the Borrower may rescind any notice of prepayment under this Section 3.4(a), if such prepayment would have resulted from a refinancing of this Facility, which refinancing shall not be consummated or shall otherwise be delayed. Partial prepayments of the Term Loans pursuant to this Section 3.4(a) shall be applied to such installment or installments thereof at the Borrower may elect; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety.

     (b) Optional Repurchase. Notwithstanding anything to the contrary contained in this Section 3.4 or any other provision of this Agreement and without otherwise limiting the rights in

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respect of prepayments of the Term Loans of the Borrower and its Subsidiaries, the Borrower or any Subsidiary of the Borrower may repurchase outstanding Term Loans pursuant to this Section 3.4 on the following basis:

     (i) The Borrower or any Subsidiary of the Borrower may make one or more offers (each, an “Offer”) to repurchase all or any portion of the Term Loans (such Term Loans, the “Offer Loans”) of Term Loan Lenders; provided that, (A) the Borrower shall have used commercially reasonable efforts to have the Facility rated by Standard & Poor’s and Moody’s prior to the proposed consummation date of such Offer, (B) Standard & Poor’s shall not have issued, or indicated that it will issue, a rating with respect to the Facility of SD or D and Moody’s shall not have issued, or indicated that it will issue, a rating with respect to the Facility of C, in each case with such rating to be in effect at the time of the proposed consummation date of such Offer, (C) the Borrower or such Subsidiary delivers a notice of such Offer to the Administrative Agent and all Term Loan Lenders no later than noon (New York City time) at least five Business Days in advance of a proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted, (2) the maximum dollar amount of such Offer, (3) the repurchase price per dollar of principal amount of such Offer Loans at which the Borrower or such Subsidiary is willing to repurchase such Offer Loans and (4) the instructions, consistent with this Section 3.4 with respect to the Offer, that a Term Loan Lender must follow in order to have its Offer Loans repurchased; (D) the Borrower or such Subsidiary shall hold such Offer open for a minimum period of two Business Days; (E) a Term Loan Lender who elects to participate in the Offer may choose to sell all or part of such Term Loan Lender’s Offer Loans; and (F) such Offer shall be made to Term Loan Lenders holding the Offer Loans on a pro rata basis in accordance with the respective principal amount then due and owing to the Term Loan Lenders; provided, further that, if any Term Loan Lender elects not to participate in the Offer, either in whole or in part, the amount of such Term Loan Lender’s Offer Loans not being tendered shall be excluded in calculating the pro rata amount applicable to the balance of such Offer Loans;

     (ii) In addition to any repurchase pursuant to Section 3.4(b)(i) above, the Borrower or any Subsidiary of the Borrower may repurchase all or any portion of the Term Loans held by (x) any Lender on terms mutually acceptable to the Borrower or such Subsidiary and to such Lender or (y) any CD&R Holder pursuant to and in accordance with the provisions of the Stockholders Agreement;

     (iii) With respect to all repurchases made by the Borrower or a Subsidiary of the Borrower, such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 3.4 in an amount equal to the aggregate principal amount of such Term Loans, provided that such repurchases shall not be subject to the provisions of Section 3.7 and Section 3.11;

     (iv) Following any repurchase by the Borrower or any Subsidiary of the Borrower pursuant to this Section 3.4, (A) all principal and accrued and unpaid interest on the Term Loans so repurchased shall be deemed to have been paid for all purposes and no longer outstanding (and may not be resold by the Borrower or such Subsidiary), for all

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purposes of this Agreement and all other Loan Documents, (B) the Borrower or any Subsidiary of the Borrower, as the case may be, will promptly advise the Administrative Agent of the total amount of Offer Loans that were repurchased from each Lender who elected to participate in the Offer; and (C) unless otherwise consented to by the Borrower, each Lender participating in such repurchase shall surrender to the Borrower any outstanding Notes held by it all or a portion of which are being repurchased and such Notes shall be marked “cancelled” by the Borrower; and

     (v) Failure by the Borrower or a Subsidiary of the Borrower to make any payment to a Lender required by an agreement permitted by this Section 3.4(b) shall not constitute an Event of Default under Section 8.1(a).

     (c) Mandatory Prepayments.

     (i) If on or after the Closing Date (1) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money pursuant to Section 7.2(c) pursuant to a public offering or private placement or otherwise, (2) the Borrower or any other Loan Party shall make an Asset Sale pursuant to Section 7.6(i) or (3) a Recovery Event occurs, then, in each case, if and to the extent the applicable Net Cash Proceeds are not required to be applied to the payment of obligations of the Borrower or the other borrowers under the ABL Facility, the Borrower shall prepay, in accordance with this Section 3.4(c), the Term Loans in an amount equal to: (A) in the case of the incurrence of any such Indebtedness other than Subordinated Indebtedness, 100% of the Net Cash Proceeds thereof, (B) in the case of the incurrence of any such Indebtedness that is Subordinated Indebtedness, 50% of the Net Cash Proceeds thereof; and (C) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof, in each case minus any Reinvested Amounts, with such prepayment to be made no later than the Business Day following the date of receipt of any such Net Cash Proceeds except that, in the case of clause (C), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in Section 1.1 and the Borrower has not elected to reinvest such proceeds (or portion thereof, as the case may be), such prepayment to be made on the earlier of (x) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (y) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition.

     (ii) On or before the date that is fifteen Business Days after the 90th day following the end of each fiscal year of the Borrower ending on or after October 31, 2010 (each, an “ECF Payment Date”), the Borrower shall, in accordance with Section 3.4(d) and Section 3.4(e), apply toward the prepayment of the Term Loans an amount equal to (x) the ECF Percentage of (i) the Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid or repurchased pursuant to Section 3.4(a) or Section 3.4(b) (in each case, other than any principal amount of Term Loans so prepaid or repurchased that has previously been applied by the Borrower pursuant to Section 3.4(c)(iii) to reduce the amount of any prepayment of Term Loans otherwise required pursuant to Section 3.4(c)(iii)), and any

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ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility, in each case during such fiscal year excluding prepayments funded with proceeds from the incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid or repurchased pursuant to Section 3.4(a) or Section 3.4(b) (in each case, other than any principal amount of Term Loans so prepaid or repurchased that has previously been applied by the Borrower pursuant to Section 3.4(c)(iii) to reduce the amount of any prepayment of Term Loans otherwise required pursuant to Section 3.4(c)(iii)), and any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding prepayments funded with proceeds from the incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this Section 3.4(c) for any prior ECF Payment Date). For the avoidance of doubt, for purposes of this Section 3.4(c), proceeds from the incurrence of long-term Indebtedness shall not be deemed to include proceeds from the incurrence of Indebtedness under the ABL Facility or any other revolving credit or working capital financing.

     (iii) On or before the date (each such date, a “Tax Refund Prepayment Date”) that is 45 calendar days after each Tax Refund Calculation Date, the Borrower shall, in accordance with Section 3.4(d) and Section 3.4(e), prepay the Term Loans in an amount equal to the Tax Refund Prepayment Amount (if greater than zero) with respect to such Tax Refund Calculation Date. As used herein, the term “Tax Refund Prepayment Amount” with respect to any Tax Refund Calculation Date means the amount equal to the excess of (1) the greater of (x) $10 million and (y) 50% of the aggregate amount of all 2009 Tax Refunds received by the Borrower and its Subsidiaries from the date of this Agreement to such Tax Refund Calculation Date over (2) the aggregate principal amount of Term Loans prepaid or repurchased pursuant to Section 3.4(a) or Section 3.4(b) (in each case, other than any principal amount of Term Loans so prepaid or repurchased that has previously been applied by the Borrower pursuant to Section 3.4(c)(ii) to reduce the amount of any prepayment of Term Loans otherwise required pursuant to Section 3.4(c)(ii)) or prepaid pursuant to this Section 3.4(c)(iii), in each case from the date of this Agreement to the Tax Refund Prepayment Date corresponding to such Tax Refund Calculation Date.

     (iv) Nothing in this paragraph (c) shall limit the rights of the Agents and the Lenders set forth in Article VIII. Prepayments of Term Loans pursuant to this Section 3.4(c) shall be applied to reduce the remaining amortization payments in forward order of maturity. No prepayment of Term Loans pursuant to this Section 3.4(c) shall be in an amount greater than the then outstanding balance of the Term Loans.

     (d) Amounts prepaid or deemed prepaid on account of Term Loans pursuant to Section 3.4(a), 3.4(b) and 3.4(c) may not be reborrowed.

     (e) Notwithstanding the foregoing provisions of this Section 3.4, if at any time any prepayment of the Term Loans pursuant to Sections 3.4(a) or 3.4(c) would result, after giving

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effect to the procedures set forth in this Agreement, in the Borrower incurring breakage costs under Section 3.11 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid), to be held as security for the obligations of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be requested by the Borrower); provided that, such unpaid Eurocurrency Loans shall continue to bear interest in accordance with Section 3.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans have or has been prepaid.

     Section 3.5 Computation of Interest and Fees.

     (a) Interest (other than interest based on the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed; and commitment fees and interest based on the Prime Rate shall be calculated on the basis of a 365- (or 366-day year, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of each determination of a Eurocurrency Rate. Any change in the interest rate on a Term Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate.

     (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower or any Lender, deliver to the Borrower or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Section 3.1, excluding any Eurocurrency Base Rate which is based upon the Telerate British Bankers Assoc. Interest Settlement Rates Page and any ABR Loan which is based upon the Prime Rate.

     Section 3.6 Inability to Determine Interest Rate.

     If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (a) any Eurocurrency Term Loans the rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be

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made as ABR Loans (to the extent otherwise permitted by Section 3.2) and (b) any Term Loans that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans (to the extent otherwise permitted by Section 3.2).

     Section 3.7 Pro Rata Treatment and Payments.

     (a) Each payment (including each prepayment but excluding prepayments pursuant to Section 3.8 or Section 3.12(d) and purchases pursuant to Section 3.4(b)) by the Borrower on account of principal of and interest on any Term Loans shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the Term Loans then held by the respective Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees, or otherwise, shall be made without set-off or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders holding the relevant Term Loan, at the Administrative Agent’s office specified in Section 10.2, in Dollars, in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to such Lenders, if any such payment is received prior to 1:00 P.M., New York City time, on a Business Day, in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

     (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to such Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower in respect of such borrowing a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate as quoted by the Administrative Agent for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, (x) the Administrative Agent shall notify the Borrower of the failure of such Lender to make such amount available to the Administrative

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Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans hereunder on demand, from the Borrower and (y) then the Borrower may, without waiving or limiting any rights or remedies it may have against such Lender hereunder or under applicable law or otherwise, borrow a like amount on an unsecured basis from any commercial bank for a period ending on the date upon which such Lender does in fact make such borrowing available, provided that at the time such borrowing is made and at all times while such amount is outstanding the Borrower would be permitted to borrow such amount pursuant to Section 2.1.

     Section 3.8 Illegality.

     Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful for any Lender to make or maintain any Eurocurrency Loans as contemplated by this Agreement (“Affected Loans”), (a) such Lender shall promptly give written notice of such circumstances to the Borrower and the Administrative Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Lender hereunder to make Affected Loans, continue Affected Loans as such and convert an ABR Loan to an Affected Loan shall forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or maintain such Affected Loans, such Lender shall then have a commitment only to make an ABR Loan when an Affected Loan is requested (to the extent otherwise permitted by Section 3.2), (c) such Lender’s Term Loans then outstanding as Affected Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Term Loans or within such earlier period as required by law (to the extent otherwise permitted by Section 3.2) and (d) such Lender’s Term Loans then outstanding as Affected Loans, if any, not otherwise permitted to be converted to ABR Loans by Section 3.2 shall, upon notice to the Borrower, be prepaid with accrued interest thereon on the last day of the then current Interest Period with respect thereto (or such earlier date as may be required by any such Requirement of Law). If any such conversion or prepayment of an Affected Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 3.11.

     Section 3.9 Requirements of Law.

     (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender):

     (i) shall subject such Lender to any tax of any kind whatsoever with respect to any Eurocurrency Loans made or maintained by it or its obligation to make or maintain Eurocurrency Loans, or change the basis of taxation of payments to such Lender in respect thereof in each case, except for Non-Excluded Taxes and Taxes measured by or imposed upon the net income, or franchise Taxes, or Taxes measured by or imposed upon overall capital or net worth, or branch Taxes (in the case of such capital, net worth or

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branch taxes, imposed in lieu of such net income Tax), of such Lender or its applicable lending office, branch, or any affiliate thereof;

     (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurocurrency Rate hereunder; or

     (iii) shall impose on such Lender any other condition (excluding any Tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurocurrency Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable with respect to such Eurocurrency Loans, provided that, in any such case, the Borrower may elect to convert the Eurocurrency Loans made by such Lender hereunder to ABR Loans (to the extent, in the case of Eurocurrency Loans, such Eurocurrency Loans are denominated in Dollars and, in all cases, to the extent such Loans are permitted by Section 3.2) by giving the Administrative Agent at least one Business Day’s notice of such election, in which case the Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Section 3.9(a) and such amounts, if any, as may be required pursuant to Section 3.11. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the events described in this paragraph (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

     (b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority, in each case, made subsequent to the Closing Date, does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within ten Business Days after submission by such Lender to the Borrower (with a copy to the Administrative Agent)

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of a written request therefor certifying (x) that one of the events described in this paragraph (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender or corporation and a reasonably detailed explanation of the calculation thereof, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Such a certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

     (c) Notwithstanding anything to the contrary this Section 3.9, no Borrower shall be required to pay any amount with respect to any additional cost or reduction specified in paragraph (a) or paragraph (b) above, to the extent such additional cost or reduction is attributable, directly or indirectly, to the application of, compliance with or implementation of specific capital adequacy requirements or new methods of calculating capital adequacy, including any part or “pillar” (including Pillar 2), of the International Convergence of Capital Measurement Standards: a Revised Framework, published by the Basel Committee on Banking Supervision in June 2004, or any implementation, adoption (whether voluntary or compulsory) thereof, whether by an EC Directive or the FSA Integrated Prudential Sourcebook or any other law or regulation, or otherwise.

     Section 3.10 Taxes.

     (a) Except as provided below in this Section 3.10 or as required by law, all payments made by the Borrower and the Administrative Agent under this Agreement and the Notes shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if any Non-Excluded Taxes are required to be withheld from any amounts payable by the Administrative Agent or the Borrower to any Agent or any Lender under this Agreement or the Notes, the amounts so payable by the Borrower shall be increased to the extent necessary to yield to such Agent or Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the Borrower shall be entitled to deduct and withhold, and shall not be required to indemnify for, any Non-Excluded Taxes, and any amounts payable by the Borrower or any Agent to, or for the account of, any Agent or any Lender shall not be increased (i) if such Agent or Lender fails to comply with the requirements of paragraph (b) or (c) of this Section 3.10 or Section 3.12 or (ii) with respect to any Non-Excluded Taxes (x) imposed in connection with the payment of any fees under this Agreement or the Notes or (y) imposed by the United States or any state or political subdivision thereof unless such Non-Excluded Taxes are imposed as a result of a Change in Tax Law applicable to such Agent or Lender, as the case may be. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of the applicable Lender a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the applicable

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Agent or Lender for any incremental taxes, interest or penalties incurred by such Agent or Lender as a result of any such failure.

     (b) Each Agent and each Lender that is a “United States person” (within the meaning of Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or prior to the Closing Date or, in the case of an Agent or Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 10.6, on the date of such assignment or transfer to such Agent or Lender, two accurate and complete original signed copies of Internal Revenue Service Form W-9 (or successor form), in each case certifying that such Agent or Lender is a “United States person” (within the meaning of Section 7701(a)(30) of the Code) and to such Agent’s or Lender’s entitlement as of such date to a complete exemption from U.S. federal backup withholding Tax with respect to payments to be made under this Agreement and under any Note. Each Agent and each Lender that is not a “United States person” (within the meaning of Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or prior to the Closing Date or, in the case of an Agent or Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 10.6, on the date of such assignment or transfer to such Agent or Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (claiming the benefits of an income tax treaty) (or successor forms), in each case certifying to such Agent’s or Lender’s entitlement as of such date to a complete exemption from U.S. federal withholding tax with respect to payments to be made under this Agreement and under any Note, (ii) if such Agent or Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (claiming the benefits of an income tax treaty) (or successor form) pursuant to clause (i) above, (x) two certificates substantially in the form of Exhibit E (any such certificate, a “U.S. Tax Compliance Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (claiming the benefits of the portfolio interest exemption) (or successor form) certifying to such Agent’s or Lender’s entitlement as of such date to a complete exemption from U.S. federal withholding tax with respect to payments of interest to be made under this Agreement and under any Note or (iii) if such Agent or Lender is a non-U.S. intermediary or flow-through entity for U.S. federal income tax purposes, two accurate and complete signed copies of Internal Revenue Service Form W-8IMY (and all necessary attachments, including to the extent applicable, U.S. Tax Compliance Certificates) certifying to such Agent’s or Lender’s entitlement as of such date to a complete exemption from U.S. federal withholding tax with respect to payments to be made under this Agreement and under any Note. In addition, each Agent and Lender agrees that from time to time after the Closing Date, when the passage of time or a change in circumstances renders the previous certification obsolete or inaccurate, such Agent or Lender shall deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-9, Internal Revenue Service Form W-8ECI, Form W-8BEN (claiming the benefits of an income tax treaty), or Form W-8BEN (claiming the benefits of the portfolio interest exemption) and a U.S. Tax Compliance Certificate, or Form W-8IMY (with respect to a non-U.S. intermediary or flow-through entity), as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Agent or Lender to a continued exemption from U.S. withholding tax with respect to payments under this Agreement and any Note, unless there has been a Change in Tax Law applicable to such Agent or Lender which renders all such forms inapplicable or which would prevent such Agent or Lender from duly completing and delivering

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any such form with respect to it, in which case such Agent or Lender shall promptly notify the Borrower and the Administrative Agent of its inability to deliver any such form.

     (c) Each Agent and each Lender shall, upon request by the Borrower, deliver to the Borrower or the applicable Governmental Authority, as the case may be, any form or certificate required in order that any payment made under this Agreement or any Note to such Agent or Lender may be made free and clear of, and without deduction or withholding for or on account of any Taxes (or to allow any such deduction or withholding to be made at a reduced rate), provided that such Agent or Lender is legally entitled to complete, execute and deliver such form or certificate. Each Person that shall become a Lender or a Participant pursuant to Section 10.6 shall, upon the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements pursuant to this Section 3.10, provided that in the case of a Participant the obligations of such Participant pursuant to paragraph (b) or (c) of this Section 3.10 shall be determined as if such Participant were a Lender except that such Participant shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

     (d) The provisions in this Section 3.10 shall survive the termination of this Agreement and the payment of the Notes and all amounts payable hereunder.

     Section 3.11 Indemnity.

     The Borrower agrees to indemnify each Lender and to hold each such Lender harmless from any loss or expense which such Lender may sustain or incur (other than through such Lender’s gross negligence or willful misconduct) as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurocurrency Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment or conversion of Eurocurrency Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a payment or prepayment of Eurocurrency Loans or the conversion of Eurocurrency Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or converted, or not so borrowed, converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurocurrency Loans, as applicable, provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurocurrency market. If any Lender becomes entitled to claim any amounts under the indemnity contained in this Section 3.11, it shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the events described in clause (a), (b) or (c) has occurred and describing in reasonable detail the nature of such event, (y) as to the loss or expense sustained or incurred by such Lender as a consequence thereof and (z) as to the amount for which such Lender seeks indemnification hereunder and a reasonably detailed explanation of

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the calculation thereof. Such a certificate as to any indemnification pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

     Section 3.12 Certain Rules Relating to the Payment of Additional Amounts.

     (a) Upon the request, and at the expense of the Borrower, each Lender to which the Borrower is required to make a payment pursuant to Section 3.9 and Section 3.10, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any such Tax giving rise to such payment; provided that (i) such Lender shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender its obligation to make such payment pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Tax; provided, however, that notwithstanding the foregoing no Lender shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any such Taxes, if such Lender in its sole discretion in good faith determines that to do so would have an adverse effect on it.

     (b) If a Lender changes its applicable lending office (other than (i) pursuant to paragraph (c) below or (ii) after an Event of Default under Sections 8.1(a) or 8.1(f) has occurred and is continuing) and the effect of such change, as of the date of such change, would be to cause the Borrower to become obligated to make any payment under Section 3.9 or Section 3.10, the Borrower shall not be obligated to make such payment.

     (c) If a condition or an event occurs which would, or would upon the passage of time or giving of notice, result in the payment of any amount to or on behalf of any Lender by the Borrower pursuant to Section 3.9 or Section 3.10, such Lender shall promptly notify the Borrower and the Administrative Agent and shall take such steps as may reasonably be available to it to mitigate the effects of such condition or event (which shall include efforts to rebook the Term Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that such Lender shall not be required to take any step that, in its reasonable judgment, would be materially disadvantageous to its business or operations or would require it to incur additional costs (unless the Borrower agrees to reimburse such Lender for the reasonable incremental out-of-pocket costs thereof).

     (d) If the Borrower shall become obligated to make any payment under Section 3.9 or Section 3.10 and any affected Lender shall not have promptly taken steps necessary to avoid the need for payments under Section 3.9 or Section 3.10, the Borrower shall have the right, for so long as such obligation remains, (i) with the assistance of the Administrative Agent, to seek one or more substitute Lenders reasonably satisfactory to the Administrative Agent and the Borrower to purchase the affected Term Loan, in whole or in part, at an aggregate price no less than such Term Loan’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or (ii) so long as no Default or Event of Default then exists or will exist immediately after giving effect to the respective prepayment, upon at least four Business Days’

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irrevocable notice to the Administrative Agent, to prepay the affected Term Loan, in whole or in part, subject to Section 3.11, without premium or penalty. In the case of the substitution of a Lender, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 10.6(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by Section 10.6(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In connection with any such substitution under this Section 3.12(d), if the affected Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such substitution within a period of time deemed reasonable by the Administrative Agent after the later of (a) the date on which the substitute Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to the affected Lender relating to the Term Loans and participations so assigned shall be paid in full by the substitute Lender to such affected Lender, then such affected Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such affected Lender. In the case of a prepayment of an affected Term Loan, the amount specified in the notice shall be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Term Loan, the Borrower shall first pay the affected Lender any additional amounts owing under Section 3.9 and Section 3.10 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts under Section 3.11) prior to such substitution or prepayment.

     (e) If any Agent or any Lender receives a refund directly attributable to Taxes for which the Borrower has made a payment under Section 3.9 or Section 3.10, such Agent or such Lender, as the case may be, shall promptly pay such refund (together with any interest with respect thereto received from the relevant taxing authority, but net of any reasonable cost incurred in connection therewith) to the Borrower; provided, however, that the Borrower agrees promptly to return such refund (together with any interest with respect thereto due to the relevant taxing authority) (free of all Non-Excluded Taxes) to such Agent or the applicable Lender, as the case may be, upon receipt of a notice that such refund is required to be repaid to the relevant taxing authority.

     (f) The obligations of any Agent, Lender or Participant under this Section 3.12 shall survive the termination of this Agreement and the payment of the Term Loans and all amounts payable hereunder.

     Section 3.13 Further Actions On or Prior to Closing.

     (a) Effective as of the Closing Date, without further action by any party thereto, the Original Security Agreement and other Original Security Documents and the Liens created thereby shall terminate and be of no further force or effect. On the Closing Date, the Administrative Agent and the Collateral Agent, as applicable, shall take all actions necessary or reasonably requested by the Borrower to carry out and effectuate the release of all Original

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Collateral from the Liens created thereby; all rights to the Original Collateral thereunder shall revert to the Obligors (as defined in the Original Security Agreement) and the Administrative Agent shall execute and deliver to the Obligors such documents (including UCC termination statements) as such Obligors shall have reasonably requested to evidence such termination.

     (b) Subject to Section 6.10, on or prior to the Closing Date, the Administrative Agent and the Borrower or its Subsidiaries shall amend and restate each of the Existing Mortgages listed on Schedule 3.13(b) into substantially the form set forth in Exhibit C or as shall otherwise be reasonably acceptable to the Borrower and the Administrative Agent.

     (c) Effective as of the Closing Date, (i) the Issuing Lender (as defined in the Original Credit Agreement), hereby resigns as Issuing Lender under the Original Credit Agreement and shall not be a party to this Agreement or any Loan Document in such capacity, (ii) with respect to each outstanding Letter of Credit (as defined in the Original Credit Agreement) the Issuing Lender is no longer the issuer of any such Letters of Credit in its capacity as Issuing Lender under the Original Credit Agreement (but, for the avoidance of doubt, the Issuing Lender shall remain the issuer of such Letters of Credit pursuant to the terms thereof and the Cash Collateral Agreement, dated as of May 21, 2009 (the “Cash Collateral Agreement”), between the Borrower and the Issuing Lender), (iii) each such Letter of Credit no longer constitutes an Obligation and (iv) no Lender under this Agreement or the Original Credit Agreement shall have any liability with respect to such Letters of Credit (but, for the avoidance of doubt, the Issuing Lender shall remain the issuer of such Letters of Credit pursuant to the terms thereof and the Cash Collateral Agreement).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

     The Borrower hereby represents and warrants as of the Closing Date that:

     Section 4.1 Financial Condition.

     (a) (i) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries for the fiscal years ended October 29, 2006, October 28, 2007 and November 2, 2008 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended on such dates and (ii) the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter period ending the most recent fiscal quarter for which financial statements are available, together with the related consolidated statements of income or operations, equity and cash flows for such fiscal quarter period ending on such date, in each case were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Borrower and its consolidated Subsidiaries.

     (b) The pro forma balance sheet and statements of operations of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, are

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the balance sheet and statements of operations of the Borrower and its consolidated Subsidiaries as of August 2, 2009, adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and for the three fiscal quarter period ending August 2, 2009 for purposes of the statement of operations), to the initial borrowings and the other transactions contemplated to occur on the Closing Date.

     (c) As of the Closing Date, no fact, event, change or circumstances shall have occurred since the date of the Investment Agreement that has had or would be reasonably likely to have a Material Adverse Effect; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent resulting from the following: (A) any change, development, occurrence or event affecting the businesses or industries in which the Borrower and its Subsidiaries operate (including general pricing changes), (B) changes in general domestic economic conditions, including changes in the financial, securities or credit markets, or changes in such conditions in any area in which the Borrower or its Subsidiaries operate, (C) changes in global or national political conditions (including any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism), (D) the announcement of this Agreement and the other Loan Documents, the Investment Agreement and the ABL Facility Documents and the transactions contemplated hereby and thereby, (E) the failure of the Borrower to meet any internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such failure may be considered in determining whether there is a Material Adverse Effect on the Borrower) or (F) any change in the trading prices of the Capital Stock on the New York Stock Exchange or of the Convertible Notes (provided that the underlying causes of such change may be considered in determining whether there is a Material Adverse Effect on the Borrower); except, with respect to clauses (A), (B), or (C), to the extent that the effects of such changes have a disproportionate impact on the Borrower and its Subsidiaries, taken as a whole, relative to other businesses supplying to the non-residential construction industry.

     (d) As of the Closing Date, after giving effect to the consummation of the Transactions, the Borrower is Solvent.

     Section 4.2 Existence; Compliance with Law.

     Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

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     Section 4.3 Power; Authorization; Enforceable Obligations.

     Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party on the terms and conditions of this Agreement and any Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party, except for (a) consents, authorizations, notices and filings which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the Security Documents and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of the Borrower and each other Loan Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

     Section 4.4 No Legal Bar.

     The execution, delivery and performance of the Loan Documents by any of the Loan Parties, the Extensions of Credit hereunder and the use of the proceeds thereof (a) will not violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect and (b) will not result in, or require, the creation or imposition of any Lien (other than the Liens permitted by Section 7.3) on any of its properties or revenues pursuant to any such Requirement of Law or Contractual Obligation.

     Section 4.5 No Material Litigation.

     No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of their respective properties or revenues, (a) except as described on Schedule 4.5, which is so pending or threatened at any time on or prior to the Closing Date and relates to any of the Loan Documents or any of the transactions contemplated thereby or (b) which would be reasonably expected to have a Material Adverse Effect.

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     Section 4.6 Ownership of Property; Liens.

     Each of the Borrower and its Subsidiaries has good title in fee simple to all its Mortgaged Property, and good title to, or a valid leasehold interest in, all its other material property, and none of such property is subject to any Lien, except for Liens permitted by Section 7.3.

     Section 4.7 Intellectual Property.

     The Borrower and each of its Subsidiaries owns, or has the legal right to use, all United States and foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how and processes necessary for each of them to conduct its business as currently conducted (the “Intellectual Property”) except for those the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse Effect. Except as provided in Schedule 4.7, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any such claim, and, to the knowledge of the Borrower, the use of such Intellectual Property by the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements which in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

     Section 4.8 No Burdensome Restrictions.

     Neither the Borrower nor any of its Subsidiaries is in violation of any Requirement of Law or Contractual Obligation of or applicable to the Borrower or any of its Subsidiaries that would be reasonably expected to have a Material Adverse Effect.

     Section 4.9 Taxes.

     To the knowledge of the Borrower, each of the Borrower and its Subsidiaries has filed or caused to be filed all United States federal income tax returns and all other material tax returns that are required to be filed by it and has paid (a) all taxes shown to be due and payable on such returns and (b) all taxes (other than taxes on real property) shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, and no tax lien has been filed, and no claim is being asserted, with respect to any such tax, fee or other charge (in each case under this Section 4.9, excluding any (i) taxes, fees or other charges with respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect and (ii) taxes, fees or other charges the amount or validity of which are currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or any of its Subsidiaries, as the case may be).

     Section 4.10 Federal Regulations.

     No part of the proceeds of any Extensions of Credit will be used for any purpose which violates the provisions of the Regulations of the Board, including without limitation, Regulation T, Regulation U or Regulation X of the Board. If requested by any Lender or the Administrative

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Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, referred to in said Regulation U.

     Section 4.11 ERISA.

     During the five year period prior to each date as of which this representation is made, or deemed made, with respect to any Plan (or, with respect to (f) or (h) below, as of the date such representation is made or deemed made), none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect: (a) a Reportable Event; (b) an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA); (c) any noncompliance with the applicable provisions of ERISA or the Code; (d) a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA); (e) a Lien on the property of the Borrower or its Subsidiaries in favor of the PBGC or a Plan; (f) any Underfunding with respect to any Single Employer Plan; (g) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any Commonly Controlled Entity; (h) any liability of the Borrower or any Commonly Controlled Entity under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; (i) the Reorganization or Insolvency of any Multiemployer Plan; or (j) any transactions that resulted or could reasonably be expected to result in any liability to the Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA.

     Section 4.12 Collateral. Upon execution and delivery thereof by the parties thereto, the Guarantee and Collateral Agreement and the Mortgages will be effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein, except as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When (a) the actions specified in Schedule 3 to the Guarantee and Collateral Agreement have been duly taken, (b) all applicable Instruments, Chattel Paper and Documents (each as described therein) a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent or the agent under the ABL Facility (to be held for the benefit of the Lenders and the lenders under the ABL Facility pursuant to the terms of the Intercreditor Agreement), (c) all Deposit Accounts, Electronic Chattel Paper and Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security interest in which is required to be or is perfected by “control” (as described in the UCC from time to time) are under the “control” of the Collateral Agent or the Administrative Agent, as agent for the Collateral Agent and as directed by the Collateral Agent and (d) the Mortgages have been duly recorded, the security interests granted pursuant thereto shall constitute (to the extent described therein) a perfected security interest in all right, title and interest of each pledgor or mortgagor (as applicable) party thereto in the Collateral described therein (excluding Commercial Tort Claims, as defined in the Guarantee and Collateral Agreement, other than such Commercial Tort Claims set forth on

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Schedule 7 thereto (if any)) with respect to such pledgor or mortgagor (as applicable). Notwithstanding any other provision of this Agreement, capitalized terms which are used in this Section 4.12 and not defined in this Agreement are so used as defined in the applicable Security Document. Notwithstanding the foregoing or any other provision of any Loan Document, it is understood and agreed that the Collateral shall be “as is, where is,” and that such liens and security interests in favor of the Collateral Agent for the benefit of the Lenders with respect thereto shall be subject in all respects to all existing Liens, security interests, title imperfections and defects, and other defects and impairments of any nature whatsoever.

     Section 4.13 Investment Company Act; Other Regulations.

     The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act. The Borrower is not subject to regulation under any Federal or State statute or regulation (other than Regulation X of the Board) which limits its ability to incur Indebtedness as contemplated hereby.

     Section 4.14 Subsidiaries.

     Schedule 4.14 sets forth all the Subsidiaries of the Borrower at the Closing Date, the jurisdiction of their incorporation and the direct or indirect ownership interest of the Borrower therein.

     Section 4.15 Environmental Matters.

     Other than as disclosed on Schedule 4.15 or exceptions to any of the following that would not, individually or in the aggregate, reasonably be expected to give rise to a Material Adverse Effect:

     (i) The Borrower and its Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and reasonably expect to timely obtain without material expense all such Environmental Permits required for planned operations; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) believe they will be able to maintain compliance with Environmental Laws, including any reasonably foreseeable future requirements thereto.

     (ii) Materials of Environmental Concern have not been transported, disposed of, emitted, discharged, or otherwise released or threatened to be released, to or at any real property presently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries or at any other location, which would reasonably be expected to (i) give rise to liability or other Environmental Costs of the Borrower or any of its Subsidiaries under any applicable Environmental Law, or (ii) interfere with the Borrower’s planned or continued operations, or (iii) impair the fair saleable value of any real property owned by the Borrower or any of its Subsidiaries that is part of the Collateral.

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     (iii) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under any Environmental Law to which the Borrower or any of its Subsidiaries is, or to the knowledge of the Borrower or any of its Subsidiaries is reasonably likely to be, named as a party that is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened.

     (iv) Neither the Borrower nor any of its Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party, under the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or received any other written request for information from any Governmental Authority with respect to any Materials of Environmental Concern.

     (v) Neither the Borrower nor any of its Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, nor is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any Environmental Law.

     Section 4.16 No Material Misstatements.

     The written information, reports, financial statements, exhibits and schedules furnished by or on behalf of the Borrower to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, did not contain as of the Closing Date any material misstatement of fact and did not omit to state as of the Closing Date any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading in their presentation of the Borrower and its Subsidiaries taken as a whole. It is understood that (a) no representation or warranty is made concerning the forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based, contained in any such information, reports, financial statements, exhibits or schedules, except that as of the date such forecasts, estimates, pro forma information, projections and statements were generated, (i) such forecasts, estimates, pro forma information, projections and statements were based on the good faith assumptions of the management of the Borrower and (ii) such assumptions were believed by such management to be reasonable and (b) such forecasts, estimates, pro forma information and statements, and the assumptions on which they were based, may or may not prove to be correct.

     Section 4.17 Labor Matters.

     There are no strikes pending or, to the knowledge of the Borrower, reasonably expected to be commenced against the Borrower or any of its Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of the Borrower and each of its Subsidiaries have not been in violation of any applicable laws, rules or regulations, except where such violations would not reasonably be expected to have a Material Adverse Effect.

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     Section 4.18 Insurance.

     Schedule 4.18 sets forth a complete and correct listing of all insurance that is (a) maintained by the Loan Parties and (b) material to the business and operations of the Borrower and its Subsidiaries taken as a whole with the amounts insured (and any deductibles) set forth therein.

     Section 4.19 Anti-Terrorism.

     As of the Closing Date, the Borrower and its Subsidiaries are in compliance with the Uniting and Strengthening of America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, except as would not reasonably be expected to have a Material Adverse Effect.

ARTICLE V

CONDITIONS PRECEDENT

     Section 5.1 Conditions to Effectiveness of this Agreement.

     This Agreement shall become effective on the date on which the following conditions precedent shall have been satisfied or waived (the “Closing Date”):

     (a) Loan Documents

     The Administrative Agent shall have received the following Loan Documents, executed and delivered as required below, with, in the case of clause (i), a copy for each Lender:

     (i) this Agreement, executed and delivered by a duly authorized officer of the Borrower;

     (ii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of the Borrower and each material Wholly Owned Domestic Subsidiary; and

     (iii) the Intercreditor Agreement, executed and delivered by a duly authorized officer of each party thereto.

     (b) Transactions

     The following collectively are referred to herein as the “Transactions”:

     (i) The Administrative Agent shall receive, substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 5.1, evidence reasonably satisfactory to it, that the Borrower shall have received gross cash proceeds from the issuance of shares of Preferred Stock in accordance with the terms and conditions of the Investment Agreement;

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     (ii) The Administrative Agent shall receive, substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 5.1, evidence reasonably satisfactory to it that the Borrower shall have obtained the ABL Facility with not less than $125,000,000 of commitments thereunder as of the Closing Date;

     (iii) The Lenders shall receive, substantially currently with the satisfaction of the other conditions precedent set forth in this Section 5.1, prepayment of no less than, in the aggregate, approximately $143,000,000 principal amount of the Term Loans outstanding under the Original Credit Agreement, together with all accrued and unpaid interest thereon (the “Term Loan Prepayment”);

     (iv) The Administrative Agent shall receive, substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 5.1, evidence reasonably satisfactory to it, that the Borrower shall have accepted for redemption the tender of Convertible Notes in principal amount of not less than $171,000,000; and

     (v) On the Closing Date, the Administrative Agent shall have received complete and correct copies of the ABL Facility Agreement and the Investment Agreement, certified as such by an appropriate officer of the Borrower.

     (c) After giving effect to the consummation of the Investment, the Borrower and its Subsidiaries shall have no outstanding Indebtedness held by third parties, except for Indebtedness under the Facility and any Assumed Indebtedness. All material terms and conditions of any Unscheduled Assumed Indebtedness shall be reasonably satisfactory to the Required Lenders. Any other existing Indebtedness, other than any such Unscheduled Assumed Indebtedness, shall have been repaid, defeased or otherwise discharged substantially concurrently with or prior to the satisfaction of the other conditions precedent set forth in this Section 5.1.

     (d) The Lenders shall have received (i) annual projections of the operating budget and cash flow budget (including related consolidated balance sheets, income statements and statements of cash flows) of the Borrower and its Subsidiaries prepared on a quarterly basis though the first four complete fiscal quarters after the Closing Date and thereafter on an annual basis through the fiscal year ended 2013 and (ii) an opening pro forma balance sheet for the Borrower and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are available adjusted to give effect to the Transactions and the other transactions related thereto.

     (e) The applicable waiting periods specified under Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the transactions contemplated by the Investment Agreement shall have lapsed or been terminated and all other consents or approvals from the boards of directors, shareholders and other corporate governing bodies, applicable third parties and any other Governmental Authority required to consummate the Transactions, the failure of which to obtain would have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, shall have been obtained. At the Closing Date, there shall be no law, regulation, injunction, restraining order or decree of any Governmental Authority that is in effect that

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restrains or prohibits, or imposes materially adverse conditions upon, the consummation of the transactions contemplated by this Agreement or any of the other Transactions.

          (f) The Administrative Agent shall have received the following executed legal opinions:

          (i) the executed legal opinion of Debevoise & Plimpton LLP, special New York counsel to CD&R Associates VIII, Ltd.;

          (ii) the executed legal opinion of Richards, Layton & Finger, P.A., special Delaware counsel to certain of the Loan Parties; and

          (iii) the executed legal opinion of Holland & Hart LLP, special Nevada counsel to certain of the Loan Parties.

     (g) The Administrative Agent shall have obtained a valid, perfected security interest in the Collateral (to the extent provided in the Loan Documents); and all documents, instruments, filings, recordations and searches (consisting solely of Mortgages, surveys, appraisals and flood hazard certificates and related opinions of local counsel in the case of the Mortgaged Property of the Loan Parties that constitutes Collateral) reasonably necessary in connection with the perfection and, in the case of the filings with the U.S. Patent and Trademark Office and the U.S. Copyright Office, protection of such security interests shall have been executed and delivered or made or, in the case any UCC filings, written authorization to make such UCC filings shall have been delivered to the Administrative Agent; provided that with respect to any such Collateral the security interest in which may not be perfected by possession or the filing of a UCC financing statement or (in the case of foreign collateral) by making a similar filing in a foreign jurisdiction or by making a filing with the U. S. Patent and Trademark Office or the U. S. Copyright Office, if perfection of the Administrative Agent’s security interest in such Collateral may not be accomplished on the Closing Date using commercially reasonable efforts, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the Closing Date, and Section 6.10 shall govern the delivery thereof after the Closing Date. Notwithstanding the foregoing, it is understand and agreed that the Collateral shall be “as is, where is,” and that such liens and security interests in favor of the Collateral Agent for the benefit of the Lenders with respect thereto shall be subject in all respects to all existing Liens, security interests, title imperfections and defects, and other defects and impairments of any nature whatsoever. The delivery requirements set forth in this Section 5.1(g) shall be a delivery requirement only and not a requirement with respect to condition or value.

     (h) The Collateral Agent or the ABL Collateral Agent (as defined in the Guarantee and Collateral Agreement) or any other agent as may be provided for in the Intercreditor Agreement shall have received the certificates, if any, representing the Pledged Stock under (and as defined in) the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.

     (i) The Collateral Agent shall have received in respect of each of the Mortgaged Properties an irrevocable written commitment to issue a mortgagee’s title policy (or policies) or marked up unconditional binder for such insurance dated the Closing Date. Each such policy

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shall (i) be in the amount set forth with respect to such policy in Schedule 5.1(i); (ii) insure that the amended and restated Existing Mortgage creates a valid Lien on the Mortgaged Property; (iii) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy or the applicable state equivalent; and (v) be issued by Stewart Title Guaranty Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option of the Borrower). The Collateral Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, and all charges for mortgage recording tax, if any, have been paid or other reasonably satisfactory arrangements have been made. The Collateral Agent shall have also received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in this Section and a copy, certified by such parties as the Collateral Agent may deem reasonably appropriate, of all other documents affecting the Mortgaged Properties, each only to the extent reasonably requested by the Collateral Agent. The delivery requirements set forth in this Section 5.1(i) shall be a delivery requirement only and not a requirement with respect to condition or value; provided that if delivery of the foregoing items may not be accomplished on the Closing Date using commercially reasonable efforts, then delivery of the foregoing items shall not constitute a condition precedent to the Closing Date, and Section 6.10 shall govern the delivery thereof after the Closing Date.

     (j) The Agents, the Lenders and Wachovia Capital Markets, LLC or Wells Fargo Securities, LLC, as its successor, shall have received all fees and expenses required to be paid or delivered by the Borrower to them on or prior to the Closing Date.

     (k) The Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors of each Loan Party authorizing, as applicable, (i) the execution, delivery and performance of this Agreement, any Notes and the other Loan Documents to which it is or will be a party as of the Closing Date, and (ii) the granting by it of the Liens to be created pursuant to the Security Documents to which it will be a party as of the Closing Date, certified by the Secretary or an Assistant Secretary of such Loan Party as of the Closing Date, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified (except as any later such resolution may modify any earlier such resolution), revoked or rescinded and are in full force and effect.

     (l) The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party executing any Loan Document, reasonably satisfactory in form and substance to the Administrative Agent executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

     (m) The Administrative Agent shall have received copies of the certificate or articles of incorporation and by-laws (or other similar governing documents serving the same purpose) of each Loan Party, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of such Loan Party with accompanying good standing

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certificates issued by the secretary of the state of incorporation or organization of each Loan Party.

     (n) The Borrower shall have used reasonable best efforts to ensure that the Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 6.5 of this Agreement and Section 5.2.2 of the Guarantee and Collateral Agreement shall have been satisfied. The Borrower shall have caused the Administrative Agent and the other Secured Parties to have been named as additional insureds with respect to liability policies and the Collateral Agent to have been named as loss payee with respect to the casualty insurance maintained by the Borrower and the Guarantors.

     (o) No fact, event, change or circumstances shall have occurred since the date of the Investment Agreement that has had or would be reasonably likely to have a Material Adverse Effect; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent resulting from the following: (A) any change, development, occurrence or event affecting the businesses or industries in which the Borrower and its Subsidiaries operate (including general pricing changes), (B) changes in general domestic economic conditions, including changes in the financial, securities or credit markets, or changes in such conditions in any area in which the Borrower or its Subsidiaries operate, (C) changes in global or national political conditions (including any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism), (D) the announcement of this Agreement and the other Loan Documents, the Investment Agreement and the ABL Facility Documents and the transactions contemplated hereby and thereby, (E) the failure of the Borrower to meet any internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such failure may be considered in determining whether there is a Material Adverse Effect on the Borrower) or (F) any change in the trading prices of the Capital Stock on the New York Stock Exchange or of the Convertible Notes (provided that the underlying causes of such change may be considered in determining whether there is a Material Adverse Effect on the Borrower); except, with respect to clauses (A), (B), or (C), to the extent that the effects of such changes have a disproportionate impact on the Borrower and its Subsidiaries, taken as a whole, relative to other businesses supplying to the non-residential construction industry.

     (p) There shall not exist (pro forma for the Transactions) any Default or Event of Default under this Agreement after giving effect to the effectiveness hereof on the Closing Date; provided that any Default or Event of Default that would otherwise result from the failure to provide any guarantee or collateral on the Closing Date after the use of commercially reasonable efforts by the Borrower or any of its Subsidiaries to do so shall in each case not constitute a Default or Event of Default for purposes of this Agreement.

     (q) The Borrower shall have used its reasonable best efforts to have the Facility rated by Standard & Poor’s and Moody’s.

     (r) There shall be no bankruptcy or insolvency proceeding pending with respect to the Borrower or its Subsidiaries, and there shall be no material litigation pending or to the knowledge of the Borrower threatened that would reasonably be expected to have a Material Adverse Effect.

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     (s) The Administrative Agent shall have received a certificate of the chief financial officer of the Borrower certifying the Solvency of the Borrower in customary form reasonably satisfactory to the Administrative Agent.

     (t) All representations and warranties made by any Loan Party pursuant to this Agreement or any other Loan Document to which it is a party shall be true and correct in all material respects on and as of the date of the Equity Investment (although any representations and warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be), before and after giving effect to the application of the proceeds therefrom, as though made on and as of such date.

     The receipt and acceptance of the Term Loan Prepayment by the Lenders hereunder shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each Lender that each of the conditions precedent set forth in this Section 5.1 shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

     Section 5.2 Conditions to Each Future Extension of Credit.

     The agreement of each Lender or Additional Committing Lender to make any Extension of Credit requested to be made by it on any date after the Closing Date is subject to the satisfaction or waiver of the following conditions precedent:

     (a) Representations and Warranties. Each of the representations and warranties made by any Loan Party pursuant to this Agreement or any other Loan Document (or in any amendment, modification or supplement hereto or thereto) to which it is a party, and each of the representations and warranties contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Agreement or any other Loan Document shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of such date as if made on and as of such date.

     (b) No Default. No Default or Event of Default shall have occurred and be continuing on such date after giving effect to the Extensions of Credit requested to be made on such date.

     (c) Borrowing Notice. With respect to any Borrowing, the Administrative Agent shall have received a notice of such Borrowing (which notice must be received by the Administrative Agent prior to 12:30 P.M., New York City time) at least three Business Days prior to the date of Borrowing (such date, the “Borrowing Date”) specifying the amount to be borrowed.

     Each borrowing of Term Loans by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such borrowing or such issuance that the conditions contained in this Section 5.2 have been satisfied.

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ARTICLE VI

AFFIRMATIVE COVENANTS

     The Borrower hereby agrees that, from and after the Closing Date and thereafter until payment in full of the Term Loans and any other amount then due and owing to any Lender or any Agent hereunder and under any Note, the Borrower shall and (except in the case of delivery of financial information, reports and notices) shall cause each of its Subsidiaries to:

     Section 6.1 Financial Statements.

     Furnish to the Administrative Agent for delivery to each Lender (and the Administrative Agent agrees to make and so deliver such copies):

     (a) as soon as available, but in any event not later than the fifth Business Day after the 90th day following the end of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of operations, changes in common stockholders’ equity and cash flows for such year, setting forth in each case, in comparative form the figures for and as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing not unacceptable to the Administrative Agent in its reasonable judgment (it being agreed that the furnishing of the Borrower’s annual report on Form 10-K for such year, as filed with the Securities and Exchange Commission, will satisfy the Borrower’s obligation under this Section 6.1(a) with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit);

     (b) as soon as available, but in any event not later than the fifth Business Day after the 45th day following the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operations and cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case, in comparative form the figures for and as of the corresponding periods of the previous year, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of the Borrower’s quarterly report on Form 10-Q for such quarter, as filed with the Securities and Exchange Commission, will satisfy the Borrower’s obligations under this Section 6.1(b) with respect to such quarter); and

     (c) all such financial statements delivered pursuant to Sections 6.1(a) and 6.1(b) to be (and, in the case of any financial statements delivered pursuant to Section 6.1(b) shall be certified by a Responsible Officer of the Borrower as being) complete and

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correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to Section 6.1(b) shall be certified by a Responsible Officer of the Borrower as being) prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in the case of any financial statements delivered pursuant to Section 6.1(b), for the absence of certain notes).

     Section 6.2 Certificates; Other Information.

     Furnish to the Administrative Agent for delivery to each Lender (and the Administrative Agent agrees to make and so deliver such copies):

     (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate or report of the independent certified public accountants reporting on such financial statements stating that in making the audit necessary therefor no knowledge was obtained of any Default or Event of Default insofar as the same relates to the covenant set forth in Section 7.1(a) to the extent such covenant is then applicable, except as specified in such certificate or report (which certificate or report may be limited in accordance with accounting rules or guidelines);

     (b) concurrently with the delivery of the financial statements and reports referred to in Sections 6.1(a) and 6.1(b), a certificate signed by a Responsible Officer of the Borrower (i) stating that, to the best of such Responsible Officer’s knowledge, each of the Borrower and its respective Subsidiaries during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement or the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default, except, in each case, as specified in such certificate, and (ii) setting forth the calculations required to determine compliance with the covenant set forth in Section 7.1(a) to the extent each covenant is then applicable (in the case of a certificate furnished with the financial statements referred to in Section 6.1(a) and Section 6.1(b));

     (c) within five Business Days after the same are sent, copies of all financial statements and reports which the Borrower sends to its public security holders, and within five Business Days after the same are filed, copies of all financial statements and periodic reports which the Borrower may file with the Securities and Exchange Commission or any successor or analogous Governmental Authority;

     (d) within five Business Days after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which the Borrower may file with the Securities and Exchange Commission or any successor or analogous Governmental Authority, and such other documents or instruments as may be reasonably requested by the Administrative Agent in connection therewith; and

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     (e) promptly, such additional financial and other information as any Agent or Lender may from time to time reasonably request.

     Section 6.3 Payment of Obligations.

     Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature (other than those relating to the Mortgaged Properties), including taxes, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings diligently conducted and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or any of its Subsidiaries, as the case may be, and except to the extent that failure to do so, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

     Section 6.4 Conduct of Business and Maintenance of Existence.

     Continue to engage in business of the same general type as conducted by the Borrower and its Subsidiaries on the Closing Date or that is reasonably related thereto, taken as a whole, and preserve, renew and keep in full force and effect its corporate or other organizational existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of the business of the Borrower and its Subsidiaries, taken as a whole, except as otherwise expressly permitted pursuant to Section 7.5, provided that the Borrower and its Subsidiaries shall not be required to maintain any such rights, privileges or franchises, if the failure to do so would not reasonably be expected to have a Material Adverse Effect; and comply with all Requirements of Law except to the extent that failure to comply therewith, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

     Section 6.5 Maintenance of Property; Insurance.

     (a) Keep all property useful and necessary in the business of the Borrower and its Subsidiaries, taken as a whole, in good working order and condition; maintain with financially sound and reputable insurance companies insurance on all property material to the business of the Borrower and its Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Borrower and its Subsidiaries and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business; furnish to the Administrative Agent, upon written request, information in reasonable detail as to the insurance carried; and ensure that at all times that, subject to the Intercreditor Agreement, the Administrative Agent and the other Secured Parties shall be named as additional insureds with respect to liability policies and the Collateral Agent shall be named as loss payee with respect to the casualty insurance maintained by the Borrower and the Guarantors; provided that, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall turn over to the Borrower any amounts received by it as loss payee under any casualty insurance maintained by the Borrower or its Subsidiaries, the disposition of such amounts to be subject to the provisions of Section 3.4(c), and, unless an Event of Default shall have occurred and be continuing, the Collateral Agent agrees that the Borrower and/or the applicable Guarantor shall have the sole right to adjust or settle any claims under such insurance.

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     (b) With respect to each property of the Borrower and its Subsidiaries subject to a Mortgage:

     (i) If any portion of any such property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, the Borrower shall maintain or cause to be maintained, flood insurance to the extent required by law.

     (ii) The Borrower and each of its applicable Subsidiaries promptly shall comply with and conform to (i) all provisions of each such insurance policy, and (ii) all requirements of the insurers applicable to such party or to such property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of such property, except for such non-compliance or non-conformity as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower shall not use or permit the use of such property in any manner which would reasonably be expected to result in the cancellation of any insurance policy or would reasonably be expected to void coverage required to be maintained with respect to such property pursuant to Section 6.5(a).

     (iii) If the Borrower is in default of its obligations to insure or deliver any such prepaid policy or policies, the result of which would reasonably be expected to have a Material Adverse Effect, then the Administrative Agent, at its option upon 10 days’ written notice to the Borrower, may effect such insurance from year to year at rates substantially similar to the rate at which the Borrower or any Subsidiary had insured such property, and pay the premium or premiums therefore, and the Borrower shall pay to the Administrative Agent on demand such premium or premiums so paid by the Administrative Agent with interest from the time of payment at a rate per annum equal to 2.00%.

     (iv) If such property, or any part thereof, shall be destroyed or damaged and the reasonably estimated cost thereof would exceed $5,000,000, the Borrower shall give prompt notice thereof to the Administrative Agent. All insurance proceeds paid or payable in connection with any damage or casualty to any property shall be applied in the manner specified in Section 6.5(a).

     Section 6.6 Inspection of Property; Books and Records; Discussions.

     Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired.

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     Section 6.7 Notices.

     Promptly give notice to the Administrative Agent and each Lender of:

     (a) as soon as possible after a Responsible Officer of the Borrower knows or reasonably should know thereof, the occurrence of any Default or Event of Default;

     (b) as soon as possible after a Responsible Officer of the Borrower knows or reasonably should know thereof, any (i) default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries, other than as previously disclosed in writing to the Lenders, or (ii) litigation, investigation or proceeding which may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority, which in either case would reasonably be expected to not be cured or adversely determined and, if not cured or if adversely determined, as the case may be, would reasonably be expected to have a Material Adverse Effect;

     (c) as soon as possible after a Responsible Officer of the Borrower knows or reasonably should know thereof, the occurrence of any default or event of default under the Convertible Notes Indenture;

     (d) as soon as possible after a Responsible Officer of the Borrower knows or reasonably should know thereof, any litigation or proceeding affecting the Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect;

     (e) the following events, as soon as possible and in any event within 30 days after a Responsible Officer of the Borrower or any of its Subsidiaries knows or reasonably should know thereof: (i) the occurrence or expected occurrence of any Reportable Event (or similar event) with respect to any Single Employer Plan or Foreign Plan, a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan, the creation of any Lien on the property of the Borrower or its Subsidiaries in favor of the PBGC, a Plan or a Foreign Plan or any withdrawal from, or the full or partial termination, Reorganization or Insolvency of, any Multiemployer Plan or Foreign Plan; (ii) the institution of proceedings or the taking of any other formal action by the PBGC or the Borrower or any of its Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which could reasonably be expected to result in the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated with all other such events under clause (i) or (ii) above, could be reasonably expected to result in a Material Adverse Effect; or (iii) the first occurrence after the Closing Date of an Underfunding under a Single Employer Plan or Foreign Plan that exceeds 10% of the value of the assets of such Single Employer Plan or Foreign Plan, in each case, determined as of the most recent annual valuation date of such Single Employer Plan or Foreign Plan on the basis of the actuarial assumptions used to determine the funding requirements of such Single Employer Plan or Foreign Plan as of such date; and

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     (f) as soon as possible after a Responsible Officer of the Borrower knows or reasonably should know thereof, (i) any release or discharge by the Borrower or any of its Subsidiaries of any Materials of Environmental Concern required to be reported under applicable Environmental Laws to any Governmental Authority, unless the Borrower reasonably determines that the total Environmental Costs arising out of such release or discharge would not reasonably be expected to have a Material Adverse Effect; (ii) any condition, circumstance, occurrence or event not previously disclosed in writing to the Administrative Agent that would reasonably be expected to result in liability or expense under applicable Environmental Laws, unless the Borrower reasonably determines that the total Environmental Costs arising out of such condition, circumstance, occurrence or event would not reasonably be expected to have a Material Adverse Effect, or would not reasonably be expected to result in the imposition of any lien or other material restriction on the title, ownership or transferability of any facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect; and (iii) any proposed action to be taken by the Borrower or any of its Subsidiaries that would reasonably be expected to subject the Borrower or any of its Subsidiaries to any material additional or different requirements or liabilities under Environmental Laws, unless the Borrower reasonably determines that the total Environmental Costs arising out of such proposed action would not reasonably be expected to have a Material Adverse Effect.

     Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower (and, if applicable, the relevant Commonly Controlled Entity or Subsidiary) setting forth details of the occurrence referred to therein and stating what action the Borrower (or, if applicable, the relevant Commonly Controlled Entity or Subsidiary) proposes to take with respect thereto.

     Section 6.8 Environmental Laws.

     (a) (i) Comply substantially with, and require substantial compliance by all tenants, subtenants, contractors, and invitees with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain any and all Environmental Permits necessary for its operations as conducted and as planned; and (iii) require that all tenants, subtenants, contractors, and invitees obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted and as planned, with respect to any property leased or subleased from, or operated by the Borrower or its Subsidiaries. For purposes of this Section 6.8(a), noncompliance with the foregoing provisions shall not constitute a breach of this covenant, provided that, upon learning of any actual or suspected noncompliance, the Borrower and any such affected Subsidiary shall promptly undertake and diligently pursue reasonable efforts, if any, to achieve compliance, and provided, further, that in any case such noncompliance would not reasonably be expected to have a Material Adverse Effect.

     (b) Promptly comply, in all material respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders or directives (i) as to which the failure to comply would not reasonably be expected to result in a Material Adverse Effect or (ii) as to which: (x) appropriate reserves have been established in accordance with GAAP; (y) an appeal or other appropriate contest is or has been timely and properly taken

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and is being diligently pursued in good faith; and (z) if the effectiveness of such order or directive has not been stayed, the failure to comply with such order or directive during the pendency of such appeal or contest could not reasonably be expected to give rise to a Material Adverse Effect.

     Section 6.9 After-Acquired Real Property and Fixtures.

     (a) With respect to any owned real property or fixtures thereon located in the United States of America, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, in which any Loan Party acquires ownership rights at any time after the Closing Date, promptly grant to the Collateral Agent for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Agent and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA); provided that (i) nothing in this Section 6.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Borrower, any of its Subsidiaries or any other Person and (ii) no such Lien shall be required to be granted as contemplated by this Section 6.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financed within any time period permitted by Section 7.2(f) or Section 7.2(g), in whole or in part through the incurrence of Indebtedness permitted by Section 7.2(f) or Section 7.2(g), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 7.2(f), Section 7.2(g) or Section 7.2(v)) or, as the case may be, the Borrower determines not to proceed with such financing or refinancing. In connection with any such grant to the Collateral Agent for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 6.9, the Borrower or such Subsidiary shall deliver or cause to be delivered to the Collateral Agent any surveys, title insurance policies and flood hazard certificates in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or any survey, title insurance policy or flood hazard certificate that the Collateral Agent shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies and flood hazard certificates and whether the delivery of such surveys, title insurance policies and flood hazard certificates would be customary in connection with such grant of such Lien in similar circumstances).

     (b) With respect to any Wholly Owned Domestic Subsidiary created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Borrower or any of its Domestic Subsidiaries (other than any Wholly Owned Domestic Subsidiary formed solely for the purpose of becoming a Parent Entity, or merging with the Borrower in connection with another Wholly Owned Domestic Subsidiary becoming a Parent Entity, or otherwise creating or forming a Parent Entity), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected security interest (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii)

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deliver to the Collateral Agent or to any agent therefore as may be provided by the Intercreditor Agreement the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.

     (c) With respect to any Foreign Subsidiary created or acquired subsequent to the Closing Date by the Borrower or any of its Domestic Subsidiaries, the Capital Stock of which is owned directly by the Borrower or any of its Domestic Subsidiaries, promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request (it being understood that if the Administrative Agent does not so request with respect to any such Foreign Subsidiary that it believes is or is likely to become material to the Borrower and its Subsidiaries taken as a whole, it will provide notice to the Lenders thereof), promptly (i) execute and deliver to the Collateral Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected security interest (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Foreign Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such new Foreign Subsidiary that is so owned be required to be so pledged and, provided, further, that no such pledge or security shall be required with respect to any non-wholly owned Foreign Subsidiary to the extent that the grant of such pledge or security interest would violate the terms of any agreements under which the Investment by the Borrower or any of its Subsidiaries was made therein) and (ii) to the extent reasonably deemed advisable by the Collateral Agent, deliver to the Collateral Agent or to any agent therefor as may be provided by the Intercreditor Agreement the certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent of such new Foreign Subsidiary and take such other action as may be reasonably deemed by the Collateral Agent to be necessary or desirable to perfect the Collateral Agent’s security interest therein.

     (d) At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents (in each case to the extent described therein).

     (e) Notwithstanding anything to contrary in this Agreement, nothing in this Section 6.9 shall require that any Loan Party grant a Lien with respect to any owned real property or fixtures in which such Subsidiary acquires ownership rights to the extent that the Administrative Agent, in its reasonable judgment, determines that the granting of such a Lien is impracticable.

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     Section 6.10 Post-Closing Security Perfection.

     The Borrower agrees to use commercially reasonable efforts to deliver or cause to be delivered such documents and instruments and take or cause to be taken such other actions as may be reasonably necessary to provide the perfected security interests described in Sections 3.13(b), 5.1(g) and 5.1(i) (including applicable Mortgages, title reports, title insurance policies, surveys, appraisals, flood hazard certificates and related opinions of local counsel with respect to the Mortgaged Property of the Loan Parties that constitutes Collateral) that are not so provided on the Closing Date. The delivery requirements set forth in this Section 6.10 are delivery requirements only and not requirements with respect to condition or value. In addition, with respect to the owned real property located at Highway 114 West and 400 North Kimball, Southlake, Texas, if such owned real property is owned by a Loan Party on March 31, 2010, the applicable Loan Party shall promptly grant to the Collateral Agent for the benefit of the applicable Lenders, a Lien of record on such owned real property and fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Agent and in accordance with any applicable requirements of any Governmental Authority.

     Section 6.11 2009 Tax Refund. The Borrower shall use reasonable best efforts to obtain the maximum amount of any 2009 Tax Refund of U.S. federal income taxes and shall use commercially reasonable efforts to obtain any 2009 Tax Refund of state income taxes, in each case that is legally due to the Borrower or any Subsidiary thereof, as soon as reasonably practicable and based on positions determined by the Borrower in good faith and consistent with past practice of the Borrower and its Subsidiaries in the ordinary course, provided that this Section 6.11 shall not apply to any 2009 Tax Refund of state income taxes that, in the good faith judgment of the Borrower, is not expected to be greater than $25,000, and provided, further, that neither the Borrower nor any Subsidiary thereof shall be required to file any tax return prior to the due date (taking into account applicable extensions) for filing such tax return.

     Section 6.12 Notice of Any ABL Refinancing.

     If the Borrower shall have determined to replace or refinance the ABL Facility Agreement, the Borrower shall give notice to the Administrative Agent of such determination (and the Administrative Agent agrees to so notify the Lenders). The Lenders shall have an opportunity (for such period of time as the Borrower shall in good faith determine to be reasonable) to make a proposal to provide such replacement or refinancing of the ABL Facility Agreement, provided that (i) the Borrower shall not have any obligation to accept any such proposal or to enter into, continue or consummate any discussions, negotiations, understanding or agreement with any of the Lenders or any other Person with respect to any such proposal or any replacement or refinancing of the ABL Facility Agreement, (ii) if the Borrower elects to enter into any discussions or negotiations with any of the Lenders or any other Person with respect to any such proposal or any replacement or refinancing of the ABL Facility Agreement, the Borrower shall have the right in its sole discretion to suspend, discontinue or terminate such discussions or negotiations at any time or from time to time, and (iii) notwithstanding any other provision hereof, the Borrower shall not have any liability to any of the Lenders with respect to any fees, expenses or other obligations or liabilities that any of the Lenders or any other Person may incur in making any such proposal or in entering into or continuing any such discussions or negotiations.

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ARTICLE VII

NEGATIVE COVENANTS

     The Borrower hereby agrees that, from and after the Closing Date and thereafter until payment in full of the Term Loans and any other amount then due and owing to any Lender or any Agent hereunder and under any Note, the Borrower shall not and shall not permit any of its Subsidiaries to, directly or indirectly:

     Section 7.1 Consolidated Leverage Ratio.

     (a) Permit the Consolidated Leverage Ratio as at the last day of the Most Recent Four Quarter Period, beginning with the four fiscal quarter period of the Borrower ending October 30, 2011, to exceed the Maximum Consolidated Leverage Ratio.

     (b) Section 7.1(a) shall not apply with respect to any four fiscal quarter period of the Borrower (the last day of such period, the “Fiscal Period End Date”) if, as of the last day (the “Calculation Date”) on which financial statements of the Borrower are required to be delivered pursuant to Section 6.1(a) or 6.1(b) for the fiscal year or quarter ending on the Fiscal Period End Date, (x) the aggregate principal amount of Term Loans outstanding at the beginning of the fiscal quarter then ended shall have been reduced by an amount (the “Required Amortization Amount”) equal to $3,750,000 minus (at the Borrower’s option) any or all of the Cumulative Term Loan Amortization Not Otherwise Applied (up to an amount not to exceed $3,750,000), through any repayment, prepayment, repurchase or other acquisition or retirement (including pursuant to Section 3.4 but excluding scheduled principal installment payments made pursuant to Section 2.3), or (y) the Required Amortization Amount as calculated pursuant to the foregoing is zero.

     Section 7.2 Limitation on Indebtedness.

     Create, incur, assume or suffer to exist any Indebtedness (including any Indebtedness of any of its Subsidiaries), except:

     (a) Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to this Agreement and the other Loan Documents;

     (b) Indebtedness evidenced by the Convertible Notes in an aggregate principal amount at any time outstanding not to exceed $9,000,000, provided that all such Indebtedness shall be repaid, redeemed, defeased, discharged or otherwise acquired or retired no later than January 15, 2010 with payment therefor to be disbursed from the Convertible Note Account;

     (c) Indebtedness of the Borrower or any of its Subsidiaries evidenced by any senior notes, other senior debt securities, or other senior indebtedness (collectively, “Senior Notes”) or subordinated notes, other subordinated debt securities or other subordinated indebtedness (“Subordinated Indebtedness”), provided that (i) immediately

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after giving effect to each issuance of such Senior Notes or Subordinated Indebtedness, the Consolidated Leverage Ratio of the Borrower as at the last day of the Most Recent Four Quarter Period is less than 4.00 to 1.00, (ii) any such Senior Notes or Subordinated Indebtedness shall have a stated maturity date after the Termination Date and (iii) any such Senior Notes or Subordinated Indebtedness shall not be secured by any assets of the Loan Parties not pledged as Collateral;

     (d) Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to the ABL Facility Documents, including any extension, refinancing, refunding, replacement or renewal thereof, whether in whole or in part; provided that at any time outstanding pursuant to this clause (d) (i) the aggregate face amount of any outstanding undrawn letters of credit that are not cash collateralized shall not exceed $25,000,000 and (ii) the aggregate principal amount of such Indebtedness (including the aggregate face amount of any outstanding undrawn letters of credit that are not cash collateralized) shall not exceed $100,000,000 at any time outstanding (except as a result of any capitalization of accrued and unpaid interest thereon) and ;

     (e) Indebtedness of the Borrower or any Subsidiary to the Borrower or any Subsidiary;

     (f) Indebtedness of the Borrower or any of its Subsidiaries incurred to finance or refinance the acquisition, leasing, construction or improvement of fixed or capital assets (whether pursuant to a loan, a Financing Lease or otherwise) otherwise permitted pursuant to this Agreement, and any other Financing Leases, and any refinancings, replacements, refundings, renewals or extensions thereof, in whole or in part, in an aggregate principal amount not exceeding $10,000,000 at any time outstanding, provided that such amount shall be increased by an amount equal to $10,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased;

     (g) (x) unsecured Indebtedness of the Borrower or any of its Subsidiaries incurred to finance or refinance the purchase price of, or (y) Indebtedness of the Borrower or any of its Subsidiaries assumed in connection with, any acquisition permitted by Section 7.9; provided that (i) in the case of clause (x), such Indebtedness is incurred prior to, substantially simultaneously with or within six months after such acquisition or in connection with a refinancing thereof, (ii) if such Indebtedness is owed to a Person, other than the Person from whom such acquisition is made or any Affiliate thereof, such Indebtedness shall have terms and conditions reasonably satisfactory to the Administrative Agent and shall not exceed 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with such acquisition) (or such greater percentage as shall be reasonably satisfactory to the Administrative Agent or, if any such purchase price shall be greater than $25,000,000, such greater percentage as shall be reasonably satisfactory to the Required Lenders), (iii) if such Indebtedness is being assumed under clause (y), such Indebtedness shall not have been incurred by any party in contemplation of the acquisition permitted by Section 7.9 and (iv) immediately after giving effect to such acquisition no Default or Event of Default shall have occurred and be continuing;

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     (h) to the extent that any Indebtedness may be incurred or arise thereunder, Indebtedness of the Borrower or any of its Subsidiaries under Interest Rate Protection Agreements and Permitted Hedging Arrangements;

     (i) other Indebtedness of the Borrower or any of its Subsidiaries outstanding on the Closing Date, or incurred under facilities in existence on the Closing Date, and listed on Schedule 7.2(i), and any refinancings, replacements, refundings, renewals or extensions thereof, in whole or in part, on financial and other terms, in the reasonable judgment of the Borrower, no more onerous to the Borrower or any of its Subsidiaries in the aggregate than the financial and other terms of such Indebtedness, provided that the amount of such Indebtedness is not increased at the time of such refinancing, replacements, refunding, renewal or extension except by an amount equal to any original issue discount (if applicable), any premium or other amounts paid, and discounts, commissions, fees and expenses incurred, in connection with such refinancing, refunding, renewal or extension;

     (j) to the extent that any Guarantee Obligation or other obligation described in Section 7.4 constitutes Indebtedness, such Indebtedness;

     (k) Indebtedness in respect of performance, bid, material and supply, tax, appeal, surety, judgment, replevin and similar bonds, other suretyship arrangements, other similar obligations, and trade-related letters of credit, all in the ordinary course of business; and Indebtedness under or in connection with the Cash Collateral Agreement and the letters of credit secured thereby;

     (l) Indebtedness of Foreign Subsidiaries of the Borrower not exceeding, as to all such Foreign Subsidiaries, in aggregate principal amount at any time outstanding an amount equal to the greater of $10,000,000 or 55% of book value of foreign assets;

     (m) Indebtedness of the Borrower or any of its Subsidiaries incurred to finance insurance premiums in the ordinary course of business;

     (n) Indebtedness of the Borrower or any of its Subsidiaries arising from the honoring of a check, draft or similar instrument against insufficient funds; provided that such Indebtedness is extinguished within two Business Days of its incurrence;

     (o) Indebtedness of the Borrower or any of its Subsidiaries in respect of Financing Leases which have been funded solely by Investments of the Borrower and its Subsidiaries permitted by Section 7.8(m);

     (p) Indebtedness of the Borrower or any of its Subsidiaries arising in connection with industrial development or revenue bonds or similar obligations secured by property or assets leased to and operated by the Borrower or such Subsidiary that were issued in connection with the financing or refinancing of such property or assets, provided, that, the aggregate principal amount of such Indebtedness outstanding at any time shall not exceed $30,000,000;

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     (q) cash management obligations and other Indebtedness of the Borrower or any of its Subsidiaries in respect of netting services, overdraft protections, credit cards or stored value cards and similar arrangements in each case arising under standard business terms of any bank at which the Borrower or any Subsidiary maintains an overdraft, cash pooling, credit cards or stored value cards or other similar facility or arrangement;

     (r) Indebtedness of the Borrower or any of its Subsidiaries in respect of any Sale and Leaseback Transaction, provided that immediately after giving effect to each such Sale and Leaseback Transaction, the Consolidated Leverage Ratio of the Borrower as at the last day of the Most Recent Four Quarter Period is less than 3.5 to 1.00; and any refinancings, replacements, refundings, renewals or extensions thereof, in whole or in part;

     (s) Indebtedness of the Borrower or any of its Subsidiaries in respect of obligations evidenced by bonds, debentures, notes or similar instruments issued as payment-in-kind interest payments in respect of Indebtedness otherwise permitted under this Section 7.2;

     (t) accretion of the principal amount of Indebtedness of the Borrower or any of its Subsidiaries otherwise permitted under this Section 7.2 issued at any original issue discount;

     (u) other Indebtedness of the Borrower or any of its Subsidiaries not exceeding $15,000,000 in aggregate principal amount at any time outstanding; and

     (v) Indebtedness of the Borrower or any of its Subsidiaries which represents an extension, refinancing, refunding, replacement or renewal, in whole or in part, of any of the Indebtedness described in clause (c) and (g) hereof (and, to the extent related thereto, clauses (s) and (t) hereof); provided that (i) the principal amount (or accreted value, if applicable) thereof (less any original issue discount, if applicable) does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus discounts, commission and other fees and expenses reasonably incurred in connection therewith, (ii) any Liens securing such Indebtedness are limited to all or part of the same property (including, if provided by the documentation evidencing such Indebtedness being extended, refinanced, replaced or renewed, after-acquired property) that secured or would have secured the Indebtedness being extended, refinanced, refunded, replaced or renewed; provided that the total value of the collateral securing such Indebtedness incurred under this Section 7.2(v) immediately following such incurrence shall not be materially greater than the value of the collateral securing the Indebtedness being extended, refinanced, replaced or renewed immediately prior to such extension, refinancing, replacement or renewal, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, refunding, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, refunded, replaced or renewed and (v) if the Indebtedness that is

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extended, refinanced, refunded, replaced or renewed was subordinated in right of payment to the obligations of the Borrower hereunder and under the other Loan Documents, then the terms and conditions of the extension, refinancing, refunding, replacement or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the extended, refinanced, refunded, replaced or renewed Indebtedness.

     For purposes of determining compliance with this Section 7.2, in the event that any Indebtedness meets the criteria of more than one of the types of Indebtedness described in clauses (a) through (v) above, the Borrower, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of such clauses (including in part under one such clause and in part under another such clause).

     Section 7.3 Limitation on Liens.

     Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (Liens described below are herein referred to as “Permitted Liens”; provided, however, that no reference to a Permitted Lien herein, including any statement or provision as to the acceptability of any Permitted Lien, shall in any way constitute or be construed so as to postpone or subordinate any Liens or other rights of the Agents, the Lenders or any of them hereunder or arising under any other Loan Document in favor of such Permitted Lien):

     (a) Liens for Taxes not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a Material Adverse Effect, or which are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;

     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and relating to obligations which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings diligently conducted;

     (c) Liens of landlords or of mortgagees of landlords arising by operation of law or pursuant to the terms of real property leases, provided that the rental payments secured thereby are not yet due and payable;

     (d) pledges, deposits or other Liens in connection with workers’ compensation, unemployment insurance, other social security benefits or other insurance related obligations (including pledges or deposits in respect of liability to insurance carriers under insurance or self-insurance arrangements);

     (e) Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, if appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order, are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

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     (f) Liens to secure the performance of bids, trade contracts (other than for borrowed money), obligations for utilities, leases, statutory obligations, surety and appeal bonds, performance bonds, material and supply, tax, judgment and like bonds, replevin bonds, other similar bonds and other obligations of a like nature incurred in the ordinary course of business; and Liens created under or in connection with the Cash Collateral Agreement and the letters of credit secured thereby;

     (g) zoning restrictions, easements, rights-of-way, restrictions on the use of property, other similar encumbrances incurred in the ordinary course of business and minor irregularities of title, which do not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries taken as a whole;

     (h) Liens arising from (i) operating leases and (ii) equipment or other materials which are not owned by any Borrower or a Subsidiary located on the premises of such Borrower or Subsidiary (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business (it being understood that any precautionary UCC financing statement filings in respect of any such lease or equipment shall not be deemed a Lien);

     (i) statutory or common law Liens or rights of setoff of depository banks or securities intermediaries with respect to deposit accounts, securities accounts or other funds of the Borrower or any Subsidiary maintained at such banks or intermediaries, including to secure fees and charges in connection with returned items or the standard fees and charges of such banks or intermediaries in connection with the deposit accounts, securities accounts or other funds maintained by the Borrower or such Subsidiary at such banks or intermediaries (but not any Indebtedness for borrowed money owing by the Borrower or such Subsidiary to such banks or intermediaries);

     (j) Liens on goods in favor of customs and revenue authorities arising as a matter of law to secure custom duties in connection with the importation of such goods;

     (k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or its Subsidiaries in the ordinary course of business;

     (l) Liens in respect of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(m), Section 7.2(o) or Section 7.2(q) or (to the extent relating to Indebtedness otherwise permitted to be secured) Section 7.2(g) or Section 7.2(t);

     (m) Liens on the property or assets described in Section 7.2(p) in respect of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(p);

     (n) Liens in respect of or consisting of (i) Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(f) incurred to finance or refinance the acquisition, leasing, construction or improvement of fixed or capital assets, provided, that such Liens do not at any time encumber any property other than the property financed or refinanced by such Indebtedness, or (ii) Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(g) assumed in connection with any acquisition permitted by

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Section 7.9, provided that in the case of this clause (ii), (x) such Liens shall not be created in contemplation of such acquisition and shall be created no later than the later of the date of such acquisition or the date of the assumption of such Indebtedness, and (y) the total value of the collateral subject to such Liens immediately following such acquisition shall not be materially greater than the value of the collateral subject to such Liens immediately prior to such acquisition;

     (o) Liens existing on assets or properties at the time of the acquisition thereof by the Borrower or any of its Subsidiaries which do not materially interfere with the use, occupancy, operation and maintenance of structures existing on the property subject thereto or extend to or cover any assets or properties of the Borrower or such Subsidiary other than the assets or property being acquired;

     (p) (i) Liens in respect of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(i), provided that no such Lien in respect of Indebtedness incurred pursuant to Section 7.2(i) is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased except as permitted by Section 7.2(i), (ii) Liens not otherwise permitted hereunder, all of which Liens permitted pursuant to this Section 7.3(p)(ii) secure obligations not exceeding $10,000,000 in aggregate amount at any time outstanding, and (iii) Liens contemplated by Section 7.2(v)(ii);

     (q) Liens in respect of Guarantee Obligations permitted under Section 7.4(d) not exceeding (as to the Borrower and all of its Subsidiaries) $5,000,000 in aggregate amount at any time outstanding;

     (r) Liens created pursuant to the Security Documents;

     (s) any encumbrance or restriction (including put and call agreements) with respect to the Capital Stock of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement, provided that no such encumbrance or restriction affects in any way the ability of the Borrower or any of its Subsidiaries to comply with Section 6.9(b) or Section 6.9(c);

     (t) Liens on property of any Foreign Subsidiary of the Borrower in respect of Indebtedness of such Subsidiary permitted by Section 7.2;

     (u) Liens on intellectual property, including any foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how or processes; provided that such Liens result from the granting of licenses in the ordinary course of business to any Person to use such intellectual property or such foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how or processes, as the case may be;

     (v) Liens on property (i) of any Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which are Liens in respect of Indebtedness of the applicable Subsidiary permitted under Section 7.2, Guarantee Obligations of the

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applicable Subsidiary permitted under Section 7.4, or other liabilities or obligations of the applicable Subsidiary not prohibited by this Agreement;

     (w) Liens in respect of or consisting of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(c) and Guarantee Obligations in respect of such Indebtedness permitted under Section 7.4(k) and any refinancings, extensions, refundings, renewals and replacements thereof, in whole or in part, otherwise permitted under this Agreement;

     (x) Liens in respect of or consisting of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(d) and Guarantee Obligations in respect of such Indebtedness permitted under Section 7.4(k) and any refinancings, extensions, refundings, renewals and replacements thereof, whether in whole or in part, otherwise permitted under this Agreement or otherwise created pursuant to the ABL Facility Documents; provided that (i) such Liens do not apply to any asset other than Collateral that is subject to a Lien granted under a Security Document to secure the “Secured Obligations” as defined in the Guarantee and Collateral Agreement and (ii) all such Liens shall be subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties than the Intercreditor Agreement;

     (y) Liens in respect of or in connection with Interest Rate Protection Agreements and Permitted Hedging Arrangements entered into by the Borrower or its Subsidiaries;

     (z) Liens on property subject to Sale and Leaseback Transactions and general intangibles related thereto;

     (aa) Liens in respect of Guarantee Obligations permitted under Section 7.4 relating to Indebtedness permitted under Section 7.2, to the extent Liens in respect of such Indebtedness are permitted under this Section 7.3; and

     (bb) Liens, security interests, title imperfections and defects, and all other defects and impairments of any nature whatsoever, in each case in existence on the Closing Date.

     Section 7.4 Limitation on Guarantee Obligations.

     Create, incur, assume or suffer to exist any Guarantee Obligation except:

     (a) Guarantee Obligations in existence on the Closing Date, and any refinancings, refundings, extensions, replacements or renewals thereof, in whole or in part, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension, replacements or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by Section 7.2(i);

     (b) Guarantee Obligations in respect of performance, bid, appeal, surety, material and supply, tax, judgment, replevin and similar bonds, other suretyship

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arrangements, other similar obligations and trade-related letters of credit, all in the ordinary course of business;

     (c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by Section 7.10(d) or similar agreements by the Borrower;

     (d) Guarantee Obligations in respect of third-party loans and advances to officers or employees of the Borrower or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount (as to the Borrower and all of its Subsidiaries), together with the aggregate amount of all Investments permitted under Section 7.8(e)(iv), of up to $5,000,000 outstanding at any time;

     (e) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;

     (f) obligations of the Borrower and its Subsidiaries under any Interest Rate Protection Agreements or under Permitted Hedging Arrangements;

     (g) Guarantee Obligations incurred in connection with acquisitions permitted under Section 7.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the Administrative Agent or, if any such purchase price shall be greater than $25,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders);

     (h) guarantees made by the Borrower or any of its Subsidiaries of obligations of the Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to Sections 7.2(b), (c) and (d)) which obligations are otherwise permitted under this Agreement;

     (i) Guarantee Obligations in connection with sales or other dispositions permitted under Section 7.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;

     (j) Guarantee Obligations incurred pursuant to the Guarantee and Collateral Agreement or any other Loan Document, or otherwise in respect of Indebtedness permitted by Section 7.2(a);

     (k) Guarantee Obligations (i) in respect of Indebtedness permitted pursuant to Sections 7.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of the Borrower hereunder and under the other Loan

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Documents, then any corresponding Guarantee Obligations shall be subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, and (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to Section 7.2(b) and (c) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or the Borrower, or (ii) otherwise arising pursuant to the ABL Facility Documents;

     (l) accommodation guarantees for the benefit of trade creditors of the Borrower or any of its Subsidiaries in the ordinary course of business;

     (m) Guarantee Obligations in respect of Investments expressly permitted by Section 7.8; and

     (n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $10,000,000 in aggregate outstanding principal amount; provided that (i) such amount shall be increased by an amount equal to $2,500,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased and (ii) such amount and any increase in such amount permitted by clause (i) shall be reduced by the aggregate amount of Investments outstanding under Section 7.8(l).

     Section 7.5 Limitation on Fundamental Changes.

     Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, except:

     (a) any Subsidiary of the Borrower may be merged, consolidated or amalgamated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more Wholly Owned Subsidiaries of the Borrower (provided that the Wholly Owned Subsidiary or Subsidiaries of the Borrower shall be the continuing or surviving entity);

     (b) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary of the Borrower (and, in the case of a non-Wholly Owned Subsidiary, may be liquidated to the extent the Borrower or any Wholly Owned Subsidiary which is a direct parent of such non-Wholly Owned Subsidiary receives a pro rata distribution of the assets thereof);

     (c) the Borrower or any Subsidiary may be merged, consolidated or amalgamated with or into another Person if the Borrower or such Subsidiary is the surviving corporation or the Person formed by or surviving such merger, consolidation or amalgamation (i) is organized or existing under the laws of the United States or any state, district or territory thereof, (ii) expressly assumes all obligations of the Borrower or such

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Subsidiary, as applicable, under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and immediately after such merger, consolidation or amalgamation, no Default or Event of Default shall have occurred;

     (d) as expressly permitted by Section 7.6; or

     (e) any merger, consolidation or amalgamation in connection with an acquisition permitted by Section 7.9(b) or (c).

     Section 7.6 Limitation on Sale of Assets.

     Convey, sell, lease, assign, transfer, license, abandon or otherwise dispose of any of its property, business or assets, including receivables and leasehold interests (each, a “Disposition”) (other than leases and subleases in the ordinary course of business), whether now owned or hereafter acquired, or, in the case of any Subsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock, to any Person other than the Borrower or any Wholly Owned Subsidiary of the Borrower, except:

     (a) the sale or other Disposition of obsolete, idle, worn out or surplus property or assets, whether now owned or hereafter acquired, in the ordinary course of business;

     (b) the sale or other Disposition of any property or assets in the ordinary course of business or in connection with an Exempt Sale and Leaseback Transaction;

     (c) the sale or other Disposition of accounts receivable pursuant to any Factoring Transaction;

     (d) the sale or discount without recourse of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in connection with the compromise or collection thereof; provided that, in the case of any Foreign Subsidiary of the Borrower, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary’s country of business;

     (e) any Disposition of Capital Stock of a Subsidiary that becomes a Parent Entity (“New Parent”), including as a result of a merger of the Borrower with a Subsidiary in which (x) previously outstanding Capital Stock of the Borrower is converted into or becomes a right to receive Capital Stock of a New Parent and (y) Capital Stock of the Borrower as the continuing or surviving Person in such merger consists of Capital Stock directly or indirectly held by a New Parent;

     (f) subject to any applicable limitations set forth in Section 7.5, Dispositions of any assets or property by the Borrower or any of its Subsidiaries to the Borrower or any Wholly Owned Subsidiary of the Borrower;

     (g) (i) the abandonment or other Disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the

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Borrower and its Subsidiaries taken as a whole and (ii) licensing of intellectual property in the ordinary course of business;

     (h) any Disposition by the Borrower or any of its Subsidiaries, provided that the Net Cash Proceeds of each such Disposition do not exceed $2,500,000 and the aggregate Net Cash Proceeds of all Dispositions in any fiscal year made pursuant to this paragraph (h) do not exceed $5,000,000;

     (i) any Asset Sale by the Borrower or any other Loan Party, or other Disposition by any other Subsidiary of the Borrower, the Net Cash Proceeds of which, together with the Net Cash Proceeds of other Asset Sales and Dispositions pursuant to this Section 7.6(i), do not exceed the greater of $50,000,000 or 8.5% of Consolidated Tangible Assets in the aggregate after the Closing Date, provided that in the case of any such Asset Sale, an amount equal to 100% of the Net Cash Proceeds of all such Asset Sales less the Reinvested Amount is applied in accordance with Section 3.4(c)(i)(2); and

     (j) any Disposition set forth on Schedule 7.6(j).

     Section 7.7 Limitation on Dividends and Share Repurchases.

     Declare or pay any dividend (other than dividends payable solely in Capital Stock (other than Disqualified Capital Stock) of the Borrower or options, warrants or other rights to purchase Capital Stock (other than Disqualified Capital Stock) of the Borrower) on, or make any payment on account of (including to set apart assets for a sinking or other analogous fund for) the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of the Borrower or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in Capital Stock (other than Disqualified Capital Stock) of the Borrower or options, warrants or other rights to purchase common stock of the Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower, except that:

     (a) the Borrower may pay or make any dividend, payment or distribution in an amount not exceeding the Available Excluded Contribution Amount immediately prior to the time of the payment or making of such dividend, payment or distribution, provided that no such dividend, payment or distribution shall be permitted if a Default or Event of Default has occurred and is continuing or would result therefrom unless the aggregate amount of such dividend, payment or distribution does not exceed the aggregate amount of any Excluded Contributions (to the extent not applied to permit any dividend, payment or distribution pursuant to this Section 7.7(a)) received within the 90 day period preceding the date of such dividend, payment or distribution;

     (b) after the fiscal year ended October 31, 2010, the Borrower may pay or make any other dividend, payment or distribution in an amount not exceeding the Available Amount immediately prior to the time of the payment or making of such dividend, payment or distribution; provided that, at the time of such payment, dividend or distribution, (i) no Default or Event of Default has occurred and is continuing or would

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result therefrom and (ii) immediately after giving effect to such dividend, payment or distribution, the Consolidated Leverage Ratio of the Borrower as of the last day of the Most Recent Four Quarter Period, calculated on a pro forma basis after giving effect to such dividend, payment or distribution, is less than 4.00 to 1.00;

     (c) the Borrower may pay cash dividends in an amount sufficient to allow any Parent Entity to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if any Parent Entity shall own any material assets other than the Capital Stock of the Borrower or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, the Borrower or its Subsidiaries, such cash dividends with respect to such Parent Entity shall be limited to the reasonable and proportional share, as determined by the Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in the Borrower or another Parent Entity and such other related assets;

     (d) the Borrower may pay cash dividends in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by any Parent Entity in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement or any of the other Loan Documents and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, in the case of sub-clause (i) above, if any Parent Entity shall own any material assets other than the Capital Stock of the Borrower or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, the Borrower or its Subsidiaries, with respect to such Parent Entity such cash dividends shall be limited to the reasonable and proportional share, as determined by the Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in another Parent Entity, the Borrower and such other assets;

     (e) the Borrower may repurchase or may pay cash dividends in an amount sufficient to allow any Parent Entity to repurchase shares of Capital Stock of the Borrower or such Parent Entity, as the case may be, or rights, options or units in respect thereof from any Management Investors or former Management Investors (or any of their respective heirs, successors, assigns, legal representatives or estates), or as otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $5,000,000; provided that such amount shall be increased by (i) an amount equal to $2,500,000 on each anniversary of the Closing Date, commencing on the first anniversary of the Closing Date, and (ii) an amount equal to the proceeds to the Borrower (whether received by it directly or from a Parent Entity or applied to pay Parent Entity expenses) of any resales or new issuances of shares and options to any Management Investors, at any time after the initial issuances to any Management Investors, together with the aggregate amount of deferred compensation owed by the Borrower or any of its Subsidiaries to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the initial issuances to any thereof

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in connection with the grant to such Management Investor of the right to receive or acquire shares of the Borrower’s or any Parent Entity’s Capital Stock;

     (f) the Borrower may pay cash dividends, or make payments (i) pursuant to any Tax Sharing Agreement and (ii) to any Parent Entity to pay or permit any Parent Entity to pay any Related Taxes;

     (g) the Borrower may pay cash dividends in an amount sufficient to allow any Parent Entity to pay all fees and expenses incurred in connection with the Transactions and the other transactions expressly contemplated by this Agreement and the other Loan Documents;

     (h) the Borrower may repurchase or withhold, or may pay cash or other dividends in an amount sufficient to allow any Parent Entity to repurchase or withhold, Capital Stock of the Borrower or any Parent Entity in connection with the exercise of stock options or warrants or the vesting of restricted stock (including restricted stock units) if such Capital Stock represent a portion of the exercise price of, or withholding obligation with respect to such options, warrants or restricted stock; and

     (i) in addition to cash dividends, payments and distributions expressly permitted by this Section 7.7, the Borrower may make cash dividends, payments and distributions in an aggregate amount not to exceed 2.5% of Consolidated Tangible Assets.

For the purposes of this Section 7.7, if the Convertible Notes Indenture is amended, modified or otherwise supplemented or any provision thereof is waived after the Closing Date, any payments made with respect to the Convertible Notes in excess of principal, interest and other fees payable with respect to the Convertible Notes prior to such amendment, modification, supplement or waiver because of such amendment, modification, supplement or waiver through and including the final redemption, repurchase or retirement of the Convertible Notes shall be deemed to be a dividend subject to the provisions of this Section 7.7.

     Section 7.8 Limitation on Investments, Loans and Advances.

     Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment, in cash or by transfer of assets or property, in (each an “Investment”), any other Person, except:

     (a) extensions of trade credit in the ordinary course of business;

     (b) Investments in cash and Cash Equivalents;

     (c) Investments existing on the Closing Date;

     (d) Investments in notes receivable and other instruments and securities obtained in connection with transactions permitted by
Section 7.6(d);

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     (e) loans and advances to officers, directors or employees of the Borrower or any of its Subsidiaries (i) in the ordinary course of business for travel and entertainment expenses, (ii) existing on the Closing Date, (iii) made after the Closing Date for relocation expenses in the ordinary course of business, (iv) made for other purposes in an aggregate amount (as to the Borrower and all of its Subsidiaries), together with the aggregate amount of all Guarantee Obligations permitted pursuant to Section 7.4(d)(iii), of up to $5,000,000 outstanding at any time and (v) relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity or as otherwise specified in Section 7.10;

     (f) loans and advances to Management Investors in connection with the purchase by such Management Investors of Capital Stock of any Parent Entity (so long as such Parent Entity applies an amount equal to the net cash proceeds of such purchases to, directly or indirectly, make capital contributions to, or purchase Capital Stock of, the Borrower or applies such proceeds to pay Parent Entity expenses) or the Borrower of up to $10,000,000 outstanding at any one time;

     (g) Investments by the Borrower or any Subsidiary in the Borrower or any other Subsidiary;

     (h) acquisitions expressly permitted by Section 7.9;

     (i) Investments of the Borrower and its Subsidiaries under Interest Rate Protection Agreements or under Permitted Hedging Arrangements;

     (j) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described in Sections 7.3(c), 7.3(d) or 7.3(f);

     (k) Investments representing non-cash consideration received by the Borrower or any of its Subsidiaries in connection with any Disposition or Asset Sale, provided that in the case of any Disposition or Asset Sale permitted under Sections 7.6(h) or 7.6(i), such non-cash consideration constitutes not more than 25% of the aggregate consideration received in connection with such Disposition or Asset Sale and any such non-cash consideration received by the Borrower or any other Loan Party is pledged to the Collateral Agent for the benefit of the Lenders pursuant to the Security Documents;

     (l) Investments by the Borrower or any of its Subsidiaries in a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Borrower or such Subsidiary in an aggregate amount not to exceed an amount equal to $10,000,000 outstanding at any time; provided that (i) such amount shall be increased by an amount equal to $2,500,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased, (ii) such amount and any increase in such amount permitted by clause (i) shall be reduced by the aggregate principal amount of Indebtedness in respect of Guarantee Obligations permitted by Section 7.4(n), (iii) the

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Borrower or such Subsidiary complies with the provisions of Section 6.9(b) hereof, if applicable, with respect to such ownership interest;

     (m) Investments in industrial development or revenue bonds or similar obligations secured by property or assets leased to and operated by the Borrower or any of its Subsidiaries that were issued in connection with the financing or refinancing of such property or assets, so long as the Borrower or any such Subsidiary may obtain title to such property or assets at any time by optionally canceling such bonds or obligations, paying a nominal fee and terminating such financing transaction;

     (n) Investments representing evidences of Indebtedness, securities or other property received from another Person by the Borrower or any of its Subsidiaries in connection with any bankruptcy proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person held by the Borrower or any of its Subsidiaries; provided that any such securities or other property received by the Borrower or any other Loan Party is pledged to the Collateral Agent for the benefit of the Lenders pursuant to the Security Documents;

     (o) any Investment to the extent made using Capital Stock of the Borrower (other than Disqualified Capital Stock) or Capital Stock of any Parent Entity as consideration;

     (p) in addition to Investments otherwise expressly permitted by this Section 7.8, Investments by the Borrower or any of its Subsidiaries in an aggregate amount outstanding at any time not to exceed the greater of (x) 4.5% of Consolidated Tangible Assets and (y) $25,000,000; provided that (in the case of this clause (y)) such amount shall be increased by the amount of Cumulative Excess Cash Flow Not Otherwise Applied (which shall be available for use hereunder only at any time that the Consolidated Leverage Ratio of the Borrower as at the last day of the Most Recent Four Quarter Period is less than or equal to 4.00 to 1.00);

     (q) any Investment in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom;

     (r) any Investment in an amount that does not exceed the Available Excluded Contribution Amount immediately prior to the time of the making of such Investment; and

     (s) any Investment expressly permitted by Section 7.7.

     For purposes of determining compliance with this Section 7.8, in the event that any Investment meets the criteria of more than one of the types of Investments described in clauses (a) through (s) above, the Borrower, in its sole discretion, shall classify such item of Investment and may include the amount and type of such Investment in one or more of such clauses (including in part under one such clause and in part under another such clause).

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     Section 7.9 Limitations on Certain Acquisitions.

     Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Borrower and its Subsidiaries shall be allowed to make any such acquisition so long as:

     (a) such acquisition is expressly permitted by Section 7.5, or

     (b) the aggregate consideration paid by the Borrower and its Subsidiaries for such acquisition (including cash and Indebtedness incurred or assumed in connection with such acquisition) consists of any combination of:

     (i) Capital Stock of the Borrower or any Parent Entity; and/or

     (ii) Cash, property and/or Indebtedness (whether incurred or assumed) in an aggregate amount not exceeding the greater of (x) the sum of (A) the aggregate Net Cash Proceeds of all Asset Sales pursuant to Section 7.6 not required to be applied to a mandatory prepayment of the Term Loans pursuant to Section 3.4(c)(i)(2) plus (B) Cumulative Excess Cash Flow Not Otherwise Applied and (y) the Available Amount immediately prior to the time of payment of such cash consideration pursuant to this clause (ii)(y); and/or

     (iii) Cash, property and/or Indebtedness (whether incurred or assumed) in an aggregate amount not exceeding the Available Excluded Contribution Amount immediately prior to the time of payment of such cash consideration pursuant to this clause (iii); and/or

     (iv) other cash, property and Indebtedness (whether incurred or assumed) in an aggregate amount that, when aggregated with all other amounts of such cash and property paid, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does not exceed $20,000,000 in the aggregate since the Closing Date; or

     (c) (i) immediately after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing as a result of such acquisition, (ii) the Consolidated Leverage Ratio for the Most Recent Four Quarter Period, calculated on a pro forma basis giving effect to such acquisition, is equal to or less than either (x) 4.00 to 1.00 or (y) the Consolidated Leverage Ratio for the Most Recent Four Quarter Period prior to giving effect such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and evidenced by a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) promptly upon or prior to the consummation of such acquisition), and (iii) the acquired Person and its Subsidiaries (to the extent the same become Wholly Owned Domestic Subsidiaries) shall become Guarantors pursuant to the terms of Section 6.9(b).

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     Section 7.10 Limitation on Transactions with Affiliates.

     Enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) otherwise permitted under this Agreement, and (b) upon terms no less favorable to the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; provided that nothing contained in this Section 7.10 shall be deemed to prohibit:

     (a) the Borrower or any of its Subsidiaries from entering into or performing any consulting, management or employment agreements or other compensation arrangements with a director, officer or employee of the Borrower or any of its Subsidiaries that provides for annual aggregate base compensation not in excess of $2,000,000 for each such director, officer or employee;

     (b) the Borrower or any of its Subsidiaries from entering into or performing an agreement with any CD&R Investor or any Affiliate of any CD&R Investor for the rendering of management, consulting or financial advisory services for compensation not to exceed in the aggregate $2,000,000 per year plus reasonable out-of-pocket expenses;

     (c) the payment of transaction expenses in connection with this Agreement or any of the Transactions;

     (d) the Borrower or any of its Subsidiaries from entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries or any Parent Entity, in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by any Parent Entity (provided that, if such Parent Entity shall own any material assets other than the Capital Stock of the Borrower or another Parent Entity, or other assets relating to the ownership interest of such Parent Entity in the Borrower or another Parent Entity, such liabilities shall be limited to the reasonable and proportional share, as determined by the Borrower in its reasonable discretion, of such liabilities relating or allocable to the ownership interest of such Parent Entity in the Borrower or another Parent Entity and such other related assets) or the Borrower or any of its Subsidiaries, (B) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries or any Parent Entity or any of their predecessors or successors, (C) arising out of the performance by any Affiliate of any CD&R of management consulting or financial advisory services provided to the Borrower or any of its Subsidiaries or any Parent Entity, (D) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries or any Parent Entity, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (E) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary

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duty as a director or officer of the Borrower or any of its Subsidiaries or any Parent Entity;

     (e) the Borrower or any of its Subsidiaries from (i) performing any agreements or commitments with or to any Affiliate existing on the Closing Date (including the Investment Documents) or (ii) entering into and performing any Tax Sharing Agreement;

     (f) any transaction permitted under Sections 3.4(b), 7.4, 7.5, 7.7, 7.8(e) or 7.8(f), and any transaction with a Wholly Owned Subsidiary of the Borrower;

     (g) the Borrower from paying to CD&R, any CD&R Investor or any of their respective Affiliates fees of up to $8,250,000 in the aggregate, plus out-of-pocket expenses, in connection with the Transactions;

     (h) the Transactions and all transactions relating thereto and agreements in connection therewith, including in connection with the Investment Documents; and

     (i) any issuance or sale of Capital Stock of the Borrower or capital contribution to the Borrower.

     For purposes of this Section 7.10, (A) any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in clause (b) of the first sentence hereof if (i) such transaction is approved by a majority of the Disinterested Directors of the board of directors of any Parent Entity, the Borrower or such Subsidiary, or (ii) in the event that at the time of any such transaction, there are no Disinterested Directors serving on the board of directors of any Parent Entity, the Borrower or such Subsidiary, such transaction shall be approved by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required, and (B) “Disinterested Director” shall mean, with respect to any Person and transaction, a member of the board of directors of such Person who does not have any material direct or indirect financial interest in or with respect to such transaction.

     Section 7.11 Limitation on Optional Payments and Modifications of Debt Instruments and Other Documents.

     (a) Make any optional payment or prepayment on or optional repurchase or redemption of any Subordinated Indebtedness, other than the Convertible Notes, including any optional payments on account of, or for a sinking or other analogous fund for, the repurchase, redemption, defeasance or other acquisition thereof, except optional payments, prepayments, repurchases, redemptions, defeasance or other acquisition of such Subordinated Indebtedness (x) in an amount that does not exceed the Cumulative Excess Cash Flow Not Otherwise Applied so long as the Consolidated Leverage Ratio of the Borrower for the Most Recent Four Quarter Period (after giving effect to such payment, prepayment, repurchase, redemption, defeasance or other acquisition) is less than or equal to 4.00 to 1.00, (y) in an amount that does not exceed the sum of (1) the Available Amount plus (2) the Available Excluded Contribution Amount immediately prior to the time of making of such optional payment, prepayment, repurchase or

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redemption or (z) out of the Net Proceeds of, or in exchange for Subordinated Indebtedness or Capital Stock of the Borrower or any Parent Entity.

     (b) In the event of the occurrence of a Change of Control, repurchase or repay any Subordinated Indebtedness or any portion thereof, unless the Borrower shall have (i) made payment in full of the Term Loans and any other amounts then due and owing to any Lender or the Administrative Agent hereunder and under any Note or (ii) made an offer to pay the Term Loans and any amounts then due and owing to each Lender and the Administrative Agent hereunder and under any Note and shall have made payment in full thereof to each such Lender or the Administrative Agent which has accepted such offer.

     (c) Amend, supplement, waive or otherwise modify any of the provisions of any documents governing Subordinated Indebtedness (including pursuant to an extension, renewal, replacement or refinancing thereof) which amends, supplements, waives, or otherwise modifies any subordination provisions contained therein in any manner that is adverse to the Lenders in any material respect.

     (d) Amend, supplement, waive or otherwise modify any of the terms and conditions of the Tax Sharing Agreement in any manner that would increase the amounts payable by Borrower or any of its Subsidiaries thereunder or otherwise amend, supplement, waive or otherwise modify any of the terms and conditions of the Tax Sharing Agreement except to the extent that any such amendment, supplement, waiver or modification could not reasonably be expected to have a Material Adverse Effect.

     Section 7.12 Limitation on Lines of Business. Enter into any business, either directly or through any Subsidiary or joint venture or similar arrangement described in Section 7.8(l), except for those businesses of the same general type as those in which the Borrower and its Subsidiaries are engaged on the Closing Date or which are reasonably related thereto, taken as a whole, and any other business that in the aggregate is not material to the Borrower and its Subsidiaries, taken as a whole.

ARTICLE VIII

EVENTS OF DEFAULT

     Section 8.1 Defaults. If any of the following events shall occur and be continuing:

     (a) The Borrower shall fail to pay any principal of any Term Loan when due in accordance with the terms hereof (whether at stated maturity, by mandatory prepayment or otherwise); or the Borrower shall fail to pay any interest on any Term Loan, or any other amount payable hereunder, within five (5) days after any such interest or other amount becomes due in accordance with the terms hereof; or

     (b) Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any amendment, modification or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Agreement or any such other Loan Document

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shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

     (c) Any Loan Party shall default in the observance or performance of any agreement contained in Section 6.7(a) or Article VII of this Agreement or Section 5.2.2 of the Guarantee and Collateral Agreement; provided that, in the case of a default in the observance or performance of its obligations under Section 6.7(a) hereof, such default shall have continued unremedied for a period of two days after a Responsible Officer of the Borrower shall have discovered or should have discovered such default, and provided further that, in the case of a default in the observance of or compliance with its obligations under Section 7.1(a) hereof for any four fiscal quarter period, such default shall have continued unremedied for a period of five Business Days after the Calculation Date with respect to such period; or

     (d) Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Article VIII), and such default shall continue unremedied for a period ending on the earlier of (i) the date 32 days after a Responsible Officer of the Borrower shall have discovered or should have discovered such default and (ii) the date 15 days after written notice has been given to the Borrower by the Administrative Agent or the Required Lenders; or

     (e) The Borrower or any of its Subsidiaries shall (i) default in (x) any payment of principal of or interest on any Indebtedness in excess of $15,000,000 or (y) in the payment of any Guarantee Obligation in excess of $15,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created; or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness or Guarantee Obligation referred to in clause (i) above or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice or lapse of time if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable (an “Acceleration”), and such time shall have lapsed and, if any notice (a “Default Notice”) shall be required to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given, and (in the case of any Indebtedness or Guarantee Obligation created under the ABL Facility Documents) either a further period of 30 days shall have elapsed or such Acceleration of such Indebtedness or Guarantee Obligation shall have occurred; or

     (f) If (i) any Loan Party or any Material Subsidiaries of the Borrower shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,

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adjustment, winding-up, liquidation, dissolution, composition or other similar relief with respect to it or its debts, or (B) seeking appointment of a receiver, interim receiver, receivers, receiver and manager, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Loan Party or any Material Subsidiaries of the Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Loan Party or any Material Subsidiaries of the Borrower any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 60 days; or (iii) there shall be commenced against any Loan Party or any Material Subsidiaries of the Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Loan Party or any Material Subsidiaries of the Borrower shall take any corporate action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Loan Party or any Material Subsidiaries of the Borrower shall be generally unable to, or shall admit in writing its general inability to, pay its debts as they become due; or

     (g) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of either of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is in the reasonable opinion of the Administrative Agent likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA other than a standard termination pursuant to Section 4041(b) of ERISA, (v) either of the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Administrative Agent is reasonably likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan, or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could be reasonably expected to result in a Material Adverse Effect; or

     (h) One or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries involving in the aggregate at any time a liability (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) of $15,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

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     (i) Any of the Security Documents shall cease for any reason to be in full force and effect (other than pursuant to the terms hereof or thereof), or any Loan Party which is a party to any of the Security Documents shall so assert in writing, or (ii) the Lien created by any of the Security Documents shall cease to be perfected and enforceable in accordance with its terms or of the same effect as to perfection and priority purported to be created thereby with respect to any significant portion of the Collateral (other than in connection with any termination of such Lien in respect of any Collateral as permitted hereby or by any Security Document), and such failure of such Lien to be perfected and enforceable with such priority shall have continued unremedied for a period of 20 days; or

     (j) A Change of Control shall have occurred;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments, if any, shall immediately terminate and the Term Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to the Borrower, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Term Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall immediately become due and payable.

     Section 8.2 Waiver of Prior Defaults. Effective as of the Closing Date, the Lenders and the Administrative Agent hereby irrevocably waive any Default or Event of Default in existence under the terms and provisions of the Original Credit Agreement immediately prior to the effectiveness of the amendment and restatement of the Original Credit Agreement by this Agreement, and any right or remedy with respect thereto under or relating to any Loan Document or any Credit Document. For purposes of the preceding sentence, the terms “Default”, “Event of Default” and “Credit Document” are used as defined in the Original Credit Agreement.

     Section 8.3 Waiver of Notices. Except as expressly provided above in this Article VIII, presentment, demand, protest and all other notices of any kind are hereby expressly waived.

ARTICLE IX

THE AGENTS AND THE OTHER REPRESENTATIVES

     Section 9.1 Appointment.

     Each Lender hereby irrevocably designates and appoints Wachovia Bank, National Association as the Administrative Agent and Collateral Agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes

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Wachovia Bank, National Association, as Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent and the Other Representatives shall not have any duties or responsibilities, except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Other Representatives. Each of the Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates).

     Section 9.2 Delegation of Duties.

     In performing its functions and duties under this Agreement, each Agent shall act solely as agent for the Lenders and, as applicable, the other Secured Parties, and no Agent assumes any (and shall not be deemed to have assumed any) obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Each Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact (including the Collateral Agent in the case of the Administrative Agent), and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact or counsel selected by it with reasonable care.

     Section 9.3 Exculpatory Provisions.

     None of the Administrative Agent or any Other Representative nor any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action taken or omitted to be taken by such Person under or in connection with this Agreement or any other Loan Document (except for the gross negligence or willful misconduct of such Person or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates) or (b) responsible in any manner to any of the Lenders for (i) any recitals, statements, representations or warranties made by the Borrower or any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any Other Representative under or in connection with, this Agreement or any other Loan Document, (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Notes or any other Loan Document, (iii) for any failure of the Borrower or any other Loan Party to perform its obligations hereunder or under any other Loan Document, (iv) the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, (v) the satisfaction of any of the conditions precedent set forth in Article V, or (vi) the existence or

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possible existence of any Default or Event of Default. Neither the Administrative Agent nor any Other Representative shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any other Loan Party. Each Lender agrees that, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or given to the Administrative Agent for the account of or with copies for the Lenders, the Administrative Agent and the Other Representatives shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may come into the possession of the Administrative Agent and the Other Representatives or any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates.

     Section 9.4 Reliance by the Administrative Agent.

     The Administrative Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. The Administrative Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to Section 10.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and any Notes and the other Loan Documents in accordance with a request of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to Section 10.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Term Loans.

     Section 9.5 Notice of Default.

     The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that

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the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action reasonably promptly with respect to such Default or Event of Default as shall be directed by the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to Section 10.1(a); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

     Section 9.6 Acknowledgements and Representations by Lenders.

     Each Lender expressly acknowledges that none of the Administrative Agent or the Other Representatives nor any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or any Other Representative hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or such Other Representative to any Lender. Each Lender represents to the Administrative Agent, the Other Representatives and each of the Loan Parties that, independently and without reliance upon the Administrative Agent, the Other Representatives or any other Lender, and based on such documents and information as it has deemed appropriate, it has made and will make, its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties, it has made its own decision to make its Term Loans hereunder and enter into this Agreement and it will make its own decisions in taking or not taking any action under this Agreement and the other Loan Documents and, except as expressly provided in this Agreement, neither the Administrative Agent nor any Other Representative shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter. Each Lender represents to each other party hereto that it is a bank, savings and loan association or other similar savings institution, insurance company, investment fund or company or other financial institution which makes or acquires commercial loans in the ordinary course of its business, that it is participating hereunder as a Lender for such commercial purposes, and that it has the knowledge and experience to be and is capable of evaluating the merits and risks of being a Lender hereunder. Each Lender acknowledges and agrees to comply with the provisions of Section 10.6 applicable to the Lenders hereunder.

     Section 9.7 Indemnification.

     (a) The Lenders agree to indemnify each Agent (or any Affiliate thereof) (to the extent not reimbursed by the Borrower or any other Loan Party and without limiting the obligation of the Borrower to do so), ratably according to their respective Total Credit Percentages in effect on the date on which indemnification is sought under this Section from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the Term Loans) be imposed on, incurred by or asserted against the Administrative Agent (or any Affiliate thereof) in any way relating to or arising out

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of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or thereby or any action taken or omitted by any Agent (or any Affiliate thereof) under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent arising from (a) such Agent’s gross negligence or willful misconduct or (b) claims made or legal proceedings commenced against such Agent by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. The agreements in this Section shall survive the payment of the Term Loans and all other amounts payable hereunder.

     (b) The agreements in this Section 9.7 shall survive the payment of all Borrower Obligations and Guaranteed Obligations (each as defined in the Guarantee and Collateral Agreement).

     Section 9.8 The Administrative Agent and Other Representatives in Their Individual Capacity.

     The Administrative Agent, the Other Representatives and their Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower or any other Loan Party as though the Administrative Agent and the Other Representatives were not the Administrative Agent or the Other Representatives hereunder and under the other Loan Documents. With respect to Term Loans made or renewed by them and any Note issued to them, the Administrative Agent and the Other Representatives shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though they were not the Administrative Agent or an Other Representative, and the terms “Lender” and “Lenders” shall include the Administrative Agent and the Other Representatives in their individual capacities.

     Section 9.9 Collateral Matters.

     (a) Each Lender authorizes and directs the Collateral Agent to (x) enter into the Security Documents and the Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties and (y) enter into any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence of any Loan Party or any Subsidiary thereof of Additional Indebtedness (the “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents). Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement, the Security Documents or the Intercreditor Agreement (as amended by any Intercreditor Agreement Supplement), and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with

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respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

     (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to, and the Administrative Agent and the Collateral Agent, as applicable, shall release any Lien granted to or held by such Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) upon the sale or other Disposition of such Collateral (to a Person other than a Loan Party) expressly permitted under Section 7.6, including sales in the ordinary course of business, (iii) upon any merger, amalgamation, consolidation, sale, lease, transfer or other Disposition expressly permitted under Section 7.5(d) and (iv) if approved, authorized or ratified in writing by the Required Lenders (or such greater amount, to the extent required by Section 10.1) or (v) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders shall confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.9.

     (c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 10.18. Upon request by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority under this subsection 9.9(c).

     (d) No Agent shall have any obligation whatsoever to the Lenders to assure that the Collateral exists or is owned by the Borrower or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agents in this Section 9.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, each Agent may act in any manner it may deem appropriate, in its sole discretion, given such Agent’s own interest in the Collateral as Lender and that no Agent shall have any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct.

     (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as contemplated by Section 10.18 with the written consent of the Agent party thereto and the Loan Party party thereto.

     (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree.

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     Section 9.10 Successor Agent.

     (a) Subject to the appointment of a successor as set forth herein, the Administrative Agent and the Collateral Agent may resign or be removed as Administrative Agent or Collateral Agent, respectively, under this Agreement and the other Loan Documents, as follows:

     (i) The Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, upon 10 days’ notice to the Lenders and the Borrower.

     (ii) If the Administrative Agent or the Collateral Agent is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Borrower may, upon 10 days’ notice to the Administrative Agent or Collateral Agent, as applicable, remove such agent.

     (iii) If an ABL Default Event shall have occurred and be continuing, and the Administrative Agent or Collateral Agent, as applicable, is an Affiliate of or the same Person as the administrative agent or collateral agent under the ABL Facility Agreement, the Required Lenders may, upon 10 days’ notice to the Administrative Agent or Collateral Agent, as applicable, remove such agent.

     (b) If the Administrative Agent or Collateral Agent shall resign or be removed as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to approval by the Borrower, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Term Loans. After any retiring Agent’s resignation or removal as Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. Additionally, after any retiring Agent’s resignation as such Agent, the provisions of this Section shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and the other Loan Documents.

     (c) Any successor agent shall be subject to approval by the Borrower, which approval (i) shall not be unreasonably withheld or delayed in the case of any successor agent that is a commercial bank with a combined capital and surplus of at least $500,000,000 and (ii) may otherwise be withheld by the Borrower in its sole discretion. It is understood and agreed that the Borrower shall have no obligation to pay any fee to any successor agent that is greater than or in addition to the fees payable to the Administrative Agent on the date hereof.

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     Section 9.11 Other Representatives.

     None of the entities identified as joint bookrunners and joint lead arrangers pursuant to the definition of Other Representative contained herein, shall have any duties or responsibilities hereunder or under any other Loan Document in its capacity as such.

     Section 9.12 Withholding Tax.

     To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred.

ARTICLE X

MISCELLANEOUS

     Section 10.1 Amendments and Waivers.

     (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, supplemented, modified or waived except in accordance with the provisions of this Section 10.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent and the Collateral Agent may, from time to time, (x) enter into with the respective Loan Parties hereto or thereto, as the case may be, written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or to the other Loan Documents or changing, in any manner the rights or obligations of the Lenders or the Loan Parties hereunder or thereunder or (y) waive at any Loan Party’s request, on such terms and conditions as the Required Lenders, the Administrative Agent or the Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall:

     (i) reduce the amount or extend the scheduled date of maturity of any Term Loan or of any scheduled installment thereof under Section 2.3, or reduce or forgive the stated rate of any interest, commission or fee payable hereunder (other than as a result of any waiver of the applicability of any post-default increase in interest rates), or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Commitment, or change the currency in which any Term Loan is payable, in each case without the consent of each Lender directly and adversely affected

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thereby (it being understood that (x) waivers, amendment, supplements or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitment of all Lenders shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender and (y) any waiver, amendment, supplement or modification of Section 3.4 or Section 3.7 shall not be subject to this clause (i));

     (ii) amend, modify or waive any provision of this Section 10.1(a) or reduce the percentage specified in the definition of Required Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents (other than pursuant to Section 7.5 or Section 10.6(a)), in each case without the written consent of all the Lenders;

     (iii) release any Guarantor under any Security Document, or, in the aggregate (in a single transaction or a series of related transactions), substantially all of the Collateral without the consent of all of the Lenders, except as expressly permitted hereby or by any Security Document (as such documents are in effect on the date hereof or, if later, the date of execution and delivery thereof in accordance with the terms hereof);

     (iv) require any Lender to make Term Loans having an Interest Period of longer than six months without the consent of such Lender; or

     (v) amend, modify or waive any provision of Article IX without the written consent of the then Administrative Agent and of any Other Representative affected thereby;

provided further that, notwithstanding the foregoing, the Collateral Agent may, in its discretion, release the Lien on Collateral valued in the aggregate not in excess of $10,000,000 in any fiscal year without the consent of any Lender.

     (b) Any waiver and any amendment, supplement or modification pursuant to this Section 10.1 shall apply to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Term Loans. In the case of any waiver, each of the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

     (c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the existing Facilities and the accrued interest and fees in respect thereof, (y) to include, as appropriate, the Lenders holding such credit facilities in any

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required vote or action of the Required Lenders or of the Lenders of each Facility hereunder and (z) to provide class protection for any additional credit facilities in a manner consistent with those provided the original Facilities pursuant to the provisions of Section 10.1(a) as originally in effect.

     (d) Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth in Section 10.1(a), (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Borrower or Guarantor to use cash collateral in the context of a bankruptcy or insolvency proceeding.

     (e) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement and/or any other Loan Document as contemplated by Section 10.1(a), the consent of each Lender or each affected Lender, as applicable, is required and the consent of the Required Lenders at such time is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each such other Lender, a “Non-Consenting Lender”), then the Borrower may, on written notice to the Administrative and the Non-Consenting Lender, replace such Non-Consenting Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.6 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to the applicable change, waiver, discharge or termination of this Agreement and/or the other Loan Documents; and provided, further, that all obligations of the Borrower owing to the Non-Consenting Lender relating to the Term Loans and participations so assigned shall be paid in full by the assignee Lender to such Non-Consenting Lender concurrently with such Assignment and Acceptance. In connection with any such replacement under this Section 10.1(e), if the Non-Consenting Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Borrower after the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to the Non-Consenting Lender relating to the Term Loans and participations so assigned shall be paid in full by the assignee Lender to such Non-Consenting Lender, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Consenting Lender.

     Section 10.2 Notices.

     (a) All notices, requests, and demands to or upon the respective parties hereto to be effective shall be in writing (including telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three days

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after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, electronic communication (including electronic message attachment and internet or intranet websites reasonably approved by the Administrative Agent) or delivery by a nationally recognized overnight courier, when received, addressed as follows in the case of the Borrower, the Administrative Agent and the Collateral Agent, and as set forth in Schedule A in the case of the other parties hereto, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Term Loans:

The Borrower:	NCI Building Systems, Inc.
	10943 N. Sam Houston Parkway W.
	Houston, Texas 77064
	Attention: Chief Financial Officer
	Facsimile: 281-897-7837
	Telephone: 281-897-7658
	Email: mejohnson@ncilp.com
with copies (which copies will not constitute notice) to:
	Debevoise & Plimpton LLP
	Attention: David A. Brittenham
	919 Third Avenue
	New York, New York 10022
	Facsimile: 212-909-6836
	Telephone: 212-909-6000
	Email: dabrittenham@debevoise.com
The Administrative Agent and the Collateral Agent:
	Wells Fargo Securities, LLC
	Attention: Patrick McKinnon
	Facsimile: 704-374-3300
	Telephone: 704-715-4433
	Email: patrick.mckinnon@wachovia.com
	Wells Fargo Bank, NA
	21 Waterway Avenue, Suite 600
	The Woodlands, TX 77380
	Attention: Janet Ritter
	Facsimile: 281-362-6611
	Telephone: 281-362-6635
	Email: ritterj@wellsfargo.com

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders pursuant to Sections 3.2, 3.4 or 3.7 shall not be effective until received.

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     (b) Without in any way limiting the obligation of any Loan Party and its Subsidiaries to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice, believed by the Administrative Agent in good faith to be from a Responsible Officer.

     Section 10.3 No Waiver; Cumulative Remedies.

     No failure to exercise and no delay in exercising, on the part of the Administrative Agent, any Lender or any Loan Party, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

     Section 10.4 Survival of Representations and Warranties.

     All representations and warranties made hereunder and in the other Loan Documents (or in any amendment, modification or supplement hereto or thereto) and in any certificate delivered pursuant hereto or such other Loan Documents shall survive the execution and delivery of this Agreement and the making of the Term Loans hereunder.

     Section 10.5 Payment of Expenses and Taxes.

     The Borrower agrees (a) to pay or reimburse the Agents and the Other Representatives for (1) all their reasonable out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, (ii) the consummation and administration of the transactions (including the syndication of the Commitments) contemplated hereby and thereby (including, without limitation, any fees and expenses in connection with the resignation or removal of the Administrative Agent pursuant to Section 9.10) and (iii) efforts to monitor the Term Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) (i) the reasonable fees and disbursements of a single firm of counsel to Wachovia Bank, National Association and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender and the Agents for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Agents and the Lenders, (c) to pay, indemnify, or reimburse each Lender and the Agents for, and hold each Lender and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment,

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supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify or reimburse each Lender, each Agent, their respective affiliates, and their respective officers, directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower of any of its Subsidiaries or any of the property of the Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided that the Borrower shall not have any obligation hereunder to the Administrative Agent, any other Agent or any Lender with respect to Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, any other Agent or any such Lender (or any of their respective directors, trustees, officers, employees, agents, successors and assigns) or (ii) claims made or legal proceedings commenced against the Administrative Agent, any other Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. No Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. All amounts due under this Section shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Section shall be submitted to the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Borrower shall have no obligation under this Section 10.5 to any Indemnitee with respect to any Taxes. The agreements in this Section shall survive repayment of the Term Loans and all other amounts payable hereunder.

     Section 10.6 Successors and Assigns; Participations and Assignments.

     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) other than in accordance with Section 7.5, none of the Loan Parties may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.

     (b) (i) Subject to the conditions set forth in Section 10.6(b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Tranche B Term Loan Commitment and/or Term Loans, pursuant to an Assignment and Acceptance, substantially in the form of Exhibit F) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

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     (1) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below), a CD&R Holder or, if an Event of Default under Sections 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Borrower’s prior written consent shall be required for such assignment; and

     (2) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or a CD&R Holder.

     (ii) Assignments shall be subject to the following additional conditions:

     (1) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Term Loans under any Facility, the amount of the Commitments or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless the Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or Section 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;

     (2) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments; and

     (3) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.

     For the purposes of this Section 10.6, the term “Approved Fund” has the following meaning: “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate of an entity that administers or manages a Lender.

     (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest

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assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and bound by any related obligations under) Sections 3.9, 3.10, 3.11, 3.12, 10.5 and 10.17). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

     (iv) The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 10.6, to maintain at one of its offices in New York, New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and interest and principal amount of the Term Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

     (v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance, record the information contained therein in the Register and give prompt notice of such assignment and recordation to the Borrower. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

     (vi) On or prior to the effective date of any assignment pursuant to this Section 10.6(b), the assigning Lender shall surrender any outstanding Notes held by it all or a portion of which are being assigned. Any Notes surrendered by the assigning Lender shall be returned by the Administrative Agent to the Borrower marked “cancelled”.

     (vii) Notwithstanding the foregoing, no Assignee, which as of the date of any assignment to it pursuant to this Section 10.6 would be entitled to any payment under Sections 3.9, 3.10 or 10.5 in an amount greater than the assigning Lender would have been entitled to as of such date under such Sections with respect to the rights assigned, shall be entitled to such greater payments unless the assignment was made after an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing or the Borrower has expressly consented in writing to waive the benefit of this provision at the time of such assignment.

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     (c) (i) Any Lender other than a Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Term Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Lender shall remain the holder of any such Term Loan for all purposes under this Agreement and the other Loan Documents, and (D) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1(a) and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of (and shall have the related obligations under) Sections 3.9, 3.10, 3.11, 3.12, 10.5 and 10.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7(b) as though it were a Lender, provided that such Participant shall be subject to Section 10.7(a) as though it were a Lender.

     (ii) No Loan Party shall be obligated to make any greater payment under Sections 3.9, 3.10 or 10.5 than it would have been obligated to make in the absence of any participation, unless the sale of such participation is made with the prior written consent of the Borrower and the Borrower expressly waives the benefit of this provision at the time of such participation. Any Participant shall not be entitled to the benefits of Section 3.10 unless such Participant complies with Section 3.10(b) and provides the forms and certificates referenced therein to the Lender that granted such participation.

     (d) Any Lender, without the consent of the Borrower or the Administrative Agent, may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute (by foreclosure or otherwise) any such pledgee or Assignee for such Lender as a party hereto.

     (e) No assignment or participation made or purported to be made to any Assignee or Participant shall be effective without the prior written consent of the Borrower if it would require the Borrower to make any filing with any Governmental Authority or qualify any Term Loan or Note under the laws of any jurisdiction, and the Borrower shall be entitled to request and receive such information and assurances as it may reasonably request from any Lender or any Assignee or Participant to determine whether any such filing or qualification is required or whether any assignment or participation is otherwise in accordance with applicable law.

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     (f) In the event of a Defaulting Lender, the Borrower may, on prior written notice to the Administrative Agent and the Defaulting Lender, replace such Defaulting Lender by causing such Defaulting Lender to (and such Defaulting Lender shall be obligated to) assign pursuant to Section 10.6 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; and provided, further, that all obligations of the Borrower owing to the Defaulting Lender relating to the Term Loans and participations so assigned shall be paid in full by the assignee Lender to such Defaulting Lender concurrently with such Assignment and Acceptance. In connection with any such replacement under this Section 10.6(f), if the Defaulting Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to the Defaulting Lender relating to the Term Loans and participations so assigned shall be paid in full by the assignee Lender to such Defaulting Lender, then such Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Defaulting Lender.

     (g) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Term Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b). The Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any domestic or foreign bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state, federal or provincial bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. Each such indemnifying Lender shall pay in full any claim received from the Borrower pursuant to this Section 10.6(g) within 30 Business Days of receipt of a certificate from a Responsible Officer of the Borrower specifying in reasonable detail the cause and amount of the loss, cost, damage or expense in respect of which the claim is being asserted, which certificate shall be conclusive absent manifest error. Without limiting the indemnification obligations of any indemnifying Lender pursuant to this Section 10.6(g), in the event that the indemnifying Lender fails timely to compensate the Borrower for such claim, any Term Loans held by the relevant Conduit Lender shall, if requested by the Borrower, be assigned promptly to the Lender that administers the Conduit Lender and the designation of such Conduit Lender shall be void.

     (h) If the Borrower wishes to replace the Term Loans or Commitments under any Facility with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders

109

under such Facility, instead of prepaying the Term Loans or reducing or terminating the Commitments to be replaced, to (i) require the Lenders under such Facility to assign such Term Loans or Commitments to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Section 10.1. Pursuant to any such assignment, all Term Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required if such Term Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrower), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Section 3.11. By receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Term Loans or Commitments under such Facility pursuant to the terms of the form of Assignment and Acceptance attached hereto as Exhibit F, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this paragraph are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement.

     Section 10.7 Adjustments; Set-off; Calculations; Computations.

     (a) If any Lender (a “benefited Lender”) shall at any time receive any payment from the Borrower or any Subsidiary thereof of all or part of its Term Loans owing to it or interest thereon, or receive any collateral from the Borrower or any Subsidiary thereof in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1(f), or otherwise (except pursuant to Sections 3.4, 3.8, 3.12(d) or 10.6), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Term Loans owing to it, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in such portion of each such other Lender’s Term Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without.

     (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon the occurrence of an Event of Default under Section 8.1(a) to set-off and appropriate and apply against any amount then due and payable under Section 8.1(a) by the Borrower any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

110

     Section 10.8 Judgment.

     (a) If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 10.8 referred to as the “Judgment Currency”) an amount due under any Loan Document in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding the date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that will give effect to such conversion being made on such date, or the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 10.8 being hereinafter in this Section 10.8 referred to as the “Judgment Conversion Date”).

     (b) If, in the case of any proceeding in the court of any jurisdiction referred to in Section 10.8(a), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due, the applicable Loan Party shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from any Loan Party under this Section 10.8(b) shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of any of the Loan Documents.

     (c) The term “rate of exchange” in this Section 10.8 means the rate of exchange at which the Administrative Agent, on the relevant date at or about 12:00 noon (New York time), would be prepared to sell, in accordance with its normal course foreign currency exchange practices, the Obligation Currency against the Judgment Currency.

     Section 10.9 Counterparts.

     This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of such counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be delivered to the Borrower and the Administrative Agent.

     Section 10.10 Severability.

     Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

111

     Section 10.11 Amendment.

     As of the Closing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement shall be amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement. As of the Closing Date, after giving effect to the Transactions, the amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish the Indebtedness and other obligations and liabilities of the Borrower evidenced by or arising under the Original Credit Agreement. For the avoidance of doubt, Guarantors (as defined in the Original Credit Agreement) party to the Original Credit Agreement shall not be parties hereto and shall have no rights, powers, privileges, duties or obligations as parties hereunder but shall be Guarantors party to the Guarantee and Collateral Agreement and the other Loan Documents to which they are a party as of the date hereof.

     Section 10.12 Integration.

     This Agreement and the other Loan Documents represent the entire agreement of each of the Loan Parties party hereto, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any of the Loan Parties party hereto, the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

     Section 10.13 GOVERNING LAW.

     THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     Section 10.14 Submission to Jurisdiction; Waivers.

     (a) Each party hereto hereby irrevocably and unconditionally:

     (i) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

     (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;

     (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially

112

similar form of mail), postage prepaid, to the Borrower, the applicable Lender or the Administrative Agent, as the case may be, at the address specified in Section 10.2 or at such other address of which the Administrative Agent, any such Lender and the Borrower shall have been notified pursuant thereto;

     (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

     (v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this section any consequential or punitive damages.

     Section 10.15 Acknowledgements.

     The Borrower hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

     (b) neither the Administrative Agent nor any Other Representative or Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and Lenders, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of creditor and debtor; and

     (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby and thereby among the Lenders or among any of the Borrower and the Lenders.

     Section 10.16 WAIVER OF JURY TRIAL.

     EACH OF THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     Section 10.17 Confidentiality.

     Each Agent and each Lender agrees to keep confidential any information (a) provided to it by or on behalf of the Borrower, or any of their respective Subsidiaries pursuant to or in connection with the Loan Documents or (b) obtained by such Lender based on a review of the books and records of the Borrower or any of their respective Subsidiaries; provided that nothing herein shall prevent any Lender from disclosing any such information (i) to any Agent, any Other Representative or any other Lender, (ii) to any Transferee, or prospective Transferee or any creditor or any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations which agrees to comply with the provisions of this section pursuant to a written instrument (or electronically recorded agreement

113

from any Person listed above in this clause (ii), which Person has been approved by the Borrower (such approval not be unreasonably withheld), in respect to any electronic information) for the benefit of the Borrower (it being understood that each relevant Lender shall be solely responsible for obtaining such instrument (or such electronically recorded agreement)), (iii) to its affiliates and the employees, officers, directors, agents, attorneys, accountants and other professional advisors of it and its affiliates, provided that such Lender shall inform each such Person of the agreement under this Section 10.17 and take reasonable actions to cause compliance by any such Person referred to in this clause (iii) with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Section 10.17), (iv) upon the request or demand of any Governmental Authority having jurisdiction over such Lender or its affiliates or to the extent required in response to any order of any court or other Governmental Authority or as shall otherwise be required pursuant to any Requirement of Law, provided that such Lender shall, unless prohibited by any Requirement of Law, notify the Borrower of any disclosure pursuant to this clause (iv) as far in advance as is reasonably practicable under such circumstances, (v) which has been publicly disclosed other than in breach of this Agreement, (vi) in connection with the exercise of any remedy hereunder, under any Loan Document or under any Interest Rate Protection Agreement, (vii) in connection with periodic regulatory examinations and reviews conducted by the National Association of Insurance Commissioners or any Governmental Authority having jurisdiction over such Lender or its affiliates (to the extent applicable), (viii) in connection with any litigation to which such Lender (or, with respect to any Interest Rate Protection Agreement, any affiliate of any Lender party thereto) may be a party, subject to the proviso in clause (iv), and (ix) if, prior to such information having been so provided or obtained, such information was already in an Agent’s or a Lender’s possession on a non-confidential basis without a duty of confidentiality to the Borrower being violated. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Acceptance, the confidentiality provisions of this Section 10.17 shall survive with respect to each Lender and Agent until the second anniversary of such Lender or Agent ceasing to be a Lender or Agent, respectively.

     Section 10.18 Additional Indebtedness. In connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness, each of the Administrative Agent and the Collateral Agent agree to execute and deliver the Intercreditor Agreement Supplement and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, any Security Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably deemed by the Borrower to be necessary or reasonably desirable for any Lien on the property or assets of any Loan Party permitted to secure such Additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) pursuant to the Security Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified or otherwise.

     Section 10.19 USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub.: 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify, and record information that identifies the Borrower, which information includes the name of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot

114

Act, and the Borrower agrees to provide such information from time to time to any Lender upon its written request.

115

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

NCI BUILDING SYSTEMS, INC.

By:

Name:

Title:

116

WACHOVIA BANK, NATIONAL ASSOCIATION,
Individually, as a Lender and as Administrative Agent and
Collateral Agent

By:

Name:

Title:

117

[Name of Lender]

By:

Name:

Title:

118

     Acknowledged and Agreed with respect to Sections 3.13(a) and 10.11:

NCI GROUP, INC.

By:

Name:

Title:

ROBERTSON-CECO II CORPORATION

By:

Name:

Title:

STEELBUILDING.COM, INC.

By:

Name:

Title:

119

These Schedules are an integral part of that certain Amended and Restated Credit Agreement, dated October 20, 2009, by and among NCI Building Systems, Inc., the several banks and other financial institutions from time to time parties thereto and Wachovia Bank, National Association (the “Agreement”), are incorporated therein by reference and are not intended to be independent from the Agreement.

Unless defined otherwise in these Schedules, capitalized terms used herein have the meanings given to them in the Agreement. Headings and italicized language included herein are included solely for ease of reference and shall not in any way limit the disclosures contained herein.

Disclosure of a matter that is not required to be made does not require disclosure of any similar matters not required to be disclosed, and disclosure of any item on any of the Schedules shall not constitute an admission that such item is material or required to be disclosed. Disclosure in any Schedule of any matter or document shall constitute a disclosure of such matter or document for purposes of all other Schedules to the extent the applicability to one or more other Schedules is reasonably apparent from the face of such Schedule.

The inclusion in these Schedules of any matter or document shall not imply any representation, warranty or undertaking not expressly given in the Agreement nor shall such disclosure be taken as extending the scope of any of the representations or warranties. Nothing in these Schedules constitutes an admission of any liability or obligation of any Loan Party to any third party, nor an admission against a Loan Party’s interests.

Document titles that are listed in italics have been provided by Borrower for the convenience of Administrative Agent. However, the provision of such titles shall not imply any representation or warranty as to the accuracy or completeness of such titles. Reference in these Schedules to an agreement includes a reference to all amendments, modifications or other supplements to such agreement, to the extent such amendments, modifications or other supplements have been made available to Administrative Agent.

1

Schedule A
to Amended and Restated Credit Agreement

Lenders

Lender	Commitment
AIB Debt Management, Limited	$	4,484,693.84
Amegy Bank National Association		382,653.07
Ares Enhanced Credit Opportunities Fund Ltd.		88,188.35
Ares Enhanced Loan Investment Strategy IR Ltd.		132,282.53
Ares VIII CLO Ltd.		866,886.18
Ares VIR CLO Ltd.		604,981.41
Ares VR CLO Ltd.		253,866.93
Bank of America, N.A.		956,632.65
Big Sky III Senior Loan Trust		371,819.77
Capital One Leverage Finance Corp.		3,146,258.51
CC Arbitrage, Ltd.		4,401,995.05
Centaur LowLev Arbitrage Fund Ltd.		1,953,585.17
Crédit Industriel et Commercial		6,813,064.44
Comerica Bank		3,895,238.10
Mercantil Commercebank, NA		3,836,495.07
Guaranty Bank (acquired by BBVA Compass)		16,830,628.52
Confluent 3 Limited		191,326.53
Del Mar CLO I, Ltd.		382,653.06
Eaton Vance CDO IX Ltd.		494,897.96
Eaton Vance CDO VIII, Ltd.		559,523.81
Eaton Vance Floating-Rate Income Trust		190,829.58
Eaton Vance Institutional Senior Loan Fund		1,463,998.99
Eaton Vance Limited Duration Income Fund		703,087.72
Eaton Vance Senior Floating-Rate Trust		282,857.14
Eaton Vance VT Floating-Rate Income Fund		95,663.26
Fullerton Capital Partners, L.P.		511,439.19
GE Business Financial Services Inc. (f/k/a Merrill Lynch Business Financial Services Inc.)		1,852,040.82
GE Commercial Loan Holding LLC		6,476,190.48
General Electric Capital Corporation		1,940,856.08
Grayson & Co.		3,055,918.89
Harris N.A.		3,026,257.67
ING Investment Management CLO I, Ltd.		428,923.55
ING Investment Management CLO V, Ltd.		238,095.24
ING Investment Management CLO IV, Ltd.		646,124.38
ING Investment Management CLO II, Ltd.		573,979.59
ING Investment Management CLO III, Ltd.		238,095.24
JMB Capital Partners Master Fund, L.P.		12,808,678.61
Longhorn CDO (Cayman) Ltd.		1,490,163.15
Luxor Capital LLC		12,498,134.45
Marathon CLO I Ltd.		1,744,575.68
Marathon CLO II Ltd.		1,573,290.22
Merritt CLO Holding LLC		7,324,473.97
Morgan Stanley Investment Management Croton, Ltd.		191,326.53

2

Schedule A
to Amended and Restated Credit Agreement

National City Bank		6,819,727.89
The Norinchukin Bank, New York Branch		676,681.29
Olympic CLO I		551,020.41
QUALCOMM Global Trading, Inc.		191,326.53
Cooperatieve Centrale Raiffeisen-Böerenleenbank, B.A. “Rabobank Nederland”, New York Branch		4,922,231.18
San Gabriel CLO I		367,346.93
Senior Debt Portfolio		1,116,905.11
Shasta CLO I		382,653.06
Sierra CLO II		382,653.07
The Sumitomo Trust & Banking Co., Ltd., New York Branch		1,894,990.32
Sycamore Opportunities Fund, L.P.		1,022,878.38
Trustmark National Bank		5,518,861.26
UBS AG, Stamford Branch		6,348,254.79
Venture III CDO Limited		191,326.53
Venture IV CDO Limited		244,688.14
Venture IX CDO Limited		191,326.53
Venture V CDO Limited		191,326.53
Wachovia Bank, National Association		4,059,280.39
Wells Fargo Bank, N.A.		4,923,850.28
TOTAL	$	150,000,000.00

3

Schedule B
to Amended and Restated Credit Agreement

Rollover Indebtedness

Secured Interest Rate Swap Agreement entered into with Wachovia Bank, N.A. in a notional amount equal to $65,000,000

Carter County, Tennessee Industrial Revenue Bond (Approximately $420,000 Remaining)

Convertible Notes ($58,750 Remaining)

Outstanding Letters of Credit (All Cash Collateralized at Approximately $12.4 Million), consisting of the following:

Letter of Credit	Expiry
Number	Date	Beneficiary	Amount
SM210246	9/29/2010	St. Paul Fire & Marine Insurance Company	$[Redacted]*
SM211112	12/1/2009	Zurich American Insurance Company	$[Redacted]*
SM219776	12/31/2009	Zurich American Insurance Company	$[Redacted]*
SM219780	4/27/2010	National Union Fire Insurance Company	$[Redacted]*
SM220984	1/12/2010	Bank of New York Mellon Trust Co. NA, formerly JP Morgan Trust	$[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission.

Intercompany Debt From Robertson Building Systems Ltd. (Canada) to Robertson-Ceco II Corporation (Approximately $850,000 U.S.)

Intercompany Debt From Building Systems de Mexico (Mexico) to NCI Group, Inc. (Approximately $4.7 Million U.S.)

Purchase of Equipment for IPS Plant II currently postponed, cancelable at will (Approximately €2.76 Million Outstanding)

Finance Insurance Premiums (Approximately $736,000 Remaining)

Ordinary course of business, performance, bid, appeal, surety, supply, judgment, replevin or similar bonds, and similar obligations (Approximate Average Amount of $6 Million), consisting of the bonds as referred to in Schedule 7.2(i)

4

Schedule C
to Amended and Restated Credit Agreement

Unscheduled Assumed Indebtedness

Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to the ABL Facility Documents.

5

Schedule D
to Amended and Restated Credit Agreement

Existing Mortgages

1. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Stewart Title & Trust of Phoenix, Inc., as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 660 South 91st Avenue, Tolleson, AZ

2. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Stewart Title of California, Inc., as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 550 Industry Way, Atwater, CA

3. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by Robertson-Ceco II Corporation, as grantor, to Stewart Title of California, Inc., as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 12101 East Brandt Road, Lockeford, CA

4. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Stewart Title of California, Inc., as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 9123 Center Street, Rancho Cucamonga, CA

5. Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents, dated as of August 21, 2009, by NCI Group, Inc., as grantor, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 1601 Rogers Road, Adel, GA

6. Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents, dated as of August 21, 2009, by NCI Group, Inc., as grantor, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 2280 Monier Avenue, Lithia Springs, GA

7. Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents, dated as of August 21, 2009, by NCI Group, Inc., as grantor, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 1150 Marietta Industrial Drive NE, Marietta, GA

8. Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at

6

Schedule D
to Amended and Restated Credit Agreement

1780 McCall Drive, Shelbyville, IN

9. Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by Robertson-Ceco II Corporation, as grantor, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 101 West South Street, Monticello, IA

10. Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by Robertson-Ceco II Corporation, as grantor, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 305 North Iris Road, Mt. Pleasant, IA

11. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by Robertson-Ceco II Corporation, as grantor, to Danny L. Crotwell, as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 2400 Highway 45 North, 248 Chubby Drive & 3539 Bluecutt Road, Columbus, MS

12. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Danny L. Crotwell, as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 300 Highway 51 North, Hernando, MS

13. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Danny L. Crotwell, as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 201 Apache Drive & 951 Prisock Road, Jackson, MS

14. Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 6168 State Route 233, Rome, NY

15. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing (Collateral Includes Fixtures), dated as of August 21, 2009, by Robertson-Ceco II Corporation, as grantor, to Stewart Title Company, as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 100 Red Iron Road, Rocky Mount, NC

16. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Frank Alvstad, as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 422 Kirby Drive, Lexington, TN

7

Schedule D
to Amended and Restated Credit Agreement

17. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Frank Alvstad, as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 1836 Dock Street, Memphis, TN

18. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 10943 North Sam Houston Parkway West, Houston, TX

19. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 14031 West Hardy, Houston, TX

20. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 501 North Greenwood Street, Houston, TX

21. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 7301 Fairview, Houston, TX

22. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 5244 Bear Creek Court, Irving, TX

23. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 5711 East FM-40, Lubbock, TX

24. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Title West Title Company, as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 1155 West 2300 North, Salt Lake City, UT

25. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by NCI Group, Inc., as grantor, to Kenneth L.

8

Schedule D
to Amended and Restated Credit Agreement

Dickinson, as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 1703 Ruffin Mill Road, Colonial Heights, VA

26. Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009, by Robertson-Ceco II Corporation, as grantor, to Stewart Title of Spokane, LLC, as trustee, in favor of Wachovia Bank, National Association, as administrative agent, with respect to the real property located at 2714 South Garfield Road, Airway Heights, WA

9

Schedule 3.13(b)
to Amended and Restated Credit Agreement

Amended and Restated Mortgages

See Schedule D, which is incorporated into this Schedule 3.13(b) as if restated in full.

10

Schedule 4.5
to Amended and Restated Credit Agreement

Litigation

Litigation

Identified below are pending lawsuits or threatened litigation claims involving NCI Building Systems, Inc. or any of its subsidiaries in which the amount in controversy is alleged to be in excess of $250,000 or is otherwise unspecified. Nothing in this document shall be construed to be an admission and all allegations and claims of opposing parties in all matters are disputed. Moreover, nothing in this document shall be interpreted as an admission or waiver of any claim, defense, counterclaim, affirmative defense, etc. that NCI Building Systems, Inc., its subsidiaries and/or affiliates have or could assert.

• JOSE INFANTE V. METAL COATERS OF CALIFORNIA, INC.; NCI GROUP, INC.; HUGO ESTRADA, ET AL. — Pending in the Superior Court of California, County of San Bernadino, Rancho Cucamonga Division. Employment matter. Alleged damages unspecified. Discovery is ongoing, no trial date has been set.

• NCI GROUP, INC. V. CANNON SERVICES, INC. ET AL. — Pending in the United States District Court for the Northern District of Georgia — Atlanta Division. Fraud, theft and conversion matter. NCI’s damages against all defendants are more than $250,000. Case has been stayed pending criminal investigation. Discovery will commence once stay is lifted. No trial date has been set.

• BERNABE LOPEZ V. MBCI — Pending in District Court in Montgomery County, Texas. Claim alleges retaliatory termination related to prior workers’ compensation claim. Alleged damages unspecified. Discovery is ongoing, no trial date has been set. Case has been dormant for more than 5 years.

• METRIC CONSTRUCTION CO. V. PROFESSIONAL RAINGUTTER SERVICES, INC., MBCI, ET AL. — Pending in the United States District Court in Utah. Claim alleges negligent design. Alleged damages are $742,125. Discovery is ongoing; trial is scheduled for January 2010.

• CHASE HOME FINANCE LLC ET AL. V. MARK SWINK, MBCI ET AL. — Pending in the Circuit Court of the 18th Judicial Circuit in and for Seminole County, Florida. Claim alleges wrongful foreclosure. Alleged damages unspecified. Discovery is ongoing, but case has been dormant for over 1 year. No trial date has been set.

• MBCI, A DIVISION OF NCI GROUP, INC. V. CANNON STORAGE SYSTEMS D/B/A VERN CANNON COMPANY AND VERN CANNON V. MBCI, A DIVISION OF NCI GROUP, INC. — Pending in District Court in Houston, Harris County, Texas. Breach of contract and business disparagement claims. Counterclaim

11

Schedule 4.5
to Amended and Restated Credit Agreement

	alleges breach of warranty, violations of the Texas Deceptive Trade Practices Act, and tortious interference. Alleged damages unspecified. MBCI damages are more than $250,000. Discovery is ongoing; case is set for trial in February 2010.
•	SUMNER COUNTY BOARD OF EDUCATION V. CARDEN COMPANY, INC. V. MBCI, JOHNSON + BAILEY ARCHITECTS, P.C., ET AL. — Pending in Chancery Court for Sumner County, Tennessee. Claim alleges construction defect. Alleged damages unspecified. Discovery is ongoing and the parties are in settlement negotiations. Trial is set for week of April 12, 2010.
•	TEACHERS INSURANCE & ANNUITY ASSOCIATION OF AMERICA, A NEW YORK CORPORATION, FOR THE BENEFIT OF ITS REAL ESTATE ACCOUNT V. DPR CONSTRUCTION, INC., METALLIC BUILDING COMPANY, ET AL. — Pending in District Court in Denton County, Texas. Trial has resulted in a jury verdict apportioning a percentage of damages to NCI. NCI’s insurer will pay $92,269.24 in damages to Plaintiff building occupant Sincerely Yours and $112,838.88 in damages to Plaintiff building occupant Vantage Furniture. NCI’s Long Bay® System was found to not be unreasonably dangerous or defectively designed.
•	KLAMATH COUNTY, OREGON A POLITICAL SUBDIVISION OF THE STATE OF OREGON V. BOGATAY CONSTRUCTION, INCORPORATED, A/KA/ BOGATAY CONSTRUCTION, INC., NCI BUILDING SYSTEMS, L.P. D/B/A METALLIC BUILDING COMPANY — Pending in Circuit Court of Klamath County, Oregon. Alleged breach of warranty suit. Alleged damages of $1,000,000. Discovery is ongoing; no trial date has been set.
•	SAINT-GOBAIN CONTAINER, INC. V. B.F.I., INC. AND B.F.A., INC. V. NCI BUILDING SYSTEMS, L.P., D/B/A MESCO BUILDING SOLUTIONS FORMERLY MESCO METAL BUILDINGS — Pending in Davies County Circuit Court Division, Kentucky. Claim alleges contribution and indemnity related to building collapse. Alleged damages unspecified. Discovery and settlement negotiations are ongoing. No trial date has been set.
•	NCI GROUP, INC. D/B/A METALLIC BUILDING COMPANY VS. CALAMAR CONSTRUCTION MANAGEMENT — Pending in the United States District Court for the Southern District of Texas — Houston Division. Breach of contract claim for more than $313,000 debt. Counterclaim alleges breach of warranty and breach of contract. Discovery is concluding and trial is set for November 10, 2009.
•	M.B. KAHN CONSTRUCTION COMPANY, INC., SUCCESSOR IN INTEREST TO CHANCEL CONSTRUCTION GROUP, INC. V. NCI BUILDING SYSTEMS, INC., SUCCESSOR IN INTEREST TO NCI BUILDING SYSTEM, L.P. — Pending

12

Schedule 4.5
to Amended and Restated Credit Agreement

	in the U.S. District Court for the District of South Carolina, Florence Division. Claims allege delay and receipt of nonconforming materials. Alleged damages in excess of $250,000. Discovery is ongoing; no trial date has been set.
•	JOSE VILLATORO V. TEXAS INTERNATIONAL EXPRESS, LLC AND NCI BUILDING SYSTEMS, INC. — Pending in Harris County District Court, Houston, Texas. Alleged personal injury claim. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.
•	WAREHOUSES OF SARATOGA, GP F/K/A SARATOGA WAREHOUSE ASSOCIATES, GP V. UNITED PROGRESS, INC., STAR BUILDING SYSTEMS ET AL. — Alleged roof leak claim. Alleged damages unspecified. This case has been dormant for approximately 5 years. No trial date has been set.
•	INTERNATIONAL FIDELITY INSURANCE COMPANY V. BMC CONTRACTORS, INC., NILE, INC., TRITT ENTERPRISES, INC., HEFCO CONSTRUCTION, INC., STAR BUILDING SYSTEMS, INC., DORIS D. HEFNER, AND LON DILLARD — Pending in the U.S. District Court for the Middle District of Georgia, Macon Division. Claim alleges defective design and manufacturing. Alleged damages unspecified. Star filed a counterclaim for breach of contract. The Court denied Star’s motion for judgment on the pleadings as well as Star’s opposition to BMC’s motion to set aside default and compel arbitration. No date has been set for the arbitration. Settlement discussions are ongoing.
•	STEELCON GROUP LTD. V. ROBERTSON BUILDING SYSTEMS, LTD., ROBERTSON-CECO CORP. AND HARVEST BIBLE CHAPEL — Pending in the Ontario Superior Court of Justice, Canada. Claim alleges delays, breach of contract, defective design and manufacturing. Alleged damages are $25 million. Counterclaim asserts approximately $4.2 million. Discovery is ongoing; no trial date has been set.
•	ROBERT OCCHIFINTO V. OLIVO CONSTRUCTION V. STAR BUILDING SYSTEMS — Superior Court of New Jersey, Sussex County Law Division. Claim alleges breach of warranties, negligence and breach of implied covenant of good faith and fair dealing, based on alleged supply of inadequate materials. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.
•	LINDON CALVERT V. ARCO BUILDING SYSTEMS, INC., STAR BUILDING SYSTEMS, KEEYO CRAFT D/B/A KEEYO CRAFT CONSTRUCTION — Pending in the Circuit Court of Morgan County, Alabama. Claim alleges breach of warranty. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.
•	JACKSON RANCHERIA HOTEL & CASINO V. WORTH GROUP MASTERBUILDERS INC. ET AL. V. K7 CONSTRUCTION, INC., STAR

13

Schedule 4.5
to Amended and Restated Credit Agreement

	BUILDING SYSTEMS ET AL. — Pending in Superior Court for the State of California, Amador County. Claim alleges construction defects. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.
•	ERIN BRADLY, LLC V. REGIONAL BUILDERS, INC., CECO BUILDINGS CORPORATION, ATLANTIC REFRIGERATION AND AIR CONDITIONING, INC., AES ARCHITECT, LLC, BRUCE ELLIOTT COMPANY AND CUSTOM STOREFRONTS & SKYLIGHTS, INC. — Pending in Superior Court for the State of Delaware, Sussex County. Claim alleges breach of warranty. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.
•	MARION ALLEY V. ROBERTSON BUILDING SYSTEMS AND ROBERTSON CECO II CORPORATION — Pending in Ontario Superior Court of Justice, Canada. Claim alleges wrongful discharge matter. Alleged damages of $450,000 (Canadian). Discovery is ongoing; mediation is scheduled for January 2010.
•	TALLAPOOSA DEVELOPMENT AUTHORITY V. NCI ET AL. — Pending in the United States District Court for the Northern District of Georgia — Newnan Division. Alleged breach of contract matter. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.
•	TRAVELERS EXCESS AND SURPLUS LINES COMPANY V. MICHAELSON ENTERPRISES, INC., J MOTA CONSTRUCTION, LLC, ATLANTECH REPS, INC., MCGOWAN BUILDERS, INC. AND STAR BUILDING SYSTEMS — Pending in U.S. District Court for the District of New Jersey. Claim relating to allegations of building collapse. Alleged damages of $314,121.36. Discovery is ongoing; no trial date has been set.
•	TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA SUBROGEE OF EMERALD CORRECTIONAL MANAGEMENT, LLC V. HALE-MILLS CONSTRUCTION, LTD, MID-WEST STEEL BUILDING COMPANY, ET AL — Pending in Dallas County District Court, Dallas, Texas. Claim alleging roof collapse. Alleged damages of $567,834.69. Discovery is ongoing; no trial date has been set.
•	NCI V. KELLY R. GINN, GREEN-SPAN PROFILES, L.P., GREEN-SPAN MANAGEMENT, LLC — Pending in District Court of Harris County, Houston, Texas. Suit against former Executive Vice President of Operations of NCI Building Systems, Inc. alleging breach of non-competition agreement and misappropriation of confidential information. Counterclaim filed with damages unspecified. Discovery is ongoing. Trial is set for April 5, 2010.
•	PRIDE ENTERPRISES, INC. V. LEWES STEEL SERVICES, STAR BUILDING SYSTEMS AND SCOTT AYARS — Pending in the U.S. District Court for the District of Delaware. Declaratory judgment action alleging breach of contract. Star’s

14

Schedule 4.5
to Amended and Restated Credit Agreement

	counterclaim damages are more than $250,000. A motion to dismiss based on the venue selection clause in Star’s contract is pending. No trial date has been set.
•	DBCI V. JB MATHEWS — Pending in the U.S. District Court for the Southern District of Texas. Breach of contract suit to collect $160,000 for materials purchased by JB Mathews. Defendant has alleged receipt of defective roll-up doors as basis for non-payment, and has filed a counterclaim seeking approximately $90,000 in damages. Discovery is in its early stages; trial is scheduled for the week of May 28, 2010.
•	By letter dated January 15, 2009, QBE Agri Insurance notified NCI Group, Inc. of a potential claim with respect to the collapse of a pre-engineered steel building that took place on or about December 27, 2008. The building is located at 3206 A Long Prairie Rd., Valley, Washington. The insured has been identified as Springstone.
•	By letter dated February 6, 2009, AMCO Insurance Company, a Nationwide company, notified All American Building Systems, an unincorporated division of NCI Group, Inc. of a potential claim with respect to the collapse of a roof that took place on January 27, 2009. The building is located a 2027 Rust Avenue, Cape Girardeau, Missouri. The insured has been identified as Rust Investment Properties LLC.
•	Scott, Byron and Barbara House, former owners of Heritage Building Systems and Steelbuilding.com, have alleged certain claims against NCI Building Systems, Inc. and NCI Group, Inc. for payment of additional “hold-back” funds from NCI Building Systems, Inc.’s acquisition of these companies in December 2004 as well as devaluation of restricted stock not issued in December 2008. NCI Building Systems, Inc. and NCI Group, Inc. have defenses to these alleged claims. Settlement discussions are ongoing. At this time no lawsuit has been filed.
•	Dale Earnhardt, Inc. (“DEI”) has raised claims regarding defects in two buildings wherein the air conditioning units on each building are sinking in the roof structure and, according to DEI’s claims, are at risk of falling through the roof. For the first building, DEI’s complaints have been asserted against Metallic Building Company, a division of NCI Group, Inc., VCC Construction, Keystone Builders and Al Kessel as principal of Keystone. For the second building, DEI has made its claims against Mesco Building Systems, a division of NCI Group, Inc., and VCC Construction. With respect to both Metallic and Mesco, DEI has informally asserted that each structure, or at least the roof on each structure, was defectively designed. DEI has made these allegations in an attempt to remediate each structure to avoid litigation. No site inspection has taken place at this time.

15

Schedule 4.5
to Amended and Restated Credit Agreement

Tax Audits

There are twenty-five (25) state sales & use and income/franchise tax audits in progress and three (3) property tax audits in progress. It is possible that a material assessment could result from any one or more of the audits currently in progress. See the list below for the audits currently in progress.

NCI Building Systems, Inc. & Subsidiaries
Schedule of Tax Audits Currently in Progress

		Local		Type of	Audit Period
Count	State	Jurisdiction	Legal Entity	Audit	From	To
1.	AL	AlaTax	A & S Building Systems LP	Sales & Use	1-Jul-05	28-Oct-07
2.	AL	AlaTax	NCI Building Systems LP/DBCI	Sales & Use	1-Nov-06	28-Oct-07
3.	AL	AlaTax	Robertson-Ceco II Corp	Sales & Use	1-Nov-04	30-Jun-07
4.	AL	Hoover	Metal Building Components LP	Sales & Use	1-Jan-06	31-Jan-09
5.	CA	N/A	NCI Building Systems LP	Sales & Use	1-Oct-03	28-Oct-07
6.	CA	N/A	Steelbuilding.Com Inc	Sales & Use	1-Apr-05	28-Oct-07
7.	CT	N/A	Robertson-Ceco II Corp	Sales & Use	1-Nov-05	30-Nov-08
8.	LA	Bossier City	Metal Building Components, L.P.	Sales & Use	1-Jul-06	28-Oct-07
9.	MA	N/A	Robertson-Ceco II Corp	Sales & Use	1-Apr-06	1-Mar-09
10.	NC	N/A	Robertson-Ceco II Corp	Sales & Use	1-Jan-06	31-Dec-08
11.	TN	N/A	NCI Building Systems LP	Sales & Use	1-Dec-03	31-Dec-06

16

Schedule 4.5
to Amended and Restated Credit Agreement

		Local		Type of	Audit Period
Count	State	Jurisdiction	Legal Entity	Audit	From	To
12.	TX	N/A	Metal Building Components LP	Sales & Use	1-Sep-04	28-Oct-07
13.	TX	N/A	NCI Building Systems LP	Sales & Use	1-Jul-04	28-Oct-07
14.	VA	N/A	Robertson-Ceco II Corp	Sales & Use	1-Sep-05	31-Aug-08
15.	WA	N/A	NCI Building Systems LP	Sales & Use	1-Nov-03	28-Oct-07
16.	WA	N/A	Metal Building Components LP	Sales & Use	1-Nov-03	28-Oct-07
17.	WA	N/A	NCI Group LP	Sales & Use	1-Nov-03	28-Oct-07
18.	NC	N/A	NCI Holding Corp	Income / Franchise	31-Oct-04	28-Oct-07
19.	NC	N/A	A & S Building Systems LP	Income / Franchise	31-Oct-04	28-Oct-07
20.	NC	N/A	Robertson-Ceco Corp	Income / Franchise	1-Jan-05	6-Apr-06
21.	NC	N/A	Robertson-Ceco II Corp	Income / Franchise	7-Apr-06	28-Oct-07
22.	SD	N/A	NCI Group, Inc.	Sales & Use	29-Oct-07	1-Nov-09
23.	SD	N/A	Robertson-Ceco II Corp	Sales & Use	1-Jul-06	1-Nov-09
24.	SD	NA	NCI Building Systems LP/DBCI	Sales & Use	1-Jan-06	28-Oct-07
25.	TX	N/A	Robertson-Ceco II Corp	Franchise	30-Oct-06	28-Oct-07
26.	TN	Henderson County	NCI Group, Inc.	Property	1-Jan-06	1-Jan-09

17

Schedule 4.5
to Amended and Restated Credit Agreement

		Local		Type of	Audit Period
Count	State	Jurisdiction	Legal Entity	Audit	From	To
27.	TN	Shelby County	NCI Group, Inc.	Property	Tax Year 2006	Tax Year 2009
28.	CA	Merced County	NCI Group, Inc.	Property	Tax Year 2006	Tax Year 2009

NCI Building Systems, Inc. & Subsidiaries
Schedule of Outstanding Statute of Limitations
Waivers

			Audit Period		Statute
Jurisdiction	Legal Entity	Type of Tax	From	To	Extended To
California	NCI Building Systems LP	Sales & Use	1-Oct-03	28-Oct-07	1/31/2010
California	Steelbuilding.Com Inc	Sales & Use	1-Apr-05	28-Oct-07	1/31/2010
Massachusetts	Robertson-Ceco II Corp	Sales & Use	1-Apr-06	1-Mar-09	12/31/2009
North Carolina	Robertson-Ceco II Corp	Sales & Use	1-Jan-06	31-Dec-08	2/15/2010
North Carolina	Robertson-Ceco Corp	Income/Franchise	1-Jan-05	6-Apr-06	2/28/2010
North Carolina	Robertson-Ceco II Corp	Income/Franchise	7-Apr-06	28-Oct-07	2/28/2010
Tennessee	NCI Building Systems LP	Sales & Use	1-Dec-03	31-Dec-06	10/31/2009
Texas	Metal Building Components LP	Sales & Use	1-Sep-04	28-Oct-07	1/31/2010
Texas	NCI Building Systems LP	Sales & Use	1-Jul-04	28-Oct-07	10/31/2010
Washington	NCI Building Systems LP	Sales & Use	2-Nov-03	28-Oct-07	12/31/2009
Washington	Metal Building Components LP	Sales & Use	2-Nov-03	28-Oct-07	12/31/2009

On July 6, 2009, NCI Building Systems, Inc. filed Internal Revenue Service Form 3115 on behalf of its subsidiary, NCI Group, Inc., to change NCI Group, Inc.’s method of amortization of certain intangible assets.

Employment Matters

1. EEOC Charges Pending:

Karen Stewart v. Doublecote

Deidre Thompson v. MBCI

2. EEOC charges with “No Cause” findings but not yet time-barred under right-to-sue:

18

Schedule 4.5
to Amended and Restated Credit Agreement

Louie De La Torre v. NCI Building Systems, Inc.

Jose Infante v. Metal Coaters of California et al.

Jerry Pittman v. MBCI

3. Alleged WARN violation:

James Layton WARN Act Complaint with the Illinois Department of Labor arising out of the closing of the NCI Building Systems, Inc. facility in Mattoon, Illinois.

4. Litigation:

Bernabe Lopez v. MBCI — Pending in District Court in Montgomery County, Texas. Claim alleges retaliatory termination related to prior workers’ compensation claim. Alleged damages unspecified. Discovery is ongoing, no trial date has been set. Case has been dormant for more than 5 years.

Marion Alley v. Robertson Building Systems and Robertson Ceco II Corporation — Pending in Ontario Superior Court of Justice, Canada. Claim alleges wrongful discharge matter. Alleged damages of CAD $450,000. Discovery is ongoing; mediation is scheduled for January 2010.

Barry Boyd v. Robertson Building Systems, Limited — Pending in Court of Queen’s Bench of Alberta, Judicial Center of Alberta. Wrongful termination suit. Seeking approximately CAD $150,000 in damages. Discovery is ongoing; no trial date has been set.

Steve Rybchak v. Robertson Building Systems, Limited — Pending in Ontario Superior Court of Justice. Wrongful termination suit. Seeking approximately CAD $100,000 in damages. Discovery is ongoing; no trial date has been set. Mediation is anticipated.

Jacqulyn Rena Cain, on behalf of herself and all others similarly situated v. Metal Coater of California, Inc., NCI Building Systems, L.P., Metal Building Components, L.P. et. al. — case is now settled.

Jose Infante, on behalf of himself and all others similarly situated v. Metal Coater of California, Inc., NCI Group, Inc., et al. — case is now settled.

5. OSHA Matters:

19

Schedule 4.5
to Amended and Restated Credit Agreement

On 07/22/2008, a notice of citation and penalty from Cal-OSHA was sent to Star Building Systems (incorrectly identified as a dba for NCI Building Systems, Inc.) with respect to its plant in Lockeford, California.

20

Schedule 4.6
to Amended and Restated Credit Agreement

Mortgaged Properties

1.	660 South 91st Avenue, Tolleson, AZ
2.	550 Industry Way, Atwater, CA
3.	12101 East Brandt Road, Lockeford, CA
4.	9123 Center Street, Rancho Cucamonga, CA
5.	1601 Rogers Road, Adel, GA
6.	2280 Monier Avenue, Lithia Springs, GA
7.	1150 Marietta Industrial Drive NE, Marietta, GA
8.	1780 McCall Drive, Shelbyville, IN
9.	101 West South Street, Monticello, IA
10.	305 North Iris Road, Mt. Pleasant, IA
11.	2400 Highway 45 North, 248 Chubby Drive & 3539 Bluecutt Road, Columbus, MS
12.	300 Highway 51 North, Hernando, MS
13.	201 Apache Drive & 951 Prisock Road, Jackson, MS
14.	6168 State Route 233, Rome, NY
15.	100 Red Iron Road, Rocky Mount, NC
16.	422 Kirby Drive, Lexington, TN
17.	1836 Dock Street, Memphis, TN
18.	10943 North Sam Houston Parkway West, Houston, TX
19.	14031 West Hardy, Houston, TX
20.	501 North Greenwood Street, Houston, TX
21.	7301 Fairview, Houston, TX

21

Schedule 4.6
to Amended and Restated Credit Agreement

22.	5244 Bear Creek Court, Irving, TX
23.	5711 East FM-40, Lubbock, TX
24.	1155 West 2300 North, Salt Lake City, UT
25.	1703 Ruffin Mill Road, Colonial Heights, VA
26.	2714 South Garfield Road, Airway Heights, WA

22

Schedule 4.7
to Amended and Restated Credit Agreement

Intellectual Property Claims

The following Liens exist on Borrowers’ Intellectual Property assets:

		Registration		Registration
Mark	Registrant	No.		Date	Lien Holder
M MESCO	NCI Group, Inc.		1055914	01/11/77	MBank Dallas, N.A. (via security agreement dated October 23, 1987 between Anderson Industries, Inc. and MBank Dallas, N.A.)
M MESCO	NCI Group, Inc.		1069517	07/12/77	MBank Dallas, N.A. (via security agreement dated October 23, 1987 between Anderson Industries, Inc. and MBank Dallas, N.A.)
CECO	Robertson-Ceco II Corporation		0523359	04/04/50	Citicorp Industrial Credit, Inc. as agent (via security agreement dated 12/9/86 between The Ceco Corporation and Citicorp Industrial Credit, Inc. as agent)
CECOLOK	Robertson-Ceco II Corporation		1337543	05/28/85	Citicorp Industrial Credit, Inc. as agent (via security agreement dated 12/9/86 between The Ceco Corporation and Citicorp Industrial Credit, Inc. as agent)

[Redacted]*

* Indicates redacted and filed separately with the Securities and Exchange Commission.

23

Schedule 4.14
to Amended and Restated Credit Agreement

Subsidiaries

Subsidiary	Ownership Interest	Jurisdiction
NCI Group, Inc.	NCI Building Systems, Inc. (100%)	Nevada
Robertson-Ceco II Corporation	NCI Building Systems, Inc. (100%)	Delaware
Building Systems de Mexico S.A. de C.V.	NCI Building Systems, Inc. (99.99999998%)	Nuevo Leon, Mexico
	NCI Group, Inc. (0.00000002%)
Steelbuilding.com, Inc.	NCI Group, Inc. (100%)	Delaware
Robertson Building Systems, Limited	Robertson-Ceco II Corporation (100%)	Ontario, Canada

24

Schedule 4.15
to Amended and Restated Credit Agreement

Environmental Matters

(i)

None.

(ii)

• Robertson-Ceco II Corporation, Rocky Mount, North Carolina:

i.	The parking lot area of the facility was reportedly used as a historical hazardous waste site.
ii.	In 2008, the Company voluntarily remediated impacted soil containing elevated metal/chromium concentrations in the embankment area of the facility.

• Robertson-Ceco II Corporation, Columbus, Mississippi — The rear of this facility was reportedly used as a historical hazardous waste site.

• Mesco, Southlake, Texas — The Company conducted soil remediation under the State’s Voluntary Clean-Up (“VCP”) Program.

• Metal Prep, Houston, Texas — VCP Site Investigation and Remediation (certificate of closure received) — 11/10/06.

(iii)

• Metal Coaters, Rancho Cucamonga, California — South Coast Air Quality Management District (“SCAQMD”) December 29, 2008 Notice of Violation (“NOV”)/Notice to Comply.

• MBCI Hardy Water Well NOV — 11/29/07.

• MCC Inland Empire Utilities Agency NOV — 1/25/2005.

• MCC Inland Empire Utilities Agency NOV — 6/22/2004.

• MCC Inland Empire Utilities Agency NOV — 5/17/2005.

• MCC Inland Empire Utilities Agency NOV — 1/24/2006.

• MCC Inland Empire Utilities Agency NOV — 7/23/2008.

• MCC SCAQMD Notice to Comply — 4/19/2006.

25

Schedule 4.15
to Amended and Restated Credit Agreement

• MCC SCAQMD Notice to Comply — 6/3/2005.

• MCC SCAQMD Notice to Comply — 9/21/2004.

• MCC SCAQMD Notice to Comply — 3/10/2009.

• Metal Coaters, Jackson, MS — on 08/10/2009 MCM received a NOV from the MDEQ that it did not submit its Waste Water Permit Renewal Application in a timely manner.

• RCC, Rocky Mount, North Carolina — on 08/25/2009 this facility received a NOV for submitting Quarterly Air Permit Report untimely.

• RCC, Lockeford, CA — San Joaquin Environmental Health Department conducted a site inspection of this facility on 08/11/ 2009 and issued a NOV/Notice to Comply.

(iv)

• Metal Coaters, Marietta, Georgia — Company was identified as a Potentially Responsible Party (“PRP”) at the M&J Solvents site.

• Robertson-Ceco II Corporation, Rocky Mount, North Carolina — Company was identified as a PRP at the Philip Services Superfund Site.

• NCI Building Systems, Inc. (as purported successor to H.H. Robertson) was identified as a PRP at the Frontier Chemical waste disposal site in Niagara Falls, NY.

(v)

• Metal Coaters, Rancho Cucamonga, California — California Department of Toxic Substances Control December 2005 Corrective Action Consent Agreement.

• MCM DOT Hazardous Waste Final Order — 9/2/2006.

• MCC EPA RCRA Consent Agreement — 6/30/2005.

• NCI Lexington Operating Permit NOV and Civil Order — 7/17/2006.

26

Schedule 4.18
to Amended and Restated Credit Agreement

Insurance

     *Indicates redacted and filed separately with the Securities and Exchange Commission.

COMPANY/POLICY			AMOUNT OF
NUMBER	TERM	DESCRIPTION OF COVERAGE	INSURANCE/LIMIT
[Redacted]*
[Redacted]*	[Redacted]*	General Aggregate	[Redacted]*
[Redacted]*		Products-Completed Operations	[Redacted]*
		Each Occurrence	[Redacted]*
		Personal and Advertising Injury	[Redacted]*
		Damage to Premises Rented to You	[Redacted]*
		Medical Expense	[Redacted]*
		Employee Benefits Liability
		Each Employee	[Redacted]*
		Aggregate	[Redacted]*
		Self-Insured Retention:	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Liability	[Redacted]*
[Redacted]*		Personal Injury Protection	[Redacted]*
		Uninsured/Underinsured Motorists	[Redacted]*
		Hired Car Physical Damage	[Redacted]*
		Comprehensive	[Redacted]*
		Collision	[Redacted]*
		NEW YORK SPECIFIC
		Personal Injury Protection	[Redacted]*
		Aggregate No-Fault Benefits Available	[Redacted]*
		Death Benefit	[Redacted]*
		Other Necessary Expenses Per Day	[Redacted]*
		Statutory Uninsured Motorists	[Redacted]*
		Deductibles:
		Liability, PIP & UM, Each Accident	[Redacted]*
		Comprehensive/Collision — PP & LT	[Redacted]*
		Comprehensive/Collision — All Other autos	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Employers Liability
[Redacted]*		Bodily Injury by Accident, Each Accident	[Redacted]*
		Bodily Injury by Disease, Policy Limit	[Redacted]*
		Bodily Injury by Disease, Each Employee	[Redacted]*
		Deductible	[Redacted]*
[Redacted]*	[Redacted]*	Employers Liability
[Redacted]*		Bodily Injury by Accident, Each Accident	[Redacted]*
		Bodily Injury by Disease, Policy Limit	[Redacted]*
		Bodily Injury by Disease, Each Employee	[Redacted]*
[Redacted]*	[Redacted]*	Employers Liability
[Redacted]*		Bodily Injury by Accident, Each Accident	[Redacted]*
		Bodily Injury by Disease, Policy Limit	[Redacted]*
		Bodily Injury by Disease, Each Employee	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Each Occurrence	[Redacted]*
[Redacted]*		General Aggregate	[Redacted]*
		Products/Completed Operations Aggregate	[Redacted]*
		Crisis Response Sublimit of Insurance	[Redacted]*
		Excess Casualty Crisis Fund Limit of Insurance	[Redacted]*
		Self Insured Retention:	[Redacted]*
[Redacted]*	[Redacted]*	Per Occurrence	[Redacted]*
[Redacted]*		General Aggregate Where Applicable	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Per Occurrence	[Redacted]*
[Redacted]*		Aggregate	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	No more in any one occurrence than the proportionate share for the total of all coverage(s) combined regardless of the number of premises involved	[Redacted]*
[Redacted]*
			[Redacted]*
		High Hazard Earth Movement Zones Excluding California	[Redacted]*
		Earth Movement California	[Redacted]*
		Flood: Annual Occurrence/Aggregate — Not to exceed the following per occurrence/aggregate that are part of and not in additional to the general aggregate limit	[Redacted]*
		High Hazard Flood Zones	[Redacted]*
		Accounts Receivable	[Redacted]*
		Boiler and Machinery	[Redacted]*
		Ammonia Damage	[Redacted]*
		Expediting Expense	[Redacted]*
		Substance Declared Hazardous	[Redacted]*
		Spoilage	[Redacted]*
		Water Damage	[Redacted]*
		Brands, Labels and Trademarks	[Redacted]*
		Business Interruption	[Redacted]*
		Coinsurance Deficiency	[Redacted]*
		Contingent Business Interruption	[Redacted]*
		Contingent Business Interruption — Severstal North America, Inc	[Redacted]*
		Debris Removal	[Redacted]*
		Decontamination Costs Occurrence/Aggregate	[Redacted]*
		Deferred Payments	[Redacted]*
		Demolition/Increased Cost of Construction (Building Laws)	[Redacted]*
		Devaluation	[Redacted]*
		Difference in Construction/Difference in Limits	[Redacted]*
		Errors and Omissions	[Redacted]*
		Exhibitions	[Redacted]*
		Expediting Expense	[Redacted]*
		Extra Expense	[Redacted]*
		Fine Arts	[Redacted]*
		Fire Department Service Charge	[Redacted]*
		Foreign Tax Discrepancy	[Redacted]*
		Ingress/egress	[Redacted]*
		Insured’s Liability (Property in care, custody and control)	[Redacted]*
		Interruption by Civil or Military Authority	[Redacted]*
		Leasehold Interest (excess rent)	[Redacted]*
		Newly Acquired Locations	[Redacted]*
		Off Premises Service Interruption	[Redacted]*
		Pollution and Hazardous Material Cleanup Occurrence/Aggregate	[Redacted]*
		Professional Fees	[Redacted]*
		Protection of Property	[Redacted]*
		Radioactive Contamination	[Redacted]*
		Rental Value	[Redacted]*
		Research and Development	[Redacted]*
		Royalties	[Redacted]*
		Soft Costs and delay in start up	[Redacted]*
		Tax treatment of certain profits	[Redacted]*
		Tenants and neighbors liability (code)	[Redacted]*
		Transit	[Redacted]*
		Unnamed/Unreported Locations	[Redacted]*
		Valuable Papers and Records	[Redacted]*
[Redacted]*		Deductibles:
		Combined all coverages except as indicated below:	[Redacted]*
		Earth Movement	[Redacted]*
			[Redacted]*
			[Redacted]*
		Flood	[Redacted]*
			[Redacted]*
			[Redacted]*
		Named Storm	[Redacted]*
			[Redacted]*
			[Redacted]*
		Waiting Period	[Redacted]*
			[Redacted]*
			[Redacted]*
		Transit	[Redacted]*
[Redacted]*	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Per Occurrence	[Redacted]*
[Redacted]*	[Redacted]*	Per Occurrence	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Combined Single Limit, including passengers	[Redacted]*
		Aircraft Physical Damage — 1980 Sabreliner 65 N25VC	[Redacted]*
		Aircraft Physical Damage — 1981 Sabreliner 65 N75VC	[Redacted]*
		War Risk	[Redacted]*
		Corporate Aviation Extended Coverage Amendment
		Medical Payments	[Redacted]*
		Personal Injury	[Redacted]*
		Voluntary settlement including crew — each passenger	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Commercial General Liability — Master Control Program Aggregate	[Redacted]*
		General Aggregate	[Redacted]*
		Products-Completed Operations	[Redacted]*
		Personal and Advertising Injury	[Redacted]*
		Each Occurrence	[Redacted]*
		Damage to Premises Rented to You	[Redacted]*
		Medical Expense	[Redacted]*
		Hired and Non-Owned Autos Liability each accident	[Redacted]*
		Hired and Non-Owned Autos -Medical Expense each accident	[Redacted]*
		Workers’ Compensation/Employers Liability
		Workers’ Compensation	[Redacted]*
		Employers Liability
		Bodily Injury by Accident, Each Accident	[Redacted]*
		Bodily Injury by Disease, Policy Limit	[Redacted]*
		Bodily Injury by Disease, Each Employee	[Redacted]*
		Repatriation	[Redacted]*
		Foreign Travel Accident and Sickness — North American Employees (US & Canada based)
		Coverage A, B — Accidental Death and Dismemberment — 24 Hour Protection
		Principal Sum, each Insured person or five times the insured person’s annual salary whichever is the lower	[Redacted]*
		Aggregate Limit any one accident for all insured persons	[Redacted]*
		Coverage C — Accident and Sickness Medical Expenses
		Covered medical expense, each Insured person	[Redacted]*
		Covered medical expense, maximum each Injury or Sickness	[Redacted]*
		Coverage D — Emergency Medical Evacuation
		Covered Expenses, each Insured person	[Redacted]*
		Maximum, each Serious injury or sickness	[Redacted]*
		Coverage E — Emergency Family Travel
		Maximum, each Emergency medical evacuation	[Redacted]*
		Coverage F — Repatriation of Remains
		Covered Expense, each Insured Person	[Redacted]*
		Maximum for all Insured person(s) any one Accident or Sickness	[Redacted]*
		Includes Mexico local policy
[Redacted]*		Deductible:
		Coverage C — Accident and Sickness Medical Expenses
[Redacted]*	[Redacted]*
		Kidnap and Ransom Each insured event/aggregate	[Redacted]*
		Each Loss Component Limit
		Ransom Monies	[Redacted]*
		In-Transit Delivery	[Redacted]*
		Expenses	[Redacted]*
		Consultants/Expenses	[Redacted]*
		Judgments, Settlements, and Defense Cost	[Redacted]*
		Death or Dismemberment	[Redacted]*
		`
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Each Loss, Remediation Expense or Legal Defense Expense	[Redacted]*
[Redacted]*		Total for all Loss, Remediation Expense, Legal Defense Expense	[Redacted]*
		Self Insured Retention:
		Each Loss, Remediation Expense or Legal Defense Expense	[Redacted]*
[Redacted]*
[Redacted]*		Each Pollution Incident Limit	[Redacted]*
[Redacted]*		Aggregate Limit	[Redacted]*
		Deductible	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Vessel Conveyance	[Redacted]*
		Air Conveyance	[Redacted]*
		Land Conveyance	[Redacted]*
		Deductible:
		Each claim, single loss occurrence	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*		Aggregate Limit	[Redacted]*
		Self-Insured Retention	[Redacted]*
[Redacted]*		Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Employee Theft	[Redacted]*
[Redacted]*		Forgery or Alteration	[Redacted]*
		Inside Premises — Theft of Money & Securities	[Redacted]*
		Inside Premises — Robbery, Safe Burglary — Other Property	[Redacted]*
		Outside the Premises	[Redacted]*
		Computer Fraud	[Redacted]*
		Money Orders and Counterfeit Paper Currency	[Redacted]*
		Funds Transfer Fraud	[Redacted]*
		Deductibles:
		Employee Theft	[Redacted]*
		Forgery or Alteration	[Redacted]*
		Inside Premises — Theft of Money & Securities	[Redacted]*
		Inside Premises — Robbery, Safe Burglary — Other Property	[Redacted]*
		Outside the Premises	[Redacted]*
		Computer Fraud	[Redacted]*
		Money Orders and Counterfeit Paper Currency	[Redacted]*
		Funds Transfer Fraud	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*		Each Claim for all other loss, including Defense Costs
		Self Insured Retention	[Redacted]*
		Employer’s Security Claims — Self Insured Retention	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Aggregate Limit of Liability for the Policy Year	[Redacted]*
[Redacted]*		Retention:
		Insuring Agreement B and/or C: Each Claim other than a Securities Claim or Employment Practices Claim	[Redacted]*
		Insuring Agreement B and/or C: Each Employment Practices Claim	[Redacted]*
		Insuring Agreement B and/or C: Each Securities Claim	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability Each Loss	[Redacted]*
[Redacted]*		Aggregate Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Aggregate Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*		Aggregate	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
TRADE CREDIT
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
SPECIAL CRIME
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*

This schedule should be used for reference purposes only. Please consult the actual policies for full terms, conditions and exclusions.

* Indicates redacted and filed separately with the Securities and Exchange Commission.

27

Schedule 5.1(i)
to Amended and Restated Credit Agreement

Title Policies

Address
1. 660 South 91st Avenue, Tolleson, AZ	$[Redacted]*
2. 550 Industry Way, Atwater, CA	$[Redacted]*
3. 12101 East Brandt Road, Lockeford, CA	$[Redacted]*
4. 9123 Center Street, Rancho Cucamonga, CA	$[Redacted]*
5. 1601 Rogers Road, Adel, GA	$[Redacted]*
6. 2280 Monier Avenue, Lithia Springs, GA	$[Redacted]*
7. 1150 Marietta Industrial Drive NE, Marietta, GA	$[Redacted]*
8. 1780 McCall Drive, Shelbyville, IN	$[Redacted]*
9. 101 West South Street, Monticello, IA	$[Redacted]*
10. 305 North Iris Road, Mt. Pleasant, IA	$[Redacted]*
11. 2400 Highway 45 North, 248 Chubby Drive & 3539 Bluecutt Road, Columbus, MS	$[Redacted]*
12. 300 Highway 51 North, Hernando, MS	$[Redacted]*
13. 201 Apache Drive, Jackson, MS	$[Redacted]*
14. 951 Prisock Road, Jackson, MS	$[Redacted]*
15. 6168 State Route 233, Rome, NY	$[Redacted]*
16. 100 Red Iron Road, Rocky Mount, NC	$[Redacted]*
17. 422 Kirby Drive, Lexington, TN	$[Redacted]*
18. 1836 Dock Street, Memphis, TN	$[Redacted]*
19. 10943 North Sam Houston Parkway West, Houston, TX	$[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission.

34

Schedule 5.1(i)
to Amended and Restated Credit Agreement

Address
20. 14031 West Hardy, Houston, TX	$[Redacted]*
21. 501 North Greenwood Street, Houston, TX	$[Redacted]*
22. 7301 Fairview, Houston, TX	$[Redacted]*
23. 5244 Bear Creek Court, Irving, TX	$[Redacted]*
24. 5711 East FM-40, Lubbock, TX	$[Redacted]*
25. 1155 West 2300 North, Salt Lake City, UT	$[Redacted]*
26. 1703 Ruffin Mill Road, Colonial Heights, VA	$[Redacted]*
27. 2714 South Garfield Road, Airway Heights, WA	$[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission.

35

Schedule 7.2(i)
to Amended and Restated Credit Agreement

Existing Indebtedness

Outstanding Letters of Credit (All Cash Collateralized at Approximately $12.4 Million), consisting of the following:

Letter of Credit	Expiry
Number	Date	Beneficiary	Amount
SM210246	9/29/2010	St. Paul Fire & Marine Insurance Company	$[Redacted]*
SM211112	12/1/2009	Zurich American Insurance Company	$[Redacted]*
SM219776	12/31/2009	Zurich American Insurance Company	$[Redacted]*
SM219780	4/27/2010	National Union Fire Insurance Company	$[Redacted]*
SM220984	1/12/2010	Bank of New York Mellon Trust Co. NA, formerly JP Morgan Trust	$[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission.

Intercompany Debt From Robertson Building Systems Ltd. (Canada) to Robertson-Ceco II Corporation (Approximately $850,000 U.S.)

Intercompany Debt From Building Systems de Mexico (Mexico) to NCI Group, Inc. (Approximately $4.7 Million U.S.)

Secured Interest Rate Swap Agreement entered into with Wachovia Bank, N.A. in a notional amount equal to $65,000,000

Purchase of Equipment for IPS Plant II currently postponed, cancelable at will (Approximately €2.76 Million Outstanding)

Finance Insurance Premiums (Approximately $736,000 Remaining)

Carter County, Tennessee Industrial Revenue Bond (Approximately $420,000 Remaining)

Ordinary course of business, performance, bid, appeal, surety, supply, judgment, replevin or similar bonds, and similar obligations (Approximate Average Amount of $6 Million), consisting of the following:

Bond
Number	Principal	Obligee	Description	Bond Amount		Effective		Expiration
CNA INSURANCE GROUP
15812186	MATTHEW D. THIEM	SECRETARY OF STATE OF TEXAS	Notary Bond for Matthew D. Thiem	$	10,000.00		3/2/2006		3/2/2010
15823272	CANDACE LYNN COOK	SECRETARY OF STATE OF TEXAS	Notary Public Bond	$	10,000.00		5/8/2006		5/8/2010
15820482	RHONDA MURPHY	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Rhonda Murphy	$	10,000.00		7/19/2006		7/19/2010
22244845N	GAIL LOUISE RIDDLE	FLORIDA DEPARTMENT OF STATE	Notary Public Bond for Gail Louise Riddle	$	7,500.00		9/14/2006		9/13/2010

36

Schedule 7.2(i)
to Amended and Restated Credit Agreement

Bond
Number	Principal	Obligee	Description	Bond Amount		Effective		Expiration
15833336	JAMIE S. JURGENSMIER	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Jamie S. Jurgensmier	$	10,000.00		1/31/2007		1/31/2011
15844547	REBECCA L. PAUL	SECRETARY OF STATE OF TEXAS	Texas Notary for Rebecca L. Paul	$	10,000.00		3/18/2007		3/18/2011
15874050	WENDI L. HENSON	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Wendi L. Henson	$	10,000.00		9/28/2007		9/28/2011
15878436	MARIANNE J. MCNEILL	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Marianne J. McNeill	$	10,000.00		11/24/2007		11/24/2011
15884757	KASI WILBURN	SECRETARY OF STATE OF TEXAS	Texas Notary Public Bond for Kasi Leigh Wilburn	$	10,000.00		1/4/2008		1/4/2012
15899260	DONNA P. WALKER	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Donna P. Walker	$	10,000.00		4/4/2008		4/4/2012
15899261	CHERYL E. RODRIGUEZ	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Cheryl E. Rodriguez	$	10,000.00		4/11/2008		4/11/2012
15902820	MINNIE ALMAZAN	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Minnie Almazan	$	10,000.00		4/24/2008		4/24/2012
15902826	ANDREW EUGENE COSTA	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Andrew Eugene Costa, Attorney	$	10,000.00		5/7/2008		5/7/2012
15902827	BRADLEY W. GRAHAM	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Bradley W. Graham, Attorney	$	10,000.00		5/7/2008		5/7/2012
15902825	TODD R. MOORE	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Todd R. Moore, Executive VP & General Counsel	$	10,000.00		6/15/2008		6/15/2012
15913123	SHIRLEY M. ABBOTT	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Shirley M. Abbott	$	10,000.00		7/29/2008		7/29/2012
15913124	YVETTE LASHUN WILSON	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Yvette Lashun Wilson	$	10,000.00		7/29/2008		7/29/2012
15913131	JEANETTE Y. WHITE	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Jeanette Y. Ellis	$	10,000.00		8/6/2008		8/6/2012
15916848	ROBIN JOHNSON	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Robin Johnson	$	10,000.00		9/17/2008		9/17/2012
15929120	PATSY R. ABBOTT	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Patsy R. Abbott -(Mesco)	$	10,000.00		12/13/2008		12/13/2012
15936047	DIANNA M. LEHMAN	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Dianna M. Lehman, San Antonio	$	10,000.00		1/26/2009		1/26/2013
15936055	KATHY L. PITCOCK	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Kathy L. Pitcock, HR Generalist	$	10,000.00		3/2/2009		3/2/2013
15951469	TIFFANY S. ANDERSON	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Tiffany S. Anderson	$	10,000.00		5/21/2009		5/21/2013
15951468	SUSAN KING-VELEZ	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Susan King-Velez	$	10,000.00		6/15/2009		6/15/2013
CNA INSURANCE GROUP Subtotal Amount:				$	237,500.00

SAFECO INSURANCE COMPANIES

37

Schedule 7.2(i)
to Amended and Restated Credit Agreement

Bond
Number	Principal	Obligee	Description	Bond Amount		Effective		Expiration
6601916	STAR BUILDING SYSTEMS A DIVISION OF ROBERTSON CECO II CORP., AND NCI COMPANY	[Redacted]*	[Redacted]*	$	[Redacted]*		2/12/2009		2/12/2010
6628989	ROBERTSON-CECO II CORPORATION	STATE OF ARIZONA	Contractors License Bond	$	5,000.00		6/18/2009		6/18/2010
6628990	CECO BUILDING SYSTEMS AN UNINCORPORATED DIVISION OF ROBERTSON-CECO II CORPORATION	[Redacted]*	[Redacted]*	$	[Redacted]*		6/18/2009		6/18/2010
6207047	ROBERTSON-CECO CORPORATION	[Redacted]*	[Redacted]*	$	[Redacted]*		7/1/2009		7/1/2010
6629001	ROBERTSON-CECO II CORPORATION	STATE OF ARKANSAS	Contractor’s Bond	$	10,000.00		7/29/2009		7/29/2010
6510708	METALLIC BUILDING COMPANY, A DIVISION OF NCI GROUP, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		8/1/2009		8/1/2010
6629004	METALLIC BUILDING COMPANY	[Redacted]*	[Redacted]*	$	[Redacted]*		8/5/2009		8/5/2010
6629006	ROBERTSON-CECO II CORPORATION DBA CECO BUILDING SYSTEMS	[Redacted]*	[Redacted]*	$	[Redacted]*		8/12/2009		8/12/2010
6629013	ROBERTSON-CECO II CORP.DBA CECO BUILDING SYSTEMS	[Redacted]*	[Redacted]*	$	[Redacted]*		8/20/2009		8/20/2010
6629014	ROBERTSON-CECO II CORP. DBA CECO BUILDING SYSTEMS	[Redacted]*	[Redacted]*	$	[Redacted]*		8/20/2009		8/20/2010
6629015	ROBERTSON-CECO II CORPORATION	[Redacted]*	[Redacted]*	$	[Redacted]*		8/25/2009		8/25/2010
6665717	NCI BUILDING SYSTEMS, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		9/9/2009		9/9/2010
6665718	NCI BUILDING SYSTEMS, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		9/9/2009		9/9/2010

* indicates redacted and filed separately with the Securities and Exchange Commission.

38

Schedule 7.2(i)
to Amended and Restated Credit Agreement

Bond
Number	Principal	Obligee	Description	Bond Amount		Effective		Expiration
6665719	AMERICAN BUILDING COMPONENTS (ABC)	COMMONWEALTH OF KENTUCKY, DIVISION OF MOTOR CARRIERS	Highway Use Bond	$	1,000.00		9/9/2009		9/9/2010
6665720	NCI GROUP, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		9/9/2009		9/9/2010
6665721	METAL COATERS OF GEORGIA	[Redacted]*	[Redacted]*	$	[Redacted]*		9/9/2009		9/9/2010
6629016	NCI BUILDING SYSTEMS, LP DBA DBCI	[Redacted]*	[Redacted]*	$	[Redacted]*		9/10/2009		9/10/2010
6629017	NCI BUILDING SYSTEMS, LP	COMMONWEALTH OF KENTUCKY	Highway Use Bond	$	1,000.00		9/12/2009		9/12/2010
6665723	ROBERTSON-CECO II CORP. DBA CECO BUILDING SYSTEMS	[Redacted]*	[Redacted]*	$	[Redacted]*		9/14/2009		9/14/2010
6601833	NCI GROUP, INC. DBA METAL BUILDING COMPONENTS	STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION	Financial Responsible Bond	$	100,000.00		9/23/2009		9/23/2010
6629018	BARRY JOE DEESE	STATE OF CALIFORNIA.	Bond of Qualifying Individual	$	12,500.00		9/30/2009		9/30/2010
6629019	NCI BUILDING SYSTEMS, LP DBA DBCI	STATE OF CALIFORNIA.	Contractor’s Bond	$	12,500.00		9/30/2009		9/30/2010
6601872	NCI GROUP, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		12/16/2009		12/16/2010
6170198	ROBERTSON CECO II CORPORATION	[Redacted]*	[Redacted]*	$	[Redacted]*		1/1/2010		12/31/2010
6510723	CAROL P. BELLINGER	STATE OF WASHINGTON	Notary Public Bond for Carol P. Bellinger at Garco Building Systems	$	10,000.00		10/25/2008		10/25/2012
6601897	HEATHER R. BAKER	MISSISSIPPI SECRETARY OF STATE'S OFFICE	Notary Public Bond for Heather R. Baker, Hernando, MS	$	5,000.00		2/10/2009		2/10/2013
6628999	DORINDA WOODWARD	STATE OF TENNESSEE	Notary Public Bond for Dorinda K. Woodward	$	10,000.00		7/22/2009		7/22/2013
6665713	MARTHA L. GILLIAM	STATE OF TENNESSEE, ANDERSON COUNTY	“Tennessee Notary Bond for Martha L. Gilliam
(A&S Building Systems)”	$10,000.00	8/21/2009	8/21/2013
6665729	SUSAN GIBSON	STATE OF TENNESSEE, CAMPBELL COUNTY	Notary Public at Large Bond for Susan Gibson at A&S Building Systems	$	10,000.00		9/6/2009		9/6/2013

* indicates redacted and filed separately with the Securities and Exchange Commission.

39

Schedule 7.2(i)
to Amended and Restated Credit Agreement

Bond
Number	Principal	Obligee	Description	Bond Amount		Effective		Expiration
6510520	METAL BUILDING COMPONENTS, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		10/4/2007		10/4/2014
SAFECO INSURANCE COMPANIES Subtotal Amount:								$	5,455,356.28
TRAVELERS PROPERTY CASUALTY GROUP
104417585	AMERICAN BUILDING COMPONENTS (ABC)	COMMONWEALTH OF KENTUCKY	Kentucky Highway Use Bond	$	1,000.00		3/10/2009		3/10/2010
103013175	A & S BUILDING SYSTEMS, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		5/1/2009		5/1/2010
103218552	METAL COASTERS OF GEORGIA	[Redacted]*	[Redacted]*	$	[Redacted]*		7/30/2009		7/30/2010
104632805	NCI BUILDING SYSTEMS, L.P.	[Redacted]*	[Redacted]*	$	[Redacted]*		11/17/2009		11/17/2010
101077424	NCI BUILDING SYSTEMS, INC	[Redacted]*	[Redacted]*	$	[Redacted]*		12/1/2009		12/1/2010
104841990	TAMERA L. ELLIOTT	STATE OF INDIANA	Notary Bond for Tamera L. Elliott	$	5,000.00		8/16/2007		8/16/2015
TRAVELERS PROPERTY CASUALTY GROUP Subtotal Amount:				$	210,000.00
			TOTAL BONDS	$	5,902,856.28

* indicates redacted and filed separately with the Securities and Exchange Commission.

40

Schedule 7.6(j)
to Amended and Restated Credit Agreement

Dispositions

Owned Real Property that may be sold or leased/subleased:

[Redacted]*

Equipment and Personal Property that may be sold or leased:

[Redacted]*

Borrowers, Guarantors and their respective Subsidiaries may sell, dispose of, lease or otherwise transfer to any Person (including any Borrower, Guarantor or any of their respective Subsidiaries), equipment (including manufacturing equipment and miscellaneous personal property) currently located at the following facilities:

     [Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission.

41

EXHIBIT A TO
AMENDED AND RESTATED CREDIT AGREEMENT

FORM OF TERM LOAN NOTE

$	New York, New York
	[                     ___], 2009

          FOR VALUE RECEIVED, the undersigned, NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to                      (the “Lender”) and its successors and assigns, at the office of Wachovia Bank, National Association, located at [     ], in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a)                                          DOLLARS ($                    ) and (b) the aggregate unpaid principal amount of the Term Loan held by the Lender to the undersigned pursuant to Section 2.1(a) of the Amended and Restated Credit Agreement referred to below, which sum shall be payable in accordance with Section 2.3 of the Amended and Restated Credit Agreement.

          The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time at the applicable rates per annum and on the dates set forth in Section 3.1 of the Amended and Restated Credit Agreement until such principal amount is paid in full (both before and after judgment).

          This Term Loan Note is one of the Term Loan Notes referred to in the Amended and Restated Credit Agreement, dated as of October [     ], 2009 (as amended, supplemented, waived or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), among the Borrower, the several banks and other financial institutions from time to time parties thereto (including the Lender) (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders, and WELLS FARGO SECURITIES, LLC, as lead arranger and bookrunner, and is entitled to the benefits thereof, is secured and guaranteed as provided therein and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Term Loan Note is subject to the terms and conditions of the Amended and Restated Credit Agreement and in the event of any conflict or inconsistency between this Term Loan Note and the Amended and Restated Credit Agreement, the terms and conditions of the Amended and Restated Credit Agreement shall govern and control. Terms used herein which are defined in the Amended and Restated Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

          Upon the occurrence of any one or more of the Events of Default specified in the Amended and Restated Credit Agreement, all amounts then remaining unpaid on this Term Loan Note shall become, or may be declared to be, immediately due and payable, all as provided therein.

          All parties now and hereafter liable with respect to this Term Loan Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive, to the maximum extent permitted by applicable law, presentment, demand, protest and all other notices of any kind under this Term Loan Note.

          THIS TERM NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

NCI BUILDING SYSTEMS, INC.
By:
	Name:
	Title:

EXHIBIT B TO
AMENDED AND RESTATED CREDIT AGREEMENT

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, 2009

TABLE OF CONTENTS

	Page
SECTION 1 DEFINED TERMS		2
1.1 Definitions		2
1.2 Other Definitional Provisions		9
SECTION 2 GUARANTEE		10
2.1 Guarantee		10
2.2 Right of Contribution		11
2.3 No Subrogation		11
2.4 Amendments, etc. with respect to the Obligations		11
2.5 Guarantee Absolute and Unconditional		12
2.6 Reinstatement		13
2.7 Payments		13
SECTION 3 GRANT OF SECURITY INTEREST		14
3.1 Grant		14
3.2 Pledged Collateral		15
3.3 Certain Exceptions		15
3.4 Intercreditor Relations		16
SECTION 4 REPRESENTATIONS AND WARRANTIES		17
4.1 Representations and Warranties of Each Guarantor		17
4.2 Representations and Warranties of Each Grantor		17
4.3 Representations and Warranties of Each Pledgor		20
SECTION 5 COVENANTS		21
5.1 Covenants of Each Guarantor		21
5.2 Covenants of Each Grantor		21
5.3 Covenants of Each Pledgor		27
SECTION 6 REMEDIAL PROVISIONS		29
6.1 Certain Matters Relating to Accounts		29
6.2 Communications with Obligors; Grantors Remain Liable		30
6.3 Pledged Stock		31
6.4 Proceeds to be Turned Over to the Collateral Agent		32
6.5 Application of Proceeds		33
6.6 Code and Other Remedies		33
6.7 Registration Rights		34
6.8 Waiver; Deficiency		35
SECTION 7 THE COLLATERAL AGENT		36
7.1 Collateral Agent’s Appointment as Attorney-in-Fact, etc		36
7.2 Duty of Collateral Agent		37
7.3 Financing Statements		38

	Page
7.4 Authority of Collateral Agent		38
7.5 Right of Inspection		38
SECTION 8 NON-LENDER SECURED PARTIES		39
8.1 Rights to Collateral		39
8.2 Appointment of Agent		40
8.3 Waiver of Claims		40
SECTION 9 MISCELLANEOUS		40
9.1 Amendments in Writing		40
9.2 Notices		41
9.3 No Waiver by Course of Conduct; Cumulative Remedies		41
9.4 Enforcement Expenses; Indemnification		41
9.5 Successors and Assigns		42
9.6 Set-Off		42
9.7 Counterparts		42
9.8 Severability		42
9.9 Section Headings		43
9.10 Integration		43
9.11 GOVERNING LAW		43
9.12 Submission to Jurisdiction; Waivers		43
9.13 Acknowledgments		44
9.14 WAIVER OF JURY TRIAL		44
9.15 Additional Grantors		44
9.16 Releases		44
9.17 Judgment		45
SCHEDULES
1 Notice Addresses of Guarantors
2 Pledged Securities
3 Perfection Matters
4 Location of Jurisdiction of Organization
5 Intellectual Property
6 Contracts
7 Commercial Tort Claims
ANNEXES
1 Assumption Agreement
2 Supplemental Agreement

GUARANTEE AND COLLATERAL AGREEMENT

     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.

W I T N E S S E T H:

     WHEREAS, pursuant to that certain Amended and Restated Credit Agreement, dated as of the date hereof (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “Credit Agreement”), among the Borrower, Wachovia Bank, National Association, as Collateral Agent and Administrative Agent, and the other parties party thereto, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

     WHEREAS, pursuant to that certain Loan and Security Agreement, dated as of the date hereof (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “ABL Credit Agreement”), among NCI Group, Inc., a Nevada corporation and Robertson-CECO II Corporation, a Delaware corporation, (collectively, the “ABL Borrowers”), the Borrower, the several banks and other financial institutions from time to time parties thereto as lenders (as “Lenders” is further defined in the ABL Credit Agreement, the “ABL Lenders”), Wells Fargo Foothill, LLC, as administrative agent (in its specific capacity as Administrative Agent, the “ABL Administrative Agent”) and collateral agent (in its specific capacity as Collateral Agent, the “ABL Collateral Agent”) for the ABL Lenders thereunder, and the other parties party thereto, the ABL Lenders have severally agreed to make extensions of credit to the ABL Borrowers upon the terms and subject to the conditions set forth therein;

     WHEREAS, pursuant to the ABL Credit Agreement, the Borrower and the ABL Borrowers have granted a first priority Lien to the ABL Collateral Agent for the benefit of the holders of ABL Obligations (as defined below) on the ABL Priority Collateral (as defined below) and a second priority Lien for the benefit of the holders of the ABL Obligations on the Term Loan Priority Collateral (as defined below);

     WHEREAS, the Borrower is a member of an affiliated group of companies that includes the Borrower, the Borrower’s Domestic Subsidiaries that are party hereto and any other Domestic Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof (all of the foregoing collectively, the “Grantors”);

     WHEREAS, the the Collateral Agent, the Administrative Agent, the ABL Collateral Agent and the ABL Administrative Agent and the control agent referred to therein have entered into an Intercreditor Agreement, acknowledged by the Borrower and the Grantors, dated as of the date hereof (as amended, amended and restated, waived, supplemented or otherwise modified from time to time (subject to Section 9.1 hereof), the “Intercreditor Agreement”);

     WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each such Grantor will derive substantial benefit from the making of the extensions of credit under the Credit Agreement and the ABL Credit Agreement; and

     WHEREAS, it is a condition to the obligation of the Lenders to make their respective extensions of credit under the Credit Agreement that the Grantors shall execute and deliver this Agreement to the Collateral Agent for the benefit of the Secured Parties (as defined below).

     NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent and the Collateral Agent, for the benefit of the Secured Parties, as follows:

SECTION 1 DEFINED TERMS

          1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms that are defined in the Code (as in effect on the date hereof) are used herein as so defined: Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, Goods, Letter of Credit Rights, Money, Promissory Notes, Records and Securities Account.

          (b) The following terms shall have the following meanings:

     “ABL Administrative Agent”: as defined in the recitals hereto.

     “ABL Borrowers”: as defined in the recitals hereto.

     “ABL Collateral Agent”: as defined in the recitals hereto.

     “ABL Credit Agreement”: as defined in the recitals hereto.

     “ABL Lenders”: as defined in the recitals hereto.

     “ABL Obligations”: “Working Capital Obligations” as defined in the Intercreditor Agreement.

     “ABL Priority Collateral”: “Working Capital Priority Collateral” as defined in the Intercreditor Agreement.

2

     “Accounts”: all accounts (as defined in the Code) of each Grantor, including, without limitation, all Accounts Receivable of such Grantor.

     “Accounts Receivable”: any right to payment for goods sold or leased or for services rendered, which is not evidenced by an instrument (as defined in the Code) or Chattel Paper.

     “Additional Agent”: as defined in the Intercreditor Agreement.

     “Additional Collateral Documents”: as defined in the Intercreditor Agreement.

     “Additional Obligations”: as defined in the Intercreditor Agreement.

     “Adjusted Net Worth”: of any Guarantor at any time, shall mean the greater of (x) $0 and (y) the amount by which the fair saleable value of such Guarantor’s assets on the date of the respective payment hereunder exceeds its debts and other liabilities (including contingent liabilities, but without giving effect to any of its obligations under this Agreement or any other Loan Document, the ABL Credit Agreement or any ABL Facility Document) on such date.

     “Administrative Agent”: as defined in the preamble hereto.

     “Agreement”: this Guarantee and Collateral Agreement, as the same may be amended, restated, supplemented, waived or otherwise modified from time to time.

     “Applicable Law”: as defined in Section 9.8 hereof.

     “Bank Products Agreement”: any agreement pursuant to which a bank or other financial institution agrees to provide treasury or cash management services (including, without limitation, controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts and interstate depository network services).

     “Bankruptcy Case”: (i) The Borrower or any of its Subsidiaries commencing any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any of its Subsidiaries making a general assignment for the benefit of its creditors; or (ii) there being commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days.

     “Borrower Obligations”: the collective reference to all obligations and liabilities of the Borrower in respect of the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition

3

interest is allowed in such proceeding) the Loans, and all other obligations and liabilities of the Borrower to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, the Loans, the other Loan Documents, any Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement entered into with any Person who was at the time of entry into such agreement a Lender or an Affiliate of any Lender, any Guarantee of the Borrower or any of its Subsidiaries as to which any Secured Party is a beneficiary, the provision of cash management services by any Lender or an Affiliate thereof to the Borrower or any Subsidiary thereof, or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, amounts payable in connection with the provision of such cash management services or a termination of any transaction entered into pursuant to any such Interest Rate Protection Agreement or Permitted Hedging Arrangement, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees, expenses and disbursements of counsel to the Administrative Agent or any other Secured Party that are required to be paid by the Borrower pursuant to the terms of the Credit Agreement or any other Loan Document).

     “Borrower”: as defined in the preamble hereto.

     “Code”: the Uniform Commercial Code as from time to time in effect in the State of New York.

     “Collateral”: as defined in Section 3; provided that, for purposes of Section 6.5, Section 8 and Section 9.16(b), “Collateral” shall have the meaning assigned to such term in the Credit Agreement.

     “Collateral Account Bank”: Wachovia Bank, National Association, an Affiliate thereof or another bank which at all times is a Lender as selected by the relevant Grantor and consented to in writing by the Collateral Agent (such consent not to be unreasonably withheld or delayed).

     “Collateral Agent”: as defined in the preamble hereto.

     “Collateral Proceeds Account”: a non-interest bearing cash collateral account established and maintained by the relevant Grantor at an office of the Collateral Account Bank in the name, and in the sole dominion and control of, the Collateral Agent for the benefit of the Secured Parties.

     “Commercial Tort Action”: any action, other than an action primarily seeking declaratory or injunctive relief with respect to claims asserted or expected to be asserted by Persons other than the Grantors, that is commenced by a Grantor in the courts of the United States of America, any state or territory thereof or any political subdivision of any such state or territory, in which any Grantor seeks damages arising out of torts committed against it that would reasonably be expected to result in a damage award to it exceeding $2,000,000.

     “Contracts”: with respect to any Grantor, all contracts, agreements, instruments and indentures in any form and portions thereof (except for contracts listed on Schedule 6 hereto), to which such Grantor is a party or under which such Grantor or any property of such Grantor is

4

subject, as the same may from time to time be amended, supplemented, waived or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder.

     “Copyright Licenses”: with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such Grantor of any right under any United States copyright, other than agreements with any Person who is an Affiliate or a Subsidiary of the Borrower or such Grantor, including, without limitation, any material license agreements listed on Schedule 5 hereto, subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.

     “Copyrights”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States copyrights, whether or not the underlying works of authorship have been published or registered, all United States copyright registrations and copyright applications, including, without limitation, any copyright registrations and copyright applications listed on Schedule 5 hereto, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof and (iii) the right to sue or otherwise recover for past, present and future infringements and misappropriations thereof.

     “Credit Agreement”: has the meaning provided in the recitals hereto.

     “Excluded Assets”: as defined in Section 3.3.

     “Foreign Intellectual Property”: all non-U.S. Intellectual Property.

     “General Fund Account”: the general fund account of the relevant Grantor established at the same office of the Collateral Account Bank as the Collateral Proceeds Account.

     “General Intangibles”: all “general intangibles” as that term is defined in Section 9-102(a)(42) of the Uniform Commercial Code in effect in the State of New York on the date hereof.

     “Grantor”: as defined in the recitals hereto.

     “Guarantor Obligations”: with respect to any Guarantor, the collective reference to (i) the Obligations guaranteed by such Guarantor pursuant to Section 2 and (ii) all obligations and liabilities of such Guarantor that may arise under or in connection with this Agreement or any other Loan Document to which such Guarantor is a party, any Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement entered into with any Person who was at the time of entry into such agreement a Lender or an Affiliate of any Lender, any Guarantee of the Borrower or any of its Subsidiaries as to which any Secured Party is a beneficiary, the provision of cash management services by any Lender or an Affiliate thereof to the Borrower or any Subsidiary thereof, or any other document made, delivered or given in

5

connection therewith of such Guarantor, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or any other Secured Party that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

     “Guarantors”: the collective reference to each Grantor other than the Borrower.

     “Instruments”: has the meaning specified in Article 9 of the Code, but excluding the Pledged Securities.

     “Intellectual Property”: with respect to any Grantor, the collective reference to such Grantor’s Copyrights, Copyright Licenses, Patents, Patent Licenses, Trade Secrets, Trade Secret Licenses, Trademarks and Trademark Licenses.

     “Intercreditor Agreement”: as defined in the recitals hereto.

     “Intercompany Note”: with respect to any Grantor, any promissory note in a principal amount in excess of $2,000,000 evidencing loans made by such Grantor to the Borrower or any of its Subsidiaries.

     “Inventory”: with respect to any Grantor, all inventory (as defined in the Code) of such Grantor.

     “Investment Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the Uniform Commercial Code in effect in the State of New York on the date hereof (other than any Capital Stock of any Foreign Subsidiary and other than any Capital Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Securities.

     “Issuers”: the collective reference to the Persons identified on Schedule 2 as the issuers of Pledged Stock, together with any successors to such companies.

     “Lender”: as defined in the preamble hereto.

     “Non-Lender Secured Parties”: the collective reference to any person who, at the time of entering into any Interest Rate Protection Agreement or Permitted Hedging Arrangement or Banks Products Agreement secured hereby, was a Lender or an Affiliate of any Lender and their respective successors and assigns.

     “Obligations”: (i) in the case of the Borrower, its Borrower Obligations and (ii) in the case of each Guarantor, its Guarantor Obligations.

     “Patent Licenses”: with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such Grantor of any right under any United States patent, patent application, or patentable invention other than agreements with any Person who is an Affiliate or a Subsidiary of the Borrower or such Grantor, including, without limitation, the material license agreements listed on Schedule 5 hereto, subject, in each case, to

6

the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.

     “Patents”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States patents, patent applications and patentable inventions and all reissues and extensions thereof, including, without limitation, all patents and patent applications identified in Schedule 5 hereto, and including, without limitation, (i) all inventions and improvements described and claimed therein, (ii) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights corresponding thereto in the United States and all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon, and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto.

     “Pledged Collateral”: as to any Pledgor, the Pledged Securities now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof.

     “Pledged Notes”: with respect to any Pledgor, all Intercompany Notes at any time issued to, or held or owned by, such Pledgor.

     “Pledged Securities”: the collective reference to the Pledged Notes and the Pledged Stock.

     “Pledged Stock”: with respect to any Pledgor, the shares of Capital Stock listed on Schedule 2 as held by such Pledgor, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Issuer that may be issued or granted to, or held by, such Pledgor while this Agreement is in effect (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, directly or indirectly, (i) more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary, (ii) any of the Capital Stock of a Subsidiary of a Foreign Subsidiary and (iii) de minimis shares of a Foreign Subsidiary held by any Pledgor as a nominee or in a similar capacity).

     “Pledgor”: the Borrower (with respect to Pledged Stock of the entities listed on Schedule 2 hereto under the name of the Borrower and all other Pledged Collateral of the Borrower) and each other Grantor (with respect to Pledged Securities held by such Grantor and all other Pledged Collateral of such Grantor).

     “Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code in effect in the State of New York on the date hereof and, in any event, Proceeds of Pledged Securities shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.

     “Restrictive Agreements”: as defined in Section 3.3(a).

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     “Secured Bank Product Agreement”: any Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement entered into with any Person who was at the time of entry into such agreement a Lender or an Affiliate of any Lender, or any agreement providing for the provision of cash management services by any Lender or an Affiliate thereof to the Borrower or any Subsidiary thereof, or any other document made, delivered or given in connection therewith of such Guarantor.

     “Secured Parties”: the collective reference to (i) the Administrative Agent, the Collateral Agent and each Other Representative, (ii) the Lenders, (iii) with respect to any Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement with the Borrower or any of its Subsidiaries, any counterparty thereto that, at the time such agreement or arrangement was entered into, was a Lender or an Affiliate of any Lender and (iv) their respective successors and assigns and their permitted transferees and endorsees.

     “Security Collateral”: with respect to any Grantor, means, collectively, the Collateral (if any) and the Pledged Collateral (if any) of such Grantor.

     “Specified Asset”: as defined in Section 4.2.2 hereof.

     “Term Loan Priority Collateral”: as defined in the Intercreditor Agreement.

     “Trade Secret Licenses”: with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such Grantor of any right under any trade secrets, including, without limitation, know how, processes, formulae, compositions, designs, and confidential business and technical information, and all rights of any kind whatsoever accruing thereunder or pertaining thereto, other than agreements with any Person who is an Affiliate or a Subsidiary of the Borrower or such Grantor, subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.

     “Trade Secrets”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States trade secrets, including, without limitation, know-how, processes, formulae, compositions, designs, and confidential business and technical information, and all rights of any kind whatsoever accruing thereunder or pertaining thereto, including, without limitation, (i) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses, non-disclosure agreements and memoranda of understanding entered into in connection therewith, and damages and payments for past or future misappropriations thereof, and (ii) the right to sue or otherwise recover for past, present or future misappropriations thereof.

     “Trademark Licenses”: with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such Grantor of any right under any United States trademarks, service marks, trade names, trade dress or other indicia of trade origin or business identifiers, other than agreements with any Person who is an Affiliate or a Subsidiary of the Borrower or such Grantor, including, without limitation, the material license agreements listed on Schedule 5 hereto, subject, in each case, to the terms of such license agreements, and

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the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.

     “Trademarks”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States trademarks, service marks, trade names, trade dress or other indicia of trade origin or business identifiers, trademark and service mark registrations, and applications for trademark or service mark registrations (except for “intent to use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed, it being understood and agreed that the carve out in this parenthetical shall be applicable only if and for so long as a grant of a security interest in, or the exercise of rights or remedies with respect to, such intent to use application would invalidate or otherwise jeopardize Grantor’s rights therein), and any renewals thereof, including, without limitation, each registration and application identified in Schedule 5 hereto, and including, without limitation, (i) the right to sue or otherwise recover for any and all past, present and future infringements or dilutions thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof), and (iii) all other rights corresponding thereto in the United States and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto in the United States, together in each case with the goodwill of the business connected with the use of, and symbolized by, each such trademark, service mark, trade name, trade dress or other indicia of trade origin or business identifiers.

     “Vehicles”: all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing.

          1.2 Other Definitional Provisions. (a) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Annex references are to this Agreement unless otherwise specified.

          (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

          (c) Where the context requires, terms relating to the Collateral, Pledged Collateral or Security Collateral, or any part thereof, when used in relation to a Grantor shall refer to such Grantor’s Collateral, Pledged Collateral or Security Collateral or the relevant part thereof.

          (d) All references in this Agreement to any of the property described in the definition of the term “Collateral” or “Pledged Collateral”, or to any Proceeds thereof, shall be deemed to be references thereto only to the extent the same constitute Collateral or Pledged Collateral, respectively.

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SECTION 2 GUARANTEE

          2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the applicable Secured Parties, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations of the Borrower owed to the applicable Secured Parties.

          (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount that can be guaranteed by such Guarantor under applicable law, including applicable federal and state laws relating to the insolvency of debtors; provided that, to the maximum extent permitted under applicable law, it is the intent of the parties hereto that (x) the amount of liability of any of the Guarantors or any guarantee in respect of Indebtedness represented by the Senior Notes or Subordinated Indebtedness shall be reduced before the amount of the liability of the respective Guarantor is reduced hereunder and (y) the rights of contribution of each Guarantor provided in following Section 2.2 be included as an asset of the respective Guarantor in determining the maximum liability of such Guarantor hereunder.

          (c) Each Guarantor agrees that the Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any other Secured Party hereunder.

          (d) The guarantee contained in this Section 2 shall remain in full force and effect until the earlier to occur of (i) the first date on which all the Loans, all other Borrower Obligations then due and owing, and the obligations of each Guarantor under the guarantee contained in this Section 2 then due and owing shall have been satisfied by payment in full in cash, or (ii) as to any Guarantor, the sale or other disposition of all of the Capital Stock of such Guarantor (to a Person other than the Borrower or a Subsidiary of the Borrower) as permitted under the Credit Agreement.

          (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations of the Borrower guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until the earlier to occur of (i) the first date on which all the Loans, and all other Borrower Obligations then due and owing, are paid in full in cash or (ii) the sale or other

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disposition of all of the Capital Stock of such Guarantor (to a Person other than the Borrower or a Subsidiary of the Borrower) as permitted under the Credit Agreement.

          2.2 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share (based, to the maximum extent permitted by law, on the respective Adjusted Net Worths of the Guarantors on the date the respective payment is made) of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder that has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.

          2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Collateral Agent and the other Secured Parties by the Borrower on account of the Borrower Obligations are paid in full in cash. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash, such amount shall be held by such Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Borrower Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine.

          2.4 Amendments, etc. with respect to the Obligations. To the maximum extent permitted by law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Collateral Agent, the Administrative Agent or any other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such other Secured Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any other Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, waived, modified, supplemented or terminated, in whole

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or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders under the Credit Agreement or the applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any other Secured Party for the payment of any of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. None of the Collateral Agent, the Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for any of the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto, except to the extent required by applicable law.

          2.5 Guarantee Absolute and Unconditional. Each Guarantor waives, to the maximum extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Collateral Agent, the Administrative Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; each of the Borrower Obligations, and any obligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent, the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the maximum extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the other Guarantors with respect to any of the Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by law, that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses (other than any suit for breach of a contractual provision of any of the Loan Documents) that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent, the Administrative Agent or any other Secured Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in any of the Obligations, (d) any exchange, taking, or release of Security Collateral, (e) any change in the structure or existence of the Borrower or any other Guarantor, (f) any application of Security Collateral to any of the Obligations, (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Collateral Agent, the Administrative Agent or any other Secured Party with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of

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any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the Borrower Obligations guaranteed by it hereunder) (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by the Collateral Agent, the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, the Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

          2.6 Reinstatement. The guarantee of any Guarantor contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations guaranteed by such Guarantor hereunder is rescinded or must otherwise be restored or returned by the Collateral Agent, the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

          2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim, in Dollars (or in the case of any amount required to be paid in any other currency pursuant to the requirements of the Credit Agreement or other agreement relating to the respective Obligations, such other currency), at the Administrative Agent’s office specified in Section 10.2 of the Credit Agreement or such other address as may be designated in writing by the Administrative Agent to such Guarantor from time to time in accordance with Section 10.2 of the Credit Agreement.

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SECTION 3 GRANT OF SECURITY INTEREST

          3.1 Grant. Each Grantor hereby grants, subject to existing licenses to use the Copyrights, Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary course of business, to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Section 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, except as provided in Section 3.3:

     (a) all Accounts;

     (b) all Chattel Paper;

     (c) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 7 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Section 5.2.12);

     (d) all Contracts;

     (e) all Deposit Accounts;

     (f) all Documents;

     (g) all Equipment (other than Vehicles);

     (h) all Fixtures;

     (i) all General Intangibles;

     (j) all Instruments;

     (k) all Intellectual Property;

     (l) all Inventory;

     (m) all Investment Property;

     (n) all Letter of Credit Rights;

     (o) all Money (including all cash and Cash Equivalents);

     (p) all books and Records pertaining to any of the foregoing;

     (q) the Collateral Proceeds Account; and

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     (r) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that, in the case of each Grantor, Collateral shall not include any Pledged Collateral, or any property or assets specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in excess of 65% of any series of such stock).

          3.2 Pledged Collateral. Each Grantor that is a Pledgor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Pledged Collateral of such Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, as collateral security for the prompt and complete performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Pledgor, except as provided in Section 3.3.

          3.3 Certain Exceptions. No security interest is or will be granted pursuant hereto in any right, title or interest of any Grantor under or in (collectively, the “Excluded Assets”):

          (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Borrower, a Subsidiary of the Borrower or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements);

          (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property is subject to a Lien described in Section 7.3(n) or 7.3(y) of the Credit Agreement (but in each case only for so long as (i) such Liens are in place and (ii) the granting of a Lien in such Equipment or other property would breach or conflict with the agreement giving rise to such Liens);

          (c) any property that would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Sale and Leaseback Transaction the proceeds of which are applied as, if and to the extent required in accordance with Section 3.4(c) of the Credit Agreement or (ii) an Exempt Sale and Leaseback Transaction or (y) constitutes Proceeds or products of any property that has been sold or otherwise transferred pursuant to such Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction (other than any payments received by such Grantor in payment for the sale or transfer of such property in such Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction) ;

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          (d) Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso contained in the parenthetical to such definition;

          (e) Foreign Intellectual Property;

          (f) any Money, cash, Cash Equivalents, checks, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Borrower or any of its Subsidiaries in the nature of security deposit with respect to obligations for the benefit of the Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations;

          (g) any deposit account or other account containing collateral securing the obligations of any Grantor with respect to the Existing Letters of Credit (as defined in the ABL Credit Agreement as in effect on the date hereof), and any cash, Cash Equivalents or investment property in such accounts;

          (h) without limiting clause 3.3(a) above, those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement and set forth on Schedule 6, applicable law or regulation or the organizational documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), or to the extent that such security interests would result in adverse tax or accounting consequences as reasonably determined by the Borrower; or

          (i) those assets as to which the applicable Grantor and the Collateral Agent shall mutually and reasonably determine that the costs of obtaining such a security interest are excessive in relation to the value of the security interest to be afforded thereby.

          3.4 Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Section 3.1 herein shall (x) with respect to all Security Collateral other than Term Loan Priority Collateral, prior to the Discharge of Working Capital Obligations (as defined in the Intercreditor Agreement), be subject and subordinate to the Liens granted to the ABL Collateral Agent for the benefit of the holders of the ABL Obligations to secure the ABL Obligations pursuant to the ABL Credit Agreement, as and to the extent provided in the Intercreditor Agreement, and (y) with respect to all Security Collateral, prior to the applicable Discharge of Additional Obligations (as defined in the Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional Agent for the benefit of the holders of the applicable Additional Obligations to secure such Additional Obligations pursuant to the applicable Additional Collateral Documents, as and to the extent provided in the Intercreditor Agreement. The Collateral Agent acknowledges and agrees that the relative priority of such Liens granted to the Collateral Agent, the ABL Collateral Agent and any Additional Agent may be determined solely pursuant to the Intercreditor Agreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control as among the Collateral Agent, the ABL Collateral Agent and any

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Additional Agent. Notwithstanding any other provision hereof, (x) for so long as any ABL Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to the ABL Collateral Agent to be held in accordance with the Intercreditor Agreement and (y) for so long as any Additional Obligations remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be physically delivered to any Additional Agent to be held in accordance with the Intercreditor Agreement.

SECTION 4 REPRESENTATIONS AND WARRANTIES

          4.1 Representations and Warranties of Each Guarantor. To induce the Collateral Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Guarantor hereby represents and warrants to the Collateral Agent and each other Secured Party that the representations and warranties set forth in Article IV of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which representations and warranties is hereby incorporated herein by reference, are true and correct in all material respects, and the Collateral Agent and each other Secured Party shall be entitled to rely on each of such representations and warranties as if fully set forth herein; provided that each reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to such Guarantor’s knowledge.

          4.2 Representations and Warranties of Each Grantor. To induce the Collateral Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that, in each case after giving effect to the Transactions:

          4.2.1 Title; No Other Liens. Except for the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on such Grantor’s Collateral by the Credit Agreement (including, without limitation, Section 7.3 thereof), such Grantor owns each item of such Grantor’s Collateral free and clear of any and all Liens. No currently effective financing statement or other similar public notice with respect to all or any part of such Grantor’s Collateral is on file or of record in any public office in the United States of America, any state, territory or dependency thereof or the District of Columbia, except such as have been filed in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreement (including, without limitation, Section 7.3 thereof) or any other Loan Document or for which termination statements will be delivered on the Closing Date.

          4.2.2 Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s

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rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

          (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and the delivery to and continuing possession by the Collateral Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Code) by the Collateral Agent of all Deposit Accounts, the Collateral Proceeds Account, Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 7 on the date of this Agreement) the taking of the actions required by Section 5.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons other than Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the Collateral Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing. As used in this Section 4.2.2(b), the following terms shall have the following meanings:

     “Filings”: the filing or recording of (i) the Financing Statements as set forth in Schedule 3, (ii) this Agreement or a notice thereof with respect to Intellectual Property as set forth in Schedule 3, and (iii) any filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law.

     “Financing Statements”: the financing statements delivered to the Collateral Agent by such Grantor on the Closing Date for filing in the jurisdictions listed in Schedule 4.

     “Ordinary Course Transferees”: (i) with respect to goods only, buyers in the ordinary course of business and lessees in the ordinary course of business to the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction, (ii) with respect to general intangibles only, licensees in the ordinary course of business to the extent provided in Section 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction and (iii) any other Person who is entitled to take free of the Lien pursuant to the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

     “Permitted Liens”: Liens permitted pursuant to the Credit Documents, including without limitation those permitted to exist pursuant to Section 7.3 of the Credit Agreement.

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     “Specified Assets”: the following property and assets of such Grantor:

     (1) Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (a) Liens thereon cannot be perfected by the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (b) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Borrower and its Subsidiaries taken as a whole;

     (2) Copyrights and Copyright Licenses and Accounts or receivables arising therefrom to the extent that the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction is not applicable to the creation or perfection of Liens thereon or Liens thereon cannot be perfected by the filing and acceptance of this Agreement or short form thereof in the United States Copyright Office;

     (3) Collateral for which the perfection of Liens thereon requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia;

     (4) Contracts, Accounts or receivables subject to the Assignment of Claims Act;

     (5) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person;

     (6) Fixtures; Money, cash and Cash Equivalents;

     (7) Proceeds of Accounts, receivables or Inventory which do not themselves constitute Collateral or which have not been transferred to or deposited in the Collateral Proceeds Account (if any) or to a Deposit Account of a Grantor subject to the Collateral Agent’s control; and

     (8) uncertificated securities (to the extent a security interest is not perfected by the filing of a financing statements).

     4.2.3 Jurisdiction of Organization. On the date hereof, such Grantor’s jurisdiction of organization is specified on Schedule 4.

          4.2.4 Farm Products. None of such Grantor’s Collateral constitutes, or is the Proceeds of, Farm Products.

          4.2.5 Accounts Receivable. The amounts represented by such Grantor to the Administrative Agent or the other Secured Parties from time to time as owing by each account debtor or by all account debtors in respect of such Grantor’s Accounts Receivable constituting

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Security Collateral will at such time be the correct amount, in all material respects, actually owing by such account debtor or debtors thereunder, except to the extent that appropriate reserves therefor have been established on the books of such Grantor in accordance with GAAP. Unless otherwise indicated in writing to the Administrative Agent, each Account Receivable of such Grantor arises out of a bona fide sale and delivery of goods or rendition of services by such Grantor. Such Grantor has not given any account debtor any deduction in respect of the amount due under any such Account, except in the ordinary course of business or as such Grantor may otherwise advise the Administrative Agent in writing.

          4.2.6 Patents, Copyrights and Trademarks. Schedule 5 lists all material Trademarks, material Copyrights and material Patents, in each case, registered in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and owned by such Grantor in its own name as of the date hereof, and all material Trademark Licenses, all material Copyright Licenses (other than licenses to commercially available software) and all material Patent Licenses (including, without limitation, material Trademark Licenses for registered Trademarks, material Copyright Licenses for registered Copyrights and material Patent Licenses for issued Patents) owned by such Grantor in its own name as of the date hereof.

          4.3 Representations and Warranties of Each Pledgor. To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Pledgor hereby represents and warrants to the Collateral Agent and each other Secured Party that:

          4.3.1 Except as provided in Section 3.3, the shares of Pledged Stock pledged by such Pledgor hereunder constitute (i) in the case of shares of a Domestic Subsidiary, all the issued and outstanding shares of all classes of the Capital Stock of such Domestic Subsidiary owned by such Pledgor and (ii) in the case of any Pledged Stock constituting Capital Stock of any Foreign Subsidiary, such percentage (not more than 65%) as is specified on Schedule 2 of all the issued and outstanding shares of all classes of the Capital Stock of each such Foreign Subsidiary owned by such Pledgor.

          4.3.2 All the shares of the Pledged Stock pledged by such Pledgor hereunder have been duly and validly issued and are fully paid and nonassessable (or the equivalent, if any, under applicable foreign law).

          4.3.3 Such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Liens arising by operation of law or permitted by the Credit Agreement (or described in the definition of “Permitted Lien” in the Credit Agreement).

          4.3.4 Except with respect to security interests in Pledged Securities (if any) constituting Specified Assets, upon the delivery to the Collateral Agent of the certificates evidencing the Pledged Securities held by such Pledgor together with executed undated stock powers or other instruments of transfer, the security interest created in such Pledged Securities

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constituting certificated securities by this Agreement, assuming the continuing possession of such Pledged Securities by the Collateral Agent, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the ABL Collateral Agent and any Additional Agent) security interest in such Pledged Securities to the extent provided in and governed by the Code, enforceable in accordance with its terms against all creditors of such Pledgor and any Persons purporting to purchase such Pledged Securities from such Pledgor, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

          4.3.5 Except with respect to security interests in Pledged Securities (if any) constituting Specified Assets, upon the obtaining and maintenance of “control” (as described in the Code) by the Collateral Agent of all Pledged Securities that constitute uncertificated securities, the security interest created by this Agreement in such Pledged Securities that constitute uncertificated securities, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the ABL Collateral Agent or any Additional Agent) security interest in such Pledged Securities constituting uncertificated securities, enforceable in accordance with its terms against all creditors of such Pledgor and any persons purporting to purchase such Pledged Securities from such Pledgor, to the extent provided in and governed by the Code, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

SECTION 5 COVENANTS

          5.1 Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the date upon which the Loans, and all other Obligations then due and owing, shall have been paid in full in cash or (ii) as to any Guarantor, the date upon which all the Capital Stock of such Guarantor shall have been sold or otherwise disposed of (to a Person other than the Borrower or a Subsidiary of the Borrower) in accordance with the terms of the Credit Agreement, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.

          5.2 Covenants of Each Grantor. Each Grantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the date upon which the Loans, and all other Obligations then due and owing shall have been paid in full in cash or (ii) as to any Grantor, the date upon which all the Capital Stock of such Grantor shall have been sold or otherwise disposed of (to a Person other than the Borrower or a Subsidiary of the Borrower) in accordance with the terms of the Credit Agreement:

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          5.2.1 Delivery of Instruments, Chattel Paper and Securities. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner satisfactory to the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person (other than the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement) to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement.

          5.2.2 Maintenance of Insurance. Such Grantor will maintain with financially sound and reputable insurance companies insurance on, or self insure, all property material to the business of the Borrower and its Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Borrower and its Subsidiaries and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business; furnish to the Collateral Agent, upon written request, information in reasonable detail as to the insurance carried; and ensure that the Administrative Agent, for the benefit of the Secured Parties, shall be named as additional insureds with respect to liability policies and the Collateral Agent shall be named loss payee with respect to the casualty insurance maintained by such Grantor with respect to such Grantor’s Collateral.

          5.2.3 Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all material taxes, assessments and governmental charges or levies imposed upon such Grantor’s Collateral or in respect of income or profits therefrom, as well as all material claims of any kind (including, without limitation, material claims for labor, materials and supplies) against or with respect to such Grantor’s Collateral (in each case in this Section 5.2.3 other than those relating to the Mortgaged Properties), except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor, and except to the extent that failure to do so, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

          5.2.4 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a security interest having at least the perfection and priority described in Section 4.2.2 of this Agreement and shall defend such security interest against the claims and demands of all Persons whomsoever.

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          (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s Collateral and such other reports in connection with such Grantor’s Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail.

          (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Grantor, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby.

          5.2.5 Changes in Name, Jurisdiction of Organization, etc. Such Grantor will not, except upon not less than 30 days’ prior written notice to the Collateral Agent, change its name or jurisdiction of organization (whether by merger of otherwise); provided that, promptly after receiving a written request therefor from the Collateral Agent, such Grantor shall deliver to the Collateral Agent all additional financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests as and to the extent provided for herein.

          5.2.6 Notices. Such Grantor will advise the Administrative Agent promptly, in reasonable detail, of:

          (a) any Lien (other than security interests created hereby or Liens permitted under the Credit Agreement or Liens described in the definition of “Permitted Lien” in the Credit Agreement) on any of such Grantor’s Collateral which would materially adversely affect the ability of the Collateral Agent to exercise any of its remedies hereunder; and

          (b) the occurrence of any other event which would reasonably be expected to have a material adverse effect on the security interests created hereby.

          5.2.7 Pledged Stock. In the case of each Grantor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.3.1 with respect to the Pledged Stock issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Pledged Stock issued by it.

          5.2.8 Accounts Receivable. (a) With respect to Accounts Receivable constituting Collateral, other than in the ordinary course of business or as permitted by the Loan Documents, such Grantor will not (i) grant any extension of the time of payment of any of such Grantor’s Accounts Receivable, (ii) compromise or settle any such Account Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Account Receivable, (iv) allow any credit or discount whatsoever on any such Account

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Receivable or (v) amend, supplement or modify any Account Receivable unless such extensions, compromises, settlements, releases, credits or discounts would not reasonably be expected to materially adversely affect the value of the Accounts Receivable constituting Collateral taken as a whole.

          (b) Such Grantor will deliver to the Collateral Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 10% of the aggregate amount of the then outstanding Accounts Receivable.

          5.2.9 Maintenance of Records. Such Grantor will keep and maintain at its own cost and expense reasonably satisfactory and complete records of its Collateral, including, without limitation, a record of all payments received and all credits granted with respect to such Collateral, and shall mark such records to evidence this Agreement and the Liens and the security interests created hereby.

          5.2.10 Acquisition of Intellectual Property. Within 90 days after the end of each calendar year, such Grantor will notify the Collateral Agent of any acquisition by such Grantor of (i) any registration of any material Copyright, Patent or Trademark or (ii) any exclusive rights under a material Copyright License, Patent License or Trademark License constituting Collateral, and shall take such actions as may be reasonably requested by the Collateral Agent (but only to the extent such actions are within such Grantor’s control) to perfect the security interest granted to the Collateral Agent and the other Secured Parties therein, to the extent provided herein in respect of any Copyright, Patent or Trademark constituting Collateral on the date hereof, by (x) the execution and delivery of an amendment or supplement to this Agreement (or amendments to any such agreement previously executed or delivered by such Grantor) and/or (y) the making of appropriate filings (I) of financing statements under the Uniform Commercial Code of any applicable jurisdiction and/or (II) in the United States Patent and Trademark Office, or with respect to Copyrights and Copyright Licenses, another applicable office).

          5.2.11 Protection of Trade Secrets. Such Grantor shall take all steps which it deems commercially reasonable to preserve and protect the secrecy of all material Trade Secrets of such Grantor.

          5.2.12 Commercial Tort Actions. All Commercial Tort Actions of each Grantor in existence on the date of this Agreement, known to such Grantor after reasonable inquiry, are described in Schedule 7 hereto. If any Grantor shall at any time after the date of this Agreement acquire a Commercial Tort Action in an amount of $2,000,000, such Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor and describing the details thereof and shall grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

          5.2.13 Assignment of Letter of Credit Rights. In the case of any Letter-of-Credit Rights of any Grantor in any letter of credit exceeding $2,000,000 in value acquired following the Closing Date (other than any Letter of Credit Right constituting ABL Priority Collateral), such Grantor shall use its commercially reasonable efforts to promptly obtain the consent of the

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issuer thereof and any nominated person thereon to the assignment of the proceeds of the related letter of credit in accordance with Section 5-114(c) of the UCC, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, in each case subject to the Intercreditor Agreement.

          5.2.14 Securities Accounts and Uncertificated Investment Property. (a) Prior to the Discharge of Working Capital Obligations (as defined in the Intercreditor Agreement), if such Grantor enters into any agreement with any third party (other than any Agent (as defined in the Intercreditor Agreement)) as required by the ABL Credit Agreement that gives the ABL Collateral Agent control for purposes of perfection over any Collateral consisting of a Deposit Account, a Securities Account or uncertificated securities (within the meaning of the UCC), such Grantor shall use commercially reasonable efforts to ensure that the Collateral Agent is also given control (either directly or pursuant to intercreditor or agency arrangements with the ABL Collateral Agent or any Additional Agent) over such Collateral for purposes of perfection, all in accordance with and subject to the Intercreditor Agreement. At such Grantor’s option such control shall terminate (and any agreement purporting to grant such control shall at such Grantor’s option provide for such termination) at such time as the Borrower or any of its Subsidiaries obtains an Other Revolving Facility (as defined below).

          (b) After the Discharge of Working Capital Obligations but only until an Other Revolving Facility (as defined below) is obtained, if any ABL Deposit Account (as defined below) of such Grantor shall have an average balance for any month in excess of $2,000,000, such Grantor shall, unless such Grantor and the Collateral Agent otherwise agree, use commercially reasonable efforts to put a Control Agreement (as defined below) into effect for such Deposit Account or Securities Account reasonably promptly. If the aggregate average balance for any month of all ABL Deposit Accounts shall exceed $10,000,000, the Grantors shall, unless the Grantors and the Collateral Agent otherwise agree, use commercially reasonable efforts to reduce the aggregate average monthly balances of all ABL Deposit Accounts to $10,000,000 or less reasonably promptly (which efforts may include, without limitation, the transfer or redirection of funds or the entry into Control Agreements, in each case at the Grantors’ option). An “ABL Deposit Account” means any Deposit Account or Securities Account of a Grantor constituting Collateral (other than any Deposit Account or Securities Account maintained with the Collateral Agent or any Additional Agent, as the case may be) that (1) but for the Discharge of Working Capital Obligations, would have been required to be subject to a control agreement in favor of the ABL Collateral Agent pursuant to the terms of the ABL Credit Agreement as in effect immediately prior to the Discharge of Working Capital Obligations and (2) over which the Collateral Agent does not exercise control for purposes of perfection in accordance with the Intercreditor Agreement. A “Control Agreement” means an agreement that purports to grant control over the applicable Deposit Account or Securities Account to the Collateral Agent or any Additional Agent, as applicable. Any Control Agreement shall provide that the Collateral Agent and any Additional Agent, as applicable, will not exercise control over such Collateral unless an Event of Default has occurred and is continuing. Any Control Agreement shall also contain terms reasonably satisfactory to the relevant Grantor providing for the termination of such Control Agreement (and the Collateral Agent hereby agrees that all such Control Agreements, and the obligations of the Grantors under this clause (b), shall terminate) at such time that the Borrower or any of its Subsidiaries obtains an Other Revolving Facility (as defined below).

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          (c) After the Discharge of Working Capital Obligations, if the Borrower or any of its Subsidiaries obtains a revolving or working capital or other similar facility (whether or not asset-based) the obligations under which are not (without limiting the definition thereof) ABL Obligations (if designated by the Borrower as such, an “Other Revolving Facility”), prior to the discharge of obligations thereunder, and if such Grantor enters into any agreement with any third party (other than any lender under the Other Revolving Facility or agent thereof) as required by the Other Revolving Facility that gives the lenders thereunder control for purposes of perfection over any Collateral consisting of a Deposit Account or Securities Account that is not otherwise subject to the control of the Collateral Agent or any Additional Agent, as applicable in accordance with the Intercreditor Agreement, such Grantor shall use commercially reasonable efforts to ensure that the Collateral Agent or an Additional Agent, as applicable and in accordance with the Intercreditor Agreement, is also given control (either directly or pursuant to intercreditor or agency arrangements with any Additional Agent, such lenders under the Other Revolving Facility or any agent thereof) over such Deposit Account or Securities Account for purposes of perfection, on a subordinated, second lien and/or junior priority basis if so requested by such Grantor.

               (d) As used in this Section 5.2.14, “control” has the meaning specified in the UCC, it being understood and agreed that any agreement granting control to the Collateral Agent or any Additional Agent, as applicable, (1) may at the applicable Grantor’s option provide that the Collateral Agent or such Additional Agent, as applicable, may exercise or be entitled to control (i) only after the Discharge of Working Capital Obligations or discharge of obligations under an Other Revolving Facility, as the case may be, (ii) only with the consent of the ABL Collateral Agent or the secured party or parties under an Other Revolving Facility (or an agent thereof) as the case may be, (iii) only after the ABL Collateral Agent has delivered written notice to the applicable bank or securities intermediary, as the case may be, that the Collateral Agent may exercise or be entitled to control, and such bank or securities intermediary, as the case may be, has acknowledged receipt of such notice or (iv) subject to similar limitations and (2) shall otherwise, unless the Grantor otherwise agrees (and except for provisions establishing lien priorities), be on terms and conditions substantially similar to, or no more favorable to the Collateral Agent or Additional Agent, as the case may be, than, the applicable control agreement in favor or the ABL Collateral Agent or the secured party or parties under an Other Revolving Facility.

               (e) The Collateral Agent hereby agrees that it will not exercise control over, nor deliver any notice of control or entitlement order or instruction with respect to, any Deposit Account, Securities Account or uncertificated securities unless an Event of Default has occurred and is continuing.

          5.2.16 Protection of Trademarks. Except as permitted by the Loan Documents or the ABL Facility Documents, such Grantor agrees to take all steps which it deems commercially reasonable to maintain the Trademark registrations and pursue the Trademark applications now or hereafter listed on Schedule 5, except where such Grantor has reasonably determined that any of the foregoing is not material to the business of such Grantor.

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          5.2.17 Quality Control. Subject to the Loan Documents and the ABL Facility Documents, such Grantor shall take all steps which it deems commercially reasonable to exercise quality control over any Inventory constituting Term Loan Priority Collateral bearing any of the Trademarks, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

          5.2.18 Abandonment. Except as permitted by the Loan Documents or the ABL Facility Documents, such Grantor shall not abandon any Trademark registration, issued Patent or Copyright registration, or any pending Trademark, Patent or Copyright application, in each case now or hereafter listed on Schedule 5, without the consent of the Collateral Agent.

          5.3 Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, and all other Obligations then due and owing shall have been paid in full in cash or (ii) as to any Pledgor, all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than the Borrower or a Subsidiary of the Borrower) as permitted under the terms of the Credit Agreement:

          5.3.1 Additional Shares. If such Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Collateral Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties and deliver the same forthwith to the Collateral Agent (who will hold the same on behalf of the Secured Parties), the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, in the exact form received, duly indorsed by such Pledgor to the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor, to be held by the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to Section 3.3 and provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Credit Agreement) shall be paid over to the Collateral Agent, the ABL Collateral Agent or any Additional Agent as applicable, in accordance with the Intercreditor Agreement to be held hereunder by the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement subject to the terms hereof as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property

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so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent, the ABL Collateral Agent or any Additional Agent as applicable, in accordance with the Intercreditor Agreement, to be held hereunder by the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by the Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.

          5.3.2 Maintenance of Pledged Stock. Without the prior written consent of the Collateral Agent, such Pledgor will not (except as permitted by the Credit Agreement) (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into, or granting the right to purchase or exchange for, any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law or (iv) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Collateral Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. Each interest in any limited liability company formed by a Grantor after the Closing Date that is a Wholly Owned Subsidiary of the Grantor pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of the Article 8 of the Code and shall be governed by Article 8 of the Code. The charter documents of each such limited liability company shall include an express provision providing that each interest in such entity “is a security governed by Article 8 of the Uniform Commercial Code in effect in the State of New York on the date hereof”.

          5.3.3 Pledged Notes. Such Pledgor shall, on the date of this Agreement (or on such later date upon which it becomes a party hereto pursuant to Section 9.15), deliver to the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, all Pledged Notes then held by such Pledgor (excluding any Pledged Note the principal amount of which does not exceed $2,000,000), endorsed in blank or, at the request of the Collateral Agent, endorsed to the Collateral Agent. Furthermore, within ten Business Days after any Pledgor obtains a Pledged Note with a principal amount in excess of $2,000,000, such Pledgor shall cause such Pledged Note to be delivered to the Collateral Agent, or the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, endorsed in blank or, at the request of the Collateral Agent, endorsed to the Collateral Agent, or the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement.

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          5.3.4 Maintenance of Security Interest. Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor’s Pledged Collateral as a security interest having at least the perfection and priority described in Section 4.3.4 or 4.3.5 of this Agreement, as applicable, and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Collateral Agent and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor.

SECTION 6 REMEDIAL PROVISIONS

          6.1 Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral.

          (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and to the extent permitted by applicable law the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default specified in Section 8.1(f) of the Credit Agreement with respect to any Grantor. If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in Section 8.1(f) of the Credit Agreement with respect to any Grantor, to the extent permitted by applicable law, any Proceeds constituting payments or other cash proceeds of Accounts Receivables constituting Collateral, when collected by such Grantor, (i) shall be forthwith (and, in any event, within two Business Days of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor to, the Collateral Proceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in Section 8.1(f) of the Credit Agreement has occurred and is continuing with respect to any Grantor, to the extent permitted by applicable law, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of

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the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in Section 6.1(d) hereof.

          (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Section 8.1(f) of the Credit Agreement with respect to any Grantor, to the extent permitted by applicable law, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts.

          (d) So long as no Event of Default has occurred and is continuing, the Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, the Collateral Agent and the Grantors agree that the Collateral Agent, at its option, may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Collateral Agent. Each Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own General Fund Account, and to maintain such balances in its General Fund Account, as it shall deem to be necessary or desirable.

          6.2 Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Section 8.1(f) of the Credit Agreement with respect to any Grantor, to the extent permitted by applicable law, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts.

          (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in Section 8.1(f) of the Credit Agreement with respect to any Grantor, to the extent permitted by applicable law, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent.

          (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account

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Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

          6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Pledgor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Pledgor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Stock (subject to the last two sentences of Section 5.3.1 of this Agreement) and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or such other action taken (other than in connection with a transaction expressly permitted by the Credit Agreement) which, in the Collateral Agent’s reasonable judgment, would materially impair the Pledged Stock or the related rights or remedies of the Secured Parties or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.

          (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Pledgor or Pledgors, (i) the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Stock and make application thereof to the Obligations of the relevant Pledgor in such order as is provided in Section 6.5, and (ii) any or all of the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee or the ABL Collateral Agent or any Additional Agent or the respective nominee thereof, and the Collateral Agent or its nominee or the ABL Collateral Agent or any Additional Agent or the respective nominee thereof, as applicable, in accordance with the Intercreditor Agreement, may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Stock at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the relevant Pledgor or the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, of any right, privilege or option pertaining to such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, may reasonably determine), all

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without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, shall have no duty, to any Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, provided that the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, shall not exercise any voting or other consensual rights pertaining to the Pledged Stock in any way that would constitute an exercise of the remedies described in Section 6.6 other than in accordance with Section 6.6.

          (c) Each Pledgor hereby authorizes and instructs each Issuer or maker of any Pledged Securities pledged by such Pledgor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or maker shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Collateral Agent.

          (d) Each party acknowledges that the shares of the entities listed on the Schedule 2 attached hereto are being transferred to and deposited with the Collateral Agent as collateral security for the loans made by lenders pursuant to the Credit Agreement and the ABL Credit Agreement and that this Section 6.3(d) is intended to be the certificate of exemption from New York stock transfer taxes for the purposes of complying with Section 270.5(b) of the Tax Law of the State of New York.

          6.4 Proceeds to be Turned Over to the Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Accounts Receivable constituting Collateral, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds of Security Collateral received by such Grantor consisting of cash, checks and other Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties hereto, or the ABL Collateral Agent and the other Secured Parties (as defined in the ABL Credit Agreement) or any Additional Agent and the other applicable Additional Secured Parties (as defined in the Intercreditor Agreement), as applicable, in accordance with the Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement (or their respective agents appointed for purposes of perfection), in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, the ABL Collateral Agent or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, if required). All Proceeds of Security Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in the relevant Collateral Proceeds Account maintained under its sole dominion and control. All Proceeds of Security Collateral while held by the Collateral Agent in such Collateral Proceeds Account (or by the relevant Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the

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Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Section 6.5.

          6.5 Application of Proceeds. It is agreed that if an Event of Default shall occur and be continuing, subject to the Intercreditor Agreement, any and all Proceeds of the relevant Grantor’s Security Collateral (as defined in the Credit Agreement) received by the Collateral Agent (whether from the relevant Grantor or otherwise) shall be held by the Collateral Agent for the benefit of the Secured Parties as collateral security for the Obligations of the relevant Grantor (whether matured or unmatured), and/or then or at any time thereafter may, in the sole discretion of the Collateral Agent, be applied by the Collateral Agent in accordance with the Intercreditor Agreement, and thereafter against the Obligations of the relevant Grantor then due and owing as follows (without duplication of any amounts applied in accordance with the Intercreditor Agreement):

     FIRST, to the payment of all Obligations consisting of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Lenders under the Loan Documents;

     SECOND, to the payment of all Obligations consisting of any fees owed to the Administrative Agent and the Collateral Agent;

     THIRD, to the payment of all Obligations consisting of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees of counsel to the Administrative Agent and the Lenders) of each Lender in connection with enforcing its rights under the Loan Documents;

     FOURTH, to the payment of all Obligations consisting of accrued fees (other than any referred to in clause “SECOND” above) and interest, including, with respect to Obligations owed to any Non-Lender Secured Party, any fees, premiums and scheduled periodic payments then due and owing to such Non-Lender Secured Party under any Secured Bank Product Agreement;

     FIFTH, to the payment of all Obligations consisting of outstanding principal, including, with respect to Obligations owed to any Non-Lender Secured Party, any breakage, termination or other payments then due and owing to such Non-Lender Secured Party under any Secured Bank Product Agreement;

     SIXTH, to the payment of all other Obligations then due and owing and not paid pursuant to the Intercreditor Agreement or clauses “FIRST” through “FIFTH” above; and

     SEVENTH, thereafter in accordance with the Intercreditor Agreement to the extent applicable, and then to the relevant Grantor or its successors or assigns, or to whoever may be lawfully entitled to receive the same.

          6.6 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or

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agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code or any other applicable law. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Grantor then due and owing, in the order of priority specified in Section 6.5 above, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

          6.7 Registration Rights. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Pledgor will use its reasonable best efforts to cause the Issuer thereof to (i) execute and deliver, and use its best efforts to cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Collateral Agent, necessary or advisable to register such Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii)

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use its reasonable best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of such Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Such Pledgor agrees to use its reasonable best efforts to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all states and the District of Columbia that the Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act.

          (b) Such Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of any or all such Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Such Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, to the extent permitted by applicable law, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

          (c) Such Pledgor agrees to use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of such Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Such Pledgor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Collateral Agent and the Lenders, that the Collateral Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Pledgor, and to the extent permitted by applicable law, such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred or is continuing under the Credit Agreement.

          6.8 Waiver; Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Security Collateral are insufficient to pay in full, the Loans and, to the extent then due and owing, all other Obligations of such Grantor and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency.

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SECTION 7 THE COLLATERAL AGENT

          7.1 Collateral Agent’s Appointment as Attorney-in-Fact, etc.  (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any authorized officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be reasonably necessary or desirable to accomplish the purposes of this Agreement to the extent permitted by applicable law, provided that the Collateral Agent agrees not to exercise such power except upon the occurrence and during the continuance of any Event of Default. Without limiting the generality of the foregoing, at any time when an Event of Default has occurred and is continuing (in each case to the extent permitted by applicable law), (x) each Pledgor hereby gives the Collateral Agent the power and right, on behalf of such Pledgor, without notice or assent by such Pledgor, to execute, in connection with any sale provided for in Section 6.6(a) or 6.7, any indorsements, assessments or other instruments of conveyance or transfer with respect to such Pledgor’s Pledged Collateral, and (y) each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

     (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account Receivable of such Grantor that constitutes Security Collateral or with respect to any other Security Collateral of such Grantor and file any claim or take any other action or institute any proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account Receivable of such Grantor that constitutes Security Collateral or with respect to any other Security Collateral of such Grantor whenever payable;

     (ii) in the case of any Copyright, Patent, or Trademark constituting Collateral of such Grantor, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to such Grantor to evidence the Collateral Agent’s and the Lenders’ security interest in such Copyright, Patent, or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

     (iii) pay or discharge taxes and Liens, other than Liens permitted under this Agreement or the other Loan Documents, levied or placed on the Security Collateral of such Grantor, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; and

     (iv) (A) direct any party liable for any payment under any of the Security Collateral of such Grantor to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (B) ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any

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     Security Collateral of such Grantor; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Security Collateral of such Grantor; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Security Collateral of such Grantor or any portion thereof and to enforce any other right in respect of any Security Collateral of such Grantor; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Security Collateral of such Grantor; (F) settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; (G) subject to any existing reserved rights or licenses, assign any Copyright, Patent or Trademark constituting Security Collateral of such Grantor (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Security Collateral of such Grantor as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Security Collateral of such Grantor and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

          (b) The reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due ABR Loans, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.

          (c) Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable as to the relevant Grantor until this Agreement is terminated as to such Grantor, and the security interests in the Security Collateral of such Grantor created hereby are released.

          7.2 Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Security Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of the Collateral Agent or any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Security Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Security Collateral upon the request of any Grantor or any other Person or, except as otherwise provided herein, to take any other action whatsoever with regard to the Security Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Security

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Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except as otherwise provided herein or for their own gross negligence or willful misconduct.

          7.3 Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to such Grantor’s Security Collateral without the signature of such Grantor in such form and in such filing offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. Each Grantor authorizes the Collateral Agent to use the collateral description “all personal property” or “all assets” in any such financing statements. The Collateral Agent agrees to use commercially reasonable efforts to notify the relevant Grantor of any financing or continuation statement filed by it, provided that any failure to give such notice shall not affect the validity or effectiveness of any such filing.

          7.4 Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement or any amendment, supplement or other modification of this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

          7.5 Right of Inspection. Upon reasonable written advance notice to any Grantor and as often as may reasonably be desired, or at any time and from time to time after the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have reasonable access during normal business hours to all the books, correspondence and records of such Grantor, and the Collateral Agent and its representatives may examine the same, and to the extent reasonable take extracts therefrom and make photocopies thereof, and such Grantor agrees to render to the Collateral Agent at such Grantor’s reasonable cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. The Collateral Agent and its representatives shall also have the right, upon reasonable advance written notice to such Grantor subject to any lease restrictions, to enter during normal business hours into and upon any premises owned, leased or operated by such Grantor where any of such Grantor’s Inventory or Equipment is located for the purpose of inspecting the same, observing its use or otherwise protecting its interests therein.

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SECTION 8 NON-LENDER SECURED PARTIES

          8.1 Rights to Collateral  (a) The Non-Lender Secured Parties shall not have any right whatsoever to do any of the following: (i) exercise any rights or remedies with respect to the Collateral (such term, as used in this Section 8, having the meaning assigned to it in the Credit Agreement), including, without limitation, the right to (A) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (B) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election, notice account debtors or make collections with respect to all or any portion of the Collateral or (C) release any Guarantor under this Agreement or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (ii) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, this Agreement); (iii) vote in any Bankruptcy Case or similar proceeding in respect of the Borrower or any of its Subsidiaries (any such proceeding, for purposes of this clause (a), a “Bankruptcy”) with respect to, or take any other actions concerning the Collateral; (iv) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (v) oppose any sale, transfer or other disposition of the Collateral; (vi) object to any debtor-in-possession financing in any Bankruptcy which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (vii) object to the use of cash collateral in respect of the Collateral in any Bankruptcy; or (viii) seek, or object to the Lenders seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy.

          (b) Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement and the other Security Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Collateral Agent and the Lenders, with the consent of the Collateral Agent, may enforce the provisions of the Security Documents and exercise remedies thereunder and under any other Loan Documents (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. The Non-Lender Secured Parties by their acceptance of the benefits of this Agreement and the other Security Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Case has been commenced, the Non-Lender Secured Parties shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Borrower or any of its Subsidiaries and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith.

          (c) Notwithstanding any provision of this Section 8.1, the Non-Lender Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings (A) in order to prevent any Person from seeking to foreclose on the Collateral or supersede the Non-Lender Secured Parties’ claim thereto or (B) in opposition to any motion, claim, adversary proceeding or other

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pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Non-Lender Secured Parties.

          (d) Each Non-Lender Secured Party, by its acceptance of the benefit of this Agreement, agrees that the Collateral Agent and the Lenders may deal with the Collateral, including any exchange, taking or release of Collateral, may change or increase the amount of the Borrower Obligations and/or the Guarantor Obligations, and may release any Guarantor from its Obligations hereunder, all without any liability or obligation (except as may be otherwise expressly provided herein) to the Non-Lender Secured Parties.

          8.2 Appointment of Agent. Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement and the other Security Documents, shall be deemed irrevocably to make, constitute and appoint the Collateral Agent, as agent under the Credit Agreement (and all officers, employees or agents designated by the Collateral Agent) as such Person’s true and lawful agent and attorney-in-fact, and in such capacity, the Collateral Agent shall have the right, with power of substitution for the Non-Lender Secured Parties and in each such Person’s name or otherwise, to effectuate any sale, transfer or other disposition of the Collateral. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Non-Lender Secured Parties for the purposes set forth herein is coupled with an interest and is irrevocable. It is understood and agreed that the Collateral Agent has appointed the Administrative Agent as its agent for purposes of perfecting certain of the security interests created hereunder and for otherwise carrying out certain of its obligations hereunder.

          8.3 Waiver of Claims. To the maximum extent permitted by law, each Non-Lender Secured Party waives any claim it might have against the Collateral Agent or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Collateral Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Loan Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 8.1(b) above), except for any such action or failure to act which constitutes willful misconduct or gross negligence of such Person. None of the Collateral Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower, any Subsidiary of the Borrower, any Non-Lender Secured Party or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act which constitutes willful misconduct or gross negligence of such Person.

SECTION 9 MISCELLANEOUS

          9.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each affected Grantor and the Collateral Agent, provided that (a) any provision of this Agreement imposing obligations on any Grantor may be waived by the Collateral Agent in a written instrument executed by the Collateral Agent and (b) notwithstanding anything to the contrary in Section 10.1 of the Credit Agreement, no such waiver and no such amendment or

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modification shall amend, modify or waive the definition of “Secured Party” or Section 6.5 if such waiver, amendment, or modification would adversely affect a Secured Party without the written consent of each such affected Secured Party. For the avoidance of doubt, it is understood and agreed that any amendment, amendment and restatement, waiver, supplement or other modification of or to the Intercreditor Agreement that would have the effect, directly or indirectly, through any reference herein to the Intercreditor Agreement or otherwise, of waiving, amending, supplementing or otherwise modifying this Agreement, or any term or provision hereof, or any right or obligation of any Grantor hereunder or in respect hereof, shall not be given such effect except pursuant to a written instrument executed by each affected Grantor and the Collateral Agent in accordance with this Section 9.1.

          9.2 Notices. All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1, unless and until such Guarantor shall change such address by notice to the Collateral Agent and the Administrative Agent given in accordance with Section 10.2 of the Credit Agreement.

          9.3 No Waiver by Course of Conduct; Cumulative Remedies. None of the Collateral Agent or any other Secured Party shall by any act (except by a written instrument pursuant to Section 9.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

          9.4 Enforcement Expenses; Indemnification. (a) Each Guarantor jointly and severally agrees to pay or reimburse each Secured Party and the Collateral Agent for all their respective reasonable costs and expenses incurred in collecting against any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Agent and the Administrative Agent.

          (b) Each Grantor jointly and severally agrees to pay, and to save the Collateral Agent, the Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Agreement and (y) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect

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to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence or willful misconduct of the Collateral Agent, the Administrative Agent or any other Secured Party.

          (c) The agreements in this Section 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

          9.5 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Grantors, the Collateral Agent and the Secured Parties and their respective successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

          9.6 Set-Off. Each Guarantor hereby irrevocably authorizes each of the Administrative Agent and the Collateral Agent and each other Secured Party at any time and from time to time without notice to such Guarantor, any other Guarantor or the Borrower, any such notice being expressly waived by each Guarantor and by the Borrower, to the extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default under Section 8.1(f) of the Credit Agreement with respect to any Guarantor so long as any amount remains unpaid after it becomes due and payable by such Guarantor hereunder, to set-off and appropriate and apply against any such amount any and all deposits (general or special, time or demand, provisional or final) (other than the Collateral Proceeds Account), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Collateral Agent, the Administrative Agent or such other Secured Party to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Collateral Agent, the Administrative Agent or such other Secured Party may elect. The Collateral Agent, the Administrative Agent and each other Secured Party shall notify such Guarantor promptly of any such set-off and the application made by the Collateral Agent, the Administrative Agent or such other Secured Party of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent, the Administrative Agent and each other Secured Party under this Section 9.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent, the Administrative Agent or such other Secured Party may have.

          9.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

          9.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided that, with respect to any Pledged

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Stock issued by a Foreign Subsidiary, all rights, powers and remedies provided in this Agreement may be exercised only to the extent that they do not violate any provision of any law, rule or regulation of any Governmental Authority applicable to any such Pledged Stock or affecting the legality, validity or enforceability of any of the provisions of this Agreement against the Pledgor (such laws, rules or regulations, “Applicable Law”) and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any Applicable Law.

          9.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

          9.10 Integration. This Agreement and the other Loan Documents represent the entire agreement of the Grantors, the Collateral Agent, the Administrative Agent and the other Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Grantors, the Collateral Agent, the Administrative Agent or any other Secured Party relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

          9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          9.12 Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

          (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

          (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address referred to in Section 9.2 or at such other address of which the Collateral Agent and the Administrative Agent (in the case of any other party hereto) or the Borrower (in the case of the Collateral Agent and the Administrative Agent) shall have been notified pursuant thereto;

          (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

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          (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any punitive damages.

          9.13 Acknowledgments. Each Guarantor hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

          (b) none of the Collateral Agent, the Administrative Agent or any other Secured Party has any fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Guarantors, on the one hand, and the Collateral Agent, the Administrative Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

          (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Guarantors and the Secured Parties.

          9.14 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

          9.15 Additional Grantors. Each new Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 6.9 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement substantially in the form of Annex 1 hereto. Each existing Grantor that is required to become a Pledgor with respect to Capital Stock of any new Subsidiary of the Borrower pursuant to Section 6.9 of the Credit Agreement shall become a Pledgor with respect thereto upon execution and delivery by such Grantor of a Supplemental Agreement substantially in the form of Annex 2 hereto.

          9.16 Releases. (a) At such time as the Loans and the other Obligations (other than any Obligations owing to a Non-Lender Secured Party in respect of the provision of cash management services) then due and owing shall have been paid in full, all Security Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Security Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Security Collateral held by the Collateral Agent hereunder, and the Collateral Agent and the Administrative Agent shall execute and deliver to such Grantor such documents (including without limitation UCC termination statements) as such Grantor shall reasonably request to evidence such termination.

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          (b) In connection with any sale or other disposition of Security Collateral permitted by the Credit Agreement (other than any sale or disposition to another Grantor), the Lien pursuant to this Agreement on such sold or disposed of Security Collateral shall be automatically released. In connection with the sale or other disposition of all of the Capital Stock of any Guarantor (other than to the Borrower or a Subsidiary of the Borrower) or the sale or other disposition of Security Collateral (other than a sale or disposition to another Grantor) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from the Borrower of a written request for the release of such Guarantor from its Guarantee or the release of the Security Collateral subject to such sale or other disposition, identifying such Guarantor or the relevant Security Collateral and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents, deliver to the Borrower or the relevant Grantor any of the relevant Security Collateral held by the Collateral Agent hereunder and the Collateral Agent and the Administrative Agent shall execute and deliver to the relevant Grantor (at the sole cost and expense of such Grantor) all releases or other documents (including without limitation UCC termination statements) necessary or reasonably desirable for the release of such Guarantee or the Liens created hereby on such Security Collateral, as applicable, as such Grantor may reasonably request.

          9.17 Judgment. (a) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Collateral Agent could purchase the first currency with such other currency on the Business Day preceding the day on which final judgment is given.

          (b) The obligations of any Guarantor in respect of this Agreement to the Collateral Agent, for the benefit of each holder of Secured Obligations, shall, notwithstanding any judgment in a currency (the “judgment currency”) other than the currency in which the sum originally due to such holder is denominated (the “original currency”), be discharged only to the extent that on the Business Day following receipt by the Collateral Agent of any sum adjudged to be so due in the judgment currency, the Collateral Agent may in accordance with normal banking procedures purchase the original currency with the judgment currency; if the amount of the original currency so purchased is less than the sum originally due to such holder in the original currency, such Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Collateral Agent for the benefit of such holder, against such loss, and if the amount of the original currency so purchased exceeds the sum originally due to the Collateral Agent, the Collateral Agent agrees to remit to the Borrower, such excess. This covenant shall survive the termination of this Agreement and payment of the Obligations and all other amounts payable hereunder.

[Remainder of page left blank intentionally; Signature page to follow.]

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[Signature Pages Left Intentionally Blank]

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SCHEDULE 1

NOTICE ADDRESSES OF GUARANTORS

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SCHEDULE 2

PLEDGED SECURITIES

Pledged Stock:

Pledgor Issuer Description of Pledged Stock

Pledged Notes:

1

SCHEDULE 3

PERFECTION MATTERS

Existing Security Interests

Grantor Secured Party Description of Collateral

UCC Filings

Grantor State Filing Office Document Filed

Intellectual Property Filings

SCHEDULE 4

LOCATION OF JURISDICTION OF ORGANIZATION

Grantor Location

SCHEDULE 5

INTELLECTUAL PROPERTY

Copyrights and Copyright Licenses

Grantor

Patents and Patent Licenses

Grantor

Trademarks and Trademark Licenses

Grantor

SCHEDULE 6

CONTRACTS

SCHEDULE 7

COMMERCIAL TORT CLAIMS

Annex 1 to
Guarantee and Collateral Agreement

ASSUMPTION AGREEMENT

          ASSUMPTION AGREEMENT, dated as of ______ ______, ______, made by                                                             , a                      corporation (the “Additional Grantor”), in favor of Wachovia Bank, National Association, as collateral agent and administrative agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined below). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.

W I T N E S S E T H:

          WHEREAS, NCI Building Systems, Inc. (the “Borrower”), Wachovia Bank, National Association, as administrative agent and collateral agent and the Lenders are parties to an Amended and Restated Credit Agreement, dated as of [                    ] (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”);

          WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Subsidiaries are, or are to become, parties to the Guarantee and Collateral Agreement, dated as of [                    ] (as amended, supplemented, waived or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), in favor of the Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement);

          WHEREAS, the Additional Grantor is a member of an affiliated group of companies that includes the Borrower and each other Grantor; the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors (including the Additional Grantor) in connection with the operation of their respective businesses; and the Borrower and the other Grantors (including the Additional Grantor) are engaged in related businesses, and each such Grantor (including the Additional Grantor) will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;

          WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

          WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;

          NOW, THEREFORE, IT IS AGREED:

          1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 9.15 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Guarantor [, Grantor and Pledgor] [and Grantor] [and Pledgor] ¹ and, without limiting the generality of the

¹ Indicate the capacities in which the Additional Grantor is becoming a Grantor.

foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor [, Grantor and Pledgor] [and Grantor] [and Pledgor]² thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules [___] to the Guarantee and Collateral Agreement, and such Schedules are hereby amended and modified to include such information. The Additional Grantor hereby represents and warrants that each of the representations and warranties of such Additional Grantor, in its capacities as a Guarantor [, Grantor and Pledgor] [and Grantor] [and Pledgor], ³ contained in Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

          2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

2	Indicate the capacities in which the Additional Grantor is becoming a Grantor.
3	Indicate the capacities in which the Additional Grantor is becoming a Grantor.

     IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]
By:
	Name:
	Title:

Acknowledged and Agreed to as
of the date hereof by:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Collateral Agent and Administrative Agent

By:
	Name:
	Title:

Annex 1-A to
Assumption Agreement

Supplement to
Guarantee and Collateral Agreement
Schedule 1

Supplement to
Guarantee and Collateral Agreement
Schedule 2

Supplement to
Guarantee and Collateral Agreement
Schedule 3

Supplement to
Guarantee and Collateral Agreement
Schedule 4

Supplement to
Guarantee and Collateral Agreement
Schedule 5

Supplement to
Guarantee and Collateral Agreement
Schedule 6

Supplement to
Guarantee and Collateral Agreement
Schedule 7

Annex 2 to
Guarantee and Collateral Agreement

SUPPLEMENTAL AGREEMENT

          SUPPLEMENTAL AGREEMENT, dated as of                      ___, ___, made by                     , a                      corporation (the “Additional Pledgor”), in favor of Wachovia Bank, National Association, as collateral agent and administrative agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.

W I T N E S S E T H:

          WHEREAS, NCI Building Systems, Inc. (the “Borrower”), Wachovia Bank, National Association, as administrative agent and collateral agent and the Lenders are parties to an Amended and Restated Credit Agreement, dated as of [                    ] (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”);

          WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Subsidiaries are, or are to become, parties to the Guarantee and Collateral Agreement, dated as of [                    ] (as amended, supplemented, waived or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), in favor of the Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement);

          WHEREAS, the Credit Agreement requires the Additional Pledgor to become a Pledgor under the Guarantee and Collateral Agreement with respect to Capital Stock of certain new Subsidiaries of the Borrower; and

          WHEREAS, the Additional Pledgor has agreed to execute and deliver this Supplemental Agreement in order to become such a Pledgor under the Guarantee and Collateral Agreement;

          NOW, THEREFORE, IT IS AGREED:

          1. Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Section 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Borrower listed in Annex 1-A hereto, as a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information.

          2. GOVERNING LAW. THIS SUPPLEMENTAL AGREEMENT AND RIGHTS AND OBLIGATIONS OF THE PARTIES HERUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     IN WITNESS WHEREOF, the undersigned has caused this Supplemental Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL PLEDGOR]
By:
	Name:
	Title:

Acknowledged and Agreed to as
of the date hereof by:

WACHOVIA BANK, NATIONAL ASSOCIATION
as Collateral Agent and Administrative Agent

By:
	Name:
	Title:

Annex 2 to
Guarantee and Collateral Agreement

Supplement to
Guarantee and Collateral Agreement
Schedule 2

Pledged Stock

Pledgor Issuer Description of Pledged Stock

EXHIBIT C-1 TO

AMENDED AND RESTATED CREDIT AGREEMENT

Drawn By and Return To:
Moore & Van Allen PLLC
Bank of America Corporate Center
100 North Tryon Street, Floor 47
Charlotte, North Carolina 28202-4003
Attn: Timothy W. Corrigan

STATE OF                     

COUNTY OF                     

AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT
OF LEASES AND RENTS AND FIXTURE FILING

     THIS AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (the “Deed of Trust”) is made and entered into as of the ___day of October, 2009, by and among                                         , a                     , with an address as of the date hereof at 10943 North Sam Houston Parkway West, Houston, Texas 77064, Attention: Chief Financial Officer (the “Grantor”),                                         , a                     , as trustee, with an address as of the date hereof at                                                              (together with its successors and assigns, in such capacity, the “Trustee”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Collateral Agent for the Lenders from time to time party to the Credit Agreement referenced below, with an address as of the date hereof at 21 Waterway Avenue, Suite 600, The Woodlands, Texas 77380, Attention: Janet Ritter (in such capacity, the “Agent”).

RECITALS:

     WHEREAS, NCI Building Systems, Inc. (the “Borrower”), as the borrower, and certain subsidiaries and affiliates of the Borrower, including the Grantor, as guarantors (collectively, the “Guarantors”), entered into that certain Credit Agreement, dated as of June 18, 2004, among the Borrower, the Guarantors, the Lenders from time to time party thereto and Wachovia Bank, National Association, as amended and modified by that certain First Amendment to Credit Agreement, dated as of November 9, 2004, that certain Second Amendment to Credit Agreement, dated as of October 14, 2005, that certain Third Amendment to Credit Agreement, dated as of April 7, 2006, and that certain Waiver, dated as of July 15, 2009 (as so amended and modified, the “Original Credit Agreement”);

     WHEREAS, the Borrower, the Lenders and the Agent have agreed to amend and restate the Original Credit Agreement pursuant to that certain Amended and Restated Credit Agreement, dated as of October ___, 2009 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement);

     WHEREAS, the Grantor is the owner of the fee simple interest in the real property described on Exhibit A attached hereto and incorporated herein by reference;

     WHEREAS, in connection with the Original Credit Agreement, the Grantor entered into that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009 and recorded on ___, 2009 in the ___ County Recorder’s Office as Instrument Number                     , by the Grantor for the benefit of the Agent (the “Original Deed of Trust”);

     WHEREAS, the Lenders have agreed to enter into the Credit Agreement provided that, among other things, the Grantor and the Agent amend and restate the Original Deed of Trust in the form hereof;

     WHEREAS, concurrently with the entering into of the Credit Agreement, the Borrower and the Guarantors have entered into that certain ABL Facility, dated as of an equal date therewith. All obligations of the Grantor under the ABL Facility are secured by, among other things, a certain Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing executed by the Grantor for the benefit of the Agent (as defined in the ABL Facility Agreement, the “ABL Agent”); and

     WHEREAS, in order to induce (i) the Lenders to enter into the Credit Agreement, and (ii) the Lenders (as defined in the ABL Facility Agreement) to enter into the ABL Facility, the Agent and the ABL Agent have agreed to the subordination, intercreditor and other provisions set forth in that certain Intercreditor Agreement, dated as of the date of the Credit Agreement.

W I T N E S S E T H:

     The Grantor, in consideration of the indebtedness herein recited and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has irrevocably granted, released, sold, remised, bargained, assigned, pledged, warranted, transferred and conveyed, and does hereby grant, release, sell, remise, bargain, assign, pledge, warrant, transfer and convey to the Trustee and the Trustee’s successors and assigns, in trust, with power of sale, for the benefit of the Agent and its successors and assigns, a continuing security interest in and to, and lien upon, all of the Grantor’s right, title and interest in and to the following described land, real property interests, buildings, improvements and fixtures:

     (a) All that tract or parcel of land and other real property interests in                      County,                     , as more particularly described in Exhibit A attached hereto and made a part hereof (the “Land”), and all of the Grantor’s right, title and interest in and to rights appurtenant thereto, including easement rights; and

     (b) All buildings and improvements of every kind and description now or hereafter erected or placed on the Land (the “Improvements”) and all fixtures now or hereafter owned by the Grantor and attached to or installed in and used in connection with the aforesaid Land and Improvements (collectively, the “Fixtures”) (hereinafter, the Land, the Improvements and the Fixtures may be collectively referred to as the “Premises”).

     TO HAVE AND HOLD the same, together with all privileges, hereditaments, easements and appurtenances thereunto belonging, subject to the Permitted Liens, to the Trustee and the Trustee’s successors and assigns to secure the Indebtedness (hereinafter defined) and other obligations herein recited and upon this special trust; provided that, should (i) the Indebtedness (hereinafter defined) secured hereby be paid according to the tenor and effect thereof when the same shall be due and payable and should the Loan Parties timely and fully discharge their obligations secured hereby and satisfy the obligations in full or (ii) the conditions set forth in the Credit Agreement for the release of this Deed of Trust be fully satisfied (in the reasonable judgment of the Agent), the lien and security interest of this Deed of Trust shall cease, terminate and be void and the Agent or its successor or assign shall promptly

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cause a release of this Deed of Trust to be filed in the appropriate office; and until such obligations are fully satisfied, it shall remain in full force and virtue.

     And, as additional security for said Indebtedness, subject to the Guarantee and Collateral Agreement, the Grantor hereby unconditionally assigns to the Agent all the security deposits, rents, issues, profits and revenues of the Premises from time to time accruing (the “Rents and Profits”), which assignment constitutes a present, absolute and unconditional assignment and not an assignment for additional security only, reserving only the right to the Grantor to collect and apply the same as the Grantor chooses as long as no Event of Default (as defined in Article III) has occurred and is continuing.

     As additional collateral and further security for the Indebtedness, subject to the Guarantee and Collateral Agreement, the Grantor does hereby assign to Agent and grants to Agent a security interest in all of the right, title and the interest of the Grantor in and to any and all real property leases and rental agreements (collectively, the “Leases”) with respect to the Premises or any part thereof, and the Grantor agrees to execute and deliver to the Agent such additional instruments, in form and substance reasonably satisfactory to the Agent, as may hereafter be requested by the Agent to evidence and confirm said assignment; provided, however, that acceptance of any such assignment shall not be construed to impose upon the Agent any obligation with respect thereto.

     The Grantor, the Trustee and the Agent covenant, represent and agree as follows:

ARTICLE I

Indebtedness Secured

     1.1 Indebtedness. The Agent and the Lenders have agreed to establish a senior secured credit facility in favor of the Borrower pursuant to the terms of the Credit Agreement. This Deed of Trust is given to secure the payment and performance by the Grantor of (a) all obligations of the Grantor under the Notes, the Credit Agreement, this Deed of Trust, the other Loan Documents and any document made, delivered or given in connection with (i) any Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement (as defined in the Guarantee and Collateral Agreement) entered into with any Person who was at the time of entry into such agreement a Lender or an affiliate of any Lender, (ii) any guaranty of the Borrower or any of its Subsidiaries as to which any Secured Party (as defined in the Guarantee and Collateral Agreement) is a beneficiary or (iii) the provision of cash management services by any Lender or an Affiliate thereof to the Borrower or any Subsidiary thereof to any Secured Party (as defined in the Guarantee and Collateral Agreement), howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, (b) all obligations and liabilities of the Grantor incurred in connection with the collection and enforcement of the foregoing to the extent provided in the Credit Agreement and (c) all other Obligations (as defined in the Guarantee and Collateral Agreement) of the Grantor (all of the foregoing, whether now existing or hereafter arising, collectively, the “Indebtedness”).

     1.2 Future Advances. This Deed of Trust is given to secure the Indebtedness and the repayment of the aforesaid obligations together with each advance of any Term Loan, any renewals or extensions or modifications thereof upon the same or different terms or at the same or different rate of interest and also to secure all future advances and readvances that may subsequently be made to the Grantor or any other Loan Party by the Lenders evidenced by any promissory notes given in connection with the aforesaid obligations, and all renewals, modifications, replacements and extensions thereof. The lien of such future advances and re-advances shall relate back to the date of this Deed of Trust.

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ARTICLE II

Grantor’s Covenants, Representations and Agreements

     2.1 Title to Property. The Grantor has good title in fee simple to the Premises, and the Premises are not subject to any Lien, except for Permitted Liens.

     2.2 Taxes and Fees; Maintenance of Premises. The Grantor agrees to comply with Sections 6.3, 6.5(a), 6.5(b)(i), 7.3(a) and 10.5 of the Credit Agreement to the extent applicable.

     2.3 Reimbursement. The Grantor agrees to comply with Section 6.5(b)(iii) of the Credit Agreement to the extent applicable.

     2.4 Additional Documents. The Grantor agrees to comply with Section 6.9(d) of the Credit Agreement to the extent applicable.

     2.5 Restrictions on Sale or Encumbrance. The Grantor agrees to comply with Sections 7.3 and 7.6 of the Credit Agreement to the extent applicable.

     2.6 Fees and Expenses. The Grantor will promptly pay upon demand any and all reasonable costs and expenses of the Agent, including, without limitation, reasonable attorneys’ fees actually incurred by the Agent, to the extent required under the Credit Agreement.

     2.7 Intentionally Omitted.

     2.8 Intentionally Omitted.

     2.9 Insurance.

     (a) Types Required. The Grantor shall maintain insurance for the Premises as set forth in Section 6.5(a) of the Credit Agreement to the extent applicable.

     (b) Use of Proceeds. Insurance proceeds shall be applied or disbursed as set forth in Sections 3.4(c) and 6.5(a) of the Credit Agreement to the extent applicable.

     2.10 Eminent Domain. All proceeds or awards relating to condemnation or other taking pursuant to the power of eminent domain shall be applied pursuant to Section 3.4(c) of the Credit Agreement to the extent applicable.

     2.11 Releases and Waivers. The Grantor agrees that no release by the Agent of any portion of the Premises, the Rents and Profits or the Leases, no subordination of lien, no forbearance on the part of the Agent to collect on any Term Loan, or any part thereof, no waiver of any right granted or remedy available to the Agent and no action taken or not taken by the Agent shall, except to the extent expressly released, in any way have the effect of releasing the Grantor from full responsibility to the Agent for the complete discharge of each and every of the Grantor’s obligations hereunder.

     2.12 Intentionally Omitted.

     2.13 Compliance with Law. The Grantor agrees to comply with Section 6.4 of the Credit Agreement to the extent applicable.

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     2.14 Inspection. The Grantor agrees to comply with Section 6.6(a) of the Credit Agreement to the extent applicable.

     2.15 Security Agreement.

     (a) This Deed of Trust is hereby made and declared to be a security agreement encumbering the Fixtures, and Grantor grants to the Agent a security interest in the Fixtures. The Grantor grants to the Agent all of the rights and remedies of a secured party under the laws of the state in which the Premises are located. A financing statement or statements reciting this Deed of Trust to be a security agreement with respect to the Fixtures may be appropriately filed by the Agent.

     (b) The Grantor warrants that, as of the date hereof, the name and address of the “Debtor” (which is the Grantor) are as set forth in the preamble of this Deed of Trust and a statement indicating the types, or describing the items, of collateral is set forth hereinabove. Grantor warrants that Grantor’s exact legal name is correctly set forth in the preamble of this Deed of Trust.

     (c) This Deed of Trust will be filed in the real property records.

     (d) The Grantor is a corporation organized under the laws of the State of ___and the Grantor’s organizational identification number is                                         .

ARTICLE III

Events of Default

     An Event of Default shall exist and be continuing under the terms of this Deed of Trust upon the existence and during the continuance of an Event of Default under the terms of the Credit Agreement.

ARTICLE IV

Foreclosure

     4.1 Acceleration of Secured Indebtedness; Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire balance of the Indebtedness and any other obligations due under the Loan Documents, including all accrued interest, shall become due and payable to the extent such amounts become due and payable under the Credit Agreement. Provided an Event of Default has occurred and is continuing, upon failure to pay the Indebtedness or reimburse any other amounts due under the Loan Documents in full at any stated or accelerated maturity and in addition to all other remedies available to the Agent at law or in equity, the Agent may do any of the following:

     (a) Give notice of an Event of Default and of election to cause the Premises to be sold as may be required by law or as may be necessary to cause the Trustee to exercise the power of sale granted herein. The Trustee shall then record and give notice of an Event of Default as then required by law and, after the expiration of such time as may be required by law, may sell the property subject to this Deed of Trust at the time and place specified in the notice of sale, as a whole or in separate parcels as directed by the Agent, or by the Grantor to the extent required by law, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale, all in accordance with applicable law. The Trustee, from time to time, may postpone or continue the sale of all or any portion of the property subject to this Deed of Trust by public declaration at the time and place last appointed for the sale. No other

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notice of the postponed sale shall be required except as required by applicable law. Upon any sale, the Trustee shall deliver a deed conveying the property sold, without any covenant or warranty, express or implied, to the purchaser or purchasers at the sale. Any person, including the Grantor, the Trustee or the Agent, may purchase at the sale.

     (b) Commence proceedings for foreclosure of this Deed of Trust in the manner provided by law for the foreclosure of a real property deed of trust.

     4.2 Waiver. To the extent permitted by applicable law, the Grantor hereby waives any statutory right of redemption in connection with any foreclosure proceeding.

     4.3 Proceeds of Sale. The proceeds of any foreclosure sale of the Premises, or any part thereof, will be distributed and applied in accordance with the terms and conditions of the Credit Agreement (subject to any applicable provisions of applicable law).

     4.4 Trustee’s Fees. If a foreclosure proceeding is commenced by the Trustee but terminated prior to its completion, the Trustee’s fees, disbursements and expenses (including legal fees and expenses) will be reasonable but not more than one percent (1%) of the fair market value of the Premises if the termination occurs prior to the first public auction sale and not more than two percent (2%) of the fair market value of the Premises if the termination occurs after the first public auction sale.

ARTICLE V

Additional Rights and Remedies of the Agent

     5.1 Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Agent, immediately and without additional notice and without liability therefor to the Grantor, except for gross negligence, willful misconduct or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of the Intercreditor Agreement: (a) take physical possession of the Premises; (b) exercise its right to collect the Rents and Profits; (c) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (d) expend Term Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the lien of this Deed of Trust and satisfaction and fulfillment of any liabilities or obligations of the Grantor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the lien of this Deed of Trust; (e) enter into leases demising the Premises or any part thereof; (f) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in the Notes, this Deed of Trust, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (g) generally, supervise, manage, and contract with reference to the Premises as if the Agent were equitable owner of the Premises. Notwithstanding the occurrence of an Event of Default, the Agent shall continue to have the right to pay money, whether or not Term Loan funds, for the purposes described in Sections 2.2 and 2.6 hereof, and all such sums and interest thereon shall be secured hereby. The Grantor also agrees that any of the foregoing rights and remedies of the Agent may be exercised at any time during the continuance of an Event of Default independently of the exercise of any other such rights and remedies, and the Agent may continue to exercise any or all such rights and remedies until (i) the Event(s) of Default are cured, (ii) foreclosure and the conveyance of the Premises to the high bidder, or (iii) the Term Loans and any other amounts then due and owing under the Credit Agreement to any Lender or the Agent are paid in full.

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     5.2 Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, the Agent shall be entitled, without additional notice and without regard to the adequacy of any security for the Indebtedness secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Indebtedness and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Grantor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Deed of Trust. Notwithstanding the appointment of any receiver, trustee or other custodian, the Agent shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Deed of Trust to the Agent to the fullest extent permitted by law.

     5.3 Waivers. No waiver of a prior Event of Default shall operate to waive any subsequent Event(s) of Default. All remedies provided in this Deed of Trust, the Notes, the Credit Agreement or any of the other Loan Documents are cumulative and may, at the election of the Agent, be exercised alternatively, successively, or in any manner and are in addition to any other rights provided by law.

     5.4 Delivery of Possession After Foreclosure. In the event there is a foreclosure sale hereunder and at the time of such sale, the Grantor or the Grantor’s successors or assigns are occupying or using the Premises, or any part thereof, each and all immediately shall become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser; and to the extent permitted by applicable law, the purchaser at such sale, notwithstanding any language herein apparently to the contrary, shall have the sole option to demand possession immediately following the sale or to permit the occupants to remain as tenants at will. In the event the tenant fails to surrender possession of said property upon demand, the purchaser shall be entitled to institute and maintain a summary action for possession of the property (such as an action for forcible detainer) in any court having jurisdiction.

     5.5 Marshalling. The Grantor hereby waives, in the event of foreclosure of this Deed of Trust or the enforcement by the Agent of any other rights and remedies hereunder, any right otherwise available in respect to marshalling of assets which secure any Term Loan and any other indebtedness secured hereby or to require the Agent to pursue its remedies against any other such assets.

     5.6 Protection of Premises. Upon the occurrence and during the continuance of an Event of Default, the Agent may take such actions, including, but not limited to disbursements of such sums, as the Agent in its sole but reasonable discretion deems necessary to protect the Agent’s interest in the Premises.

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ARTICLE VI

General Conditions

     6.1 Substitution of Trustee.

          (a) Appointment of Successor Trustee. If, for any reason, the Agent shall elect to substitute for the Trustee herein named (or for any successor to said Trustee), the Agent shall have the right to appoint successor Trustee(s) by duly acknowledged written instruments, and each new Trustee immediately upon recordation of the instrument so appointing him shall become successor in title to the Premises for the uses and purposes of this Deed of Trust, with all the powers, duties and obligations conferred on the Trustee in the same manner and to the same effect as though he were named herein as the Trustee. If more than one Trustee has been appointed, each of such Trustees and each successor thereto shall be and hereby is empowered to act independently.

          (b) Authority of the Agent. If the Agent is a banking corporation, state banking corporation or a national banking association and the instrument of appointment of any successor or replacement Trustee is executed on the Agent’s behalf by an officer of such corporation, state banking corporation or national banking association, then such appointment may be executed by any authorized officer or agent of the Agent and such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of the Agent.

          (c) Effect of Appointment of Successor Trustee. Upon the appointment and designation of any successor, substitute or replacement Trustee, the Trustee’s entire estate and title in the Premises shall vest in the designated successor, substitute or replacement Trustee. Such successor, substitute or replacement Trustee shall thereupon succeed to and shall hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee. All references herein to the Trustee shall be deemed to refer to the Trustee (including any successor or substitute appointed and designated as herein provided) from time to time acting hereunder.

          (d) Confirmation of Transfer and Succession. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of his predecessor in the rights hereunder with like effect as if originally named as the Trustee herein; but nevertheless, upon the written request of the Agent or of any successor, substitute or replacement Trustee, any former Trustee ceasing to act shall execute and deliver an instrument transferring to such successor, substitute or replacement Trustee all of the right, title, estate and interest in the Premises of the Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and shall duly assign, transfer and deliver all properties and moneys held by said Trustee hereunder to said successor, substitute or replacement Trustee.

     6.2 Terms. The singular used herein shall be deemed to include the plural; the masculine deemed to include the feminine and neuter; and the named parties deemed to include their successors and assigns to the extent permitted under the Credit Agreement. The word “person” shall include any individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature, and the word “Premises” shall include any portion of the Premises or interest therein. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase without limitation.

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     6.3 Notices. All notices, requests and other communications shall be given in accordance with Section 10.2 of the Credit Agreement.

     6.4 Severability. If any provision of this Deed of Trust is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

     6.5 Headings. The captions and headings herein are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope of this Deed of Trust nor the intent of any provision hereof.

     6.6 Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, the lien and security interest granted to the Agent pursuant to this Deed of Trust and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement.

     6.7 Conflicting Terms.

          (a) In the event of any conflict between the terms and provisions of the Intercreditor Agreement and the terms and provisions of this Deed of Trust, the terms and provisions of the Intercreditor Agreement shall control and supersede the provisions of this Deed of Trust with respect to such conflicts other than with respect to Section 6.8.

          (b) In the event of any conflict between the terms and provisions of the Credit Agreement and the terms and provisions of this Deed of Trust, the terms and provisions of the Credit Agreement shall control and supersede the provisions of this Deed of Trust with respect to such conflicts other than with respect to Section 6.8.

     6.8 Governing Law. This Deed of Trust shall be governed by and construed in accordance with the internal law of the state in which the Premises are located.

     6.9 Application of the Foreclosure Law. If any provision in this Deed of Trust shall be inconsistent with any provision of the foreclosure laws of the state in which the Premises are located, the provisions of such laws shall take precedence over the provisions of this Deed of Trust, but shall not invalidate or render unenforceable any other provision of this Deed of Trust that can be construed in a manner consistent with such laws.

     6.10 Written Agreement. This Deed of Trust may not be amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement.

     6.11 Waiver of Jury Trial. Section 10.16 of the Credit Agreement is hereby incorporated by reference.

     6.12 Request for Notice. The Grantor requests a copy of any statutory notice of default and a copy of any statutory notice of sale hereunder be mailed to the Grantor at the address specified in Section 6.3 of this Deed of Trust.

     6.13 Counterparts. This Deed of Trust may be executed by one or more of the parties on any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

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     6.14 Release. If any of the Premises shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by the Credit Agreement, then the Agent, at the request of the Grantor, shall execute and deliver to the Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on the Premises. The Grantor shall deliver to the Agent prior to the date of the proposed release, a written request for release identifying the sale or other disposition in reasonable detail, together with a certification by the Grantor stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

     6.15 State Specific Provisions. In the event of any inconsistencies between this Section 6.15 and any of the other terms and provisions of this Deed of Trust, the terms and provisions of this Section 6.15 shall control and be binding.

                                        .

     6.16 Amendment and Restatement of Original Deed of Trust. The Grantor and the Agent acknowledge and agree that this Deed of Trust is executed for the purpose of amending and restating the Original Deed of Trust and is not intended to extinguish, release or otherwise discharge the Grantor’s obligations under the Original Deed of Trust and is not intended to be a novation of the Grantor’s obligations under the Original Deed of Trust.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the Grantor and the Agent have executed this Deed of Trust as of the above written date.

GRANTOR:
AGENT:
WACHOVIA BANK, NATIONAL ASSOCIATION,
a national banking association
By:
	Name:
	Title:

[ADD STATE NOTARY FORMS FOR GRANTOR AND AGENT]

Exhibit A

[Legal Description to be Attached]

EXHIBIT C-2 TO

AMENDED AND RESTATED CREDIT AGREEMENT

Drawn By and Return To:
Moore & Van Allen PLLC
Bank of America Corporate Center
100 North Tryon Street, Floor 47
Charlotte, North Carolina 28202-4003
Attn: Timothy W. Corrigan

_______________________________

AMENDED AND RESTATED DEED TO SECURE DEBT, SECURITY AGREEMENT AND
ASSIGNMENT OF LEASES AND RENTS

     THIS AMENDED AND RESTATED DEED TO SECURE DEBT, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (the “Security Deed”) is made and entered into as of the ______ day of October, 2009, by and between ___, a ___, with an address as of the date hereof at 10943 North Sam Houston Parkway West, Houston, Texas 77064, Attention: Chief Financial Officer (the “Grantor”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Collateral Agent for the Lenders from time to time party to the Credit Agreement referenced below, with an address as of the date hereof at 21 Waterway Avenue, Suite 600, The Woodlands, Texas 77380, Attention: Janet Ritter (in such capacity, the “Agent”).

NOTE	TO	RECORDING		OFFICER:
			.

RECITALS:

     WHEREAS, NCI Building Systems, Inc. (the “Borrower”), as the borrower, and certain subsidiaries and affiliates of the Borrower, including the Grantor, as guarantors (collectively, the “Guarantors”), entered into that certain Credit Agreement, dated as of June 18, 2004, among the Borrower, the Guarantors, the Lenders from time to time party thereto and Wachovia Bank, National

Association, as amended and modified by that certain First Amendment to Credit Agreement, dated as of November 9, 2004, that certain Second Amendment to Credit Agreement, dated as of October 14, 2005, that certain Third Amendment to Credit Agreement, dated as of April 7, 2006, and that certain Waiver, dated as of July 15, 2009 (as so amended and modified, the “Original Credit Agreement”);

     WHEREAS, the Borrower, the Lenders and the Agent have agreed to amend and restate the Original Credit Agreement pursuant to that certain Amended and Restated Credit Agreement, dated as of October ___, 2009 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement);

     WHEREAS, the Grantor is the owner of the fee simple interest in the real property described on Exhibit A attached hereto and incorporated herein by reference;

     WHEREAS, in connection with the Original Credit Agreement, the Grantor entered into that certain Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents, dated as of August 21, 2009 and recorded on                     , 2009 in the                      County Recorder’s Office as Instrument Number                                         , by the Grantor for the benefit of the Agent (the “Original Deed to Secure Debt”);

     WHEREAS, the Lenders have agreed to enter into the Credit Agreement provided that, among other things, the Grantor and the Agent amend and restate the Original Deed to Secure Debt in the form hereof;

     WHEREAS, concurrently with the entering into of the Credit Agreement, the Borrower and the Guarantors have entered into that certain ABL Facility, dated as of an equal date therewith. All obligations of the Grantor under the ABL Facility are secured by, among other things, a certain Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents executed by the Grantor for the benefit of the Agent (as defined in the ABL Facility Agreement, the “ABL Agent”); and

     WHEREAS, in order to induce (i) the Lenders to enter into the Credit Agreement, and (ii) the Lenders (as defined in the ABL Facility Agreement) to enter into the ABL Facility, the Agent and the ABL Agent have agreed to the subordination, intercreditor and other provisions set forth in that certain Intercreditor Agreement, dated as of the date of the Credit Agreement.

W I T N E S S E T H:

     The Grantor, in consideration of the indebtedness herein recited and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has irrevocably granted, released, sold, remised, bargained, assigned, pledged, warranted, transferred and conveyed, and does hereby grant, release, sell, remise, bargain, assign, pledge, warrant, transfer and convey to the Agent and the Agent’s successors and assigns, and grants a continuing security title and security interest in and to all of the Grantor’s right, title and interest in and to the following described land, real property interests, buildings, improvements and fixtures:

     (a) All that tract or parcel of land and other real property interests in                      County, Georgia, as more particularly described in Exhibit A attached hereto and made a part hereof (the “Land”), and all of the Grantor’s right, title and interest in and to rights appurtenant thereto, including easement rights; and

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     (b) All buildings and improvements of every kind and description now or hereafter erected or placed on the Land (the “Improvements”) and all fixtures now or hereafter owned by the Grantor and attached to or installed in and used in connection with the aforesaid Land and Improvements (collectively, the “Fixtures”) (hereinafter, the Land, the Improvements and the Fixtures may be collectively referred to as the “Premises”).

     TO HAVE AND HOLD the same, together with all privileges, hereditaments, easements and appurtenances thereunto belonging IN FEE SIMPLE forever, subject to the Permitted Liens, to the Agent and the Agent’s successors and assigns to secure the Indebtedness (hereinafter defined) and other obligations herein recited; provided that, should (i) the Indebtedness (hereinafter defined) secured hereby be paid according to the tenor and effect thereof when the same shall be due and payable and should the Loan Parties timely and fully discharge their obligations secured hereby and satisfy the obligations in full or (ii) the conditions set forth in the Credit Agreement for the release of this Security Deed be fully satisfied (in the reasonable judgment of the Agent), the Agent or its successor or assign shall promptly cause a cancellation of this Security Deed to be filed in the appropriate office; and until such obligations are fully satisfied, it shall remain in full force and virtue.

     This Security Deed is intended to operate and is to be construed as a deed passing title to the Premises to the Agent and is made under those provisions of the existing laws of the State of Georgia relating to deeds to secure debt (including e.g. O.C.G.A. § 44-14-60), and not as a mortgage, and is given to secure payment and performance of the Indebtedness (as hereinafter defined) of the Grantor.

     And, as additional security for said Indebtedness, subject to the Guarantee and Collateral Agreement, the Grantor hereby unconditionally assigns to the Agent all the security deposits, rents, issues, profits and revenues of the Premises from time to time accruing (the “Rents and Profits”), which assignment constitutes a present, absolute and unconditional assignment and not an assignment for additional security only, reserving only the right to the Grantor to collect and apply the same as the Grantor chooses as long as no Event of Default (as defined in Article III) has occurred and is continuing.

     As additional collateral and further security for the Indebtedness, subject to the Guarantee and Collateral Agreement, the Grantor does hereby assign to Agent and grants to Agent a security interest in all of the right, title and the interest of the Grantor in and to any and all real property leases and rental agreements (collectively, the “Leases”) with respect to the Premises or any part thereof, and the Grantor agrees to execute and deliver to the Agent such additional instruments, in form and substance reasonably satisfactory to the Agent, as may hereafter be requested by the Agent to evidence and confirm said assignment; provided, however, that acceptance of any such assignment shall not be construed to impose upon the Agent any obligation with respect thereto.

     The Grantor and the Agent covenant, represent and agree as follows:

ARTICLE I

Indebtedness Secured

     1.1 Indebtedness. The Agent and the Lenders have agreed to establish a senior secured credit facility in favor of the Borrower pursuant to the terms of the Credit Agreement. This Security Deed is given to secure the payment and performance by the Grantor of (a) all obligations of the Grantor under the Notes, the Credit Agreement, this Security Deed, the other Loan Documents and any document made, delivered or given in connection with (i) any Interest Rate Protection Agreement, Permitted Hedging

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Arrangement or Bank Products Agreement (as defined in the Guarantee and Collateral Agreement) entered into with any Person who was at the time of entry into such agreement a Lender or an affiliate of any Lender, (ii) any guaranty of the Borrower or any of its Subsidiaries as to which any Secured Party (as defined in the Guarantee and Collateral Agreement) is a beneficiary or (iii) the provision of cash management services by any Lender or an Affiliate thereof to the Borrower or any Subsidiary thereof to any Secured Party (as defined in the Guarantee and Collateral Agreement), howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, (b) all obligations and liabilities of the Grantor incurred in connection with the collection and enforcement of the foregoing to the extent provided in the Credit Agreement and (c) all other Obligations (as defined in the Guarantee and Collateral Agreement) of the Grantor (all of the foregoing, whether now existing or hereafter arising, collectively, the “Indebtedness”). The final maturity date of the Indebtedness shall be fifty-four (54) months after the date hereof, as the same may be extended or renewed from time to time.

     1.2 Future Advances. This Security Deed is given to secure the Indebtedness and the repayment of the aforesaid obligations together with each advance of any Term Loan, any renewals or extensions or modifications thereof upon the same or different terms or at the same or different rate of interest and also to secure all future advances and readvances that may subsequently be made to the Grantor or any other Loan Party by the Lenders evidenced by any promissory notes given in connection with the aforesaid obligations, and all renewals, modifications, replacements and extensions thereof. The lien of such future advances and re-advances shall relate back to the date of this Security Deed.

ARTICLE II

Grantor’s Covenants, Representations and Agreements

     2.1 Title to Property. The Grantor has good title in fee simple to the Premises, and the Premises are not subject to any Lien, except for Permitted Liens.

     2.2 Taxes and Fees; Maintenance of Premises. The Grantor agrees to comply with Sections 6.3, 6.5(a), 6.5(b)(i), 7.3(a) and 10.5 of the Credit Agreement to the extent applicable.

     2.3 Reimbursement. The Grantor agrees to comply with Section 6.5(b)(iii) of the Credit Agreement to the extent applicable.

     2.4 Additional Documents. The Grantor agrees to comply with Section 6.9(d) of the Credit Agreement to the extent applicable.

     2.5 Restrictions on Sale or Encumbrance. The Grantor agrees to comply with Sections 7.3 and 7.6 of the Credit Agreement to the extent applicable.

     2.6 Fees and Expenses. The Grantor will promptly pay upon demand any and all reasonable costs and expenses of the Agent, including, without limitation, reasonable attorneys’ fees actually incurred by the Agent, to the extent required under the Credit Agreement.

     2.7 Intentionally Omitted.

     2.8 Intentionally Omitted.

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     2.9 Insurance.

     (a) Types Required. The Grantor shall maintain insurance for the Premises as set forth in Section 6.5(a) of the Credit Agreement to the extent applicable.

     (b) Use of Proceeds. Insurance proceeds shall be applied or disbursed as set forth in Sections 3.4(c) and 6.5(a) of the Credit Agreement to the extent applicable.

     2.10 Eminent Domain. All proceeds or awards relating to condemnation or other taking pursuant to the power of eminent domain shall be applied pursuant to Section 3.4(c) of the Credit Agreement to the extent applicable.

     2.11 Releases and Waivers. The Grantor agrees that no release by the Agent of any portion of the Premises, the Rents and Profits or the Leases, no subordination of lien, no forbearance on the part of the Agent to collect on any Term Loan, or any part thereof, no waiver of any right granted or remedy available to the Agent and no action taken or not taken by the Agent shall, except to the extent expressly released, in any way have the effect of releasing the Grantor from full responsibility to the Agent for the complete discharge of each and every of the Grantor’s obligations hereunder.

     2.12 Intentionally Omitted.

     2.13 Compliance with Law. The Grantor agrees to comply with Section 6.4 of the Credit Agreement to the extent applicable.

     2.14 Inspection. The Grantor agrees to comply with Section 6.6(a) of the Credit Agreement to the extent applicable.

     2.15 Security Agreement.

     (a) This Security Deed is hereby made and declared to be a security agreement encumbering the Fixtures, and Grantor grants to the Agent a security interest in the Fixtures. The Grantor grants to the Agent all of the rights and remedies of a secured party under the laws of the state in which the Premises are located. A financing statement or statements reciting this Security Deed to be a security agreement with respect to the Fixtures may be appropriately filed by the Agent.

     (b) The Grantor warrants that, as of the date hereof, the name and address of the “Debtor” (which is the Grantor) are as set forth in the preamble of this Security Deed and a statement indicating the types, or describing the items, of collateral is set forth hereinabove. Grantor warrants that Grantor’s exact legal name is correctly set forth in the preamble of this Security Deed.

     (c) This Security Deed will be filed in the real property records.

     (d) The Grantor is a corporation organized under the laws of the State of                      and the Grantor’s organizational identification number is                                         .

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ARTICLE III

Events of Default

     An Event of Default shall exist and be continuing under the terms of this Security Deed upon the existence and during the continuance of an Event of Default under the terms of the Credit Agreement.

ARTICLE IV

Foreclosure

     4.1 Acceleration of Secured Indebtedness; Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire balance of the Indebtedness and any other obligations due under the Loan Documents, including all accrued interest, shall become due and payable to the extent such amounts become due and payable under the Credit Agreement. Provided an Event of Default has occurred and is continuing, upon failure to pay the Indebtedness or reimburse any other amounts due under the Loan Documents in full at any stated or accelerated maturity and in addition to all other remedies available to the Agent at law or in equity, the Agent may sell the Premises or any part of the Premises at one or more public sale or sales before the door of the courthouse of the county in which the Land or any part of the Land is situated, to the highest bidder for cash, in order to pay the Indebtedness in whole or in part, and all expenses of sale and of all proceedings in connection therewith, including reasonable attorney’s fees, after advertising the time, place and terms of sale once a week for four (4) weeks immediately preceding such sale (but without regard to the number of days) in a newspaper in which sheriff’s sales are advertised in said county, all other notice being hereby waived by the Grantor to the fullest extent permitted by law. At any such public sale, the Agent may execute and deliver to the purchaser a conveyance of the Premises or any part of the Premises in fee simple, with no warranties of title, and to this end the Grantor hereby constitutes and appoints the Agent as the agent and attorney-in-fact of the Grantor to make such sale and conveyance, and thereby to divest the Grantor of all right, title and equity that the Grantor may have in and to the Premises and to vest the same in the purchaser or purchasers at such sale or sales, and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confirmed, and any recitals in said conveyance or conveyances as to facts essential to a valid sale shall be binding upon the Grantor. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable, and shall not be exhausted by one exercise thereof but may be exercised until full payment of all of the Indebtedness. In the event of any sale under this Security Deed by virtue of the exercise of the powers herein granted, or pursuant to any order in any judicial proceeding or otherwise, the Premises may be sold as an entirety or in separate parcels and in such manner or order as the Agent in its discretion may elect, and one or more exercises of the powers herein granted shall not extinguish nor exhaust such powers, until the entire Premises are sold or the Indebtedness is paid in full. The Agent may, at its option, sell the Premises subject to the rights of any tenants of the Premises, and the failure to make any such tenants parties to any foreclosure proceedings and to foreclose their rights will not be asserted by the Grantor to be a defense to any proceedings instituted by the Agent to collect the Indebtedness. If the Indebtedness is now or hereafter further secured by any mortgages, deeds to secure debt, chattel mortgages, pledges, contracts of guaranty, assignments of lease or other security instruments, the Agent may at its option exhaust the remedies granted under any of said security either concurrently or independently, and in such order as the Agent may determine in its discretion. Upon any foreclosure sale, the Agent may bid for and purchase the Premises and shall be entitled to apply all or any part of the Indebtedness as a credit to the purchase price. In the event of any such foreclosure sale by the Agent, the Grantor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to

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provisions of law applicable to tenants holding over. In case the Agent shall have proceeded to enforce any right, power or remedy under this Security Deed by foreclosure, entry or otherwise or in the event the Agent commences advertising of the intended exercise of the sale under power provided hereunder, and such proceeding or advertisement shall have been withdrawn, discontinued or abandoned for any reason, then in every such case (i) the Grantor and the Agent shall be restored to their former positions and rights, (ii) all rights, powers and remedies of the Agent shall continue as if no such proceeding had taken place, (iii) each and every Event of Default declared or occurring prior or subsequent to such withdrawal, discontinuance or abandonment shall be deemed to be a continuing Event of Default, and (iv) neither this Security Deed, nor the Notes, nor the Indebtedness, nor any other Loan Document shall be or shall be deemed to have been reinstated or otherwise affected by such withdrawal, discontinuance or abandonment; and, to the fullest extent permitted by law, the Grantor hereby expressly waives the benefit of any statute or rule of law now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with this sentence.

     4.2 Proceeds of Sale. The proceeds of any foreclosure sale of the Premises, or any part thereof, will be distributed and applied in accordance with the terms and conditions of the Credit Agreement (subject to any applicable provisions of applicable law).

ARTICLE V

Additional Rights and Remedies of the Agent

     5.1 Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Agent, immediately and without additional notice and without liability therefor to the Grantor, except for gross negligence, willful misconduct or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of the Intercreditor Agreement: (a) take physical possession of the Premises; (b) exercise its right to collect the Rents and Profits; (c) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (d) expend Term Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the lien of this Security Deed and satisfaction and fulfillment of any liabilities or obligations of the Grantor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the lien of this Security Deed; (e) enter into leases demising the Premises or any part thereof; (f) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in the Notes, this Security Deed, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (g) generally, supervise, manage, and contract with reference to the Premises as if the Agent were equitable owner of the Premises. Notwithstanding the occurrence of an Event of Default, the Agent shall continue to have the right to pay money, whether or not Term Loan funds, for the purposes described in Sections 2.2 and 2.6 hereof, and all such sums and interest thereon shall be secured hereby. The Grantor also agrees that any of the foregoing rights and remedies of the Agent may be exercised at any time during the continuance of an Event of Default independently of the exercise of any other such rights and remedies, and the Agent may continue to exercise any or all such rights and remedies until (i) the Event(s) of Default are cured, (ii) foreclosure and the conveyance of the Premises to the high bidder, or (iii) the Term Loans and any other amounts then due and owing under the Credit Agreement to any Lender or the Agent are paid in full.

     5.2 Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, the Agent shall be entitled, without

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additional notice and without regard to the adequacy of any security for the Indebtedness secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Indebtedness and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the State of Georgia, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Grantor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Security Deed. Notwithstanding the appointment of any receiver, trustee or other custodian, the Agent shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Security Deed to the Agent to the fullest extent permitted by law.

     5.3 Waivers. No waiver of a prior Event of Default shall operate to waive any subsequent Event(s) of Default. All remedies provided in this Security Deed, the Notes, the Credit Agreement or any of the other Loan Documents are cumulative and may, at the election of the Agent, be exercised alternatively, successively, or in any manner and are in addition to any other rights provided by law.

     5.4 Delivery of Possession After Foreclosure. In the event there is a foreclosure sale hereunder and at the time of such sale, the Grantor or the Grantor’s successors or assigns are occupying or using the Premises, or any part thereof, each and all immediately shall become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser; and to the extent permitted by applicable law, the purchaser at such sale, notwithstanding any language herein apparently to the contrary, shall have the sole option to demand possession immediately following the sale or to permit the occupants to remain as tenants at will. In the event the tenant fails to surrender possession of said property upon demand, the purchaser shall be entitled to institute and maintain a summary action for possession of the property (such as an action for forcible detainer) in any court having jurisdiction.

     5.5 Marshalling. The Grantor hereby waives, in the event of foreclosure of this Security Deed or the enforcement by the Agent of any other rights and remedies hereunder, any right otherwise available in respect to marshalling of assets which secure any Term Loan and any other indebtedness secured hereby or to require the Agent to pursue its remedies against any other such assets.

     5.6 Protection of Premises. Upon the occurrence and during the continuance of an Event of Default, the Agent may take such actions, including, but not limited to disbursements of such sums, as the Agent in its sole but reasonable discretion deems necessary to protect the Agent’s interest in the Premises.

     5.7 CONSTITUTIONAL WAIVER. BY EXECUTION OF THIS SECURITY DEED AND BY INITIALING THIS PARAGRAPH 5.7, THE GRANTOR EXPRESSLY ACKNOWLEDGES THE RIGHT, SUBJECT TO THE CREDIT AGREEMENT, TO ACCELERATE THE INDEBTEDNESS EVIDENCED BY THE NOTES AND THE POWER OF ATTORNEY GIVEN HEREIN TO THE AGENT TO SELL THE PREMISES BY NONJUDICIAL FORECLOSURE UPON AN EVENT OF DEFAULT BY THE GRANTOR WITHOUT ANY JUDICIAL HEARING AND WITHOUT ANY NOTICE OTHER THAN SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE

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GIVEN UNDER THE PROVISIONS OF THIS SECURITY DEED AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE GRANTOR HEREBY WAIVES ANY RIGHT THE GRANTOR MAY HAVE UNDER THE CONSTITUTION OR THE LAWS OF THE STATE OF GEORGIA OR THE CONSTITUTION OR THE LAWS OF THE UNITED STATES OF AMERICA TO NOTICE, OTHER THAN EXPRESSLY PROVIDED FOR IN THIS SECURITY DEED OR THE CREDIT AGREEMENT, OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS INSTRUMENT TO THE AGENT, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, THE GRANTOR WAIVES THE GRANTOR’S RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE PROVISIONS OF THIS SECURITY DEED ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. ALL WAIVERS BY THE GRANTOR IN THIS PARAGRAPH HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY, AND KNOWINGLY, AFTER THE GRANTOR HAS BY THE GRANTOR’S ATTORNEY BEEN FIRST APPRISED OF AND COUNSELED WITH RESPECT TO THE GRANTOR’S POSSIBLE ALTERNATIVE RIGHTS.

(Initialed and Acknowledged by Grantor)

ARTICLE VI

General Conditions

     6.1 Terms. The singular used herein shall be deemed to include the plural; the masculine deemed to include the feminine and neuter; and the named parties deemed to include their successors and assigns to the extent permitted under the Credit Agreement. The word “person” shall include any individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature, and the word “Premises” shall include any portion of the Premises or interest therein. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase without limitation.

     6.2 Notices. All notices, requests and other communications shall be given in accordance with Section 10.2 of the Credit Agreement.

     6.3 Severability. If any provision of this Security Deed is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

     6.4 Headings. The captions and headings herein are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope of this Security Deed nor the intent of any provision hereof.

     6.5 Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, the lien and security interest granted to the Agent pursuant to this Security Deed and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement.

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     6.6 Conflicting Terms.

          (a) In the event of any conflict between the terms and provisions of the Intercreditor Agreement and the terms and provisions of this Security Deed, the terms and provisions of the Intercreditor Agreement shall control and supersede the provisions of this Security Deed with respect to such conflicts other than with respect to Section 6.7.

          (b) In the event of any conflict between the terms and provisions of the Credit Agreement and the terms and provisions of this Security Deed, the terms and provisions of the Credit Agreement shall control and supersede the provisions of this Security Deed with respect to such conflicts other than with respect to Section 6.7.

     6. 7 Governing Law. This Security Deed shall be governed by and construed in accordance with the internal law of the state in which the Premises are located.

     6. 8 Application of the Foreclosure Law. If any provision in this Security Deed shall be inconsistent with any provision of the foreclosure laws of the State of Georgia, the provisions of such laws shall take precedence over the provisions of this Security Deed, but shall not invalidate or render unenforceable any other provision of this Security Deed that can be construed in a manner consistent with such laws.

     6. 9 Written Agreement. This Security Deed may not be amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement.

     6. 10 Waiver of Jury Trial. Section 10.16 of the Credit Agreement is hereby incorporated by reference.

     6. 11 Request for Notice. The Grantor requests a copy of any statutory notice of default and a copy of any statutory notice of sale hereunder be mailed to the Grantor at the address specified in Section 6.2 of this Security Deed.

     6.12 Counterparts. This Security Deed may be executed by one or more of the parties on any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

     6.13 Intentionally Omitted.

     6.14 Release. If any of the Premises shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by the Credit Agreement, then the Agent, at the request of the Grantor, shall execute and deliver to the Grantor all releases, cancellations or other documents reasonably necessary or desirable for the release or cancellation of this Security Deed. The Grantor shall deliver to the Agent prior to the date of the proposed release, a written request for release identifying the sale or other disposition in reasonable detail, together with a certification by the Grantor stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

     6.15 Amendment and Restatement of Original Security Deed. The Grantor and the Agent acknowledge and agree that this Security Deed is executed for the purpose of amending and restating the Original Security Deed and is not intended to extinguish, release or otherwise discharge the Grantor’s obligations under the Original Security Deed and is not intended to be a novation of the Grantor’s obligations under the Original Security Deed.

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

11

     IN WITNESS WHEREOF, the Grantor and the Agent have executed this Security Deed under seal as of the above written date.

	GRANTOR:
	,
	a
Signed, sealed and delivered in the presence of:
	By:
	Name:
	Title:
Unofficial Witness
Notary Public

My Commission Expires:                                        

[Notary Seal]

	AGENT:
	WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association
Signed, sealed and delivered in the presence of:
	By:
	Name:
	Title:
Unofficial Witness
Notary Public

My Commission Expires:                                        

[Notary Seal]

12

Exhibit A

[Legal Description to be Attached]

EXHIBIT C-3 TO

AMENDED AND RESTATED CREDIT AGREEMENT

Drawn By and Return To:
Moore & Van Allen PLLC
Bank of America Corporate Center
100 North Tryon Street, Floor 47
Charlotte, North Carolina 28202-4003
Attn: Timothy W. Corrigan

STATE OF                                         

COUNTY OF                                         

AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT
OF LEASES AND RENTS AND FIXTURE FILING

     THIS AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (the “Mortgage”) is made and entered into as of the ___day of October, 2009, by and between                                         , a                                          , with an address as of the date hereof at 10943 North Sam Houston Parkway West, Houston, Texas 77064, Attention: Chief Financial Officer (the “Grantor”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Collateral Agent for the Lenders from time to time party to the Credit Agreement referenced below, with an address as of the date hereof at 21 Waterway Avenue, Suite 600, The Woodlands, Texas 77380, Attention: Janet Ritter (in such capacity, the “Agent”).

RECITALS:

     WHEREAS, NCI Building Systems, Inc. (the “Borrower”), as the borrower, and certain subsidiaries and affiliates of the Borrower, including the Grantor, as guarantors (collectively, the “Guarantors”), entered into that certain Credit Agreement, dated as of June 18, 2004, among the Borrower, the Guarantors, the Lenders from time to time party thereto and Wachovia Bank, National Association, as amended and modified by that certain First Amendment to Credit Agreement, dated as of November 9, 2004, that certain Second Amendment to Credit Agreement, dated as of October 14, 2005, that certain Third Amendment to Credit Agreement, dated as of April 7, 2006, and that certain Waiver, dated as of July 15, 2009 (as so amended and modified, the “Original Credit Agreement”);

     WHEREAS, the Borrower, the Lenders and the Agent have agreed to amend and restate the Original Credit Agreement pursuant to that certain Amended and Restated Credit Agreement, dated as of October ___, 2009 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement);

     WHEREAS, the Grantor is the owner of the fee simple interest in the real property described on Exhibit A attached hereto and incorporated herein by reference;

     WHEREAS, in connection with the Original Credit Agreement, the Grantor entered into that certain Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of August 21, 2009 and recorded on                     , 2009 in the                      County Recorder’s Office as Instrument Number                     , by the Grantor for the benefit of the Agent (the “Original Mortgage”);

     WHEREAS, the Lenders have agreed to enter into the Credit Agreement provided that, among other things, the Grantor and the Agent amend and restate the Original Mortgage in the form hereof;

     WHEREAS, concurrently with the entering into of the Credit Agreement, the Borrower and the Guarantors have entered into that certain ABL Facility, dated as of an equal date therewith. All obligations of the Grantor under the ABL Facility are secured by, among other things, a certain Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing executed by the Grantor for the benefit of the Agent (as defined in the ABL Facility Agreement, the “ABL Agent”); and

     WHEREAS, in order to induce (i) the Lenders to enter into the Credit Agreement, and (ii) the Lenders (as defined in the ABL Facility Agreement) to enter into the ABL Facility, the Agent and the ABL Agent have agreed to the subordination, intercreditor and other provisions set forth in that certain Intercreditor Agreement, dated as of the date of the Credit Agreement.

W I T N E S S E T H:

     The Grantor, in consideration of the indebtedness herein recited and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has irrevocably granted, released, sold, remised, bargained, assigned, pledged, warranted, mortgaged, transferred and conveyed, and does hereby grant, release, sell, remise, bargain, assign, pledge, warrant, mortgage, transfer and convey to the Agent and the Agent’s successors and assigns, a continuing security interest in and to, and lien upon, all of the Grantor’s right, title and interest in and to the following described land, real property interests, buildings, improvements and fixtures:

     (a) All that tract or parcel of land and other real property interests in                      County,                     , as more particularly described in Exhibit A attached hereto and made a part hereof (the “Land”), and all of the Grantor’s right, title and interest in and to rights appurtenant thereto, including easement rights; and

     (b) All buildings and improvements of every kind and description now or hereafter erected or placed on the Land (the “Improvements”) and all fixtures now or hereafter owned by the Grantor and attached to or installed in and used in connection with the aforesaid Land and Improvements (collectively, the “Fixtures”) (hereinafter, the Land, the Improvements and the Fixtures may be collectively referred to as the “Premises”).

     TO HAVE AND HOLD the same, together with all privileges, hereditaments, easements and appurtenances thereunto belonging, subject to the Permitted Liens, to the Agent and the Agent’s successors and assigns to secure the Indebtedness (hereinafter defined) and other obligations herein recited; provided that, should (i) the Indebtedness (hereinafter defined) secured hereby be paid according to the tenor and effect thereof when the same shall be due and payable and should the Loan Parties timely and fully discharge their obligations secured hereby and satisfy the obligations in full or (ii) the conditions set forth in the Credit Agreement for the release of this Mortgage be fully satisfied (in the reasonable judgment of the Agent), the lien and security interest of this Mortgage shall cease, terminate and be void and the Agent or its successor or assign shall promptly cause a release of this Mortgage to be filed in the appropriate office; and until such obligations are fully satisfied, it shall remain in full force and virtue.

     And, as additional security for said Indebtedness, subject to the Guarantee and Collateral Agreement, the Grantor hereby unconditionally assigns to the Agent all the security deposits, rents, issues, profits and revenues of the Premises from time to time accruing (the “Rents and Profits”), which assignment constitutes a present, absolute and unconditional assignment and not an assignment for

2

additional security only, reserving only the right to the Grantor to collect and apply the same as the Grantor chooses as long as no Event of Default (as defined in Article III) has occurred and is continuing.

     As additional collateral and further security for the Indebtedness, subject to the Guarantee and Collateral Agreement, the Grantor does hereby assign to Agent and grants to Agent a security interest in all of the right, title and the interest of the Grantor in and to any and all real property leases and rental agreements (collectively, the “Leases”) with respect to the Premises or any part thereof, and the Grantor agrees to execute and deliver to the Agent such additional instruments, in form and substance reasonably satisfactory to the Agent, as may hereafter be requested by the Agent to evidence and confirm said assignment; provided, however, that acceptance of any such assignment shall not be construed to impose upon the Agent any obligation with respect thereto.

     The Grantor and the Agent covenant, represent and agree as follows:

ARTICLE I

Indebtedness Secured

     1.1 Indebtedness. The Agent and the Lenders have agreed to establish a senior secured credit facility in favor of the Borrower pursuant to the terms of the Credit Agreement. This Mortgage is given to secure the payment and performance by the Grantor of (a) all obligations of the Grantor under the Notes, the Credit Agreement, this Mortgage, the other Loan Documents and any document made, delivered or given in connection with (i) any Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement (as defined in the Guarantee and Collateral Agreement) entered into with any Person who was at the time of entry into such agreement a Lender or an affiliate of any Lender, (ii) any guaranty of the Borrower or any of its Subsidiaries as to which any Secured Party (as defined in the Guarantee and Collateral Agreement) is a beneficiary or (iii) the provision of cash management services by any Lender or an Affiliate thereof to the Borrower or any Subsidiary thereof to any Secured Party (as defined in the Guarantee and Collateral Agreement), howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, (b) all obligations and liabilities of the Grantor incurred in connection with the collection and enforcement of the foregoing to the extent provided in the Credit Agreement and (c) all other Obligations (as defined in the Guarantee and Collateral Agreement) of the Grantor (all of the foregoing, whether now existing or hereafter arising, collectively, the “Indebtedness”).

     1.2 Future Advances. This Mortgage is given to secure the Indebtedness and the repayment of the aforesaid obligations together with each advance of any Term Loan, any renewals or extensions or modifications thereof upon the same or different terms or at the same or different rate of interest and also to secure all future advances and readvances that may subsequently be made to the Grantor or any other Loan Party by the Lenders evidenced by any promissory notes given in connection with the aforesaid obligations, and all renewals, modifications, replacements and extensions thereof. The lien of such future advances and re-advances shall relate back to the date of this Mortgage.

ARTICLE II

Grantor’s Covenants, Representations and Agreements

     2.1 Title to Property. The Grantor has good title in fee simple to the Premises, and the Premises are not subject to any Lien, except for Permitted Liens.

3

     2.2 Taxes and Fees; Maintenance of Premises. The Grantor agrees to comply with Sections 6.3, 6.5(a), 6.5(b)(i), 7.3(a) and 10.5 of the Credit Agreement to the extent applicable.

     2.3 Reimbursement. The Grantor agrees to comply with Section 6.5(b)(iii) of the Credit Agreement to the extent applicable.

     2.4 Additional Documents. The Grantor agrees to comply with Section 6.9(d) of the Credit Agreement to the extent applicable.

     2.5 Restrictions on Sale or Encumbrance. The Grantor agrees to comply with Sections 7.3 and 7.6 of the Credit Agreement to the extent applicable.

     2.6 Fees and Expenses. The Grantor will promptly pay upon demand any and all reasonable costs and expenses of the Agent, including, without limitation, reasonable attorneys’ fees actually incurred by the Agent, to the extent required under the Credit Agreement.

     2.7 Intentionally Omitted.

     2.8 Intentionally Omitted.

     2.9 Insurance.

     (a) Types Required. The Grantor shall maintain insurance for the Premises as set forth in Section 6.5(a) of the Credit Agreement to the extent applicable.

     (b) Use of Proceeds. Insurance proceeds shall be applied or disbursed as set forth in Sections 3.4(c) and 6.5(a) of the Credit Agreement to the extent applicable.

     2.10 Eminent Domain. All proceeds or awards relating to condemnation or other taking pursuant to the power of eminent domain shall be applied pursuant to Section 3.4(c) of the Credit Agreement to the extent applicable.

     2.11 Releases and Waivers. The Grantor agrees that no release by the Agent of any portion of the Premises, the Rents and Profits or the Leases, no subordination of lien, no forbearance on the part of the Agent to collect on any Term Loan, or any part thereof, no waiver of any right granted or remedy available to the Agent and no action taken or not taken by the Agent shall, except to the extent expressly released, in any way have the effect of releasing the Grantor from full responsibility to the Agent for the complete discharge of each and every of the Grantor’s obligations hereunder.

     2.12 Intentionally Omitted.

     2.13 Compliance with Law. The Grantor agrees to comply with Section 6.4 of the Credit Agreement to the extent applicable.

     2.14 Inspection. The Grantor agrees to comply with Section 6.6(a) of the Credit Agreement to the extent applicable.

     2.15 Security Agreement.

     (a) This Mortgage is hereby made and declared to be a security agreement encumbering the Fixtures, and Grantor grants to the Agent a security interest in the Fixtures. The Grantor grants to the

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Agent all of the rights and remedies of a secured party under the laws of the state in which the Premises are located. A financing statement or statements reciting this Mortgage to be a security agreement with respect to the Fixtures may be appropriately filed by the Agent.

     (b) The Grantor warrants that, as of the date hereof, the name and address of the “Debtor” (which is the Grantor) are as set forth in the preamble of this Mortgage and a statement indicating the types, or describing the items, of collateral is set forth hereinabove. Grantor warrants that Grantor’s exact legal name is correctly set forth in the preamble of this Mortgage.

     (c) This Mortgage will be filed in the real property records.

     (d) The Grantor is a corporation organized under the laws of the State of                      and the Grantor’s organizational identification number is                                         .

ARTICLE III

Events of Default

     An Event of Default shall exist and be continuing under the terms of this Mortgage upon the existence and during the continuance of an Event of Default under the terms of the Credit Agreement.

ARTICLE IV

Foreclosure

     4.1 Acceleration of Secured Indebtedness; Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire balance of the Indebtedness and any other obligations due under the Loan Documents, including all accrued interest, shall become due and payable to the extent such amounts become due and payable under the Credit Agreement. Provided an Event of Default has occurred and is continuing, upon failure to pay the Indebtedness or reimburse any other amounts due under the Loan Documents in full at any stated or accelerated maturity and in addition to all other remedies available to the Agent at law or in equity, the Agent may foreclose the lien of this Mortgage by judicial or non-judicial proceeding in a manner permitted by applicable law. The Grantor hereby waives, to the fullest extent permitted by law, any statutory right of redemption in connection with such foreclosure proceeding.

     4.2 Proceeds of Sale. The proceeds of any foreclosure sale of the Premises, or any part thereof, will be distributed and applied in accordance with the terms and conditions of the Credit Agreement (subject to any applicable provisions of applicable law).

ARTICLE V

Additional Rights and Remedies of the Agent

     5.1 Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Agent, immediately and without additional notice and without liability therefor to the Grantor, except for gross negligence, willful misconduct or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of the Intercreditor Agreement: (a) take physical possession of the Premises; (b) exercise its right to collect the Rents and Profits; (c) enter into contracts for the completion, repair and maintenance of the Improvements

5

thereon; (d) expend Term Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Grantor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the lien of this Mortgage; (e) enter into leases demising the Premises or any part thereof; (f) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in the Notes, this Mortgage, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (g) generally, supervise, manage, and contract with reference to the Premises as if the Agent were equitable owner of the Premises. Notwithstanding the occurrence of an Event of Default, the Agent shall continue to have the right to pay money, whether or not Term Loan funds, for the purposes described in Sections 2.2 and 2.6 hereof, and all such sums and interest thereon shall be secured hereby. The Grantor also agrees that any of the foregoing rights and remedies of the Agent may be exercised at any time during the continuance of an Event of Default independently of the exercise of any other such rights and remedies, and the Agent may continue to exercise any or all such rights and remedies until (i) the Event(s) of Default are cured, (ii) foreclosure and the conveyance of the Premises to the high bidder, or (iii) the Term Loans and any other amounts then due and owing under the Credit Agreement to any Lender or the Agent are paid in full.

     5.2 Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, the Agent shall be entitled, without additional notice and without regard to the adequacy of any security for the Indebtedness secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Indebtedness and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Grantor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, the Agent shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Agent to the fullest extent permitted by law.

     5.3 Waivers. No waiver of a prior Event of Default shall operate to waive any subsequent Event(s) of Default. All remedies provided in this Mortgage, the Notes, the Credit Agreement or any of the other Loan Documents are cumulative and may, at the election of the Agent, be exercised alternatively, successively, or in any manner and are in addition to any other rights provided by law.

     5.4 Delivery of Possession After Foreclosure. In the event there is a foreclosure sale hereunder and at the time of such sale, the Grantor or the Grantor’s successors or assigns are occupying or using the Premises, or any part thereof, each and all immediately shall become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser; and to the extent permitted by applicable law, the purchaser at such sale, notwithstanding any language herein apparently to the contrary, shall have the sole option to demand possession immediately following the sale or to permit the occupants to remain as tenants at will. In the

6

event the tenant fails to surrender possession of said property upon demand, the purchaser shall be entitled to institute and maintain a summary action for possession of the property (such as an action for forcible detainer) in any court having jurisdiction.

     5.5 Marshalling. The Grantor hereby waives, in the event of foreclosure of this Mortgage or the enforcement by the Agent of any other rights and remedies hereunder, any right otherwise available in respect to marshalling of assets which secure any Term Loan and any other indebtedness secured hereby or to require the Agent to pursue its remedies against any other such assets.

     5.6 Protection of Premises. Upon the occurrence and during the continuance of an Event of Default, the Agent may take such actions, including, but not limited to disbursements of such sums, as the Agent in its sole but reasonable discretion deems necessary to protect the Agent’s interest in the Premises.

ARTICLE VI

General Conditions

     6.1 Terms. The singular used herein shall be deemed to include the plural; the masculine deemed to include the feminine and neuter; and the named parties deemed to include their successors and assigns to the extent permitted under the Credit Agreement. The word “person” shall include any individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature, and the word “Premises” shall include any portion of the Premises or interest therein. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase without limitation.

     6.2 Notices. All notices, requests and other communications shall be given in accordance with Section 10.2 of the Credit Agreement.

     6.3 Severability. If any provision of this Mortgage is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

     6.4 Headings. The captions and headings herein are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope of this Mortgage nor the intent of any provision hereof.

     6.5 Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, the lien and security interest granted to the Agent pursuant to this Mortgage and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement.

     6.6 Conflicting Terms.

          (a) In the event of any conflict between the terms and provisions of the Intercreditor Agreement and the terms and provisions of this Mortgage, the terms and provisions of the Intercreditor Agreement shall control and supersede the provisions of this Mortgage with respect to such conflicts other than with respect to Section 6.7.

          (b) In the event of any conflict between the terms and provisions of the Credit Agreement and the terms and provisions of this Mortgage, the terms and provisions of the Credit

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Agreement shall control and supersede the provisions of this Mortgage with respect to such conflicts other than with respect to Section 6.7.

     6.7 Governing Law. This Mortgage shall be governed by and construed in accordance with the internal law of the state in which the Premises are located.

     6.8 Application of the Foreclosure Law. If any provision in this Mortgage shall be inconsistent with any provision of the foreclosure laws of the state in which the Premises are located, the provisions of such laws shall take precedence over the provisions of this Mortgage, but shall not invalidate or render unenforceable any other provision of this Mortgage that can be construed in a manner consistent with such laws.

     6.9 Written Agreement. This Mortgage may not be amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement.

     6.10 Waiver of Jury Trial. Section 10.16 of the Credit Agreement is hereby incorporated by reference.

     6.11 Request for Notice. The Grantor requests a copy of any statutory notice of default and a copy of any statutory notice of sale hereunder be mailed to the Grantor at the address specified in Section 6.2 of this Mortgage.

     6.12 Counterparts. This Mortgage may be executed by one or more of the parties on any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

     6.13 Intentionally Omitted.

     6.14 Release. If any of the Premises shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by the Credit Agreement, then the Agent, at the request of the Grantor, shall execute and deliver to the Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on the Premises. The Grantor shall deliver to the Agent prior to the date of the proposed release, a written request for release identifying the sale or other disposition in reasonable detail, together with a certification by the Grantor stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

     6. 15 State Specific Provisions. In the event of any inconsistencies between this Section 6.15 and any of the other terms and provisions of this Mortgage, the terms and provisions of this Section 6.15 shall control and be binding.

                                                                                                                                                                                                                                                                                                                                                                                        .

     6.16 Amendment and Restatement of Original Mortgage. The Grantor and the Agent acknowledge and agree that this Mortgage is executed for the purpose of amending and restating the Original Mortgage and is not intended to extinguish, release or otherwise discharge the Grantor’s obligations under the Original Mortgage and is not intended to be a novation of the Grantor’s obligations under the Original Mortgage.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the Grantor and the Agent have executed this Mortgage as of the above written date.

GRANTOR:

AGENT:

WACHOVIA BANK, NATIONAL ASSOCIATION,
a national banking association

By:

Name:

Title:

[ADD STATE NOTARY FORMS FOR GRANTOR AND AGENT]

Exhibit A

[Legal Description to be Attached]

EXHIBIT D TO
AMENDED AND RESTATED CREDIT AGREEMENT

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 Capital Administrative Agent

and

WACHOVIA BANK, NATIONAL ASSOCIATION,
as the Term Loan Agent and the Term Loan Administrative Agent

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
as the Control Agent

Dated as of October 20, 2009

TABLE OF CONTENTS

SECTION 1 Definitions	3
1.1 Defined Terms	3
1.2 Terms Generally	18
SECTION 2 Lien Priorities	19
2.1 Scope of Collateral	19
2.2 Priority	19
2.3 Failure to Perfect	21
2.4 Prohibition on Contesting Liens	22
2.5 No New Liens	22
2.6 Similar Liens and Agreements	23
SECTION 3 Enforcement	24
3.1 Enforcement	24
3.2 Actions Upon Breach	30
SECTION 4 Payments	30
4.1 Application of Proceeds	30
4.2 Payment Turnover	32
SECTION 5 Other Agreements	32
5.1 Releases	32
5.2 Insurance	37
5.3 Control Agent for Perfection	38
5.4 Access to Term Loan Priority Collateral	40
5.5 Consent to Limited License	41
SECTION 6 Insolvency or Liquidation Proceedings	42
6.1 Use of Cash Collateral and Financing Issues	42
6.2 Sale Issues	43
6.3 Relief from the Automatic Stay	43
6.4 Adequate Protection	43
6.5 Separate Grants of Security and Separate Classification	44
6.6 Post-Petition Claims	45
6.7 Avoidance Issues	45
6.8 Expense Claims	45
6.9 Effectiveness in Insolvency or Liquidation Proceedings	45
SECTION 7 Reliance; Waivers; Etc.	46
7.1 Non-Reliance	46
7.2 No Warranties or Liability	47
7.3 No Waiver of Lien Priorities	48
7.4 Obligations Unconditional	50
7.5 Certain Notices	50
SECTION 8 Miscellaneous	51
8.1 Conflicts	51

8.2 Effectiveness; Continuing Nature of this Agreement; Severability	51
8.3 Amendments; Waivers	51
8.4 Information Concerning Financial Condition of Company and its Subsidiaries	52
8.5 Subrogation	52
8.6 [Reserved]	52
8.7 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL	53
8.8 Notices	54
8.9 Further Assurances	54
8.10 Designation of Additional Indebtedness; Joinder of Additional Agents	54
8.11 Binding on Successors and Assigns	55
8.12 Specific Performance	55
8.13 Headings	55
8.14 Counterparts	56
8.15 Authorization	56
8.16 No Third Party Beneficiaries	56
8.17 Provisions Solely to Define Relative Rights	56

     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 Administrative Agent”) and its capacity as collateral agent for the Working Capital Lenders referenced below (in such capacity, together with its successors and assigns in such capacity, the “Working Capital Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as control agent for the Working Capital Agent, the Term Loan Agent and any Additional Agent (in such capacity, together with its successors and assigns in such capacity, the “Control Agent”).

RECITALS:

     WHEREAS, certain of the Grantors, the financial institutions from time to time party thereto as lenders (collectively, the “Term Loan Lenders”), the Term Loan Administrative Agent and the Term Loan Agent are parties to that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or modified from time to time, the “Initial Term Loan Credit Agreement”), pursuant to which the Term Loan Lenders shall make a term loan credit facility available to the Company secured by a first priority security interest in certain assets of the Grantors and a second priority security interest in certain other assets of such Grantors;

     WHEREAS, the Grantors, the financial institutions from time to time party thereto as lenders (collectively, the “Working Capital Lenders”), the Working Capital Administrative Agent and the Working Capital Agent are parties to that certain Loan and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or modified from time to time, the “Initial Working Capital Credit Agreement”), pursuant to which the Working Capital Lenders shall make a revolving credit facility available to the Grantors that are borrowers thereunder secured by a first priority security interest in certain assets of the Grantors and a second priority security interest in certain other assets of the Grantors;

     WHEREAS, pursuant to this Agreement, the Company may, from time to time, designate certain additional Indebtedness as “Additional Indebtedness” by executing and delivering the Additional Indebtedness Designation and by complying with the procedures set forth in Section 8.10 hereof, and the holders of such Additional Indebtedness and any other applicable Additional Claimholder shall thereafter constitute Additional Claimholder, and any Additional Agent (as hereinafter defined) for any such Additional Claimholder shall thereafter constitute an Additional Agent, for all purposes under this Agreement; and

     WHEREAS, the Working Capital Agent, for and on behalf of the Working Capital Claimholders, and the Term Loan Agent, for and on behalf of the Term Loan Claimholders, desire to enter into this Agreement to (i) confirm the relative priorities of their respective security interests in the assets and properties of the Grantors, and (ii) provide for the orderly sharing among them, in accordance with such priorities, of the proceeds of such assets and properties upon any foreclosure thereon or other disposition thereof.

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     NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1

DEFINITIONS

     1.1 Defined Terms. As used in the Agreement, the following terms shall have the following meanings:

     “Account” means, as to each Grantor, all present and future rights of such Person to payment of a monetary obligation, whether or not earned by performance, which is not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred, or (d) arising out of the use of a credit or charge card or information contained on or for use with the card.

     “Additional Agent” means any one or more agents, trustees or other representatives for or of any one or more Additional Credit Facility Creditors, and shall include any replacement thereof or successor thereto, as well as any Person designated as an “Agent” under any Additional Credit Facility.

     “Additional Bank Products Affiliate” means any Additional Credit Facility Creditor or any Affiliate of any Additional Credit Facility Creditor that has entered into a Bank Products Agreement with a Grantor with the obligations of such Grantor thereunder being secured by one or more Additional Collateral Documents.

     “Additional Borrower” means any Grantor that incurs or issues Additional Indebtedness.

     “Additional Cap Amount” has the meaning set forth in the definition of Additional Obligations.

     “Additional Claimholders” means, at any relevant time, the holder or holders of Additional Obligations at such time, including without limitation any Additional Credit Facility Creditors, any Additional Bank Products Affiliate and each Additional Agent, and all successors, assigns, transferees and replacements thereof, as well as any Person designated as an “Additional Claimholder” under any Additional Credit Facility; and with respect to any Additional Agent, shall mean the Additional Claimholders for which such Additional Agent acts as Additional Agent.

     “Additional Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Additional Obligations

     “Additional Collateral Disposition” has the meaning set forth in Section 5.1(b)(ii).

     “Additional Collateral Documents” means all “Security Documents” as defined in any Additional Credit Facility, and in any event shall include all security agreements, mortgages, deeds of trust, pledges and other collateral documents executed and delivered in connection with any Additional Credit Facility, and any other agreement, document or instrument pursuant to which a Lien is granted securing any Additional Obligations or under which rights or remedies with respect to such Liens are governed, in each case as the same may be amended, restated, modified or supplemented from time to time.

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     “Additional Collateral Exercise of Remedies” has the meaning set forth in Section 5.1(b)(i).

     “Additional Credit Facilities” means any one or more agreements, instruments and documents under which any Additional Indebtedness is or may be incurred, including without limitation any credit agreements, loan agreements, indentures or other financing agreements, in each case as the same may be amended, modified or supplemented from time to time, together with any other agreement extending the maturity of, consolidating, restructuring, refunding, replacing or refinancing all or any portion of the Additional Obligations, whether by the same or any other lender, debtholder or group of lenders or debtholders, or the same or any other agent, trustee or representative therefor, and whether or not increasing the amount of any Indebtedness that may be incurred thereunder.

     “Additional Credit Facility Creditors” means one or more holders of Additional Indebtedness (or commitments therefor) that is or may be incurred under one or more Additional Credit Facilities.

     “Additional Documents” means any Additional Credit Facilities, any Additional Guarantees, any Additional Collateral Documents, any Bank Products Agreements between any Grantor and any Additional Bank Products Affiliate, those other ancillary agreements as to which any Additional Claimholder is a party or a beneficiary and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of any Grantor or any of its respective Subsidiaries or Affiliates and delivered to any Additional Agent in connection with any of the foregoing or any Additional Credit Facility, and any other document or instrument executed or delivered at any time in connection with any Additional Obligations, including any intercreditor or joinder agreement among holders of Additional Obligations or among holders of Term Loan Obligations and Additional Obligations, in each case as the same may be amended, modified or supplemented from time to time.

     “Additional Effective Date” has the meaning set forth in Section 8.10(b).

     “Additional Guarantees” means any one or more guarantees of any Additional Obligations of any Grantor by any other Grantor in favor of any Additional Claimholder.

     “Additional Indebtedness” means any Additional Specified Indebtedness that (1) is permitted to be secured by a Lien (as defined below) on Collateral by

(a) prior to the Discharge of Working Capital Obligations, Section 10.2 of the Initial Working Capital Credit Agreement (if the Initial Working Capital Credit Agreement is then in effect) or the corresponding negative covenant restricting Liens contained in any other Working Capital Credit Agreement then in effect if the Initial Working Capital Credit Agreement is not then in effect (which covenant is designated in such Working Capital Credit Agreement as applicable for purposes of this definition),

(b) prior to the Discharge of Term Loan Obligations, Section 7.3 of the Initial Term Loan Credit Agreement (if the Initial Term Loan Credit Agreement is then in effect) or the corresponding negative covenant restricting Liens contained in any other Term Loan Credit Agreement then in effect (which covenant is designated in such Term Loan Credit Agreement as applicable for purposes of this definition) and

(c) prior to the Discharge of Additional Obligations, any negative covenant restricting Liens contained in any applicable Additional Credit Facility then in effect (which covenant is designated in such Additional Credit Facility as applicable for purposes of this definition) and

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(2) is designated as “Additional Indebtedness” by the Company pursuant to an Additional Indebtedness Designation and in compliance with the procedures set forth in Section 8.10.

As used in this definition of “Additional Indebtedness”, the term “Lien” shall have the meaning set forth (x) for purposes of the preceding clause (1)(a), prior to the Discharge of Working Capital Obligations, in Section 1 of the Initial Working Capital Credit Agreement (if the Initial Working Capital Credit Agreement is then in effect), or in any other Working Capital Credit Agreement then in effect (if the Initial Working Capital Credit Agreement is not then in effect), (y) for purposes of the preceding clause (1)(b), prior to the Discharge of Term Loan Obligations, in Section 1.1 of the Initial Term Loan Credit Agreement (if the Initial Term Loan Credit Agreement is then in effect), or in any other Term Loan Credit Agreement then in effect, and (z) for purposes of the preceding clause (1)(c), prior to the Discharge of Additional Obligations, in the applicable Additional Credit Facility then in effect.

     “Additional Indebtedness Designation” means a certificate of the Company with respect to Additional Indebtedness substantially in the form of Exhibit A attached hereto

     “Additional Indebtedness Joinder” means a joinder agreement executed by one or more Additional Agents in respect of the Additional Indebtedness subject to an Additional Indebtedness Designation, on behalf of one or more Additional Creditors in respect of such Additional Indebtedness, substantially in the form of Exhibit B attached hereto

     “Additional Specified Indebtedness” means any Indebtedness that is or may from time to time be incurred by any Grantor in compliance with:

(a) prior to the Discharge of Working Capital Obligations, Section 10.3 of the Initial Working Capital Credit Agreement (if the Initial Working Capital Credit Agreement is then in effect) or the corresponding negative covenant restricting Indebtedness contained in any other Working Capital Credit Agreement then in effect if the Initial Working Capital Credit Agreement is not then in effect (which covenant is designated in such Working Capital Credit Agreement as applicable for purposes of this definition),

(b) prior to the Discharge of Term Loan Obligations, Section 7.2 of the Term Credit Agreement (if the Initial Term Loan Credit Agreement is then in effect) or the corresponding negative covenant restricting Indebtedness contained in any other Term Loan Credit Agreement then in effect (which covenant is designated in such Term Loan Credit Agreement as applicable for purposes of this definition) and

(c) any negative covenant restricting Indebtedness contained in any Additional Credit Facility then in effect (which covenant is designated in such Additional Credit Facility as applicable for purposes of this definition).

As used in this definition of “Additional Specified Indebtedness”, the term “Indebtedness” shall have the meaning set forth (x) for purposes of the preceding clause (a), prior to the Discharge of Working Capital Obligations, in Section 1 of the Initial Working Capital Credit Agreement (if the Initial Working Capital Credit Agreement is then in effect), or in any other Working Capital Credit Agreement then in effect (if the Initial Working Capital Credit Agreement is not then in effect), (y) for purposes of the preceding clause (b), prior to the Discharge of Term Loan Obligations, in Section 1.1 of the Initial Term Loan Credit Agreement (if the Initial Term Loan Credit Agreement is then in effect), or in any other Term Loan Credit Agreement then in effect, and (z) for purposes of the preceding clause (c), prior to the Discharge of Additional Obligations, in the applicable Additional Credit Facility then in effect.

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     “Additional Obligations” means any and all loans and all other obligations, liabilities and indebtedness of every kind, nature and description owing by any Grantor whether now existing or hereafter arising, whether arising before, during or after the commencement of any case with respect to any Grantor under the Bankruptcy Code or any other Insolvency or Liquidation Proceeding under (i) any Additional Credit Facilities, (ii) any other Additional Documents and (iii) any Bank Products Agreements with any Additional Agent, any Additional Credit Facility Creditor or any Affiliate of any Additional Credit Facility Creditor; provided that the aggregate principal amount of, without duplication, any term loans, bonds, debentures, notes or similar instruments (excluding, in any event, any Bank Product Debt) issued under any Additional Credit Facility in excess of the amount thereof constituting Additional Specified Indebtedness (the “Additional Debt Cap Amount”), shall not constitute Additional Obligations for purposes of this Agreement. “Additional Obligations” shall include (x) all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) in accordance with the rate specified in the relevant Additional Document and (y) all fees, costs and charges incurred in connection with the Additional Documents and provided for thereunder, in the case of each of clause (x) and clause (y) whether before or after commencement of an Insolvency or Liquidation Proceeding and irrespective of whether any claim for such interest, fees, costs or charges is allowed as a claim in such Insolvency or Liquidation Proceeding.

     “Affiliate” means, with respect to a specified Person, any other Person which directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such Person, and without limiting the generality of the foregoing, includes (a) any Person which beneficially owns or holds ten (10%) percent or more of any class of Voting Stock of such Person or other equity interests in such Person, (b) any Person of which such Person beneficially owns or holds ten (10%) percent or more of any class of Voting Stock or in which such Person beneficially owns or holds ten (10%) percent or more of the equity interests and (c) any director or executive officer of such Person. For the purposes of this definition, the term “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by agreement or otherwise.

     “Agent” means the Working Capital Agent, the Term Loan Agent or any Additional Agent, as applicable.

     “Agent Parties” means (i) prior to the Discharge of Term Loan Obligations, the Term Loan Agent, (ii) prior to the Discharge of Working Capital Obligations, the Working Capital Agent and (iii) prior to the Discharge of Additional Obligations, any Additional Agent.

     “Aggregate Principal Exposure” means the aggregate principal amount of, without duplication, any issued but undrawn letters of credit, any reimbursement obligations for drawn letters of credit, term loans, revolving loans, bonds, debentures, notes or similar instruments (excluding, in any event, Bank Product Debt) issued under the Working Capital Credit Documents, the Term Loan Credit Documents, or any Additional Credit Facility and related applicable Additional Documents, as applicable.

     “Agreement” means this Agreement, as amended, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

     “Bank Products Agreement” means (x) any agreement pursuant to which a bank or other financial institution agrees to provide any of the following products, services or facilities extended to any Grantor by any Claimholder or any of its Affiliates: (a) Cash Management Services; (b) commercial

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credit card and merchant card services; and (c) other banking products or services as may be requested by any Grantor, other than letters of credit, and (y) any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), entered into between any Grantor and any Claimholder or any of its Affiliates, and any confirmation executed in connection with any such agreement or arrangement.

     “Bank Product Debt” of any Person means any obligation of such Person pursuant to any Bank Products Agreement.

     “Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

     “Bankruptcy Law” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     “Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required to close under the laws of the State of New York, and a day on which the Control Agent is open for the transaction of business.

     “Capital Lease” means, as applied to any Person, any lease of (or any agreement conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee which in accordance with GAAP, is required to be reflected as a liability on the balance sheet of such Person.

     “Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person’s capital stock or partnership, limited liability company or other equity interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests (but excluding any debt security that is exchangeable for or convertible into such capital stock).

     “Cash Management Services” means any services provided from time to time to the Grantors in connection with operating, collections, payroll, trust, or other depository or disbursement accounts or otherwise consisting of treasury or cash management services, including automated clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, return item, netting, overdraft and/or wire transfer services.

     “Certificated Security” has the meaning set forth in the UCC.

“Chattel Paper” has the meaning set forth in the UCC.

     “Claimholders” means the Term Loan Claimholders, the Working Capital Claimholders and any Additional Claimholders.

     “Collateral” means all of the assets and property of any Grantor, whether tangible or intangible, constituting both Working Capital Collateral and Term Loan Collateral.

     “Commercial Tort Claim” has the meaning set forth in the UCC.

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     “Company” has the meaning set forth in the introductory paragraph of this Agreement.

     “Control Collateral” means any Collateral consisting of any Certificated Security, Instrument, Investment Property, Deposit Accounts and cash.

     “Controlled Account” means those certain Deposit Accounts of any Grantor subject to Liens under the terms of the Working Capital Collateral Documents and the Term Loan Collateral Documents.

     “Credit Agreement” means the Term Loan Credit Agreement, the Working Capital Credit Agreement or any Additional Credit Facility, as applicable.

     “Credit Documents” means the Term Loan Credit Documents, the Working Capital Credit Documents and any Additional Documents.

     “Customer Contracts” means all contracts for the provision of goods or services by any Grantor to any Person or by any Person to any Grantor.

     “Deposit Accounts” has the meaning set forth in the UCC.

     “DIP Financing” has the meaning set forth in Section 6.1.

     “Discharge of Additional Obligations” means, if any Indebtedness shall at any time have been incurred under any Additional Credit Facility, (i) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in whole or in part in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under all Additional Credit Facilities and any other Additional Documents and termination of all commitments to lend or otherwise extend credit (if any) under all Additional Credit Facilities and other Additional Documents, other than pursuant to any Refinancing through the incurrence of Indebtedness designated as Additional Indebtedness by the Company, and (ii) payment in full in cash of all other Additional Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including legal fees and other expenses, costs or charges accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such Insolvency or Liquidation Proceeding), and (iii) termination or cash collateralization (in an amount reasonably satisfactory to the Term Loan Administrative Agent) of any Bank Products Agreement (to the extent obligations under such Bank Products Agreement constitute applicable Additional Obligations) and the payment in full in cash of all Bank Product Debt (to the extent such Bank Product Debt constitutes Additional Obligations), subject, with respect to the aggregate principal amount of the relevant items set forth in the foregoing clauses (i) and (ii), to the limitations set forth in the definition of Additional Cap Amount.

     “Discharge of Obligations” means a Discharge of Term Loan Obligations, a Discharge of Working Capital Obligations, or a Discharge of Additional Obligations, as applicable.

     “Discharge of Term Loan Obligations” means (i) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in whole or in part in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the Term Loan Credit Documents and termination of all commitments to lend or otherwise extend credit (if

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any) under the Term Loan Credit Documents, other than pursuant to any Refinancing under a Term Loan Credit Agreement designated as a Term Loan Credit Agreement by the Company, and (ii) payment in full in cash of all other Term Loan Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including legal fees and other expenses, costs or charges accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such Insolvency or Liquidation Proceeding), and (iii) termination or cash collateralization (in an amount reasonably satisfactory to the Term Loan Administrative Agent) of any Bank Products Agreement (to the extent obligations under such Bank Products Agreement constitute Term Loan Obligations) and the payment in full in cash of all Bank Product Debt (to the extent such Bank Product Debt constitutes Term Loan Obligations), subject, with respect to the aggregate principal amount of the relevant items set forth in the foregoing clauses (i) and (ii), to the limitations set forth in the definition of TL Cap Amount.

     “Discharge of Working Capital Obligations” means (i) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in whole or in part in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the Working Capital Credit Documents and termination of all commitments to lend or otherwise extend credit under the Working Capital Credit Documents, other than pursuant to any Refinancing under a Working Capital Credit Agreement designated as a Working Capital Credit Agreement by the Company, (ii) payment in full in cash of all other Working Capital Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including legal fees and other expenses, costs or charges accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in whole or in part in such Insolvency or Liquidation Proceeding), (iii) the payment in full in cash of cash collateral, or at Working Capital Agent’s option, the delivery to Working Capital Agent of a letter of credit payable to Working Capital Agent, in either case in accordance with the terms of the Working Capital Credit Documents in respect of (A) letters of credit, banker’s acceptances or similar instruments issued under the Working Capital Credit Documents (in an amount equal to one hundred three (103%) percent of the amount of such letters of credit, banker’s acceptance or similar instruments) and (B) continuing obligations of Working Capital Agent and Working Capital Lenders under control agreements and other contingent Working Capital Obligations for which a claim or demand for payment has been made at such time (including attorneys’ fees and legal expenses) to any Working Capital Claimholders for which such Working Capital Claimholder is entitled to indemnification by any Grantor, (iv) termination or cash collateralization (in an amount reasonably satisfactory to the Working Capital Administrative Agent) of any Bank Products Agreement (to the extent that the obligations under such Bank Products Agreement constitutes Working Capital Obligations) and the payment in full in cash of all Bank Product Debt (to the extent such Bank Product Debt constitutes Working Capital Obligations), subject, with respect to the aggregate principal amount of the relevant items set forth in the foregoing clauses (i), (ii) and (iii)(A), to the limitations set forth in the definition of Maximum Working Capital Obligations.

     “Documents” has the meaning set forth in the UCC.

     “Domestic Subsidiaries” shall mean, with respect to any Person, any Subsidiary of such Person which is incorporated or organized under the laws of any state of the United States or the District of Columbia.

     “Equipment” has the meaning set forth in the UCC, including all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal property (other than

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Inventory), and all parts, accessories and special tools therefor, and accessions thereto.

     “Event of Default” has the meaning set forth in (a) prior to the Discharge of Working Capital Obligations, the Working Capital Credit Agreement, (b) prior to the Discharge of Term Loan Obligations, the Term Loan Credit Agreement and (c) prior to the Discharge of Additional Obligations, any applicable Additional Credit Facility then in effect.

     “Excess Additional Obligations Principal Exposure” has the meaning set forth in Section 2.2(e).

     “Excess Term Loan Principal Exposure” has the meaning set forth in Section 2.2(d).

     “Excess Working Capital Principal Exposure” has the meaning set forth in Section 2.2(c).

     “Financial Asset” has the meaning set forth in the UCC.

     “Fixture” has the meaning set forth in the UCC.

     “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

     “General Intangible” has the meaning set forth in the UCC.

     “Goods” has the meaning set forth in the UCC.

     “Grantors” has the meaning set forth in the introductory paragraph of this Agreement.

     “Indebtedness” means, with respect to any Person, any liability, whether or not contingent, (a) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments; (b) representing the balance deferred and unpaid of the purchase price of any property or services (other than an account payable to a trade creditor (whether or not an Affiliate) incurred in the ordinary course of business of such Person); (c) all obligations as lessee under leases which have been, or should be, in accordance with GAAP recorded as Capital Leases; (d) any contractual obligation, contingent or otherwise, of such Person to pay or be liable for the payment of any indebtedness described in this definition of another Person, including, without limitation, any such indebtedness, directly or indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise acquire such indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof, or to maintain solvency, assets, level of income, or other financial condition; (e) all obligations with respect to redeemable stock and redemption or repurchase obligations under any Capital Stock or other equity securities issued by such Person; (f) all reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for such Person’s account; (g) all indebtedness of such Person in respect of indebtedness of another Person for borrowed money or indebtedness of another Person otherwise described in this definition which is secured by any consensual lien, security interest, collateral assignment, conditional sale, mortgage, deed of trust, or other

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encumbrance on any asset of such Person, whether or not such obligations, liabilities or indebtedness are assumed by or are a personal liability of such Person, all as of such time; (h) all obligations, liabilities and indebtedness of such Person (marked to market) arising under swap agreements, cap agreements and collar agreements and other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency or commodity values; (i) all obligations owed by such Person under license agreements with respect to non-refundable, advance or minimum guarantee royalty payments; (j) indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer to the extent such Person is liable therefor as a result of such Person’s ownership interest in such entity, except to the extent that the terms of such indebtedness expressly provide that such Person is not liable therefor or such Person has no liability therefor as a matter of law and (k) the principal and interest portions of all rental obligations of such Person under any synthetic lease or similar off-balance sheet financing where such transaction is considered to be borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP.

     “Initial Working Capital Credit Agreement” has the meaning set forth in the recitals hereto.

     “Initial Term Loan Credit Agreement” has the meaning set forth in the recitals hereto.

     “Insolvency or Liquidation Proceeding” means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other Bankruptcy Law or insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

     “Instrument” has the meaning set forth in the UCC.

     “Investment Property” has the meaning set forth in the UCC.

     “Inventory” has the meaning set forth in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in the Company’s business (but excluding Equipment).

“Letter of Credit Rights” has the meaning set forth in the UCC.

     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

     “Limited License” has the meaning set forth in Section 5.5.

     “Maximum Working Capital Obligations” has the meaning set forth in the definition of Working Capital Obligations.

     “Non-Priority Agent” means, with respect to the Working Capital Priority Collateral, the Term

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Loan Agent and any Additional Agent, as applicable, and, with respect to the Term Loan Priority Collateral, the Working Capital Agent.

     “Non-Priority Claimholders” means, with respect to the Working Capital Priority Collateral, the Term Loan Claimholders or the applicable Additional Claimholders, as applicable, and, with respect to the Term Loan Priority Collateral, the Working Capital Claimholders.

     “Obligations” means Term Loan Obligations, the Working Capital Obligations or any Additional Obligations, as applicable.

     “Ordinary Course of Business” means the ordinary course of business of the Company or Subsidiaries, consistent with past practices and undertaken in good faith (and not for the purpose of evading any provision of a Credit Document).

“Payment Intangibles” has the meaning set forth in the UCC.

     “Person” means any individual, sole proprietorship, partnership, corporation (including any corporation which elects subchapter S status under the Internal Revenue Code of 1986), limited liability company, limited liability partnership, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity or any government or any agency or instrumentality or political subdivision thereof.

     “Priority Agent” means, with respect to the Working Capital Priority Collateral, the Working Capital Agent, and, with respect to the Term Loan Priority Collateral, the Term Loan Representative. The Term Loan Representative’s constituents (for purposes of Section 5.3, Section 5.4 and Section 6.1) shall be all Claimholders who are Priority Claimholders with respect to the Term Loan Priority Collateral or (after the Discharge of Working Capital Obligations) the Collateral.

     “Priority Claimholders” means, with respect to the Working Capital Priority Collateral, the Working Capital Claimholders, and, with respect to the Term Loan Priority Collateral, the Term Loan Claimholders and any Additional Claimholders, as applicable.

     “Priority Collateral” means, with respect to the Working Capital Agent and the other Working Capital Claimholders, the Working Capital Priority Collateral, and, with respect to the Term Loan Agent and the other Term Loan Claimholders and any Additional Agent and any other Additional Claimholders, the Term Loan Priority Collateral, as applicable.

     “Proceeds” has the meaning set forth in the UCC.

     “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “Protective Advances” means loans made under the Working Capital Credit Agreement by the Working Capital Agent, that, in the exercise of its reasonable business judgment, the Working Capital Agent deems the funding of such loan to be necessary (i) to preserve or protect the Working Capital Priority Collateral or any portion thereof, (ii) to enhance the likelihood, or increase the amount, of repayment of the Working Capital Obligations or (iii) to pay any other amount chargeable to Grantors pursuant to the terms of the Working Capital Credit Agreement, including costs, fees and expenses, all of which loans shall be deemed part of the Working Capital Obligations and secured by the Collateral.

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     “Recovery” has the meaning set forth in Section 6.7.

     “Refinance” means, in respect of any Indebtedness, to refinance, replace or repay, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness (whether such refinancing, replacement or repayment or issuance occurs concurrently with the repayment of such Indebtedness or after any lapse of time during which there may not exist any such Indebtedness). “Refinanced” and “Refinancing” shall have correlative meanings.

     “Requisite Lenders” means Additional Claimholders and/or Term Loan Claimholders holding, in the aggregate, in excess of 50% of the aggregate principal amount of the Additional Obligations and the Term Loan Obligations; provided that, if the matter being consented to or the action being taken by the Term Loan Representative is the subordination of Liens to other Liens, the consent to DIP Financing, or the consent to a sale of all or substantially all of the Term Loan Priority Collateral or (after the Discharge of Working Capital Obligations) all or substantially all of the Collateral, then “Requisite Lenders” means those Claimholders necessary to validly consent to the requested action in accordance with the applicable Term Loan Documents and Additional Loan Documents.

     “Subsidiary” means, with respect to any Person, any corporation, limited liability company, limited liability partnership or other limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Capital Stock or other interests entitled to vote in the election of the board of directors of such corporation (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), managers, trustees or other controlling persons, or an equivalent controlling interest therein, of such Person is, at the time, directly or indirectly, owned by such Person and/or one or more subsidiaries of such Person.

“Supporting Obligations” has the meaning set forth in the UCC.

     “Term Loan Administrative Agent” has the meaning set forth in the introductory paragraph of this Agreement and including any replacement or successor agent whether under the Initial Term Loan Credit Agreement or any subsequent Term Loan Credit Agreement.

     “Term Loan Agent” has the meaning set forth in the introductory paragraph of this Agreement and including any replacement or successor agent whether under the Initial Term Loan Credit Agreement or any subsequent Term Loan Credit Agreement.

     “Term Loan Claimholders” means, at any relevant time, the holders of Term Loan Obligations at such time, including without limitation the Term Loan Lenders and any agent under the Term Loan Credit Agreement.

     “Term Loan Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Term Loan Obligations.

     “Term Loan Collateral Disposition” has the meaning set forth in Section 5.1(a)(ii).

     “Term Loan Collateral Documents” means the Security Documents (as defined in the Term Loan Credit Agreement as amended from time to time) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Term Loan Obligations or under which rights or remedies with respect to such Liens are governed.

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     “Term Loan Collateral Exercise of Remedies” has the meaning set forth in Section 5.1(a)(i).

     “Term Loan Credit Agreement” means (i) the Initial Term Loan Credit Agreement and (ii) if designated by the Company, any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, increase (subject to the limitations set forth herein), or Refinance in whole or in part the indebtedness and other obligations outstanding under the (x) Initial Term Loan Credit Agreement or (y) any subsequent Term Loan Credit Agreement (as amended, restated, supplemented or modified from time to time); provided, that the lenders party to such Term Loan Credit Agreement shall agree, by a joinder agreement substantially in the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Working Capital Agent, that the obligations under such Term Loan Credit Agreement are subject to the terms and provisions of this Agreement. Any reference to the Term Loan Credit Agreement hereunder shall be deemed a reference to any Term Loan Credit Agreement then in existence.

     “Term Loan Credit Documents” means the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement as amended from time to time) and each of the other agreements, documents and instruments providing for or evidencing any other Term Loan Obligation, and any other document or instrument executed or delivered at any time in connection with any Term Loan Obligations, including any intercreditor or joinder agreement among holders of Term Loan Obligations or among holders of Term Loan Obligations and Additional Obligations, to the extent such are effective at the relevant time, as each may be modified from time to time.

     “Term Loan Lenders” means any “Lender”, as defined in the Term Loan Credit Agreement, and including, in the case of Bank Products Agreements, Affiliates of Term Loan Lenders who are parties to Bank Products Agreements with any Grantor.

     “Term Loan Obligations” means any and all loans and all other obligations, liabilities and indebtedness of every kind, nature and description owing by any Grantor whether now existing or hereafter arising, whether arising before, during or after the commencement of any case with respect to any Grantor under the Bankruptcy Code or any other Insolvency or Liquidation Proceeding under (i) the Term Loan Credit Agreement, (ii) the other Term Loan Credit Documents and (iii) any Bank Products Agreement entered into with any Person who at the time of entry into such agreement is either the Term Loan Agent, the Term Loan Administrative Agent, any Term Loan Lender or any Affiliate of a Term Loan Lender; provided that the aggregate principal amount of, without duplication, any term loans, bonds, debentures, notes or similar instruments (excluding, in any event, any Bank Product Debt) issued under the Term Loan Credit Agreement or any other Term Loan Credit Document (or any Refinancing thereof) in excess of (x) at all times prior to the funding of the Additional Term Loans (as such term is defined in the Term Loan Credit Agreement in effect as of the date hereof), $171,000,000, and (y) at all times after the funding of the Additional Term Loans, the sum of $171,000,000 plus the product of (i) 114% times (ii) the amount actually funded under the Additional Term Loans in an amount not to exceed the maximum amount of Incremental Term Loans permitted by the Term Loan Credit Agreement in effect as of the date hereof (the “TL Cap Amount”), shall not constitute Term Loan Obligations for purposes of this Agreement. “Term Loan Obligations” shall include (x) all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) in accordance with the rate specified in the relevant Term Loan Credit Document and (y) all fees, costs and charges incurred in connection with the Term Loan Credit Documents and provided for thereunder, in the case of each of clause (x) and clause (y) whether before or after commencement of an Insolvency or Liquidation Proceeding and irrespective of whether any claim for such interest, fees, costs or charges is allowed as a claim in such Insolvency or Liquidation Proceeding. To the extent that the principal balance of

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obligations owing under the Term Loan Credit Agreement or any other Term Loan Credit Document exceeds the TL Cap Amount, the excess shall be attributed entirely to the portion of Term Loan Obligations that causes the TL Cap Amount to be exceeded.

     “Term Loan Priority Collateral” means all of the present and future assets and Property of the Company and any other Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Term Loan Obligations, that do not constitute Working Capital Priority Collateral, including without limitation:

     (a) all of the Capital Stock of each of the present and future Subsidiaries of the Company;

     (b) all of the following present and future Property of the Company and each other Grantor:

     (i) all present and future patents and patent license rights, trademarks and trademark license rights, copyrights and copyright license rights, trade secrets and processes and other intellectual property;

     (ii) all present and future machinery and other Equipment, real Property (whether owned or leased), Fixtures, Financial Assets, Investment Property and Commercial Tort Claims;

     (iii) the TL Deposit Account (to the extent any Grantor has rights therein) and all cash from time to time on deposit in the TL Deposit Account (to the extent any Grantor has rights therein);

     (iv) Chattel Paper, Documents and Instruments; and

     (v) General Intangibles and other contract rights, including any indemnification rights; and

     (c) all Proceeds (including, without limitation, insurance proceeds) and products of the Property and assets described in the foregoing clauses (a) and (b).

     “Term Loan Representative” means the Term Loan Agent acting at the direction of the Requisite Lenders, unless the principal amount of Additional Obligations under any Additional Credit Facility exceeds the principal amount of Term Loan Obligations under the Term Loan Facility, and in such case, the Additional Agent under such Additional Credit Facility (or, if there is more than one such Additional Credit Facility, the Additional Credit Facility under which the greatest principal amount of Additional Obligations is outstanding at the time) acting at the direction of the Requisite Lenders.

     “TL Cap Amount” has the meaning set forth in the definition of Term Loan Obligations.

     “TL Deposit Account” means that certain segregated Deposit Account of the Company created on or after the date hereof to hold the proceeds of Term Loan Priority Collateral, together with any replacement or similar deposit account created to serve such purpose.

     “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

     “Voting Stock” means, with respect to any Person, (a) one (1) or more classes of Capital Stock of such Person having general voting powers to elect at least a majority of the board of directors, managers

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or trustees of such Person, irrespective of whether at the time Capital Stock of any other class or classes have or might have voting power by reason of the happening of any contingency, and (b) any Capital Stock of such Person convertible or exchangeable without restriction at the option of the holder thereof into Capital Stock of such Person described in clause (a) of this definition.

     “Working Capital Administrative Agent” has the meaning set forth in the introductory paragraph of this Agreement and including any replacement or successor agent whether under the Initial Working Capital Credit Agreement or any subsequent Working Capital Credit Agreement.

     “Working Capital Agent” has the meaning set forth in the introductory paragraph of this Agreement and including any replacement or successor agent whether under the Initial Working Capital Credit Agreement or any subsequent Working Capital Credit Agreement.

     “Working Capital Claimholders” means, at any relevant time, the holders of Working Capital Obligations at such time, including without limitation the Working Capital Lenders and any agent under the Working Capital Credit Agreement, and including, in the case of Bank Products Agreements, Affiliates of Working Capital Lenders who are parties to Bank Products Agreements with any Grantor.

     “Working Capital Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Working Capital Obligations.

     “Working Capital Collateral Disposition” has the meaning set forth in Section 5.1(d)(ii).

     “Working Capital Collateral Documents” means the Security Documents (as defined in the Working Capital Credit Agreement as amended from time to time) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Working Capital Obligations or under which rights or remedies with respect to such Liens are governed.

     “Working Capital Collateral Exercise of Remedies” has the meaning set forth in Section 5.1(d)(i).

     “Working Capital Credit Agreement” means (i) the Initial Working Capital Credit Agreement and (ii) if designated by the Company, any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, increase (subject to the limitations set forth herein), or Refinance in whole or in part the indebtedness and other obligations outstanding under the (x) Initial Working Capital Credit Agreement or (y) any subsequent Working Capital Credit Agreement (as amended, restated, supplemented or modified from time to time); provided, that the lenders party to such Working Capital Credit Agreement shall agree, by a joinder agreement substantially in the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Term Loan Agent, that the obligations under such Working Capital Credit Agreement are subject to the terms and provisions of this Agreement.. Any reference to the Working Capital Credit Agreement hereunder shall be deemed a reference to any Working Capital Credit Agreement then in existence.

     “Working Capital Credit Documents” means the Working Capital Credit Agreement and the other Financing Agreements (as defined in the Working Capital Credit Agreement as amended from time to time) and each of the other agreements, documents and instruments providing for or evidencing any other Working Capital Obligation, and any other document or instrument executed or delivered at any time in connection with any Working Capital Obligations, including any intercreditor or joinder

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agreement among holders of Working Capital Obligations, to the extent such are effective at the relevant time, as each may be modified from time to time.

     “Working Capital General Intangibles” means all General Intangibles (including, without limitation, (i) payment intangibles, (ii) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account, (iii) choses in action, causes of action, or other rights and claims against carriers, shippers, processors, warehouses, bailees, custom brokers, freight forwarders, or other third parties at any time in possession of, or using, any of the other Working Capital Priority Collateral or any sellers of any other Working Capital Priority Collateral, (iv) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (v) agreements or arrangements with sales agents, distributors or the like and/or consignees, warehouses or other third persons in possession of Inventory, (vi) guaranty or warranty claims with respect to Accounts or Inventory, (vii) rights to indemnification and proceeds thereof, and (viii) commercial tort claims) of a Grantor that arise from, in respect of or constitute proceeds of, any of the Accounts or other specifically enumerated types of Working Capital Priority Collateral.

     “Working Capital Lenders” means any “Lender” as such term is defined in the Working Capital Credit Agreement.

     “Working Capital Obligations” means any and all loans, letter of credit obligations and all other obligations, liabilities and indebtedness of every kind, nature and description owing by any Grantor whether now existing or hereafter arising, whether arising before, during or after the commencement of any case with respect to any Grantor under the Bankruptcy Code or any other Insolvency or Liquidation Proceeding under (i) the Working Capital Credit Agreement, (ii) the other Working Capital Credit Documents and (iii) any Bank Products Agreement entered into with any Person who at the time of entry into such agreement is either the Working Capital Agent, the Working Capital Administrative Agent, the Working Capital Lenders or any Affiliate of the Working Capital Lenders; provided that, the aggregate principal amount of, without duplication, any revolving credit commitments, revolving credit loans, letters of credit, term loans, bonds, debentures, notes or similar instruments (excluding, in any event, Bank Product Debt and Protective Advances) issued under the Working Capital Credit Agreement or any other Working Capital Credit Document (or any Refinancing thereof) in excess of the lesser of (x) the sum of the Maximum Credit (as such term is defined in the Working Capital Credit Agreement in effect as of the date hereof) as then in effect in accordance with the terms of the Working Capital Credit Agreement plus fourteen (14%) percent thereof or (y) $200,000,000 (the “Maximum Working Capital Obligations”), shall not constitute Working Capital Obligations for purposes of this Agreement. “Working Capital Obligations” shall include (x) all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) in accordance with the rate specified in the relevant Working Capital Credit Document and (y) all fees, costs and charges incurred in connection with the Working Capital Credit Documents and provided for thereunder, in the case of each of clause (x) and clause (y) whether before or after commencement of an Insolvency or Liquidation Proceeding and irrespective of whether any claim for such interest, fees, costs or charges is allowed as a claim in such Insolvency or Liquidation Proceeding.

     “Working Capital Priority Collateral” means all of the following present and future assets and Property of the Company and any other Grantor with respect to which a Lien is granted as security for any Working Capital Obligations:

     (a) (i) Accounts (other than Accounts or other payment obligations constituting the proceeds of Term Loan Priority Collateral);

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     (ii) Inventory;

     (iii) Chattel Paper, Instruments, Documents, in each case only to the extent relating to Accounts (other than Accounts or other payment obligations constituting the proceeds of Term Loan Priority Collateral), Inventory or other specifically enumerated types of Working Capital Priority Collateral;

     (iv) Working Capital General Intangibles;

     (v) Deposit Accounts (other than the TL Deposit Account);

     (vi) cash and investment property (other than the TL Deposit Account, the stock of subsidiaries or Proceeds of the Term Loan Priority Collateral), including all monies, deposits and balances held in or for deposit in or otherwise attributable to any lockboxes or deposit accounts established or used by any Grantor in connection with the financing arrangements with Working Capital Agent and Working Capital Lenders for the handling of collections of any of the Accounts or any of the other Working Capital Priority Collateral of Borrower, or any other deposit account, investment account or other account at any depository or other institution and including any investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts), other than the TL Deposit Account or any of the same held in the TL Deposit Account or constituting the stock of subsidiaries of a Grantor;

     (vii) Letter-of-Credit Rights and Supporting Obligations in respect of Inventory, Accounts (other than Accounts or other payment obligations constituting the proceeds of Term Loan Priority Collateral) or other specifically enumerated types of Working Capital Priority Collateral;

     (viii) books and records and accounting systems relating to Accounts, Inventory or other specifically enumerated types of Working Capital Priority Collateral including, without limitation, invoices, purchase order, ledger cards, shipping evidence, statements, correspondence, memoranda, customer lists, credit files and other data, in each case relating to any of the other Working Capital Priority Collateral or any account debtor, together with the tapes, software, disks, diskettes and other data and media storage devices;

     (ix) Customer Contracts;

     (x) tax refunds (other than any 2009 Tax Refunds (as defined in the Term Loan Credit Agreement));

     (xi) any Bank Products Agreements consisting of hedge agreements; and

     (b) all Proceeds (including, without limitation, insurance proceeds) and products of the Property described in the foregoing clause (a).

     1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to

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have the same meaning and effect as the word “shall”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Exhibits or Sections shall be construed to refer to Exhibits or Sections of this Agreement and (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 2

LIEN PRIORITIES

     2.1 Scope of Collateral. The Working Capital Agent, for and on behalf of the Working Capital Claimholders, hereby acknowledges that (a) the Term Loan Agent, for and on behalf of the Term Loan Claimholders, has been granted Liens upon all of the Collateral pursuant to the Term Loan Credit Documents to secure the Term Loan Obligations and (b) upon compliance with Section 8.10 of this Agreement, any Additional Agent, for and on behalf of the applicable Additional Claimholders, will have been granted Liens upon all of the Collateral pursuant to the applicable Additional Documents to secure the applicable Additional Obligations. The Term Loan Agent, for and on behalf of the Term Loan Claimholders, hereby acknowledges that (a) the Working Capital Agent, for and on behalf of the Working Capital Claimholders, has been granted Liens upon all of the Collateral pursuant to the Working Capital Credit Documents to secure the Working Capital Obligations and (b) upon compliance with Section 8.10 of this Agreement, any Additional Agent, for and on behalf of the applicable Additional Claimholders, will have been granted Liens upon all of the Collateral pursuant to the applicable Additional Documents to secure the applicable Additional Obligations. Each Additional Agent, for and on behalf of the applicable Additional Claimholders, hereby acknowledges that (a) the Working Capital Agent, for and on behalf of the Working Capital Claimholders, has been granted Liens upon all of the Collateral pursuant to the Working Capital Credit Documents to secure the Working Capital Obligations, (b) the Term Loan Agent, for and on behalf of the Term Loan Claimholders, has been granted Liens upon all of the Collateral pursuant to the Term Loan Credit Documents to secure the Term Loan Obligations and (c) any other Additional Agent, for and on behalf of the applicable Additional Claimholders, will have been granted Liens upon all of the Collateral pursuant to the applicable Additional Documents to secure the applicable Additional Obligations

     2.2 Priority.

     (a) Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien in favor of any Claimholder in any Working Capital Priority Collateral, and notwithstanding any conflicting terms or conditions which may be contained in any of the Credit Documents, subject to Section 2.2(c), (x) the Liens upon the Working Capital Priority Collateral securing the Working Capital Obligations shall have priority over the Liens upon the Working Capital Priority Collateral securing the Term Loan Obligations and any Additional Obligations and such Liens upon the Working Capital Priority Collateral securing the Term Loan Obligations and any Additional Obligations are and shall be junior and subordinate to the Liens upon the Working Capital Priority Collateral securing the Working Capital Obligations in all respects, (y) the Liens upon the Working Capital Priority Collateral securing the Term Loan

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Obligations shall in all respects be pari passu and equal in priority with any Liens upon the Working Capital Priority Collateral securing any Additional Obligations and (z) except as may be separately otherwise agreed by and between or among any applicable Additional Agents, any Liens upon the Working Capital Priority Collateral securing any applicable Additional Obligations shall in all respects be pari passu and equal in priority with any Liens upon the Working Capital Collateral securing any other Additional Obligations.

     (b) Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien in favor of any Claimholder in any Term Loan Priority Collateral, and notwithstanding any conflicting terms or conditions which may be contained in any of the Credit Documents, subject to Section 2.2(d), (x) the Liens upon the Term Loan Priority Collateral securing the Term Loan Obligations and any Additional Obligations shall have priority over the Liens upon the Term Loan Priority Collateral securing the Working Capital Obligations and such Liens upon the Term Loan Priority Collateral securing the Working Capital Obligations are and shall be junior and subordinate to the Liens upon the Term Loan Priority Collateral securing the Term Loan Obligations and any Additional Obligations in all respects, (y) the Liens upon the Term Loan Priority Collateral securing the Term Loan Obligations shall in all respects be pari passu and equal in priority with any Liens upon the Term Loan Priority Collateral securing any Additional Obligations and (z) except as may be separately otherwise agreed by and between or among any applicable Additional Agents, any Liens upon the Term Loan Priority Collateral securing any applicable Additional Obligations shall in all respects be pari passu and equal in priority with any Liens upon the Term Loan Priority Collateral securing any other Additional Obligations.

     (c) Notwithstanding the foregoing clauses (a) and (b) or anything else in this Agreement to the contrary, the Aggregate Principal Exposure of extensions of credit made by the Working Capital Lenders to any of the Grantors that exceed the Maximum Working Capital Obligations (such excess amount, the “Excess Working Capital Principal Exposure”) shall not be considered Working Capital Obligations for purposes of the Lien priority set forth in Section 2.2(a) above with respect to the Working Capital Priority Collateral. To the extent provided under the Working Capital Credit Documents, all such Excess Working Capital Principal Exposure shall continue to be secured by the Collateral (including without limitation the Working Capital Priority Collateral); provided, that to the extent that the Liens on the Working Capital Priority Collateral secure such Excess Working Capital Principal Exposure, such Liens shall be junior and subordinate to the Liens on the Working Capital Priority Collateral securing the Term Loan Obligations (other than any Excess Term Loan Principal Exposure) and any Additional Obligations (other than any Excess Additional Obligations Principal Exposure).

     (d) Notwithstanding the foregoing clauses (a) and (b) or anything else in this Agreement to the contrary, the Aggregate Principal Exposure of extensions of credit made by Term Loan Lenders to any of the Grantors that exceed the TL Cap Amount (such excess amount, the “Excess Term Loan Principal Exposure”) shall not be considered Term Loan Obligations for purposes of the Lien priority set forth in Section 2.2(b) above with respect to the Term Loan Priority Collateral and Section 2.2(a)(y) above with respect to the Working Capital Priority Collateral. To the extent provided under the Term Loan Credit Documents, all such Excess Term Loan Principal Exposure shall continue to be secured by the Collateral (including without limitation the Term Loan Priority Collateral); provided, that (x) to the extent that the Liens on the Term Loan Priority Collateral secure such Excess Term Loan Principal Exposure, such Liens shall be junior and subordinate to the Liens on the Term Loan Priority Collateral securing the

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Working Capital Obligations (other than any Excess Working Capital Principal Exposure) and any Additional Obligations (other than any Excess Additional Obligations Principal Exposure) and (y) to the extent that the Liens on the Working Capital Priority Collateral secure such Excess Term Loan Principal Exposure, such Liens shall be junior and subordinate to the Liens on the Working Capital Priority Collateral securing any Additional Obligations (other than any Excess Additional Obligations Principal Exposure) and any Excess Working Capital Principal Exposure

     (e) Notwithstanding the foregoing clauses (a) and (b) or anything else in this Agreement to the contrary, the Aggregate Principal Exposure of extensions of credit made by any applicable Additional Credit Facility Creditors to any of the Grantors under the applicable Additional Credit Facility and other related applicable Additional Documents that exceed the Additional Cap Amount (such excess amount, the “Excess Additional Obligations Principal Exposure”) shall not be considered Additional Obligations for purposes of the Lien priority set forth in Section 2.2(b) above with respect to the Term Loan Priority Collateral and Sections 2.2(a)(y) and 2.2(a)(z) above with respect to the Working Capital Priority Collateral. To the extent provided under such Additional Credit Facility and other related applicable Additional Documents, all such Excess Additional Obligations Principal Exposure shall continue to be secured by the Collateral (including without limitation the Term Loan Priority Collateral); provided, that (x) to the extent that the Liens on the Term Loan Priority Collateral secure such Excess Additional Obligations Principal Exposure, such Liens shall be junior and subordinate to the Liens on the Term Loan Priority Collateral securing the Working Capital Obligations (other than any Excess Working Capital Principal Exposure), the Term Loan Obligations (other than any Excess Term Loan Principal Exposure) and any other Additional Obligations (other than any applicable Excess Additional Obligations Principal Exposure in respect of such other Additional Obligations) and (y) to the extent that the Liens on the Working Capital Priority Collateral secure such Excess Additional Obligations Principal Exposure, such Liens shall be junior and subordinate to the Liens on the Working Capital Priority Collateral securing the Term Loan Obligations (other than any Excess Term Loan Principal Exposure) and any other Additional Obligations (other than any applicable Excess Additional Obligations Principal Exposure in respect of such other Additional Obligations) and any Excess Working Capital Principal Exposure.

     2.3 Failure to Perfect. Notwithstanding any failure of any Claimholder to perfect its security interest in its respective Priority Collateral, the subordination of its Lien on such Priority Collateral to any Lien securing any other obligation of any Grantor, or the avoidance, invalidation or lapse of its Lien on such Priority Collateral:

(a) subject to Section 2.2(c), the Liens upon the Working Capital Priority Collateral securing the Working Capital Obligations shall be and remain senior in all respects and prior to the Liens on the Working Capital Priority Collateral securing the Term Loan Obligations and any Additional Obligations,

(b) subject to Section 2.2(d), the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations shall be and remain senior in all respects and prior to the Liens on the Term Loan Priority Collateral securing the Working Capital Obligations, and the Liens on any Collateral securing the Term Loan Obligations shall be pari passu and equal in priority in all respects with any Liens on such Collateral securing any Additional Obligations, and

(c) subject to Section 2.2(e), the Liens on the Term Loan Priority Collateral securing any Additional Obligations shall be and remain senior in all respects and prior to the Liens on the Term Loan

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Priority Collateral securing the Working Capital Obligations, and the Liens on any Collateral securing any Additional Obligations shall be pari passu and equal in priority in all respects with any Liens on such Collateral securing the Term Loan Obligations and any other Additional Obligations.

     2.4 Prohibition on Contesting Liens. Each of the Working Capital Agent, for itself and on behalf of each Working Capital Claimholder, the Term Loan Agent, for itself and on behalf of each Term Loan Claimholder, and each Additional Agent, for itself and on behalf of each applicable Additional Claimholder, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity or enforceability of a Lien held by or on behalf of any of the Term Loan Claimholders in any Collateral, or by or on behalf of any of the Working Capital Claimholders in any Collateral, or by or on behalf of any of the Additional Claimholders in any Collateral, as the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any such party to enforce this Agreement, including the priority of the Lien held by it or for its benefit on its respective Priority Collateral as provided in Sections 2.2 and 3.1.

     2.5 No New Liens.

     (a) Limitation on Collateral for Working Capital Claimholders. Until the Discharge of Term Loan Obligations shall have occurred, if any Working Capital Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of its Subsidiaries to secure the Working Capital Obligations, which assets are not also subject to a Lien in favor of the Term Loan Agent to secure the Term Loan Obligations, then such Working Capital Claimholder shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Working Capital Credit Document (x) also hold and be deemed to have held such Lien and security interest for the benefit of the Term Loan Agent as security for the Term Loan Obligations subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4, or (y) release such Lien. Until any applicable Discharge of Additional Obligations shall have occurred, if any Working Capital Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of its Subsidiaries to secure the Working Capital Obligations, which assets are not also subject to a Lien in favor of the applicable Additional Agent to secure the applicable Additional Obligations, then such Working Capital Claimholder shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Working Capital Credit Document (x) also hold and be deemed to have held such Lien and security interest for the benefit of such Additional Agent as security for such Additional Obligations subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4, or (y) release such Lien.

     (b) Limitation on Collateral for Term Loan Claimholders. Until the Discharge of Working Capital Obligations shall have occurred, if any Term Loan Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of its Subsidiaries to secure any Term Loan Obligations, which assets are not also subject to a Lien of the Working Capital Agent to secure the Working Capital Obligations, then such Term Loan Claimholder, shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Term Loan Credit Document (x) also hold and be deemed to have held such Lien and security interest for the benefit of the Working Capital Agent as security for the Working Capital Obligations subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4, or

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(y) release such Lien. Until any applicable Discharge of Additional Obligations shall have occurred, if any Term Loan Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of its Subsidiaries to secure any Term Loan Obligations, which assets are not also subject to a Lien of the applicable Additional Agent to secure the applicable Additional Obligations, then such Term Loan Claimholder, shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Term Loan Credit Document (x) also hold and be deemed to have held such Lien and security interest for the benefit of such Additional Agent as security for such Additional Obligations subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4, or (y) release such Lien.

     (c) Limitation on Collateral for Additional Claimholders. Until the Discharge of Working Capital Obligations shall have occurred, if any Additional Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of its Subsidiaries to secure any Additional Obligations, which assets are not also subject to a Lien of the Working Capital Agent to secure the Working Capital Obligations, then such Additional Claimholder, shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Additional Document (x) also hold and be deemed to have held such Lien and security interest for the benefit of the Working Capital Agent as security for the Working Capital Obligations subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4, or (y) release such Lien. Until the Discharge of Term Loan Obligations shall have occurred, if any Additional Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of its Subsidiaries to secure any Additional Obligations, which assets are not also subject to a Lien of the Term Loan Agent to secure the Term Loan Obligations, then such Additional Claimholder, shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Additional Document (x) also hold and be deemed to have held such Lien and security interest for the benefit of the Term Loan Agent as security for the Term Loan Obligations subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4, or (y) release such Lien. Until any applicable Discharge of Additional Obligations shall have occurred , if any Additional Agent or other applicable Additional Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of its Subsidiaries to secure any Additional Obligations, which assets are not also subject to a Lien of any other Additional Agent to secure any other Additional Obligations, then such Additional Agent or other applicable Additional Claimholder, shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any applicable Additional Document (x) also hold and be deemed to have held such Lien and security interest for the benefit of such other Additional Agent as security for such other Additional Obligations subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4, or (y) release such Lien.

     2.6 Similar Liens and Agreements. The parties hereto agree that it is their intention that the Working Capital Collateral, the Term Loan Collateral and the Additional Collateral be identical. In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement, that upon request by the Working Capital Agent, the Term Loan Agent or any Additional Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Working Capital Collateral, the Term Loan Collateral and the Additional Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Working Capital Credit Documents, the Term

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Loan Credit Documents and the Additional Documents.

SECTION 3

ENFORCEMENT

     3.1 Enforcement.

     (a) So long as the Discharge of Working Capital Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Company or any other Grantor:

     (i) the Term Loan Agent and the Term Loan Claimholders:

     (A) will not exercise or seek to exercise any rights or remedies (including any right of set-off or recoupment) with respect to any Working Capital Priority Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Term Loan Agent or any Term Loan Claimholder is a party) or institute or commence (or join with any other Person in commencing) any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien on the Working Capital Priority Collateral held by it under the Term Loan Credit Documents or otherwise; and

     (B) will not contest, protest or object to any foreclosure proceeding or action brought by the Working Capital Agent or any Working Claimholder with respect to the Working Capital Priority Collateral, or any other exercise by the Working Capital Agent or any other Working Capital Claimholder, of any rights and remedies relating to the Working Capital Priority Collateral under the Working Capital Credit Documents or otherwise; provided that the respective interests of the Term Loan Claimholders attach to the proceeds thereof, subject to the relative priorities described in Section 2 and Section 4; and

     (C) will not object to the forbearance by the Working Capital Agent or the other Working Capital Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Working Capital Priority Collateral; and

     (ii) subject to Section 5.1, the Working Capital Agent and the other Working Capital Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Working Capital Priority Collateral without any consultation with or the consent of the Term Loan Agent or any other Term Loan Claimholder; provided, that

     (A) in any Insolvency or Liquidation Proceeding commenced by or against Company or any other Grantor, the Term Loan Administrative Agent or the Term Loan Agent may file a claim or statement of interest with respect to the Term Loan Obligations,

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     (B) the Term Loan Agent may take any action (not adverse to the Liens on the Working Capital Priority Collateral securing the Working Capital Obligations, or the rights of the Working Capital Agent or the other Working Capital Claimholders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Working Capital Priority Collateral,

     (C) the Term Loan Claimholders shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Term Loan Claimholders, including without limitation any claims secured by the Working Capital Priority Collateral, if any, in each case in accordance with the terms of this Agreement,

     (D) in any Insolvency or Liquidation Proceeding, the Term Loan Claimholders shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement (including subject to the terms of Section 5.1 and Section 6.2),

     (E) in any Insolvency or Liquidation Proceeding, the Term Loan Claimholders shall be entitled to vote on any plan of reorganization, except to the extent inconsistent with the provisions hereof, and

     (F) the Term Loan Agent or any Term Loan Claimholder may exercise any of its rights or remedies with respect to the Term Loan Priority Collateral consistent with the terms of this Agreement.

     (b) So long as the Discharge of Term Loan Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Company or any other Grantor:

     (i) the Working Capital Agent and the Working Capital Claimholders:

     (A) will not exercise or seek to exercise any rights or remedies (including any right of set-off or recoupment) with respect to any Term Loan Priority Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Working Capital Agent or any Working Capital Claimholder is a party) or institute or commence (or join with any other Person in commencing) any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien on the Term Loan Priority Collateral held by it under the Working Capital Credit Documents or otherwise; and

     (B) will not contest, protest or object to any foreclosure proceeding or action brought by the Term Loan Agent or any Term Loan Claimholder with respect to the Term Loan Priority Collateral, or any other exercise by the Term Loan Agent or any other Term Loan Claimholder, of any rights and remedies

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relating to the Term Loan Priority Collateral under the Term Loan Credit Documents or otherwise; provided that the respective interests of the Working Capital Claimholders attach to the proceeds thereof, subject to the relative priorities described in Section 2 and Section 4; and

     (C) will not object to the forbearance by the Term Loan Agent or the other Term Loan Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Term Loan Priority Collateral; and

     (ii) subject to Section 5.1, the Term Loan Representative shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Term Loan Priority Collateral without any consultation with or the consent of the Working Capital Agent or any other Working Capital Claimholder; provided, that

     (A) in any Insolvency or Liquidation Proceeding commenced by or against Company or any other Grantor, the Working Capital Administrative Agent or the Working Capital Agent may file a claim or statement of interest with respect to the Working Capital Obligations,

     (B) the Working Capital Agent may take any action (not adverse to the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations, or the rights of the Term Loan Agent, the other Term Loan Claimholders, any Additional Agent or any Additional Claimholders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Term Loan Priority Collateral,

     (C) the Working Capital Claimholders shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Working Capital Claimholders, including without limitation any claims secured by the Term Loan Priority Collateral, if any, in each case in accordance with the terms of this Agreement,

     (D) in any Insolvency or Liquidation Proceeding, the Working Capital Claimholders shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement (including subject to the terms of Section 5.1 and Section 6.2),

     (E) in any Insolvency or Liquidation Proceeding, the Working Capital Claimholders shall be entitled to vote on any plan of reorganization, except to the extent inconsistent with the provisions hereof, and

     (F) the Working Capital Agent or any Working Capital Claimholder may exercise any of its rights or remedies with respect to the Working Capital

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Priority Collateral consistent with the terms of this Agreement.

     (c) So long as the Discharge of Working Capital Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Company or any other Grantor:

     (i) any Additional Agent and the applicable Additional Claimholders:

     (A) will not exercise or seek to exercise any rights or remedies (including any right of set-off or recoupment) with respect to any Working Capital Priority Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which such Additional Agent or any such Additional Claimholder is a party) or institute or commence (or join with any other Person in commencing) any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien on the Working Capital Priority Collateral held by it under the Additional Documents or otherwise; and

     (B) will not contest, protest or object to any foreclosure proceeding or action brought by the Working Capital Agent or any Working Claimholder with respect to the Working Capital Priority Collateral, or any other exercise by the Working Capital Agent or any other Working Capital Claimholder, of any rights and remedies relating to the Working Capital Priority Collateral under the Working Capital Credit Documents or otherwise; provided that the respective interests of such Additional Agent and other Additional Claimholders attach to the proceeds thereof, subject to the relative priorities described in Section 2 and Section 4; and

     (C) will not object to the forbearance by the Working Capital Agent or the other Working Capital Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Working Capital Priority Collateral; and

     (ii) subject to Section 5.1, the Working Capital Agent and the other Working Capital Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Working Capital Priority Collateral without any consultation with or the consent of such Additional Agent or any such other Additional Claimholder; provided, that

     (A) in any Insolvency or Liquidation Proceeding commenced by or against Company or any other Grantor, such Additional Agent may file a claim or statement of interest with respect to the applicable Additional Obligations,

     (B) such Additional Agent may take any action (not adverse to the Liens on the Working Capital Priority Collateral securing the Working Capital Obligations, or the rights of the Working Capital Agent or the other Working Capital Claimholders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Working Capital Priority Collateral,

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     (C) such Additional Agent and other Additional Claimholders shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of any of such Additional Agent and other Additional Claimholders, including without limitation any claims secured by the Working Capital Priority Collateral, if any, in each case in accordance with the terms of this Agreement,

     (D) in any Insolvency or Liquidation Proceeding, such Additional Agent and other Additional Claimholders shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement (including subject to the terms of Section 5.1 and Section 6.2),

     (E) in any Insolvency or Liquidation Proceeding, such Additional Agent and other Additional Claimholders shall be entitled to vote on any plan of reorganization, except to the extent inconsistent with the provisions hereof, and

     (F) such Additional Agent and other Additional Claimholders may exercise any of its rights or remedies with respect to the Term Loan Priority Collateral consistent with the terms of this Agreement.

     (d) So long as any Discharge of Additional Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Company or any other Grantor:

     (i) the Working Capital Agent and the Working Capital Claimholders:

     (A) will not exercise or seek to exercise any rights or remedies (including any right of set-off or recoupment) with respect to any Term Loan Priority Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Working Capital Agent or any Working Capital Claimholder is a party) or institute or commence (or join with any other Person in commencing) any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien on the Term Loan Priority Collateral held by it under the Working Capital Credit Documents or otherwise; and

     (B) will not contest, protest or object to any foreclosure proceeding or action brought by any Additional Agent or any Additional Claimholder with respect to the Term Loan Priority Collateral, or any other exercise by any Additional Agent or any other Additional Claimholder, of any rights and remedies relating to the Term Loan Priority Collateral under the Additional Documents or otherwise; provided that the respective interests of the Working Capital Claimholders attach to the proceeds thereof, subject to the relative priorities described in Section 2 and Section 4; and

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     (C) will not object to the forbearance by any Additional Agent or any other Additional Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Term Loan Priority Collateral.

     (e) In exercising rights and remedies with respect to its or their Priority Collateral, the applicable Priority Agent and the applicable Priority Claimholders may enforce the provisions of their respective Credit Documents and exercise Collateral remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by the applicable Priority Agent and Priority Claimholders to sell or otherwise dispose of such Priority Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. For the avoidance of doubt, the Term Loan Representative shall enforce rights against Collateral but shall not be entitled (in such capacity), unless specifically authorized by the applicable Term Loan Agent or Additional Agent, to pursue any remedy against the Company or a Grantor which is not a Collateral remedy.

     (f) Each Agent, on behalf of itself and Claimholders for which it acts as Agent, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off or recoupment) with respect to any Collateral, except to the extent such Collateral, or proceeds thereof, constitutes its Priority Collateral, and that any such Collateral or proceeds thereof taken or received by it that does not constitute its Priority Collateral will be paid over to the applicable Priority Agent pursuant to Section 4.2, unless and until the relevant Discharge of Obligations of the Priority Claimholders has occurred, except as expressly provided in Section 6.4. Without limiting the generality of the foregoing, (i) unless and until the Discharge of Working Capital Obligations has occurred, (x) the sole right of the Term Loan Agent and the Term Loan Claimholders with respect to the Working Capital Priority Collateral is to hold a Lien on the Working Capital Priority Collateral pursuant to the Term Loan Credit Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Working Capital Obligations has occurred in accordance with the terms of the Working Capital Credit Documents and applicable law and (y) the sole right of any Additional Agent and the other applicable Additional Claimholders with respect to the Working Capital Priority Collateral is to hold a Lien on the Working Capital Priority Collateral pursuant to the Additional Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Working Capital Obligations has occurred in accordance with the terms of the Working Capital Credit Documents and applicable law, and (ii) unless and until the Discharge of Term Loan Obligations and any Discharge of Additional Obligations has occurred, the sole right of the Working Capital Agent and the Working Capital Claimholders with respect to the Term Loan Priority Collateral is to hold a Lien on the Term Loan Priority Collateral pursuant to the Working Capital Credit Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after (x) the Discharge of Term Loan Obligations has occurred in accordance with the terms of the Term Loan Credit Documents and applicable law and (y) any Discharge of Additional Obligations has occurred in accordance with the terms of the Additional Documents and applicable law.

     (g) Subject to the proviso in clause (ii) of Section 3.1(a), Section 3.1(b), Section 3.1(c) or Section 3.1(d), as applicable, (i) the Working Capital Agent, for itself and on behalf of

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the Claimholders for which it acts as Agent, (x) agrees that neither it nor such Claimholders for which it acts as Agent will take any action that would hinder, delay or impede any exercise of remedies by the Term Loan Agent and other Term Loan Claimholders or any Additional Agent and other Additional Claimholders under the other Agreements with respect to such Claimholders’ respective Priority Collateral, including any sale, lease, exchange, transfer or other disposition of such Priority Collateral, whether by foreclosure or otherwise, and (y) hereby waives any and all rights it or the Claimholders for which it acts as Agent may have as a junior lien creditor or otherwise to object to the manner or order in which the Term Loan Agent or the other Term Loan Claimholders, any Additional Agent or any Additional Claimholders seek to enforce the Liens granted in their respective Priority Collateral, and (ii) each of the Term Loan Agent and any Additional Agent, for itself and on behalf of the Claimholders for which it acts as Agent, (x) agrees that neither it nor such Claimholders for which it acts as Agent will take any action that would hinder, delay or impede any exercise of remedies by the Working Capital Agent and other Working Capital Claimholders under the other Agreements with respect to such Claimholders’ respective Priority Collateral, including any sale, lease, exchange, transfer or other disposition of such Priority Collateral, whether by foreclosure or otherwise, and (y) hereby waives any and all rights it or the Claimholders for which it acts as Agent may have as a junior lien creditor or otherwise to object to the manner or order in which the Working Capital Agent or the other Working Capital Claimholders seek to enforce the Liens granted in their respective Priority Collateral.

     3.2 Actions Upon Breach.

     (a) If any Claimholder commences or participates in any action or proceeding against Company, any other Grantor or the Collateral in violation of this Agreement, any Agent for any other Claimholders may interpose in the name of such Claimholders or in the name of Company or such Grantor the making of this Agreement as a defense or dilatory plea.

     (b) Should any Claimholder in any way take, or attempt or threaten to take, contrary to this Agreement, any action with respect to Collateral, or fail to take any action required by this Agreement, any Agent for any other Claimholders (in its own name or in the name of a Grantor) may obtain relief against such offending Claimholder by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by all of the Claimholders that (i) the damages from such actions may be difficult to ascertain and may be irreparable, and (ii) the offending Claimholder waives any defense that such other Claimholders cannot demonstrate damage or be made whole by the awarding of damages.

SECTION 4

PAYMENTS

     4.1 Application of Proceeds.

     (a) So long as the Discharge of Term Loan Obligations and the Discharge of Additional Obligations have not occurred, any proceeds of Term Loan Priority Collateral received in connection with the sale or other disposition of such Collateral, or collection on such Collateral upon the exercise of remedies, shall be applied as follows:

     first, to the payment of costs and expenses of the Term Loan Agent or any Additional Agent, as applicable, in connection with such sale or disposition of or collection on such Collateral, and

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     second, to the payment, on a pro rata basis, of (x) the Term Loan Obligations in accordance with the relevant Term Loan Credit Documents until the Discharge of Term Loan Obligations shall have occurred and (y) any Additional Obligations in accordance with the applicable Additional Documents until the Discharge of Additional Obligations shall have occurred.

Upon the Discharge of Term Loan Obligations, the Term Loan Agent shall deliver to any Additional Agent or (if there is no Additional Agent) the Working Capital Agent any proceeds of Term Loan Priority Collateral held by it in the same form as received, with any necessary endorsements or, as a court of competent jurisdiction may otherwise direct. Upon the Discharge of Additional Obligations, the applicable Additional Agent shall deliver to the Term Loan Agent or any Additional Agent or (if there is no Term Loan Agent or Additional Agent) the Working Capital Agent any proceeds of Term Loan Priority Collateral held by it in the same form as received, with any necessary endorsements or, as a court of competent jurisdiction may otherwise direct. Any such proceeds of Term Loan Priority Collateral so received by the Working Capital Agent shall be applied by the Working Capital Agent to the Working Capital Obligations in such order as specified in the Working Capital Credit Documents and otherwise in accordance with the Working Capital Documents. Any proceeds of Term Loan Priority Collateral not otherwise applied in accordance with this Section 4.1(a) shall be delivered to the relevant Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdictions may direct. The foregoing provisions of this Section 4.1(a) shall not impose on Term Loan Agent or any other Term Loan Claimholder, or any Additional Agent or any other Additional Claimholder, any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law.

     (b) So long as the Discharge of Working Capital Obligations has not occurred, any proceeds of Working Capital Priority Collateral received in connection with the sale or other disposition of such Collateral, or collection on such Collateral upon the exercise of remedies, shall be applied by the Working Capital Agent to the Working Capital Obligations in such order as specified in the relevant Working Capital Credit Documents. Upon the Discharge of Working Capital Obligations, the Working Capital Agent shall deliver to the Term Loan Representative any proceeds of Working Capital Priority Collateral held by it in the same form as received for application in accordance with Section 4.1(a), with any necessary endorsements or, as a court of competent jurisdiction may otherwise direct. Upon the Discharge of Term Loan Obligations and the Discharge of the Working Capital Obligations, the Term Loan Agent shall deliver to any Additional Agent any proceeds of Working Capital Priority Collateral held by it in the same form as received, with any necessary endorsements or, as a court of competent jurisdiction may otherwise direct. Upon the Discharge of Additional Obligations related to a particular Additional Credit Facility and the Discharge of the Working Capital Obligations, the applicable Additional Agent shall deliver to the Term Loan Agent or any other Additional Agent any proceeds of Working Capital Priority Collateral held by it in the same form as received, with any necessary endorsements or, as a court of competent jurisdiction may otherwise direct. Any proceeds of Working Capital Priority Collateral not otherwise applied in accordance with this Section 4.1(b) shall be delivered to the relevant Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdictions may direct. The foregoing provisions of this Section 4.1(b) shall not impose on Working Capital Agent or any other Working Capital Claimholder any obligations which would conflict with prior perfected claims therein in favor of

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any other person or any order or decree of any court or other governmental authority or any applicable law.

     (c) Except as set forth in this Section 4.1(c), nothing in this Agreement shall require any Agent or any Claimholder to determine the source or priority of funds received by it and applied to its Obligations. In the absence of fraudulent conduct, willful misconduct or gross negligence, the sole remedy of any Agent or Claimholder for the tender and application of proceeds of its Priority Collateral to the Obligations of the Non-Priority Claimholders shall be to proceed directly against the Grantors unless, prior to the application of such proceeds to the Obligations of the Non-Priority Claimholders, the applicable Agent for the applicable Non-Priority Claimholders shall have a received a written notice that such proceeds are (or will be) the proceeds of the Priority Claimholders’ Priority Collateral with such notice to contain the following information: (i) a description of the Priority Claimholders’ Priority Collateral that is being sold, transferred or otherwise disposed of to generate the proceeds, (ii) a description of the transaction generating the proceeds and (iii) the actual or anticipated date of such transaction.

     4.2 Payment Turnover.

     (a) So long as the Discharge of Working Capital Obligations has not occurred, any Working Capital Priority Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in Section 6.4) received by the Term Loan Agent or any other Term Loan Claimholders, or by any Additional Agent or any other applicable Additional Claimholders, in connection with the exercise of any right or remedy (including set-off or recoupment) in respect of the Working Capital Priority Collateral shall be segregated and held in trust and forthwith paid over to the Working Capital Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Working Capital Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent or any such Term Loan Claimholders, or such Additional Agent or any such Additional Claimholders. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

     (b) So long as the Discharge of Term Loan Obligations and the Discharge of Additional Obligations have not occurred, any Term Loan Priority Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in Section 6.4) received by the Working Capital Agent or any other Working Capital Claimholders in connection with the exercise of any right or remedy (including set-off or recoupment) in respect of the Term Loan Priority Collateral shall be segregated and held in trust and forthwith paid over to the Term Loan Representative for application in accordance with Section 4.1(a) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each of the Term Loan Agent and any Additional Agent is hereby authorized to make any such endorsements as agent for the Working Capital Agent or any such Working Capital Claimholders. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

SECTION 5

OTHER AGREEMENTS

     5.1 Releases.

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     (a) If, in connection with:

     (i) the exercise of any Term Loan Agent’s remedies in respect of the Term Loan Priority Collateral, including any sale, lease, exchange, transfer or other disposition of any such Collateral after an event of default under the terms of the Term Loan Credit Documents, and as defined therein, has occurred and is continuing by or on behalf of Term Loan Agent or a Grantor with the approval of Term Loan Agent (a “Term Loan Collateral Exercise of Remedies”); or

     (ii) any sale, lease, exchange, transfer or other disposition of any Term Loan Priority Collateral permitted or otherwise consented to under the terms of the Term Loan Credit Documents (whether or not an event of default thereunder, and as defined therein, has occurred and is continuing) (a “Term Loan Collateral Disposition”);

     the Term Loan Agent, for itself or on behalf of any of the Term Loan Claimholders, releases any of its Liens on any part of the Term Loan Priority Collateral, then the Liens, if any, of the Working Capital Agent, for itself or for the benefit of the Working Capital Claimholders, on such Term Loan Priority Collateral, shall be automatically, unconditionally and simultaneously released (the “Term Collateral Second Lien Release”) and the Working Capital Agent, for itself and the Working Capital Claimholders shall be deemed to have authorized the Term Loan Agent to file UCC amendments and terminations covering the Term Loan Priority Collateral so sold or otherwise disposed of with respect to the UCC financing statements between any Grantor and the Working Capital Agent to evidence such release and termination and promptly upon the request of the Term Loan Agent execute and deliver such other release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as the Term Loan Agent may require in connection with such sale or other disposition by the Term Loan Agent, the Term Loan Agent’s agents or any Grantor with the consent of the Term Loan Agent to evidence and effectuate such termination and release; provided, that, (A) any such release or UCC amendment or termination by or on behalf of the Working Capital Agent shall not extend to or otherwise affect any of the rights, if any, of the Working Capital Agent to the proceeds from any such sale or other disposition of Term Loan Priority Collateral upon the Discharge of Term Loan Obligations and the Discharge of Additional Obligations and (B) the Term Collateral Second Lien Release shall not occur without the consent of the Working Capital Agent (x) in the case of a Term Loan Collateral Exercise of Remedies, as to any Term Loan Priority Collateral the net proceeds of the disposition of which will not be applied to repay the Term Loan Obligations or Additional Obligations or (y) in the case of a Term Loan Collateral Disposition, if the Term Loan Collateral Disposition is prohibited by any provision of the Working Capital Credit Agreement.

     (b) If, in connection with:

     (i) the exercise of any Additional Agent’s remedies in respect of the Term Loan Priority Collateral, including any sale, lease, exchange, transfer or other disposition of any such Collateral after an event of default under the terms of the applicable Additional Documents, and as defined therein, has occurred and is continuing by or on behalf of such Additional Agent or a Grantor with the approval of such Additional Agent (a “Additional Collateral Exercise of Remedies”); or

     (ii) any sale, lease, exchange, transfer or other disposition of any Term Loan Priority Collateral permitted or otherwise consented to under the terms of the applicable

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Additional Documents (whether or not an event of default thereunder, and as defined therein, has occurred and is continuing) (a “Additional Collateral Disposition”);

     such Additional Agent, for itself or on behalf of any of the applicable Additional Claimholders, releases any of its Liens on any part of the Term Loan Priority Collateral, then the Liens, if any, of the Working Capital Agent, for itself or for the benefit of the Working Capital Claimholders, on such Term Loan Priority Collateral, shall be automatically, unconditionally and simultaneously released (the “Additional Collateral Second Lien Release”) and the Working Capital Agent, for itself and the Working Capital Claimholders shall be deemed to have authorized such Additional Agent to file UCC amendments and terminations covering the Term Loan Priority Collateral so sold or otherwise disposed of with respect to the UCC financing statements between any Grantor and the Working Capital Agent to evidence such release and termination and promptly upon the request of such Additional Agent execute and deliver such other release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as such Additional Agent may require in connection with such sale or other disposition by such Additional Agent, such Additional Agent’s agents or any Grantor with the consent of such Additional Agent to evidence and effectuate such termination and release; provided, that, (A) any such release or UCC amendment or termination by or on behalf of the Working Capital Agent shall not extend to or otherwise affect any of the rights, if any, of the Working Capital Agent to the proceeds from any such sale or other disposition of Term Loan Priority Collateral upon the Discharge of Term Loan Obligations and the Discharge of Additional Obligations and (B) the Additional Collateral Second Lien Release shall not occur without the consent of the Working Capital Agent (x) in the case of an Additional Collateral Exercise of Remedies, as to any Term Loan Priority Collateral the net proceeds of the disposition of which will not be applied to repay the Term Loan Obligations or Additional Obligations or (y) in the case of a Additional Collateral Disposition, if the Additional Collateral Disposition is prohibited by any provision of the Working Capital Credit Agreement.

     (c) Until the Discharge of Term Loan Obligations and the Discharge of Additional Obligations occurs, the Working Capital Agent, for itself and on behalf of the Working Capital Claimholders, hereby irrevocably constitutes and appoints the Term Loan Representative and any officer or agent of the Term Loan Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Working Capital Agent or any such Claimholder or in the Term Loan Representative’s own name, from time to time in the Term Loan Representative’s discretion, for the purpose of carrying out the terms of Section 5.1(a), to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of Section 5.1(a), including any endorsements or other instruments of transfer or release.

     (d) Until the Discharge of Term Loan Obligations occurs, to the extent that the Term Loan Agent for itself and on behalf of the Term Loan Claimholders has released any Lien on Term Loan Priority Collateral and any such Liens are later reinstated or the Term Loan Agent, on behalf of the Term Loan Claimholders, obtain any new Liens from Grantors on Term Loan Priority Collateral, then the Working Capital Agent for itself and on behalf of the Working Capital Claimholders shall be granted a Lien on any such Term Loan Priority Collateral or have its Lien reinstated, as the case may be, subject to the priorities set forth in Section 2. Until the Discharge of Additional Obligations occurs, to the extent that the applicable Additional Agent for itself and on behalf of the applicable Additional Claimholders has released any Lien on Term Loan Priority Collateral and any such Liens are later reinstated or such Additional Agent, on behalf of such Additional Claimholders, obtain any new Liens from Grantors, then the Working

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Capital Agent for itself and on behalf of the Working Capital Claimholders shall be granted a Lien on any such Term Loan Priority Collateral or have its Lien reinstated, as the case may be, subject to the priorities set forth in Section 2.

     (e) If, in connection with:

     (i) the exercise of any Working Capital Agent’s remedies in respect of the Working Capital Priority Collateral, including any sale, lease, exchange, transfer or other disposition of any such Collateral after an event of default under the terms of the Working Capital Credit Documents, and as defined therein, has occurred and is continuing by or on behalf of Working Capital Agent or a Grantor with the approval of Working Capital Agent (a “Working Capital Collateral Exercise of Remedies”); or

     (ii) any sale, lease, exchange, transfer or other disposition of any Working Capital Priority Collateral permitted or otherwise consented to under the terms of the Working Capital Credit Documents (whether or not an event of default thereunder, and as defined therein, has occurred and is continuing) (a “Working Capital Collateral Disposition”);

     the Working Capital Agent, for itself or on behalf of any of the Working Capital Claimholders, releases any of its Liens on any part of the Working Capital Priority Collateral, then the Liens, if any, of the Term Loan Agent, for itself or for the benefit of the Term Loan Claimholders, and of any Additional Agent, for itself or for the benefit of the applicable Additional Claimholders, on such Working Capital Priority Collateral, shall be automatically, unconditionally and simultaneously released (the “Working Capital Collateral Second Lien Release”) and

     (1) the Term Loan Agent, for itself and the Term Loan Claimholders shall be deemed to have authorized the Working Capital Agent to file UCC amendments and terminations covering the Working Capital Priority Collateral so sold or otherwise disposed of with respect to the UCC financing statements between any Grantor and the Term Loan Agent to evidence such release and termination and promptly upon the request of the Working Capital Agent execute and deliver such other release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as the Working Capital Agent may require in connection with such sale or other disposition by the Working Capital Agent, the Working Capital Agent’s agents or any Grantor with the consent of the Working Capital Agent to evidence and effectuate such termination and release; provided, that, (A) any such release or UCC amendment or termination by or on behalf of the Term Loan Agent shall not extend to or otherwise affect any of the rights, if any, of the Term Loan Agent to the proceeds from any such sale or other disposition of Working Capital Priority Collateral upon the Discharge of Working Capital Obligations and (B) the Working Capital Second Lien Release shall not occur without the consent of the Term Loan Agent (x) in the case of a Working Capital Collateral Exercise of Remedies, as to any Working Capital Priority Collateral the net proceeds of the disposition of which will not be applied to repay the Working Capital Obligations or (y) in the case of a Working Capital Collateral Disposition, if the Working Capital Collateral Disposition is prohibited by any provision of the Term Loan Credit Agreement, and

     (2) any Additional Agent, for itself and the applicable Additional

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Claimholders shall be deemed to have authorized the Working Capital Agent to file UCC amendments and terminations covering the Working Capital Priority Collateral so sold or otherwise disposed of with respect to the UCC financing statements between any Grantor and such Additional Agent to evidence such release and termination and promptly upon the request of the Working Capital Agent execute and deliver such other release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as the Working Capital Agent may require in connection with such sale or other disposition by the Working Capital Agent, the Working Capital Agent’s agents or any Grantor with the consent of the Working Capital Agent to evidence and effectuate such termination and release; provided, that, (A) any such release or UCC amendment or termination by or on behalf of such Additional Agent shall not extend to or otherwise affect any of the rights, if any, of such Additional Agent to the proceeds from any such sale or other disposition of Working Capital Priority Collateral upon the Discharge of Working Capital Obligations and (B) the Working Capital Second Lien Release shall not occur without the consent of such Additional Agent (x) in the case of a Working Capital Collateral Exercise of Remedies, as to any Working Capital Priority Collateral the net proceeds of the disposition of which will not be applied to repay the Working Capital Obligations or (y) in the case of a Working Capital Collateral Disposition, if the Working Capital Collateral Disposition is prohibited by any provision of the applicable Additional Credit Facility.

     (f) In the event that Proceeds of Collateral are received in connection with any sale, lease, exchange, transfer or other disposition of any such Collateral that directly or indirectly involves a combination of Working Capital Priority Collateral or Term Loan Priority Collateral, the Working Capital Agent, the Term Loan Agent and any Additional Agent shall use commercially reasonable efforts in good faith to allocate the Proceeds received in connection with such any sale, lease, exchange, transfer or other disposition of any such Collateral to the Working Capital Priority Collateral and the Term Loan Priority Collateral. If the Working Capital Agent, the Term Loan Agent and any Additional Agent are unable to agree on such allocation within ten (10) days (or such other period of time to which the Working Capital Agent, the Term Loan Agent and any Additional Agent mutually agree) of the consummation of such sale, lease, exchange, transfer or other disposition, the portion of such Proceeds that shall be allocated as Proceeds of Working Capital Priority Collateral for purposes of this Agreement shall be an amount equal to the sum of the net book value of the Accounts and Inventory included in the Collateral so disposed of (determined at the time of such sale, lease, exchange, transfer or other disposition) with the balance of the Proceeds to be allocated to the Term Loan Priority Collateral; provided however, this Section 5.1(f) shall not apply in the event that the Term Loan Agent or the other Term Loan Claimholders, the Working Capital Agent or the other Working Capital Claimholders or any Additional Agent or the other applicable Additional Claimholders did not consent to the sale, lease, exchange, transfer or other disposition.

     (g) Until the Discharge of Working Capital Obligations occurs, the Term Loan Agent, for itself and on behalf of the Term Loan Claimholders, hereby irrevocably constitutes and appoints the Working Capital Agent and any officer or agent of the Working Capital Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Term Loan Agent or any such Claimholder or in the Working Capital Agent’s own name, from time to time in the Working Capital Agent’s discretion, for the purpose of carrying out the terms of Section 5.1(e), to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of Section 5.1(e), including any endorsements or other instruments of transfer or release.

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Until the Discharge of Working Capital Obligations occurs, each Additional Agent, for itself and on behalf of the applicable Additional Claimholders, hereby irrevocably constitutes and appoints the Working Capital Agent and any officer or agent of the Working Capital Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Additional Agent or any such Claimholder or in the Working Capital Agent’s own name, from time to time in the Working Capital Agent’s discretion, for the purpose of carrying out the terms of Section 5.1(e), to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of Section 5.1(e), including any endorsements or other instruments of transfer or release. Each authorization under this Section 5.1(g) is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

     (h) Until the Discharge of Working Capital Obligations occurs, to the extent that the Working Capital Agent for itself and on behalf of the Working Capital Claimholders has released any Lien on Working Capital Priority Collateral and any such Liens are later reinstated or the Working Capital Agent, on behalf of the Working Capital Claimholders, obtain any new Liens from Grantors on any Working Capital Priority Collateral, then the Term Loan Agent for itself and on behalf of the Term Loan Claimholders shall be granted a Lien on any such Working Capital Priority Collateral or have its Lien reinstated, as the case may be, and each Additional Agent for itself and on behalf of the applicable Additional Claimholders shall be granted a Lien on any such Working Capital Priority Collateral or have its Lien reinstated, as the case may be, in each case subject to the priorities set forth in Section 2.

     5.2 Insurance. The Working Capital Agent, the Term Loan Agent and any Additional Agent shall be named as additional insureds with respect to liability insurance policies maintained from time to time by any Grantor, and the Working Capital Agent, the Term Loan Agent, each Additional Agent or the Control Agent (on behalf of the Agent Parties and Claimholders), as their interests may appear, shall be named as a loss payee under any casualty insurance policies maintained from time to time by any Grantor, in each case as and to the extent required in the applicable Credit Documents. As between the applicable Priority Agent and the applicable Priority Claimholders, on the one hand, and the applicable Non-Priority Agent and the applicable Non-Priority Claimholders on the other hand, the applicable Priority Agent and the applicable Priority Claimholders shall have the sole and exclusive right, in accordance with and subject to the terms of the applicable Credit Documents, (a) to adjust or settle any insurance policy or claim in the event of any loss with respect to their respective Priority Collateral and (b) to approve any award granted in any condemnation or similar proceeding affecting their respective Priority Collateral. All proceeds of any such policy and any such award in respect of any such Priority Collateral that are payable to the Agents shall be paid to the applicable Priority Agent (on a ratable basis or as may be otherwise agreed as between the Term Loan Agent and any Additional Agent, in the case of Term Loan Priority Collateral) for the benefit of the applicable Priority Claimholders to the extent required under their respective Credit Documents, and thereafter to the applicable Non-Priority Agent (on a ratable basis or as may be otherwise agreed as between the Term Loan Agent and any Additional Agent, in the case of Term Loan Priority Collateral) for the benefit of the applicable Non-Priority Claimholders to the extent required under their respective Credit Documents, and then to the owner of the subject property or as a court of competent jurisdiction may otherwise direct. If any Claimholder shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Priority Agent in accordance with the terms of Section 4.2. In the event that an Agent is named as loss payee on property which is not its Priority Collateral, such Agent agrees to comply with the instructions of the Priority Agent with respect to such collateral (a) in adjusting or settling any insurance policy or claim in the event of any loss with respect to such Priority Collateral and (b) to approving any award granted in any condemnation or similar proceeding affecting such Priority

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Collateral.

     5.3 Control Agent for Perfection.

     (a) The Term Loan Agent, on behalf of itself and the Term Loan Claimholders, and the Working Capital Agent, on behalf of itself and the Working Capital Claimholders, and any Additional Agent, on behalf of itself and the applicable Additional Claimholders, each hereby appoint Wells Fargo Bank, National Association as its collateral agent (in such capacity, together with any successor in such capacity appointed by the Term Loan Agent, the Working Capital Agent and any Additional Agent, the “Control Agent”) for the limited purpose of acting as the agent on behalf of the Term Loan Agent (on behalf of itself and the Term Loan Claimholders), the Working Capital Agent (on behalf of itself and the Working Capital Claimholders) and any Additional Agent (on behalf of itself and the applicable Additional Claimholders) with respect to the Control Collateral. The Control Agent accepts such appointment and agrees to hold the Control Collateral in its possession or control (or in the possession or control of its agents or bailees) as Control Agent for the benefit of the Term Loan Agent (on behalf of itself and the Term Loan Claimholders) and the Working Capital Agent (on behalf of itself and the Working Capital Claimholders) and any Additional Agent (on behalf of itself and the applicable Additional Claimholders) and any permitted assignee of any thereof solely for the purpose of perfecting the security interest granted to such parties in such Control Collateral, subject to the terms and conditions of this Section 5.3. The Term Loan Agent, the Working Capital Agent and any Additional Agent hereby acknowledge that the Control Agent shall obtain “control” under the UCC over each Controlled Account as contemplated by the Term Loan Collateral Documents, the Working Capital Collateral Documents and the applicable Additional Collateral Documents for the benefit of both the Term Loan Agent (on behalf of itself and the Term Loan Claimholders) and the Working Capital Agent (on behalf of itself and the Working Capital Claimholders) and any Additional Agent (on behalf of itself and the applicable Additional Claimholders) pursuant to a control agreements relating to a Controlled Account if requested by the Working Capital Agent, the Term Loan Agent and any Additional Agent to act in such capacity.

     (b) The Control Agent, the Term Loan Agent, on behalf of itself and the Term Loan Claimholders, and the Working Capital Agent, on behalf of itself and the Working Capital Claimholders, and any Additional Agent, on behalf of itself and the applicable Additional Claimholders, each hereby agrees that the applicable Priority Agent shall have the sole and exclusive right and authority to give instructions to, and otherwise direct, the Control Agent in respect of the Control Collateral constituting such Priority Agent’s constituents’ Priority Collateral or any control agreement with respect to any Control Collateral until the date upon which the Discharge of Obligations shall have occurred with respect to the Obligations owed to Claimholders for whom the applicable Priority Agent acts as Agent, and none of the Non-Priority Claimholders will impede, hinder, delay or interfere with the exercise of such rights by the Priority Agent in any respect. The Grantors hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the Grantors are required to do so for the Working Capital Agent in accordance with the Working Capital Credit Agreement (if the Control Agent is the Working Capital Agent) or for the Term Loan Agent in accordance with the Term Loan Credit Agreement (if the Control Agent is the Term Loan Agent) or for any Additional Agent in accordance with the applicable Additional Credit Facility (if the Control Agent is such Additional Agent). The Working Capital Claimholders hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the Working Capital Claimholders are required to do so for the Working Capital Agent in accordance with the

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Working Capital Credit Agreement. The Term Loan Claimholders hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the Term Loan Claimholders are required to do so for the Term Loan Agent in accordance with the Term Loan Credit Agreement. The applicable Additional Claimholders hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the such Additional Claimholders are required to do so for the applicable Additional Agent in accordance with the applicable Additional Credit Facility.

     (c) Except as set forth below, the Control Agent shall have no obligation whatsoever to the Agents or any other Claimholder including, without limitation, any obligation to assure that the Control Collateral is genuine or owned by any Grantor or one of their respective Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.3. In acting on behalf of the Agents and other Claimholders, the duties or responsibilities of the Control Agent under this Section 5.3 shall be limited solely (i) to physically holding the Control Collateral delivered to the Control Agent by any Grantor as agent for the Term Loan Agent (on behalf of itself and the Term Loan Claimholders), the Working Capital Agent (on behalf of itself and the Working Capital Claimholders) and any Additional Agent (on behalf of itself and the applicable Additional Claimholders), in each case for purposes of perfecting the Lien held by the Term Loan Agent, the Working Capital Agent and each Additional Agent, (ii) exercising control of Deposit Accounts on which it has control and forwarding the funds on deposit therein to the Agent for the applicable Priority Claimholders, in each case as and to the extent provided in the Credit Documents and (iii) delivering such collateral as set forth in Section 5.3(e).

     (d) The Control Agent shall not have, by reason of this Agreement or any other document a fiduciary relationship in respect of the Term Loan Agent or any Term Loan Claimholder, the Working Capital Agent or any Working Capital Claimholder, or any Additional Agent or any Additional Claimholder.

     (e) (i) Upon the Discharge of Term Loan Obligations and the Discharge of Additional Obligations, the Control Agent shall deliver any Control Collateral in the possession of the Control Agent to the Working Capital Agent together with any necessary endorsements (or otherwise allow the Working Capital Agent to obtain control of such Control Collateral) or as a court of competent jurisdiction may otherwise direct and the Working Capital Agent shall accept and succeed to the role of the Control Agent as the agent for perfection on such Control Collateral.

     (ii) Upon the Discharge of Working Capital Obligations and the Discharge of Additional Obligations, the Control Agent shall deliver any Control Collateral in the possession of the Control Agent to the Term Loan Agent together with any necessary endorsements (or otherwise allow the Term Loan Agent to obtain control of such Control Collateral) or as a court of competent jurisdiction may otherwise direct and the Term Loan Agent shall accept and succeed to the role of the Control Agent as the agent for perfection on such Control Collateral.

     (iii) Upon the Discharge of Working Capital Obligations and the Discharge of Term Loan Obligations, if there is at the time any Additional Agent, the Control Agent shall deliver any Control Collateral in the possession of the Control Agent to such Additional Agent (or otherwise allow such Additional Agent for such Additional Claimholders to obtain control of such Control Collateral) or as a court of competent

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jurisdiction may otherwise direct and such Additional Agent shall accept and succeed to the role of the Control Agent as the agent for perfection on such Control Collateral, provided that if there is at the time more than one Additional Agent, the Control Agent shall retain such Control Collateral.

     (f) The Control Agent shall have an unfettered right to resign as Control Agent upon 30 days notice to each Agent Party. If upon the effective date of such resignation no successor to the Control Agent has been appointed by the Agent Parties, the Control Agent shall deliver to the Working Capital Agent (if then an Agent Party) or to another Agent (if the Working Capital Agent is not then an Agent Party) the Control Collateral together with any necessary endorsements (or otherwise allow such Agent to obtain control of such Control Collateral) or as a court of competent jurisdiction may otherwise direct and such Agent shall accept and succeed to the role of the Control Agent as the agent for perfection on the Control Collateral.

     (g) Notwithstanding the foregoing, each Agent, for and on behalf of itself and the Claimholders represented thereby, agrees to hold all Control Collateral in its possession, custody, or control (or in the possession, custody, or control of agents or bailees therefor) as agent for the other Claimholders solely for the purpose of perfecting the security interest granted to each other Agent Party or Claimholder in such Control Collateral, subject to the terms and conditions of this Section. Such Agent shall not have any obligation whatsoever to the other Claimholders to assure that such Control Collateral is genuine or owned by any Grantor or any other Person or to preserve rights or benefits of any Person therein. The duties or responsibilities of such Agent under this Section 5.3(g) are and shall be limited solely to holding or maintaining control of such Control Collateral as agent for the other Claimholders for purposes of perfecting the Lien held by the Claimholders. Such Agent is not and shall not be deemed to be a fiduciary of any kind for any Claimholder or any other Person.

     5.4 Access to Term Loan Priority Collateral.

     (a) In the event the Term Loan Representative shall acquire control or possession of any of the Term Loan Priority Collateral or shall, through the exercise of remedies under the Term Loan Credit Documents or any Additional Documents or otherwise, sell any of the Term Loan Priority Collateral to any third party (a “Third Party Purchaser”), such Agent shall, to the extent permitted by law, permit the Working Capital Agent (or shall require as a condition of such sale to the Third Party Purchaser that the Third Party Purchaser agree to permit the Working Capital Agent), at the Working Capital Agent’s option: (i) to enter any of the premises of any Grantor (or Third Party Purchaser) constituting such Term Loan Priority Collateral under such control or possession (or sold to a Third Party Purchaser) in order to inspect, remove or take any action with respect to the Working Capital Priority Collateral or to enforce the Working Capital Agent’s rights with respect thereto, including, but not limited to, the examination and removal of Working Capital Priority Collateral and the examination and duplication of any Collateral (to the extent not Working Capital Priority Collateral) under such control or possession (or sold to a Third Party Purchaser) consisting of books and records of any Grantor related to the Working Capital Priority Collateral; (ii) to use the Collateral for the purpose of manufacturing or processing raw materials or work-in-process into finished inventory; (iii) to use any of the Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of computers or other data processing equipment related to the storage or processing of records, documents or files pertaining to the Working Capital Priority Collateral and use any Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of other equipment to handle, deal with or dispose of any Working Capital Priority Collateral pursuant to

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the Working Capital Agent’s rights as set forth in the Working Capital Credit Documents, the UCC of any applicable jurisdiction and other applicable law, and (iv) to use any of the Collateral consisting of intellectual property rights owned or controlled by (x) the Term Loan Agent or the other Term Loan Claimholders or (y) such Additional Agent or the other applicable Additional Claimholders, as applicable, as is or may be necessary for the Working Capital Agent to deal with the Working Capital Priority Collateral (including the sale or other disposition thereof). Such use by Working Capital Agent of the Collateral shall not be on an exclusive basis.

     (b) The Working Capital Agent hereby acknowledges, for itself and on behalf of the other Working Capital Claimholders that, during the period any Working Capital Priority Collateral shall be under control or possession of the Term Loan Agent or any Additional Agent, such Agent shall not be obligated to take any action to protect or to procure insurance with respect to such Working Capital Priority Collateral, it being understood that such Agent shall have no responsibility for loss or damage to the Working Capital Priority Collateral (other than as a result of the gross negligence or willful misconduct of such Agent or its agents, as determined by a final non-appealable judgment of a court of competent jurisdiction) and that all the risk of loss or damage to the Working Capital Priority Collateral shall remain with the Working Capital Claimholders; provided, that to the extent insurance obtained by such Agent provides coverage for risks relating to access to or use of Working Capital Priority Collateral, the Working Capital Agent will be made an additional named insured thereunder.

     (c) The rights of Working Capital Agent set forth in Section 5.4(a)(i)-(iii) above shall continue until the later of (i) 180 days after the date Working Capital Agent first receives written notice from the Term Loan Representative that it has control or possession of the Term Loan Priority Collateral at issue and (ii) the sale or other disposition of such Priority Collateral by the Term Loan Representative or its constituents. Such time period shall be tolled during the pendency of any Insolvency Proceeding of any Grantor or other proceedings pursuant to which the Working Capital Claimholders, the Term Loan Claimholders and any Additional Claimholders are effectively stayed from enforcing their rights against the Working Capital Priority Collateral. In no event shall any Term Loan Claimholder or any Additional Claimholder take any action to interfere, limit or restrict the rights of Working Capital Agent or the exercise of such rights by Working Capital Agent to have access to or to use any of such Collateral pursuant to Section 5.4(a) prior to the expiration of such period.

     (d) During the actual occupation by the Working Capital Agent or its agents or representatives, of any real property constituting Term Loan Priority Collateral during the access and use period permitted by Section 5.4(a) above, the Working Capital Claimholders shall be obligated to pay to the Term Loan Claimholders and any Additional Claimholders any rent payable to third parties and all utilities, taxes and other maintenance and operating costs of such real property during any such period of actual occupation by the Working Capital Agent or its agents or representatives, but only to the extent the Term Loan Claimholders or such Additional Claimholders are required to pay or are otherwise paying any such rent, utilities, taxes or other maintenance and operating costs during the actual occupation of such real property by the Working Capital Agent or its agents or representatives.

     5.5 Consent to Limited License. The Term Loan Agent, for itself and on behalf of the other Term Loan Claimholders, and any Additional Agent, for itself and on behalf of the applicable other Additional Claimholders, (i) acknowledges and consents to the grant to the Working Capital Agent by the Company (and the other Grantors, as applicable) of a limited, non-exclusive royalty-free license on the terms set forth in Section 12.2(e) of the Initial Working Capital Credit Agreement in effect as of the date

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hereof or on substantially equivalent terms in the case of any Working Capital Credit Agreement other than the Initial Working Capital Credit Agreement (the “Limited License”) and (ii) agrees that its Liens in the Term Loan Priority Collateral shall be subject to the Limited License. The Term Loan Agent further agrees that, in connection with any foreclosure sale conducted by the Term Loan Agent in respect of Term Loan Priority Collateral of the type described in the Limited License (the “IP Collateral”), (x) any notice required to be given by the Term Loan Agent in connection with such foreclosure shall contain an acknowledgement that the Term Loan Agent’s Lien is subject to the Limited License, (y) the Term Loan Agent shall deliver a copy of the Limited License to any purchaser at such foreclosure and provide written notice to such purchaser that the Term Loan Agent’s Lien and the purchaser’s rights in the transferred IP Collateral are subject to the Limited License and (z) the purchaser shall acknowledge in writing that it purchased the IP Collateral subject to the Limited License. Each Additional Agent further agrees that, in connection with any foreclosure sale conducted by such Additional Agent in respect of IP Collateral, (x) any notice required to be given by such Additional Agent in connection with such foreclosure shall contain an acknowledgement that such Additional Agent’s Lien is subject to the Limited License, (y) such Additional Agent shall deliver a copy of the Limited License to any purchaser at such foreclosure and provide written notice to such purchaser that such Additional Agent’s Lien and the purchaser’s rights in the transferred IP Collateral are subject to the Limited License and (z) the purchaser shall acknowledge in writing that it purchased the IP Collateral subject to the Limited License.

SECTION 6

INSOLVENCY OR LIQUIDATION PROCEEDINGS

     6.1 Use of Cash Collateral and Financing Issues. If Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Priority Agent shall desire to permit the use of cash collateral which constitutes such Priority Agent’s constituents’ Priority Collateral or to permit Company or any other Grantor to obtain financing secured by such Priority Collateral (and not by any Collateral which does not constitute such Priority Agent’s Priority Collateral), from one or more of the Claimholders for whom such Priority Agent acts as Agent, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financing, a “DIP Financing”), then each Non-Priority Agent, on behalf of itself and the Non-Priority Claimholders, (A) agrees that it will raise no objection to such use of cash collateral or DIP Financing nor support any other Person objecting to, such sale, use, or lease of cash collateral or DIP Financing and will not request any form of adequate protection or any other relief in connection therewith (except as agreed by the Priority Agent or to the extent expressly permitted by Section 6.4) and, to the extent the Liens securing the Priority Obligations are subordinated to or pari passu with the Liens securing such DIP Financing, each Non-Priority Agent will subordinate its Liens in such Priority Collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the Priority Claimholders and (z) any “carve-out” for professional or United States Trustee fees agreed to by the Priority Agent; (B) agrees that, at the option of the Priority Agent, an order approving such DIP Financing or cash collateral usage may be entered even if the order provides that any claim arising under section 507(b) of the Bankruptcy Code as a result of a failure of adequate protection of the liens of the Non-Priority Claimholders in Collateral which is not its Priority Collateral may not be paid from the proceeds of claims arising under sections 544, 546, 547, 548 or 550 of the Bankruptcy Code; and (C) agree that notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice; provided that the foregoing shall not prohibit any Non-Priority Agent or the Non-Priority Claimholders from objecting solely to any provisions in any agreement regarding the use of cash collateral or any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than any provisions requiring that the DIP Financing be paid in full in cash. The Term Loan Agent and Term Loan Claimholders and any

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Additional Agent and any Additional Claimholders shall not, directly or indirectly, offer to provide, support any other Person in providing, provide or seek to provide DIP Financing secured by Liens equal or senior to the Liens on the Working Capital Priority Collateral, without the prior written consent of the Working Capital Agent. The Working Capital Agent and Working Capital Claimholders shall not, directly or indirectly, offer to provide, support any other Person in providing, provide or seek to provide DIP Financing secured by Liens equal or senior to the Liens on the Term Loan Priority Collateral, without the prior written consent of the Term Loan Agent and any Additional Agent. The Term Loan Agent and the Term Loan Claimholders shall not, directly or indirectly, offer to provide, support any other Person in providing, provide or seek to provide DIP Financing secured by Liens equal or senior to the Liens on the Term Loan Priority Collateral, without the prior written consent of any Additional Agent. Any Additional Agent and such other applicable Additional Claimholders shall not, directly or indirectly, offer to provide, support any other Person in providing, provide or seek to provide DIP Financing secured by Liens equal or senior to the Liens on the Term Loan Priority Collateral, without the prior written consent of the Term Loan Agent and any other Additional Agent. All references to any Collateral hereunder shall be construed to include any assets arising after the commencement of the case under the Bankruptcy Code of the same type or category as such Collateral.

     6.2 Sale Issues. Each Agent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees that it will raise no objection to or oppose a sale or other disposition of any Collateral which does not constitute its Priority Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Priority Agent has consented to such sale or disposition of such assets so long as the interests of such Agent and the Claimholders for whom it acts as Agent in such Collateral attach to the proceeds thereof, subject to the terms of this Agreement. If requested by any Priority Agent in connection therewith, each Non-Priority Agent shall affirmatively consent to such a sale or disposition.

     6.3 Relief from the Automatic Stay. Each Agent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees that none of them shall (i) seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of any Collateral which does not constitute its Priority Collateral, without the prior written consent of the Priority Agent, or (ii) oppose any request by any Priority Agent or any Priority Claimholder to seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of their respective Priority Collateral.

6.4 Adequate Protection.

     (a) Each Agent, on behalf of itself and the Claimholders for whom it acts as Agent, may seek adequate protection of its interest in its respective Priority Collateral and each other Agent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees that none of them shall contest (or support any other person contesting) (i) any such request for adequate protection by any Priority Agent with respect to its Priority Collateral or (ii) any objection by any Priority Agent or the Priority Claimholders to any motion, relief, action or proceeding based on any Priority Agent or the Priority Claimholders claiming a lack of adequate protection of their interests in their respective Priority Collateral. Each Agent acknowledges and agrees that any superpriority administrative expense claim granted to such Agent or arising under 11 U.S.C. § 507(b) as adequate protection of its interest in its respective Priority Collateral shall be pari passu with any superpriority administrative expense claim granted to any other Agent as adequate protection of their interest in its respective Priority Collateral.

     (b) Each Non-Priority Agent, on behalf of itself and the Claimholders for whom it acts as Agent, may seek adequate protection of its junior interest in Collateral, subject to the

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provisions of this Agreement, only if (A) any Priority Agent is granted adequate protection in the form of a replacement Lien on post-petition collateral of the same type as the Priority Collateral, and (B) such additional protection requested by such Agent is in the form of a replacement Lien on such post-petition collateral of the same type as the Priority Collateral, which Lien, if granted, will be subordinated to the adequate protection Liens granted in favor of such Priority Agent on such post-petition collateral and the Liens securing any DIP financing (and all Obligations relating thereto) secured by such Priority Collateral on the same basis as the Liens of such Non-Priority Agent on such Priority Collateral are subordinated to the Liens of such Priority Agent on such Priority Collateral under this Agreement. In the event that a Non-Priority Agent, on behalf of itself or any of the Claimholders for whom it acts as Agent, seeks or requests (or is otherwise granted) adequate protection of its junior interest in Collateral in the form of a replacement Lien on additional collateral in any form, then such Agent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees that (i) any other Non-Priority Agent also holding a junior interest in such Collateral shall also be granted a replacement lien on such additional collateral as adequate protection of such junior interest in such Collateral and that such Non-Priority Agent’s replacement Lien shall be pari passu to the replacement Lien of such other Non-Priority Agent and (ii) each Priority Agent shall also be granted a replacement Lien on such additional collateral as adequate protection of its senior interest in Collateral and that such Agent’s replacement Lien shall be subordinated to the replacement Lien of each such Priority Agent. If any Agent or Claimholder receives as adequate protection a Lien on post-petition assets of the same type as its pre-petition Priority Collateral, then such post-petition assets shall also constitute Priority Collateral of such Person to the extent of any allowed claim secured by such adequate protection Lien.

     (c) Each Non-Priority Agent on behalf of itself and the Non-Priority Claimholders for whom it acts as Agent, may seek and receive additional adequate protection of its junior interest in Collateral, subject to the provisions of this Agreement, in the form of a superpriority administrative expense claim, including a claim arising under 11 U.S.C. § 507(b), which superpriority administrative expense claim shall be junior in all respects to any superpriority administrative expense claim granted to the Priority Claimholders with respect to such Collateral and pari passu in all respects with any superpriority administrative expense claim granted to any other Non-Priority Claimholders with respect to such Collateral. In the event that a Non-Priority Agent, on behalf of itself and the Non-Priority Claimholders for whom it acts as Agent, seeks or receives protection of its junior interest in Collateral and is granted a superpriority administrative expense claim, including a claim arising under 11 U.S.C. § 507(b), then such Non-Priority Agent, on behalf of itself and the Non-Priority Claimholders for whom it acts as Agent, agrees that (i) the Priority Claimholders shall receive a superpriority administrative expense claim which shall be senior in all respects to the superpriority administrative expense claim granted to such Agent with respect to such Collateral and (ii) any other Non-Priority Claimholders shall receive a superpriority administrative expense claim which shall be pari passu in all respects with the superpriority administrative expense claim granted to such Agent with respect to such Collateral.

     6.5 Separate Grants of Security and Separate Classification. Each of the Grantors and each of the Claimholders acknowledges and agrees with respect to each class of Priority Collateral that (i) the grants of Liens pursuant to the Working Capital Collateral Documents, on the one hand, and the Term Loan Collateral Documents and any Additional Collateral Documents, on the other hand, constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Working Capital Obligations, on the one hand, and the Term Loan Obligations and any Additional Obligations, on the other hand, are fundamentally different from one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation

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Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of (x) the Working Capital Claimholders and (y) the Term Loan Claimholders and/or any Additional Claimholders in respect of any Priority Collateral, constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Priority Claimholders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, their Priority Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees, costs and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any such Priority Collateral is made in respect of the claims held by the Non-Priority Claimholders, with the Non-Priority Claimholders hereby acknowledging and agreeing to turn over to the Priority Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Non-Priority Claimholders.

     6.6 Post-Petition Claims. No Agent, nor any of the Claimholders for which it acts as Agent, shall oppose or seek to challenge (a) any claim by any Priority Agent or any Priority Claimholder for allowance in any Insolvency or Liquidation Proceeding of Obligations consisting of post-petition interest, fees, costs, charges or expenses to the extent of the value of the lien of such Priority Agent in such Priority Agent’s Priority Collateral, without regard to the existence of the Lien of any Non-Priority Agent in such Collateral, or (b) any claim by any Non-Priority Agent or any Non-Priority Claimholder for allowance in any Insolvency or Liquidation Proceeding of Obligations consisting of post-petition interest, fees, costs, charges or expenses to the extent of the value of the lien of such Non-Priority Agent in such Collateral.

     6.7 Avoidance Issues. If any Priority Claimholder is required in any Insolvency or Liquidation Proceeding, or otherwise, to turn over or otherwise pay to the estate of any Grantor any amount in respect of any Working Capital Obligation, any Term Loan Obligation or any Additional Obligation, as applicable (a “Recovery”), then such Claimholder shall be entitled to a reinstatement of its Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Priority Collateral or proceeds thereof received by any Non-Priority Agent or any other Non-Priority Claimholder after a Discharge of Obligations of the Priority Claimholders and prior to the reinstatement of such Obligations shall be delivered to the Priority Agent (in the case of the Term Loan Agent and any Additional Agent, on a ratable basis or on such other basis as such Agents may agree) upon such reinstatement in accordance with Section 4.2.

     6.8 Expense Claims. Each Non-Priority Agent, for itself and on behalf of the Claimholders for whom it acts as Agent, agrees that it will not (i) contest the payment of fees, expenses or other amounts to any Priority Agent or any Priority Claimholder under Section 506(b) of the Bankruptcy Code or otherwise to the extent of the value of the lien of such Priority Agent in such Priority Agent’s Priority Collateral and to the extent provided for in the applicable Credit Agreement or (ii) assert or enforce any claim under Section 506(c) of the Bankruptcy Code senior to or on parity with the Lien of any Priority Agent for costs or expenses of preserving or disposing of such Priority Agent’s Priority Collateral.

     6.9 Effectiveness in Insolvency or Liquidation Proceedings. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding. All references in this Agreement to any Grantor shall include such Person as a debtor-in-possession and any receiver or trustee for such Person in any Insolvency or Liquidation Proceeding.

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SECTION 7

RELIANCE; WAIVERS; ETC.

     7.1 Non-Reliance

     (a) The consent by the Working Capital Claimholders to the execution and delivery of the Term Loan Credit Documents and the grant to the Term Loan Agent on behalf of the Term Loan Claimholders of a Lien on the Working Capital Priority Collateral, and to the execution and delivery of any Additional Documents and the grant to any Additional Agent on behalf of any applicable Additional Claimholders of a Lien on such Collateral, and all loans and other extensions of credit made or deemed made on and after the date hereof by the Working Capital Claimholders to the Grantors, shall be deemed to have been given and made in reliance upon this Agreement. The consent by the Term Loan Claimholders to the execution and delivery of the Working Capital Credit Documents and the grant to the Working Capital Agent on behalf of the Working Capital Claimholders of a Lien on the Term Loan Priority Collateral, and to the execution and delivery of any Additional Documents and the grant to any Additional Agent on behalf of any applicable Additional Claimholders of a Lien on such Collateral, and all loans and other extensions of credit made or deemed made on and after the date hereof by the Term Loan Claimholders to the Grantors, shall be deemed to have been given and made in reliance upon this Agreement. The consent by any Additional Claimholders to the execution and delivery of any Additional Documents (other than such Additional Documents executed by or on behalf of such Additional Claimholders) and the grant to any Additional Agent (other than any Additional Agent that acts as Agent for such Additional Claimholders) on behalf of any other applicable Additional Claimholders of a Lien on the Collateral, and all loans and other extensions of credit made or deemed made on and after the date hereof by such Additional Claimholders to the Grantors, shall be deemed to have been given and made in reliance upon this Agreement.

     (b) The Term Loan Agent and the Term Loan Administrative Agent, on behalf of themselves and the other Term Loan Claimholders, acknowledge that they and the Term Loan Claimholders have, independently and without reliance on the Working Capital Agent or any other Working Capital Claimholder, or on any Additional Agent or any other Additional Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Term Loan Credit Agreement, the other Term Loan Credit Documents, this Agreement and the transactions contemplated hereby and thereby and they will continue to make their own credit decision in taking or not taking any action under the Term Loan Credit Agreement, the other Term Loan Credit Documents or this Agreement. The Working Capital Agent and the Working Capital Administrative Agent, on behalf of themselves and the other Working Capital Claimholders, acknowledge that they and the Working Capital Claimholders have, independently and without reliance on the Term Loan Agent or any other Term Loan Claimholder, or on any Additional Agent or any other Additional Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Working Capital Credit Agreement, the other Working Capital Credit Documents, this Agreement and the transactions contemplated hereby and thereby and they will continue to make their own credit decision in taking or not taking any action under the Working Capital Credit Agreement, the other Working Capital Credit Documents or this Agreement. Each Additional Agent, on behalf of itself and any other applicable Additional Claimholders, acknowledges that it and the applicable Additional Claimholders have,

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independently and without reliance on the Working Capital Agent or any Working Capital Claimholder, or the Term Loan Agent or any Term Loan Claimholder, or any other Additional Agent or any other applicable Additional Claimholders for which such other Additional Agent acts as Agent, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the applicable Additional Documents, this Agreement and the transactions contemplated hereby and thereby and they will continue to make their own credit decision in taking or not taking any action under the Additional Documents or this Agreement.

     7.2 No Warranties or Liability.

     (a) The Working Capital Agent, on behalf of itself and the Working Capital Claimholders, acknowledges and agrees that (i) the Term Loan Agent and the Term Loan Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Term Loan Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) any Additional Agent and any Additional Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Additional Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.

     (b) The Term Loan Agent, on behalf of itself and the Term Loan Claimholders, acknowledges and agrees that (i) the Working Capital Agent and the Working Capital Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Working Capital Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) any Additional Agent and any Additional Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Additional Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.

     (c) Each Additional Agent, on behalf of itself and the applicable Additional Claimholders, acknowledges and agrees that (i) the Working Capital Agent and the Working Capital Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Working Capital Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon, (ii) the Term Loan Agent and the Term Loan Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Term Loan Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (iii) any other Additional Agent and any other applicable Additional Claimholders for which such other Additional Agent acts as Agent have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Additional Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.

     (d) The Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Term Loan Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Additional Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under any applicable Additional Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Working Capital Claimholders will be entitled to manage and supervise their respective loans and

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extensions of credit under the Working Capital Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate.

     (e) Neither any Agent nor any Claimholder for which such Agent acts as Agent shall have any duty to any other Agent or any Claimholder for which such other Agent acts as Agent to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Company or any Grantor (including the Working Capital Credit Documents, the Term Loan Credit Documents and any Additional Documents), regardless of any knowledge thereof which they may have or be charged with.

     7.3 No Waiver of Lien Priorities.

     (a) No right of the Working Capital Agent and the Working Capital Claimholders, the Term Loan Agent and the Term Loan Claimholders, any Additional Agent and any Additional Claimholders, the Control Agent or any of them to enforce any provision of this Agreement or their respective Credit Documents shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any other Grantor or by any act or failure to act by such party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement or their respective Credit Documents, regardless of any knowledge thereof which such party may have or be otherwise charged with.

     (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company and the other Grantors under the applicable Credit Documents), the Working Capital Agent and the Working Capital Claimholders, the Term Loan Agent and the Term Loan Claimholders, and any Additional Agent and any Additional Claimholders and any of them may, at any time and from time to time in accordance with their respective Credit Documents or applicable law, without the consent of, or notice to, the other Claimholders and without incurring any liabilities to the other Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the other Claimholders is affected, impaired or extinguished thereby) do any one or more of the following:

     (i) make loans and advances to any Grantor or issue, guaranty or obtain letters of credit for account of any Grantor or otherwise extend credit to any Grantor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing (subject, in each case, to any limitations expressly set forth in this Agreement);

     (ii) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of their respective Obligations or guaranty thereof or any liability of the Company or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of their respective Obligations, without any restriction as to the amount, tenor or terms of any such increase or extension, subject to any limitations expressly set forth in this Agreement) or, subject to the provisions of this Agreement, otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by such Agent or such Claimholders, their respective Obligations or any of their respective Credit Documents; provided, however, the foregoing shall not prohibit any other Agent and any other Claimholders from enforcing, consistent with the other

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terms of this Agreement, any right arising under their respective Credit Agreement or other Credit Documents as a result of any Grantor’s violation of the terms hereof;

     (iii) subject to the provisions of this Agreement, sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral or any liability of the Company or any other Grantor to such Claimholders or such Agent, or any liability incurred directly or indirectly in respect thereof;

     (iv) settle or compromise their respective Obligations or any portion thereof or any other liability of the Company or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including their respective Obligations) in any manner or order;

     (v) subject to the restrictions set forth in this Agreement, exercise or delay in or refrain from exercising any right or remedy against the Company or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with Company, any other Grantor or any Collateral and any security and any guarantor or any liability of the Company or any other Grantor to such Claimholders or any liability incurred directly or indirectly in respect thereof;

     (vi) take or fail to take any Lien securing their respective Obligations or any other collateral security for such Obligations or take or fail to take any action which may be necessary or appropriate to ensure that any Lien securing such Obligations or any other Lien upon any property is duly enforceable or perfected or entitled to priority as against any other Lien, provided that Liens taken in violation of Section 2.5 shall be subject to the provisions of Section 2.5; or

     (vii) otherwise release, discharge or permit the lapse of any or all Liens securing their respective Obligations or any other Liens upon any property at any time securing any such Obligations.

     (c) Each Agent, on behalf of itself and the Claimholders for which it acts as Agent, also agrees that no Priority Agent or Priority Claimholders shall have any liability to such Agent or the Claimholders for which it acts as Agent, and such Agent on behalf of itself and the Claimholders for which it acts as Agent, hereby waives all claims against any Priority Agent and any Priority Claimholders, arising out of any and all actions which such Priority Agent or such Priority Claimholders may take or permit or omit to take with respect to their Priority Collateral. Each Agent, on behalf of itself and the Claimholders for which it acts as Agent, agrees that no Priority Agent or Priority Claimholders shall have any duty to them in respect of the maintenance or preservation of any Priority Agent’s Priority Collateral.

     (d) Each Agent, on behalf of itself and the Claimholders for which it acts as Agent, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to Collateral that does not constitute its Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

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     7.4 Obligations Unconditional. All rights, interests, agreements and obligations of the Working Capital Agent and the Working Capital Claimholders, the Term Loan Agent and the Term Loan Claimholders, and any Additional Agent and any Additional Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

     (a) any lack of validity or enforceability of any Working Capital Credit Documents, any Term Loan Credit Documents or any Additional Documents or any setting aside or avoidance of any Lien;

     (b) except as otherwise set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the Working Capital Obligations, the Term Loan Obligations or any Additional Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Working Capital Credit Document, any Term Loan Credit Document or any Additional Document;

     (c) any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Working Capital Obligations, the Term Loan Obligations or any Additional Obligations or any guarantee thereof;

     (d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any other Grantor; or

     (e) any other circumstances which otherwise might constitute a defense available to, or a discharge of, the Company or any other Grantor in respect of the Working Capital Obligations, the Term Loan Obligations or the Additional Obligations.

     7.5 Certain Notices.

     (a) Promptly upon the Discharge of Working Capital Obligations, the Working Capital Agent shall deliver written notice confirming same to the remaining Agent Parties; provided that the failure to give any such notice shall not result in any liability of the Working Capital Agent or the other Working Capital Claimholders hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder. Promptly upon the Discharge of Term Loan Obligations, the Term Loan Agent shall deliver written notice confirming same to the remaining Agent Parties; provided that the failure to give any such notice shall not result in any liability of the Term Loan Agent or the other Term Loan Claimholders hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder. Promptly upon the Discharge of Additional Obligations, the applicable Additional Agent shall deliver written notice confirming same to the Working Capital Agent, the Term Loan Agent and any other Additional Agent; provided that the failure to give any such notice shall not result in any liability of such Additional Agent or the applicable Additional Claimholders or in the modification, alteration, impairment, or waiver of the rights of any party hereunder.

     (b) No later than five (5) days prior to the commencement by any Priority Agent of any enforcement action or the exercise of any remedy with respect to its Priority Collateral (including by way of a public or private sale of such Priority Collateral), such Priority Agent shall notify the other Agent Parties of such intended action; provided that the failure to give any such notice shall not result in any liability hereunder of such Priority Agent or the Priority

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Claimholders for which it acts as Agent or in the modification, alteration, impairment, or waiver of the rights of any party hereunder.

SECTION 8

MISCELLANEOUS

     8.1 Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the Term Loan Credit Documents, the Working Capital Credit Documents or any Additional Documents, the provisions of this Agreement shall govern and control. The parties hereto acknowledge that the terms of this Agreement are not intended to negate any specific rights granted to the Company or any other Grantor in the Term Loan Credit Documents, the Working Capital Credit Documents or any Additional Documents.

     8.2 Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the Working Capital Claimholders, the Term Loan Claimholders and any Additional Claimholders may each continue, at any time and without notice to the other Claimholders, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting Working Capital Obligations, Term Loan Obligations or Additional Obligations, as applicable, in reliance hereof. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect upon the Discharge of Working Capital Obligations (in accordance with the provisions hereof), except for Section 5.3 and the provisions of this Section 8 as they relate to Section 5.3, and subject to reinstatement in accordance with Section 6.7.

     8.3 Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the Working Capital Agent, the Term Loan Agent or any Additional Agent, or (subject to the following sentence) the Company or any other Grantor, shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, neither the Company nor any other Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights or obligations are directly affected; provided that (x) no amendment, modification or waiver of any provision of this Agreement, and no consent to any departure therefrom by any party hereto, that changes, alters, modifies or otherwise affects any right or obligation of, or otherwise adversely affects in any manner, any Additional Agent that is not then a party hereto, or any Additional Claimholder not then represented by an Additional Agent that is then a party hereto (including but not limited to any change, alteration, modification or other effect upon any right or obligation of or other adverse effect upon any such Additional Agent or Additional Claimholder that may at any subsequent time become a party hereto or beneficiary hereof) shall be effective unless it is consented to in writing by the Company (regardless of whether any such Additional Agent or Additional Claimholder ever becomes a party hereto or beneficiary hereof) and (y) any

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amendment, modification or waiver of any provision of this Agreement that would have the effect, directly or indirectly, through any reference in any Credit Document to this Agreement or otherwise, of waiving, amending, supplementing or otherwise modifying any Credit Document, or any term or provision thereof, or any right or obligation of the Company or any other Grantor thereunder or in respect thereof, shall not be given such effect except pursuant to a written instrument executed by the Company and each other affected Grantor.

     8.4 Information Concerning Financial Condition of Company and its Subsidiaries.

     (a) The Term Loan Agent and the Term Loan Claimholders, and the Working Capital Agent and the Working Capital Claimholders, and each Additional Agent and applicable Additional Claimholders, respectively, shall each be responsible for keeping themselves informed of (a) the financial condition of Company and its Subsidiaries and all endorsers or guarantors of the Term Loan Obligations, the Working Capital Obligations or any Additional Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Term Loan Obligations, the Working Capital Obligations or any Additional Obligations. Each Agent and the Claimholders for which it acts as Agent shall have no duty to advise any other Agent or any Claimholder for which any other Agent acts as Agent of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that any Agent or any of the Claimholders for which it acts as Agent, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other Agent or any Claimholder for which such other Agent acts as Agent, it or they shall be under no obligation (w) to make, and such party shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

     (b) The Grantors agree that any information with respect to the Control Collateral provided by any Grantor to the Control Agent expressly and solely in its capacity as Control Agent may be shared by the Control Agent with any Claimholder upon its request therefor, notwithstanding any request or demand by such Grantor that such information be kept confidential; provided, that such information shall otherwise be subject to the respective confidentiality provisions in the Working Capital Credit Agreement, the Term Loan Credit Agreement and each Additional Credit Facility, as applicable, and to any other confidentiality agreement or undertaking to which such Claimholder is party or otherwise subject.

     8.5 Subrogation. Each Agent, for itself and on behalf of the Claimholders for which it acts as Agent, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Obligations has occurred with respect to each other group of Claimholders.

     8.6 Notice of Term Loan Representative Change. Until an Agent (other than the existing Term Loan Representative) receives written notice from the existing Term Loan Representative, in accordance with Section 8.8 of this Agreement, of a change in the identity of the Term Loan Representative, such Agent shall be entitled to act as if the existing Term Loan Representative is in fact the Term Loan Representative. Each Agent (other than the existing Term Loan Representative) shall be entitled to rely upon any written notice of a change in the identity of the Term Loan Representative which facially appears to be from the then existing Term Loan Representative and is delivered in accordance with Section 8.8 and such Agent shall not be required to inquire into the veracity or genuineness of such

52

notice. Each existing Term Loan Representative from time to time agrees to give prompt written notice to each Agent of any change in the identity of the Term Loan Representative.

     8.7 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.

     (a) This Agreement and the rights and obligations of the parties hereto under this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to the rules or principles of conflict of laws thereof to the extent that the same are not mandatorily applicable by statute and would cause the application of the laws of any other jurisdiction.

     (b) The parties hereto irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York sitting in New York County, New York and the United States District Court of the Southern District of New York, whichever the Agents may elect, and to the fullest extent permitted by law, waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Credit Document and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that the Agents and the Claimholders reserve the right to bring any action or proceeding against any Grantor or its or their property in the courts of any other jurisdiction which such Agent or Claimholder deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against any Grantor or its or their property).

     (c) Each Grantor to the fullest extent permitted by law hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at the Agents’ option, by service upon any Grantor in any other manner provided under the rules of any such courts.

     (d) EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     (e) The Agents and Claimholders shall not have any liability to any Grantor (whether in tort, contract, equity or otherwise) for losses suffered by such Grantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, except to the extent it is determined by a final and non-appealable judgment or court order binding on the applicable Agent and Claimholders that the losses were the result of acts or omissions constituting gross

53

negligence or willful misconduct. Each Grantor: (i) certifies that neither the Agents, the Claimholders nor any representative, agent or attorney acting for or on behalf of the Agents or the Claimholders has represented, expressly or otherwise, that the Agents and the Claimholders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Credit Documents and (ii) acknowledges that in entering into this Agreement and the other Credit Documents, the Agents and the Claimholders are relying upon, among other things, the waivers and certifications set forth in this Section 8.7 and elsewhere herein and therein.

     8.8 Notices. All notices to the Control Agent, the Term Loan Claimholders, the Working Capital Claimholders and any applicable Additional Claimholders permitted or required under this Agreement shall also be sent to the Working Capital Agent, the Term Loan Agent and the applicable Additional Agent, respectively. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of electronic mail or four Business Days after deposit in the U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

     8.9 Further Assurances. The Working Capital Agent, on behalf of itself and the Working Capital Claimholders, the Term Loan Agent, on behalf of itself and the Term Loan Claimholders, any Additional Agent, on behalf of itself and the applicable Additional Claimholders, and the Company, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the Working Capital Agent, the Term Loan Agent or such Additional Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by this Agreement.

     8.10 Designation of Additional Indebtedness; Joinder of Additional Agents.

     (a) The Company may designate any Additional Indebtedness complying with the requirements of the definition of “Additional Indebtedness” as Additional Indebtedness for purposes of this Agreement, upon complying with the following conditions:

(i) One or more Additional Agents for one or more Additional Claimholders in respect of such Additional Indebtedness shall have executed the Additional Indebtedness Joinder with respect to such Additional Indebtedness, and the Company or any such Additional Agent shall have delivered such executed Additional Indebtedness Joinder to each Agent Party;

(ii) at least five Business Days prior to delivery of the Additional Indebtedness Joinder, the Company shall have delivered to each Agent Party complete and correct copies of any Additional Credit Facility, Additional Guarantees and Additional Collateral Documents that will govern such Additional Indebtedness upon giving effect to such designation (which may be unexecuted copies of Additional Documents to be executed and delivered concurrently with the effectiveness of such designation);

(iii) The Company shall have executed and delivered to each Agent Party the Additional Indebtedness Designation with respect to such Additional Indebtedness;

54

(iv) all state and local stamp, recording, filing, intangible and similar taxes or fees (if any) that are payable in connection with the inclusion of such Additional Indebtedness under this Agreement shall have been paid and reasonable evidence thereof shall have been given to each Agent Party; and

(v) No Event of Default shall have occurred and be continuing.

     (b) Upon satisfaction of the foregoing conditions, the designated Additional Indebtedness shall constitute “Additional Indebtedness”, any Additional Credit Facility under which such Additional Indebtedness is or may be incurred shall constitute an “Additional Credit Facility”, any holder of such Additional Indebtedness or other applicable Additional Creditor shall constitute an “Additional Creditor”, and any Additional Agent for any such Additional Creditor shall constitute an “Additional Agent”, for all purposes under this Agreement. The date on which the foregoing conditions shall have been satisfied with respect to such Additional Indebtedness is herein called the “Additional Effective Date”. Prior to the Additional Effective Date with respect to such Additional Indebtedness, all references herein to Additional Indebtedness shall be deemed not to take into account such Additional Indebtedness, and the rights and obligations of each Agent Party shall be determined on the basis that such Additional Indebtedness is not then designated. On and after the Additional Effective Date with respect to such Additional Indebtedness, all references herein to Additional Indebtedness shall be deemed to take into account such Additional Indebtedness, and the rights and obligations of each Agent Party shall be determined on the basis that such Additional Indebtedness is then designated.

     (c) In connection with any designation of Additional Indebtedness pursuant to this Section 8.10, each Agent Party agrees (x) to execute and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, any Term Collateral Documents, Working Capital Collateral Documents, or Additional Collateral Documents, as applicable, and any blocked account, control or other agreements relating to any security interest in Control Collateral, and to make or consent to any filings or take any other actions, as may be reasonably deemed by the Company to be necessary or reasonably desirable for any Lien on any Collateral to secure such Additional Indebtedness to become a valid and perfected Lien (with the priority contemplated by this Agreement), and (y) otherwise to reasonably cooperate to effectuate a designation of Additional Indebtedness pursuant to this Section 8.10 (including without limitation, if requested, by executing an acknowledgment of any Additional Indebtedness Joinder or of the occurrence of any Additional Effective Date), in each event at the sole costs of the Company and the Grantors.

     8.11 Binding on Successors and Assigns. This Agreement shall be binding upon the Working Capital Agent, the other Working Capital Claimholders, the Term Loan Agent, the other Term Loan Claimholders, each Additional Agent and the other Additional Claimholders, the Control Agent and their respective successors and assigns.

     8.12 Specific Performance. Each Agent may demand specific performance of this Agreement. Each Agent, on behalf of itself and the Claimholders for which it acts as Agent, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any other Agent.

     8.13 Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

55

     8.14 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

     8.15 Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

     8.16 No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the Working Capital Agent, the other Working Capital Claimholders, the Term Loan Agent, the other Term Loan Claimholders, each Additional Agent, the other Additional Claimholders, the Control Agent and the Company and the other Grantors. No other Person shall have or be entitled to assert rights or benefits hereunder.

     8.17 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the Working Capital Claimholders, the Term Loan Claimholders and any Additional Claimholders, respectively. Nothing in this Agreement is intended to or shall impair the rights of Company or any other Grantor, or the obligations of Company or any other Grantor to pay the Working Capital Obligations, the Term Loan Obligations and any Additional Obligations as and when the same shall become due and payable in accordance with their terms.

     8.18 Future Grantors. Any Domestic Subsidiary of the Company from time to time party to a Credit Document shall become a “Grantor” hereunder for all purposes of this Agreement upon execution and delivery by such Domestic Subsidiary of a joinder agreement substantially in the form of Exhibit D hereto.

[Signature Pages Follow]

56

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

WELLS FARGO FOOTHILL, LLC,
as Working Capital Agent,
 

By:  

Name:  

Title:  

Notice Address:

[                                        ], as Working Capital Agent
[                                        ]
[                                        ]
[                                        ]
Attention: [                                        ]
Telecopier: [                                        ]
Telephone: [                                        ]

with a copy to:

[                                        ]
[                                        ]
[                                        ]
Attention: [                                        ]
Telecopier: [                                        ]
Telephone: [                                        ]

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Term Loan Agent,
 

By:  

Name:  

Title:  

Notice Address:

Wachovia Bank, National Association, as Term Loan Agent
Wells Fargo Securities
One Wachovia Center
301 South College Street, 6th Floor
Charlotte, NC 28288
Attention: Patrick McKinnon
Facsimile: 704-374-3300
Telephone: 704-715-4433
Email: patrick.mckinnon@wachovia.com

with a copy to:

Wells Fargo Bank, NA
21 Waterway Avenue, Suite 600
The Woodlands, TX 77380
Attention: Janet Ritter
Facsimile: 281-362-6611
Telephone: 281-362-6635
Email: ritterj@wellsfargo.com

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Control Agent,
 

By:  

Name:  

Title:  

Notice Address:

Wells Fargo Bank, NA, , as Control Agent
21 Waterway Avenue, Suite 600
The Woodlands, TX 77380
Attention: Janet Ritter
Facsimile: 281-362-6611
Telephone: 281-362-6635
Email: ritterj@wellsfargo.com

with a copy to:

Wachovia Bank, National Association
Wells Fargo Securities
One Wachovia Center
301 South College Street, 6th Floor
Charlotte, NC 28288
Attention: Patrick McKinnon
Facsimile: 704-374-3300
Telephone: 704-715-4433
Email: patrick.mckinnon@wachovia.com

NCI BUILDING SYSTEMS, INC.,
a Delaware corporation
 

By:  

Name:  

Title 

[                                        ],
a [                                        ]
 

By:  

Name:  

Title:  

Notice Address:

NCI Building Systems, Inc.
10943 N. Sam Houston Parkway W.
Houston, Texas 77064
Attention: Chief Financial Officer
Telecopier: [                                        ]
Telephone: [                                        ]

with a copy to:

[                                        ]
[                                        ]
[                                        ]
Attention: [                                        ]
Telecopier: [                                        ]
Telephone: [                                        ]

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E TO
AMENDED AND RESTATED CREDIT AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

          Reference is made to the Loan(s) held by the undersigned pursuant to the Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) dated                     , 2009 entered into by and among NCI Building Systems, Inc., a Delaware corporation (the "Borrower”), the parties hereto from time to time as lenders thereto (each individually, a "Lender” and collectively, “Lenders”) and Wells Fargo Bank, N.A., as administrative agent and collateral agent for the Lenders thereunder (in such capacity, the “Administrative Agent”). The undersigned hereby certifies under penalty of perjury that:

1.	The undersigned is the sole record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) registered in its name;
2.	The income from the Loan(s) held by the undersigned is not effectively connected with the conduct of a trade or business within the United States;
3.	The undersigned is not a bank (as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”)), is not subject to regulatory or other legal requirements as a bank in any jurisdiction and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or any qualification for any exemption from any tax, securities law or other legal requirements;
4.	The undersigned is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code; and
5.	The undersigned is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code.

          The undersigned has furnished the Administrative Agent and the Borrower each with a certificate of the undersigned’s non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall so inform the Administrative Agent and the Borrower in writing within 30 days of such change and (2) the undersigned shall furnish the Administrative Agent and the Borrower each with, a properly completed and currently effective certificate in either the calendar year in which a payment is to be made to the undersigned pursuant to the Amended and Restated Credit Agreement, or in either of the two calendar years preceding such payment.

E-1

          Unless otherwise defined herein, terms defined in the Amended and Restated Credit Agreement and used herein shall have the meanings given to them in the Amended and Restated Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title: [Address]

Dated:                     , 200___

E-2

EXHIBIT F TO
AMENDED AND RESTATED CREDIT AGREEMENT

FORM OF ASSIGNMENT AND ACCEPTANCE

          Reference is made to the Amended and Restated Credit Agreement, dated as of October [     ], 2009 (as amended, supplemented, waived or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Amended and Restated Credit Agreement and used herein shall have the meanings given to them in the Amended and Restated Credit Agreement.

                                                   (the “Assignor”) and                                           (the “Assignee”) agree as follows:

1.	The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Transfer Effective Date (as defined below), an interest (the “Assigned Interest”) as set forth in Schedule 1 in and to the Assignor’s rights and obligations under the Amended and Restated Credit Agreement and the other Loan Documents with respect to the Loans under the Amended and Restated Credit Agreement (the “Assigned Loans”), in a principal amount as set forth on Schedule 1.
2.	The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Amended and Restated Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Amended and Restated Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the Assigned Interest and that it has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Subsidiaries or the performance or observance by the Borrower or any of its Subsidiaries of any of their respective obligations under the Amended and Restated Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches the Note(s), if any, held by it evidencing the Assigned Loans.
3.	The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Amended and Restated Credit Agreement, together with copies of the financial statements referred to in Section 6.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended and Restated Credit

	Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended and Restated Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; (e) hereby affirms the acknowledgements and representations of such Assignee as a Lender contained in Section 10.6 of the Amended and Restated Credit Agreement; and (f) agrees that it will be bound by the provisions of the Amended and Restated Credit Agreement and will perform in accordance with the terms of the Amended and Restated Credit Agreement all the obligations which by the terms of the Amended and Restated Credit Agreement are required to be performed by it as a Lender, including its obligations pursuant to Section 10.17 of the Amended and Restated Credit Agreement, and, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to Section 3.10(b) of the Amended and Restated Credit Agreement.
4.	The effective date of this Assignment and Acceptance shall be ___ ___, 20___ (the “Transfer Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to Section 10.6 of the Amended and Restated Credit Agreement, effective as of the Transfer Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent).
5.	Upon such acceptance and recording, from and after the Transfer Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to the Transfer Effective Date or accrued subsequent to the Transfer Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Transfer Effective Date or with respect to the making of this assignment directly between themselves.
6.	From and after the Transfer Effective Date, (a) the Assignee shall be a party to the Amended and Restated Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Amended and Restated Credit Agreement, but shall nevertheless continue to be entitled to the benefits of (and bound by any related obligations under) Sections 3.9, 3.10, 3.11, 10.5 and 10.17 thereof.
7.	Notwithstanding any other provision hereof, if the consents of the Borrower and the Administrative Agent hereto are required under Section 10.6 of the Amended and Restated Credit Agreement, this Assignment and Acceptance shall not be effective unless such consents shall have been obtained.
8.	This Assignment and Acceptance shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

F-2

          IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

F-3

SCHEDULE 1 to the
Assignment and Acceptance

     Re: Amended and Restated Credit Agreement, dated as of October [     ], 2009, among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders, and WELLS FARGO SECURITIES, LLC, as lead arranger and bookrunner.

Name of Assignor:

Name of Assignee:

Transfer Effective Date of Assignment:

Aggregate Amount of
Loans for all Lenders	Amount of Loans Assigned
___ . ________%	$

[NAME OF ASSIGNEE]		[NAME OF ASSIGNOR]
By:		By:
	Name:		Name:
	Title:		Title:

Accepted for recording in the Register:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Consented To:
NCI BUILDING SYSTEMS, INC.
By:
	Name:
	Title:
WACHOVIA BANK, NATIONAL
ASSOCIATION,
as Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

5

EXHIBIT G TO
AMENDED AND RESTATED CREDIT AGREEMENT

TAX SHARING AGREEMENT

     This Tax Sharing Agreement (the “Agreement”), dated as of [___], is made and entered into between [                    ], a [Delaware] corporation (“Holding”) and NCI Building Systems, Inc., a Delaware corporation (the “Company”). This Agreement shall become effective and binding upon the parties hereto as of the date hereof.

W I T N E S S E T H:

     WHEREAS, the parties hereto desire to provide for the allocation of liabilities, procedures to be followed, and other matters with respect to Combined Taxes (as defined below);

     NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.	Definitions.
	Code: shall mean the Internal Revenue Code of 1986, as amended.
	Combined Tax: shall mean any Tax in respect of a Combined Tax Group.
	Combined Tax Group: shall mean any affiliated group (i) of which the Company or any of its Subsidiaries was or is, or was or is required to be, a member for any Tax year and (ii) of which a Parent Entity was or is, or was or is required to be, the common parent for such Tax year for purposes of paying Taxes or filing a Tax Return.
	Combined Tax Return: shall mean any Tax Return with respect to any Combined Tax.
	Company Group: shall mean, with respect to any Combined Tax, a subgroup of the relevant Combined Tax Group, whose member or members shall include each member of such Combined Tax Group that is either the Company or a Subsidiary of the Company.

Due Date: shall mean, with respect to the filing of any Tax Return or the payment of Tax, the date on which such Tax Return is due to be filed with, or such payment is due to be made to, the appropriate Taxing Authority pursuant to applicable law, giving effect to any applicable extensions of the time for such filing or payment.

Estimated Tax Sharing Payments: shall mean the periodic tax sharing payments required under Article III, Section 2 of this Agreement.

IRS: shall mean the United States Internal Revenue Service, including, but not limited to, its authorized agents and representatives and, in the case of a litigated controversy, the attorneys representing it.

Parent Entity: shall mean Holding and any Subsidiary of Holding other than the Company and its Subsidiaries.

Person: shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

Pro Forma Company Return: shall mean a pro forma Tax Return prepared pursuant to Article III, Section 1 or 3.

Subsidiary: shall mean, with respect to any Person at any time, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (a) such Person or (b) one or more Subsidiaries of such Person.

Tax: shall mean any federal, state, local or foreign income, alternative minimum, accumulated earnings, personal holding company, franchise, capital stock, profits, windfall profits, gross receipts, sales, use, value added, transfer, registration, stamp, premium, excise, customs duties, severance, environmental (including taxes under section 59A of the Code), real property, personal property, ad valorem, rent, occupancy, license, occupation, employment, payroll, social security, disability, unemployment, workers’ compensation, withholding, estimated or other similar tax, duty, fee, assessment or other governmental charge or deficiencies thereof (including all interest and penalties thereon and additions thereto).

	Tax Return: shall mean any federal, state, local or foreign tax return, declaration, statement, report, schedule, form or information return or any amendment to any of the foregoing relating to Taxes.
	Taxing Authority: shall mean, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.
	Treasury Regulations: shall mean the regulations prescribed under the Code.
2.	Successors.
	References to the Company or a Parent Entity shall include any successor thereto or any Person with respect to which the Company or such Parent Entity, respectively, is the successor.

ARTICLE II

PROCEDURAL MATTERS

1.	The applicable Parent Entity shall have the sole and exclusive responsibility for the preparation and filing of each Combined Tax Return for each Combined Tax with respect to which it is the common parent, including any amended returns and any other returns, documents or statements required to be filed with any Taxing Authority relating to such Combined Tax Return. Holding shall, or shall cause the applicable Parent Entity to, file all such Combined Tax Returns on a timely basis, taking into account extensions of the due date for the filings of such returns.
2.	The Company shall, and shall cause each of its Subsidiaries that is eligible to be a member of the relevant Combined Tax Group to, join and continue to join in filing a Combined Tax Return with respect to each jurisdiction for all Tax years for which the Company or such Subsidiary, as the case may be, is eligible to do so under the applicable Tax law, unless Holding shall request otherwise.
3.	Holding shall, or shall cause the applicable Parent Entity to, make all payments to the applicable Taxing Authority of all Combined Taxes that the relevant Combined Tax Group is required to pay, including estimated payments relating thereto. The applicable Parent Entity shall have the right to exercise all powers of a common parent with respect to each relevant Combined Tax Return or Combined Tax.

4.	The applicable Parent Entity shall be the sole and exclusive agent of the Combined Tax Group of which it is the common parent and of each member of such group in respect of any and all matters relating to any Combined Tax of such group for all Combined Tax Return years. In its sole discretion, such Parent Entity shall have the right with respect to each such Combined Tax Return (a) to determine (i) the manner in which such return shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported and the adoption or change of any method of accounting, (ii) whether any extensions may be requested and (iii) the elections that will be made by each member of the Combined Tax Group for which such Combined Tax Return is filed, (b) to contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of such return by any Taxing Authority, (c) to file, prosecute, compromise or settle any claim for refund and (d) to determine whether any refund to which such Combined Tax Group may be entitled shall be paid by way of refund or credited against the Combined Tax liability of such group. The Company hereby irrevocably appoints, and shall cause each of its Subsidiaries that is a member of each such Combined Tax Group to irrevocably appoint, such Parent Entity as its agent and attorney-in-fact to take such action (including the execution of documents) as such Parent Entity may deem appropriate to effect the foregoing.
5.	The Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of a Combined Tax Group to, reimburse the applicable Parent Entity for (a) any outside legal and accounting expenses incurred by such Parent Entity in the course of the conduct of any audit or contest regarding a Combined Tax liability of such group, (b) any other expenses incurred by such Parent Entity in the course of any litigation relating thereto and (c) the cost of preparing any Combined Tax Return or otherwise administering this Agreement.
6.	The Company shall, and shall cause each of its Subsidiaries that is a member of a Combined Tax Group to, furnish to the applicable Parent Entity in a timely manner such information, documents and other assistance, in each case as such Parent Entity may reasonably request in connection with the filing of each Combined Tax Return with respect to such group or any audit or examination by any Taxing Authority or any judicial or administrative proceeding relating to a Combined Tax of such group or otherwise with respect to this Agreement and the transactions contemplated hereby.

ARTICLE III

TAX SHARING PAYMENTS

1.

For each Tax year for which a Parent Entity files, or is required to file, a Combined Tax Return on or after the date hereof, Holding shall, or shall cause the applicable Parent Entity to, timely prepare, or cause to be prepared, a Pro Forma Company Return for each relevant Company Group for such year (including, if necessary, preparing Pro Forma Company Returns for prior years). Each such Pro Forma Company Return shall include only the items of income, deduction, gain, loss and credit of the members of the Company Group that join in the filing of such Combined Tax Return, and shall be prepared in a manner consistent with the elections, methods of accounting, and positions with respect to specific items made or used by such Parent Entity for purposes of such Combined Tax Return. Each such Pro Forma Company Return shall reflect any carryovers of net operating losses, net capital losses, excess tax credits or other tax attributes from Pro Forma Company Returns with respect to the same Combined Tax for prior years assuming that members of such Company Group had not been in existence before the date hereof, which carryovers could have been utilized by the Company Group if such Company Group had never been included in the relevant Combined Tax Group, but only to the extent such Parent Entity utilizes such carryovers. For purposes of this Article III, Section 1, (a) a carryover will be treated as utilized by a Parent Entity to the extent that the Tax liability of the relevant Combined Tax Group determined taking into account such carryover is less than the Tax liability of such Combined Tax Group determined without giving effect to such carryover, (b) any provision of the Code that requires consolidated computations, such as sections 861 and 1231, and any similar provision with respect to any other Combined Tax, shall be applied separately to the Company Group for purposes of preparing the Pro Forma Company Return and (c) Treasury Regulations section 1.1502-13, and any similar provisions with respect to any other Combined Tax, shall be applied as if the Company Group were not a part of the relevant Combined Tax Group. The Pro Forma Company Return shall be provided to the Company no later than 10 days before the Due Date for filing the relevant Combined Tax Return.

2.

For each Tax year in which a Combined Tax Return is, or is required to be, filed by a Parent Entity, the Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of the relevant Combined Tax Group to, make periodic payments (“Estimated Tax Sharing Payments”) to such Parent Entity in such amounts as, and no later than the dates on which, payments of estimated tax with respect to such Combined Tax would be due on or after the date hereof from the Company Group under section 6655 of the Code, and any similar provisions

	with respect to any other Combined Tax, if it were not included in the relevant Combined Tax Group (computed on a basis consistent with the relevant Pro Forma Company Return). The balance, if any, of the Estimated Tax Sharing Payments due on or after the date hereof for such Tax year shall be paid to such Parent Entity no later than December 15 of such year. The Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of the relevant Combined Tax Group to, pay to the applicable Parent Entity no later than the Due Date (for this purpose, determined without regard to extensions) on which each Combined Tax Return for each Tax year is, or is required to be, filed by such Parent Entity on or after the date hereof, an amount equal to the excess of (a) the sum of (i) the Tax liability shown on the relevant Pro Forma Company Return prepared for such Tax year and (ii) the additions to tax, if any, under section 6655 of the Code, and any similar provisions with respect to any other Combined Tax, that would have been imposed upon the Company Group (treating the amount due to such Parent Entity under clause (i) above as the Company Group’s Tax liability and treating any Estimated Tax Sharing Payments as estimated Tax payments with respect to such liability) over (b) the Estimated Tax Sharing Payments made relating thereto.
3.	To the extent that, after the date hereof, any audit, litigation, claim or refund with respect to a Combined Tax Return results in an increase in Tax liability relating to the treatment of a Company Group item, a corresponding adjustment shall be made to such item and to the Company Group’s Tax liability reflected on the applicable Pro Forma Company Return. Within 5 days after any such adjustment, the Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of the relevant Combined Tax Group to, make additional Tax sharing payments, including interest and penalties consistent with such adjustment, to the applicable Parent Entity.
4.	All calculations required to be made by a Parent Entity under this Agreement shall be binding upon the parties hereto absent manifest error.

ARTICLE IV

INTEREST

1. With respect to any federal income Tax, any amount relating thereto which is required to be paid by the Company or any of its Subsidiaries pursuant to this Agreement and which has not been timely paid to the applicable Parent Entity

shall be subject to an interest charge at the rate and in the manner provided in the Code for interest on underpayments of federal income Tax for the relevant period.

2.

With respect to any Combined Tax other than federal income Tax, any amount relating thereto which is required to be paid by the Company or any of its Subsidiaries pursuant to this Agreement and which has not been timely paid to the applicable Parent Entity shall be subject to an interest charge at the rate and in the manner provided under the applicable state or local statute for interest on underpayments of such Tax for the relevant period.

ARTICLE V

MISCELLANEOUS PROVISIONS

1.	Any information or documents furnished by one party to another pursuant to this Agreement shall be treated as confidential and, except as, and to the extent, required during the course of an audit or litigation or otherwise required by law, shall not be disclosed to another Person without the consent, which shall not be unreasonably withheld, of the first party.
2.	All payments to be made by any party under this Agreement shall, except to the extent otherwise specifically provided herein, be made without setoff, counterclaim or withholding, all of which are expressly waived.
3.	Nothing in this Agreement shall be construed to require a party hereto to pay any liability or obligation arising under this Agreement more than once.
4.	If due to any change in applicable law, regulations, or interpretation thereof after the date of this Agreement, performance of any provision of this Agreement or any transaction contemplated thereby shall become impracticable or impossible, the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.
5.	This Agreement shall be binding upon and inure to the benefit of any successor to each of the parties, by merger, acquisition of assets or otherwise, to the same extent as if the successor had been an original party to this Agreement.

6.	This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the rules or principles of conflict of laws thereof, to the extent the same are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
7.	This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which when taken together shall constitute one and the same instrument.
8.	The headings in this Agreement are for convenience only and shall not be deemed for any purpose to constitute a part or to affect the interpretation of this Agreement.
9.	This Agreement may be amended from time to time by agreement in writing executed by all the parties hereto or all of the parties then bound thereby. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior written and oral understandings with respect thereto.
10.	Any notice, request or other communication required or permitted in this Agreement shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, postage prepaid, addressed as follows:
	If to a Parent Entity:
	If to the Company:

NCI Building Systems, Inc.
10943 North Sam Houston Parkway West
Houston, Texas 77064
Attention: Chief Financial Officer
Facsimile: (281) 477-9674

In each case, with a copy to (which shall not constitute notice):

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attention: David A. Brittenham
Facsimile: (212) 909-6836

or to such other address as set forth in writing by either party to the other in accordance with this section.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized representatives.

[HOLDING]
By:
	Name:
	Title:

[Tax Sharing Agreement]

NCI BUILDING SYSTEMS, INC.
By:
	Name:
	Title:

[Tax Sharing Agreement]

EX-4.8

[EXECUTION]

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, LLC,
as Administrative Agent and Co-Collateral Agent

BANK OF AMERICA, N.A.
GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Collateral Agents

WELLS FARGO FOOTHILL, LLC
BANK OF AMERICA, N.A.
as Joint Lead Arrangers

and

WELLS FARGO FOOTHILL, LLC
BANK OF AMERICA, N.A.
GENERAL ELECTRIC CAPITAL CORPORATION
as Joint Lead Bookrunners

Dated: October 20, 2009

TABLE OF CONTENTS

SECTION 1. DEFINITIONS	1
SECTION 2. CREDIT FACILITIES	52
2.1 Revolving Loans	52
2.2 Swing Line Loans	52
2.3 Letters of Credit	53
2.4 Requests for Borrowings	57
2.5 Mandatory Prepayments	58
2.6 Optional Prepayments	59
2.7 Increase in Maximum Credit	59
2.8 Decrease in Maximum Credit	60
2.9 Joint and Several Liability of Borrowers	61
2.10 Commitments	62
SECTION 3. INTEREST AND FEES	62
3.1 Interest	62
3.2 Fees	63
3.3 Inability to Determine Applicable Interest Rate	64
3.4 Illegality	65
3.5 Increased Costs	65
3.6 Capital Requirements	66
3.7 Delay in Requests	66
3.8 Mitigation; Replacement of Lenders	66
3.9 Funding Losses	67
3.10 Maximum Interest	67
3.11 No Requirement of Match Funding	68
SECTION 4. CONDITIONS PRECEDENT	68
4.1 Conditions Precedent to Initial Loans and Letters of Credit	68
4.2 Conditions Precedent to All Loans and Letters of Credit	71
SECTION 5. GRANT AND PERFECTION OF SECURITY INTEREST	72
5.1 Grant of Security Interest	72
5.2 Perfection of Security Interests	73
5.3 Special Provisions Relating to Collateral	78
5.4 Intercreditor Relations	78
SECTION 6. COLLECTION AND ADMINISTRATION	78
6.1 Borrowers’ Loan Accounts	78
6.2 Statements	78
6.3 Lenders’ Evidence of Debt	79

6.4 Register	79
6.5 Notes	79
6.6 Cash Management; Collection of Proceeds of Collateral	79
6.7 Payments	81
6.8 Taxes	82
6.9 Use of Proceeds	86
6.10 Appointment of Administrative Borrower as Agent for Requesting Loans and Receipts of Loans and Statements	87
6.11 Pro Rata Treatment	87
6.12 Sharing of Payments, Etc.	87
6.13 Settlement Procedures	88
6.14 Obligations Several; Independent Nature of Lenders’ Rights	94
6.15 Bank Products	94
SECTION 7. COLLATERAL REPORTING AND COVENANTS	94
7.1 Collateral Reporting	94
7.2 Accounts Covenants	96
7.3 Inventory Covenants	97
7.4 Equipment and Real Property Covenants	97
7.5 Power of Attorney	98
7.6 Right to Cure	98
7.7 Access to Premises	99
7.8 Bills of Lading and Other Documents of Title	99
SECTION 8. REPRESENTATIONS AND WARRANTIES	100
8.1 Financial Condition	100
8.2 No Change; Solvent	100
8.3 Corporate Existence; Compliance with Law	101
8.4 Corporate Power; Authorization; Enforceable Obligations	101
8.5 No Legal Bar	101
8.6 No Material Litigation	102
8.7 No Default	102
8.8 Ownership of Property; Liens	102
8.9 Intellectual Property	102
8.10 No Burdensome Restrictions	102
8.11 Taxes	103
8.12 Federal Regulations	103
8.13 Employee Benefits	103
8.14 Collateral	104
8.15 Investment Company Act; Other Regulations	104
8.16 Subsidiaries	105
8.17 Purpose of Loans	105
8.18 Environmental Compliance	105
8.19 Name; State of Organization; Chief Executive Office; Collateral Locations	106
8.20 Labor Disputes	106
8.21 Bank Accounts	106
8.22 Insurance	106
8.23 Eligible Accounts	106
8.24 Eligible Inventory	106

3

8.25 Interrelated Businesses	106
8.27 True and Correct Disclosure	107
8.28 Delivery of Investment Documents	107
SECTION 9. AFFIRMATIVE COVENANTS	107
9.1 Financial Statements	107
9.2 Certificates; Other Information	108
9.3 Payment of Obligations	110
9.4 Conduct of Business and Maintenance of Existence	110
9.5 Maintenance of Property; Insurance	111
9.6 Notices	112
9.7 Environmental Laws	113
9.8 New Inventory Locations	113
9.9 Compliance with ERISA	113
9.10 End of Fiscal Years	114
9.11 Additional Guaranties and Collateral Security; Further Assurances	114
9.12 Costs and Expenses	115
SECTION 10. NEGATIVE COVENANTS	115
10.1 Limitation on Fundamental Changes	115
10.2 Encumbrances	116
10.3 Indebtedness	116
10.4 Investments	120
10.5 Restricted Payments	120
10.6 Transactions with Affiliates	123
10.7 Change in Business	124
10.8 Limitation of Restrictions Affecting Subsidiaries	124
10.9 Certain Payments of Indebtedness, Etc.	126
10.10 Modifications of Indebtedness, Organizational Documents and Certain Other Agreements	127
10.11 Sale and Leaseback Transactions	127
10.12 Designation of Designated Senior Debt	127
10.13 Term Loan Agreement	128
SECTION 11. FINANCIAL COVENANTS	128
11.1 Consolidated Fixed Charge Coverage Ratio	128
11.2 Excess Availability	128
SECTION 12. EVENTS OF DEFAULT AND REMEDIES	128
12.1 Events of Default	128
12.2 Remedies	131
SECTION 13. JURY TRIAL WAIVER; OTHER WAIVERS CONSENTS; GOVERNING LAW	133
13.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver	133
13.2 Waiver of Notices	134
13.3 Amendments and Waivers	134

4

13.4 Indemnification	137
SECTION 14. THE AGENT AND CO-COLLATERAL AGENTS	138
14.1 Appointment, Powers and Immunities	138
14.2 Reliance by Agent	138
14.3 Events of Default	138
14.4 Wells Fargo in its Individual Capacity; Co-Agents in their Individual Capacity	139
14.5 Indemnification	139
14.6 Non-Reliance on Agent and Other Lenders	140
14.7 Failure to Act	140
14.8 Additional Loans	140
14.9 Concerning the Collateral and the Related Financing Agreements	141
14.10 Field Audit, Examination Reports and other Information; Disclaimer by Lenders	141
14.11 Collateral Matters	141
14.12 Agency for Perfection	143
14.13 Agent May File Proofs of Claim	143
14.14 Successor Agent	144
14.15 Other Agent Designations	145
14.16 Co-Collateral Agent Determinations	145
14.17 Intercreditor Arrangements	145
SECTION 15. TERM OF AGREEMENT; MISCELLANEOUS	145
15.1 Term	145
15.2 Interpretative Provisions	146
15.3 Notices	147
15.4 Partial Invalidity	148
15.5 Confidentiality	148
15.6 Successors	150
15.7 Assignments; Participations	150
15.8 Entire Agreement	152
15.9 USA Patriot Act	153
15.10 Counterparts, Etc.	153

5

INDEX
TO
EXHIBITS AND SCHEDULES

Exhibit A	Form of Assignment and Acceptance Agreement
Exhibit B	Form of Borrowing Base Certificate
Exhibit C	Commitments
Exhibit D	Form of Guaranty Agreement
Exhibit E	Form of Pledge Agreement
Exhibit F	Form of Tax Sharing Agreement
Exhibit G	Form of Lender Promissory Note
Exhibit H	Form of U.S. Tax Compliance Certificate
Exhibit I	Form of Compliance Certificate
Schedule 1.42	Consolidated Fixed Charges
Schedule 1.57	EBITDA
Schedule 1.73	Excluded Property
Schedule 1.76	Existing Letters of Credit
Schedule 1.85	Freight Forwarders
Schedule 1.119	Mortgaged Fee Properties; Mortgages
Schedule 1.120	Mortgages
Schedule 1.139	Permitted Dispositions
Schedule 1.165	Revolving Loan Priority Collateral
Schedule 1.193	Term Loan Priority Collateral
Schedule 5.1	Commercial Tort Claims; Chattel Paper; Investment Property; Investments Accounts; Letter of Credit Rights; Inventory and Documents of Title in Possession of Third Parties
Schedule 8.2	Material Adverse Effect
Schedule 8.4	Consents; Authorizations
Schedule 8.6	Pending Litigation
Schedule 8.9	Intellectual Property
Schedule 8.14	UCC Filing Officers
Schedule 8.16	Subsidiaries
Schedule 8.18	Environmental Compliance
Schedule 8.19	Name; State of Organization; Chief Executive Office; Locations of Inventory and Records
Schedule 8.20	Labor Matters
Schedule 8.21	Deposit Accounts; Investment Accounts
Schedule 8.22	Insurance
Schedule 10.2	Permitted Liens
Schedule 10.3	Existing Indebtedness
Schedule 10.4	Existing Guaranty Obligations; Existing Investments; Existing Loans and Advances
Schedule 10.6	Affiliate Agreements
Schedule 12.1	Financing Agreement Sections Events of Default
Schedule 15.5(c)	Disclosure to Gold Sheets

6

LOAN AND SECURITY AGREEMENT

     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 Corporation, a Delaware corporation (“GECC”).

W I T N E S S E T H:

     WHEREAS, Borrowers and Guarantor have requested that Agent, Issuing Bank and Lenders enter into financing arrangements with Borrowers pursuant to which Lenders may make loans and provide other financial accommodations to Borrowers; and

     WHEREAS, Issuing Bank and each Lender are willing to agree (severally and not jointly) to make such loans and provide such financial accommodations to Borrowers (in the case of each Lender, on a pro rata basis according to its Commitment (as defined below)) on the terms and conditions set forth herein and Agent is willing to act as agent for Issuing Bank and Lenders on the terms and conditions set forth herein and the other Financing Agreements;

     NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

     For purposes of this Agreement, the following terms shall have the respective meanings given to them below:

     1.1 “Acceleration” shall have the meaning set forth in Section 12.1(h) hereof.

     1.2 “Accounts” shall mean, as to each Borrower and Guarantor, all present and future rights of such Borrower or Guarantor to payment of a monetary obligation, whether or not earned by performance, which is not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred, or (d) arising out of the use of a credit or charge card or information contained on or for use with the card.

     1.3 “Acquired Business” shall have the meaning given such term in the definition of the term “Permitted Acquisitions” contained herein.

     1.4 “Additional Agent” shall have the meaning set forth in the Intercreditor Agreement.

     1.5 “Adjusted Consolidated Net Income” shall mean for any period, the Consolidated Net Income of Parent and its Subsidiaries before any reduction thereof in respect of preferred stock dividends; provided, that, there shall not be included in such Adjusted Consolidated Net Income:

          (a) any net income (loss) of any Subsidiary that is not a Borrower or Guarantor if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Subsidiary, directly or indirectly, to a Borrower by operation of the terms of such Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Subsidiary or its stockholders (other than restrictions that have been waived or otherwise released); except, that, (A) subject to the limitations contained in clause (b) below, the Borrowers’ equity in the net income of any such Subsidiary for such period shall be included in such Adjusted Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or could have been made by such Subsidiary during such period to a Borrower or another Subsidiary (subject, in the case of a dividend that could have been made to another Subsidiary, to the limitation contained in this clause) and (B) the net loss of such Subsidiary shall be included to the extent of the aggregate Investment of the Parent or any of its other Subsidiaries in such Subsidiary;

          (b) any gain or loss realized upon the sale or other Disposition of any asset of Parent or any Subsidiary (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the board of directors of the Parent);

          (c) any item classified as an extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges associated with the Transactions and any related transactions, and any acquisition, merger or consolidation after the Closing Date);

          (d) the cumulative effect of a change in accounting principles;

          (e) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness;

          (f) any unrealized gains or losses in respect of any foreign exchange contract, currency swap agreement or other similar agreement or arrangements (including derivative agreements or arrangements);

          (g) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person;

          (h) any non-cash compensation charge arising from any grant of stock, stock options or other equity based awards;

          (i) to the extent otherwise included in such Adjusted Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of Parent or any Subsidiary owing to Parent or any Subsidiary; and

          (j) any non-cash charge, expense or other impact attributable to application of the purchase method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase accounting adjustments).

     In the case of any unusual or nonrecurring gain, loss or charge not included in such Adjusted Consolidated Net Income pursuant to clause (c) above in any determination thereof, Parent will deliver an

2

officer’s certificate to Agent promptly after the date on which such Adjusted Consolidated Net Income is so determined, setting forth the nature and amount of such unusual or nonrecurring gain, loss or charge.

     1.6 “Adjusted Eurodollar Rate” shall mean, with respect to (a) each one (1) or two (2) month Interest Period for any Eurodollar Rate Loan comprising part of the same borrowing (including conversions, extensions and renewals), the (i) the rate per annum determined by dividing (A) the highest of the London Interbank Offered Rates for any of the one (1), two (2) or three (3) month Interest Period by (B) a percentage equal to: (x) one (1) minus (y) the Reserve Percentage and (b) with respect to each other Interest Period for any Eurodollar Rate Loan comprising part of the same borrowing (including conversions, extensions and renewals), the rate per annum determined by dividing (i) the London Interbank Offered Rate for such Interest Period by (ii) a percentage equal to: (A) one (1) minus (B) the Reserve Percentage. For purposes hereof, “Reserve Percentage” shall mean for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Rate Loans is determined), whether or not any Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Adjusted Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage.

     1.7 “Administrative Borrower” shall mean NCI Group, Inc., a Nevada corporation, in its capacity as Administrative Borrower on behalf of itself and the other Borrowers and Guarantors pursuant to Section 6.10 hereof and its successors and assigns in such capacity.

     1.8 “Affiliate” shall mean, as to any Person, any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), of a Person means the power, directly or indirectly, either to (a) vote twenty (20%) percent or more of the securities having ordinary voting power for the election of the Board of Directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

     1.9 “Agent” shall mean Wells Fargo Foothill, LLC in its capacity as administrative agent on behalf of Lenders pursuant to the terms hereof and any replacement or successor agent hereunder.

     1.10 “Agent Payment Account” shall mean account no. 4121624316 of Agent at Wells Fargo, or such other account of Agent as Agent may from time to time designate in writing to Administrative Borrower as the Agent Payment Account for purposes of this Agreement and the other Financing Agreements.

     1.11 “Applicable Margin” shall mean, with respect to Base Rate Loans and Eurodollar Rate Loans, the applicable percentage (on a per annum basis) set forth below based on the Quarterly Average Excess Availability for the immediately preceding three (3) month period.

3

		Applicable
	Quarterly Average	Eurodollar Rate			Applicable
Tier	Excess Availability	Margin			Base Rate Margin
1	Equal to or greater than $60,000,000		4.25	%		3.25	%
2	Greater than or equal to $30,000,000 but less than $60,000,000		4.50	%		3.50	%
3	Less than $30,000,000		4.75	%		3.75	%

provided, that, (i) the Applicable Margin shall be calculated and established once each three (3) month period and shall remain in effect until adjusted for the next three (3) month period, (ii) each adjustment of the Applicable Margin shall be effective as of the first day of a calendar month based on the Quarterly Average Excess Availability for the immediately preceding three (3) month period; provided, that, in the event that a Borrowing Base Certificate is not delivered when required under the terms hereof, for the period from the date upon which such Borrowing Base Certificate was required to be delivered until the date upon which it actually is delivered, the Applicable Margin shall be three and three-quarters (3.75%) percent per annum, in the case of Base Rate Loans and four and three-quarters (4.75%) percent per annum, in the case of Eurodollar Rate Loans (it being understood that the foregoing shall not limit the rights of Agent and Lenders set forth in Section 12) and (iii) the Applicable Margin through April 30, 2010 shall be the amount for Tier 2 set forth above. In addition, at all times that an Event of Default exists or has occurred and is continuing, the Applicable Margin shall not decrease from that previously in effect as a result of the delivery of a Borrowing Base Certificate. In the event that at any time within six (6) months after the end of a three (3) month period the Quarterly Average Excess Availability for such three (3) month period used for the determination of the Applicable Margin was more or less than the actual amount of the Quarterly Average Excess Availability for such three (3) month period as a result of the inaccuracy of information provided by or on behalf of Borrowers to Agent for the calculation of Excess Availability, the Applicable Margin for such prior three (3) month period shall be adjusted to the applicable percentage based on such actual Quarterly Average Excess Availability and any additional interest for the applicable period as a result of such recalculation shall be promptly paid to Agent or any reduction in interest for the applicable periods as a result of such recalculation shall be given as a credit to Borrowers to reduce the then outstanding Loans, as the case may be. The foregoing shall not be construed to limit the rights of Agent and Lenders with respect to the amount of interest payable after a Default or Event of Default whether based on such recalculated percentage or otherwise.

     1.12 “Approved Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     1.13 “Arrangers” shall mean, collectively, Wells Fargo Securities, LLC, a Delaware limited liability company, and Bank of America, N.A., a national banking association, each in its capacity as joint lead arranger, and their respective successors and assigns hereunder.

     1.14 “Assignment and Acceptance” shall mean an Assignment and Acceptance substantially in the form of Exhibit A attached hereto (with blanks appropriately completed) delivered to Agent in connection with an assignment of a Lender’s interest hereunder in accordance with the provisions of Section 15.7 hereof.

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     1.15 “Bank Product Provider” shall mean any Lender or Affiliate of any Lender that provides any Bank Products to Borrowers or Guarantors.

     1.16 “Bank Products” shall mean any one or more of the following types or services or facilities provided to a Borrower or Guarantor by Agent or a Bank Product Provider: (a) credit cards or stored value cards or the processing of payments and other administrative services with respect to credit cards or stored value cards or (b) treasury, cash management or related services, including (i) the automated clearinghouse transfer of funds for the account of a Borrower or Guarantor pursuant to agreement or overdraft for any accounts of a Borrower or Guarantor, and (ii) controlled disbursement services, (iii) returned items, netting, overdrafts and interstate depository network services, and (iv) Hedge Agreements if and to the extent permitted hereunder.

     1.17 “Base Rate” shall mean, on any date, the greater of (a) the prime lending rate as announced from time to time by Wells Fargo Bank, N.A., or its successors or (b) the Federal Funds Rate in effect on such day plus one half (1/2%) percent.

     1.18 “Base Rate Loans” shall mean any Loans or portion thereof on which interest is payable based on the Base Rate in accordance with the terms thereof. All Swing Line Loans shall be Base Rate Loans.

     1.19 “Board of Directors” shall mean, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors.

     1.20 “Borrowers” shall have the meaning set forth in the preamble hereto and include any other Person that at any time after the date hereof becomes a Borrower; each sometimes being referred to herein individually as a “Borrower”

     1.21 “Borrowing Base” shall mean, at any time, the amount equal to:

          (a) the lesser of (i) ninety-five (95%) percent of Qualified Cash and (ii) the amount equal to one-third (1/3) multiplied by the sum of (A) the amount determined pursuant to clause 1.21(a)(i) above plus (B) the amount determined pursuant to clause 1.21(b) below plus (C) the amount determined pursuant to clause 1.21(c) below, plus

          (b) the amount equal to eighty-five (85%) percent multiplied by the amount of Eligible Accounts; plus

          (c) the amount equal to the lesser of (i) sixty-five (65%) percent multiplied by the Value of Eligible Inventory or (ii) eighty-five (85%) percent of the Net Recovery Percentage multiplied by the Value of Eligible Inventory or (iii) one hundred thirty (130%) percent of the amount determined based on clause (b) above; minus

          (d) Reserves.

     1.22 “Borrowing Base Certificate” shall mean a certificate substantially in the form of Exhibit B hereto, as such form may from time to time be modified by Agent in accordance with the terms hereof, which is duly completed (including all schedules thereto) and executed by the chief executive officer, chief financial officer or other appropriate financial officer of Administrative Borrower reasonably acceptable to Agent and delivered to Agent.

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     1.23 “Business Day” shall mean any day other than a Saturday, Sunday, or other day on which commercial banks located in New York, New York or Atlanta, Georgia are authorized or required by law to close, except that if a determination of a Business Day shall relate to any Eurodollar Rate Loans, the term Business Day shall also exclude any day on which banks are closed for dealings in dollar deposits in the London interbank market.

     1.24 “Capital Expenditures” shall mean with respect to any Person for any period, the aggregate of all expenditures by such Person and its consolidated Subsidiaries during such period (exclusive of expenditures made (a) for Permitted Investments and (b) for Permitted Acquisitions, including the portion of the consideration therefor allocated to property, plant and equipment so acquired), which, in accordance with GAAP, are or should be included in “capital expenditures”; except, that, Capital Expenditures shall not include: (i) any such expenditures to the extent financed with proceeds of any Equity Interests issued, or capital contributions received by Parent, or of any Indebtedness permitted hereunder (excluding Loans under this Agreement), (ii) an amount of such expenditures equal to all or part of the proceeds of any casualty insurance, condemnation or eminent domain, or any sale or other Disposition of assets (other than Revolving Loan Priority Collateral), to the extent applied within one (1) year of the date of the receipt of such proceeds, except as to proceeds of any Sale and Leaseback Transaction, to the extent applied within three (3) months of the date of the receipt of such proceeds, and (iii) any such expenditures made in any period that are contractually required to be reimbursed to any Borrower or Guarantor in cash by a Person other than Parent and its Subsidiaries or Affiliates (including landlords) and are so reimbursed in cash during such period.

     1.25 “Capital Leases” shall mean, as applied to any Person, any lease by such Person of property, real or personal, for which the obligations of the lessee are required in accordance with GAAP to be capitalized on the balance sheet of such lessee; provided, that, if at any time an operating lease of such lessee is required to be recharacterized as a Capital Lease after the date hereof as a result of a change in GAAP, then for purposes hereof such lease shall not be deemed a Capital Lease. The stated maturity of any Indebtedness under a Capital Lease shall be the scheduled date under the terms thereof of the last payment of rent or any other amount due under such Capital Lease.

     1.26 “Cash Equivalents” shall mean (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in each case maturing within one (1) year from the date of acquisition thereof; (b) direct obligations of any state, commonwealth or territory of the United States of America or any political subdivision, agency or instrumentality of any such state, commonwealth or territory maturing within one (1) year from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then an equivalent rating from another nationally recognized rating service); (c) commercial paper or other indebtedness maturing no more than one (1) year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then an equivalent rating from another nationally recognized rating service); (d) certificates of deposit, time deposits and Eurodollar time deposits or bankers’ acceptances maturing within one (1) year from the date of acquisition thereof and overnight bank deposits issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000 in the case of domestic banks and $100,000,000 (or the dollar equivalent thereof) in the case of foreign banks; (e) repurchase obligations for underlying obligations of the types described in clauses (a), (b) and (d) above entered into with any bank meeting the qualifications specified in clause (d) above or with securities dealers of recognized national standing; and (f) investments in money market funds or shares of investment

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companies that are registered under the Investment Company Act of 1940 that invest substantially all their property or assets in obligations of the types described in clauses (a) through (e) above or are subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission.

     1.27 “Cash Management Accounts” shall have the meaning set forth in Section 6.6 hereof.

     1.28 “CD&R” shall mean Clayton, Dubilier & Rice, Inc. and any successor in interest thereto or successor to CD&R’s investment management business.

     1.29 “CD&R Investors” shall mean, collectively, (a) Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership, or any successor thereto, (b) CD&R Friends and Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, or any successor thereto, and (c) any Affiliate of any CD&R Investor.

     1.30 “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

     1.31 “Change in Tax Law” shall have the meaning set forth in Section 6.8.

     1.32 “Change of Control” shall mean the occurrence of any of the following events: (a) the failure of one or more of the Permitted Holders to be the “beneficial owner” (within the meaning of such term under Rule 13d-3 under the Exchange Act), directly or indirectly, of less than twenty-five (25%) percent of the voting power of the total outstanding Voting Stock of the Relevant Parent Company, (b) the Continuing Directors shall cease to constitute a majority of the members of the Board of Directors of the Relevant Parent Company; (c) there shall not be any designee of one or more Permitted Holders serving as a member of the Board of Directors of the Relevant Parent Company; (d) the voting power of the total outstanding Voting Stock of the Relevant Parent Company “beneficially owned” by any Person that is not a Permitted Holder is both (i) more than thirty-five (35%) percent of such voting power and (ii) more than the voting power of the total outstanding Voting Stock of the Relevant Parent Company then “beneficially owned” by Permitted Holders; (e) Parent at any time ceases to own, directly or indirectly, one hundred (100%) percent of the Equity Interests of any Borrower (other than in a transaction permitted under Section 10.1); or (f) at any time a “change of control” occurs as such term is defined in the Term Loan Agreement. As used herein, the term “Relevant Parent Company” means (i) NCI Building Systems so long as NCI Building Systems is not a Subsidiary of a Parent Entity, and (ii) any Parent Entity so long as NCI Building Systems is a Subsidiary thereof and such Parent Entity is not a Subsidiary of any other Parent Entity. Notwithstanding anything to the contrary in the foregoing, the Transactions shall not constitute or give rise to a Change of Control.

     1.33 “Closing Date” shall mean the date on which all the conditions precedent set forth in Section 4.1 shall be satisfied or waived in writing.

     1.34 “Co-Collateral Agents” shall mean, collectively, Agent, Bank of America, N.A., and General Electric Capital Corporation, each in its capacity as co-collateral agent, and any replacement or successor collateral agents hereunder.

     1.35 “Code” shall mean the Internal Revenue Code of 1986, as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

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     1.36 “Collateral” shall have the meaning set forth in Section 5 hereof.

     1.37 “Collateral Access Agreement” shall mean an agreement in writing, in form and substance reasonably satisfactory to Agent, from any lessor of premises to any Borrower or Guarantor (only to the extent any Collateral is at such premises), or any other person to whom any Collateral is consigned or who has custody, control or possession of any such Collateral or is otherwise the owner or operator of any premises on which any of such Collateral is located (including any third party processors used by a Borrower), in favor of Agent with respect to the Collateral at such premises or otherwise in the custody, control or possession of such lessor, consignee or other person.

     1.38 “Commercial Tort Claims” any action (other than claims primarily seeking declaratory or injunctive relief) commenced by a Borrower or Guarantor in the United States of America, any state, territory or political subdivision thereof, in which such Borrower or Guarantor seeks damages arising out of torts committed against it that would reasonably be expected to result in a damage award to it exceeding $500,000 in any one case or $2,500,000 in the aggregate; provided, that, such thresholds and qualifications do not apply for purposes of the grant of security interest set forth in Section 5.1(l) as of the date hereof and Schedule 5.1.

     1.39 “Commitment” shall mean at any time, as to each Lender, the principal amount set forth next to such Lender’s name on Exhibit C hereto or on Schedule 1 to the Assignment and Acceptance Agreement pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 15.7 hereof, as the same may be adjusted from time to time in accordance with the terms hereof; sometimes being collectively referred to herein as “Commitments”.

     1.40 “Concentration Accounts” shall mean the deposit account of NCI Group, Inc. maintained at Bank of America, N.A. bearing account number 3751036304 and such other accounts as may be established after the date hereof in accordance with the terms hereof used to receive funds from the Cash Management Accounts.

     1.41 “Consolidated Fixed Charge Coverage Ratio” shall mean, with respect to any date of determination, the ratio of (a) the amount, determined on a consolidated basis, equal to (i) the EBITDA of Parent and its Subsidiaries on a consolidated basis, as of the end of a fiscal month for the immediately preceding twelve (12) consecutive fiscal months for which Agent has received financial statements pursuant to Section 9.1 hereof, less (ii) the amount of Capital Expenditures of Parent and its Subsidiaries for such period, less (iii) all federal, foreign state, local and foreign income taxes payable by Parent and its Subsidiaries in cash for such period (net of tax refunds received in cash during such period up to the amount of such taxes payable for such period), less (iv) all Restricted Payments paid in cash after the Closing Date during such period permitted under Sections 10.5(d), 10.5(e), 10.5(j), 10.5(k) and 10.5(l), except to the extent that any of such payments or the expenses to which such payments relate are otherwise included as expenses or charges for purposes of the calculation of EBITDA of Parent and its Subsidiaries to (b) Consolidated Fixed Charges of Parent and its Subsidiaries, on a consolidated basis, for such period.

     1.42 “Consolidated Fixed Charges” shall mean, as to Parent and its Subsidiaries, on a consolidated basis, with respect to the immediately preceding twelve (12) consecutive fiscal months for which Agent has received financial statements pursuant to Section 9.1 hereof, the sum of, without duplication, (a) all Consolidated Interest Expense payable in cash for such period, plus (b) scheduled mandatory principal payments made or required to be made (after giving effect to any prepayments paid in cash that reduce the amount of such required payments) on account of Indebtedness of Parent and its Subsidiaries under clause (a), (b) or (c) of the definition of the term “Indebtedness” (excluding the obligations hereunder, any mandatory payments in respect of the Term Loan Debt based on excess cash flow under the Term Loan Agreement as in effect on the date hereof, and any payments on Indebtedness

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required to be made on the final maturity date thereof, but including any obligations in respect of Capital Leases and any mandatory payments in respect of the Term Loan Debt for any 2009 tax refund received), for such period, plus (c) scheduled mandatory payments on account of Disqualified Equity Interests of Parent and its Subsidiaries (whether in the nature of dividends, redemption, repurchase or otherwise) required to be made during such period, plus (d) the amount of fees in excess of $2,000,000 payable for such period to any of the CD&R Investors and their Affiliates for the rendering of management consulting or financial advisory or other services, in each case determined on a consolidated basis in accordance with GAAP; provided, that, notwithstanding anything to the contrary set forth in this definition, for purposes of determining the compliance of Borrowers and Guarantors with Section 11.1 hereof prior to the last day of the fiscal month after the first anniversary of the date of this Agreement, the Consolidated Fixed Charges of Parent and its Subsidiaries on a consolidated basis for the applicable periods set forth on Schedule 1.42 hereto shall be used in the calculation of such Consolidated Fixed Charges.

     1.43 “Consolidated Interest Expense” shall mean, for any period, as to Parent and its Subsidiaries, as determined in accordance with GAAP, the amount equal to total interest expense of Parent and its Subsidiaries on a consolidated basis for such period, whether paid or accrued (including the interest expense component attributed to any Capital Lease for such period) in accordance with GAAP.

     1.44 “Consolidated Net Income” shall mean, with respect to Parent and its Subsidiaries for any period, the aggregate of the net income (loss) of Parent and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

     1.45 “Continuing Directors” shall mean the directors of Parent on the Closing Date, after giving effect to the execution and delivery of this Agreement and the other transactions contemplated thereby to occur on such date, and each other director if, in each case, such other director’s nomination for election to the Board of Directors of Parent is recommended by at least a majority of the then Continuing Directors or the election of such other director is approved by one or more Permitted Holders.

     1.46 “Contractual Obligation” shall mean, as to any Person, any provision of any material security issued by such Person or of any material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

     1.47 “Convertible Note Account” shall mean account number 4426940669 at Bank of America, N.A. in the name of NCI Building Systems, Inc., funded with the proceeds of the Investment received by Parent on or about the date hereof pursuant to the Investment Agreement, which funds shall only be used for the payment of amounts due in connection with the Transactions and the payment of Indebtedness evidenced by or pursuant to the Convertible Notes; provided, that, upon payment in full of the Convertible Notes, such funds may be transferred to the Concentration Account and applied as otherwise permitted hereby.

     1.48 “Convertible Notes” shall mean, collectively, the 2.125% Convertible Senior Subordinated Notes due November 2024 in the original principal amount of $180,000,000, as the same now exist or may hereafter be amended, modified or supplemented.

     1.49 “Credit Facility” shall mean the Loans and Letters of Credit provided to or for the benefit of any Borrower pursuant to Section 2 hereof.

     1.50 “Default” shall mean any of the events specified in Section 12.1, whether or not any requirement for the giving of notice (other than, in the case of Section 12.1(h), a Default Notice), the lapse of time, or both, or any other condition specified in Section 12.1, has been satisfied.

     1.51 “Default Notice” shall have the meaning set forth in Section 12.1(h) hereof.

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     1.52 “Defaulting Lender” shall have the meaning set forth in Section 6.13(f) hereof.

     1.53 “Deposit Account Control Agreement” shall mean an agreement in writing, in form and substance reasonably satisfactory to Agent, by and among Agent, the Borrower or Guarantor that is the customer of the bank with respect to a deposit account at such bank and such bank, which, if required hereunder, is sufficient to perfect the security interests of Agent therein and provides such other rights with respect thereto as Agent reasonably requires.

     1.54 “Disposition” shall mean any sale, issuance, assignment conveyance, transfer, exchange, lease, license or other disposition (including through a Sale and Leaseback Transaction).

     1.55 “Disqualified Equity Interest” means, with respect to any Person, any Equity Interest in such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof) or upon the happening of any event or condition:

          (a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;

          (b) is convertible or exchangeable at the option of the holder thereof for Indebtedness of, or Equity Interests in, such Person (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interest and cash in lieu of fractional shares of such Equity Interests); or

          (c) is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interest and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any of its controlled Affiliates, in whole or in part, at the option of the holder thereof;

in each case, on or prior to the date that is ninety-one (91) days after the Maturity Date; provided, that, an Equity Interest that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale” or a “change of control” shall not constitute a Disqualified Equity Interest if any such requirement becomes operative upon the Payment in Full of all Obligations.

     1.56 “Dominion Event” shall mean a period either (a) commencing on the date that an Event of Default shall exist or have occurred and be continuing and Agent shall have given written notice thereof to the Administrative Borrower stating that a Dominion Event has occurred, and ending on the date that such Event of Default ceases to exist or be continuing or (b) commencing on the date that Excess Availability has been less than, at any time, the amount equal to the greater of (i) eighteen (18%) percent of the least of (A) the Maximum Credit or (B) the Borrowing Base or (C) the Revolving Loan Limit or (ii) $20,000,000 hereunder for more than three (3) consecutive Business Days or (c) commencing on the day after any date on which, as of the close of business, Excess Availability shall have been less than $15,000,000, and Agent shall have given written notice thereof to the Administrative Borrower stating that a Dominion Event has occurred, and ending on the date that Excess Availability has been greater than such amount for any thirty (30) consecutive day period thereafter; provided, that, a Dominion Event shall not be terminated less than ninety (90) days following the date which such Dominion Event would otherwise terminate in the case of the second (2nd) or any subsequent Dominion Event in any twelve (12) consecutive calendar month period.

     1.57 “EBITDA” shall mean, as to Parent and its Subsidiaries, with respect to any period, an amount equal to (a) the Consolidated Net Income of Parent and its Subsidiaries for such period

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determined in accordance with GAAP, plus (b) each of the following (without duplication), in each case to the extent deducted in the calculation of such Consolidated Net Income for such period: (i) depreciation and amortization (including, but not limited to, imputed interest and deferred compensation) of Parent and its Subsidiaries for such period, all in accordance with GAAP, plus (ii) the Consolidated Interest Expense of Parent and its Subsidiaries for such period, plus (iii) Provision for Taxes for such period, plus (iv) non-cash charges (excluding non-cash charges that are accruals or reserves for cash charges in a future period), plus (v) cash restructuring charges for the two (2) fiscal year period ending October 31, 2010 up to the aggregate amount of $11,000,000, plus (vi) cash charges, fees and expenses related to the Transactions as contemplated by the Credit Facility paid on or before the Closing Date, or within nine (9) months after the Closing Date, and any items paid or accrued during such period relating to deferred compensation owed to management accrued prior to the Closing Date, plus (vii) fees and expenses paid to any Sponsor or any Affiliate of any Sponsor for the rendering of management consulting, financial advisory or other services, not to exceed $2,000,000 in the aggregate in the case of such fees for any (12) consecutive month period, plus (viii) any 2009 Tax Refunds (as defined in the Term Loan Agreement), plus (ix) any extraordinary, unusual or non-recurring losses or charges to the extent that such losses or charges exceed any extraordinary, unusual or non-recurring gains or credits, up to $5,000,000 in the aggregate for any (12) consecutive month period (or in the event that such gains or credits exceed such losses, then minus the amount of such excess), plus (x) at Parent’s election, to the extent not otherwise added back pursuant to another provision of this clause (b) in calculating EBITDA for such period, any non-cash charges that are accruals or reserves for cash charges in a future period, minus (c) any cash charge incurred during such period to the extent a non-cash charge that was an accrual or reserve for such cash charge was added back pursuant to the preceding subclause (b)(x) in calculating EBITDA for any prior period, minus (d) if there is no Provision for Taxes for such period, any net tax benefit for Taxes imposed on or measured by net income included in the calculation of Consolidated Net Income for such period (excluding any 2009 Tax Refunds (as defined in the Term Loan Agreement) which was specifically addressed in (viii) above; provided, that, notwithstanding anything to the contrary set forth in this definition, for purposes of determining the compliance of Borrowers and Guarantors with Section 11.1 hereof prior to the last day of the first fiscal month or quarter (as the case may be) ending after the first anniversary of the date of this Agreement, the EBITDA of Parent and its Subsidiaries on a consolidated basis for the applicable periods set forth on the EBITDA Schedule 1.57 hereto shall be used in the calculation of such EBITDA.

     1.58 “Eligible Accounts” shall mean those Accounts created by Borrowers in the ordinary course of its business, arising out of its sale of goods or rendition of services, that comply in all material respects with each of the representations and warranties respecting Eligible Accounts made herein, and that satisfy the criteria set forth below. Accounts shall be Eligible Accounts if:

          (a) such Accounts are not unpaid more than ninety (90) days after the date of the original invoice for them;

          (b) such Accounts are not owed by an account debtor who has Accounts unpaid more than ninety (90) days after the date of the original invoice for them which constitute more than twenty-five (25%) percent of the total Accounts of such account debtor;

          (c) neither the account debtor nor any officer or employee of the account debtor with respect to such Accounts is an officer, employee, agent or other Affiliate of any Borrower or Guarantor; provided, that, in the event that any account debtor is an Affiliate of CD&R or any CD&R Investor, to the extent that such Account otherwise satisfies the criteria for an Eligible Account such Account shall be deemed an Eligible Account, so long as (i) it arises from a transaction in the ordinary course of business of the Borrower to whom such Account is owed and such Affiliate, (ii) it is on terms no less favorable to such Borrower than it would obtain in a comparable arm’s length transaction with a Person that is not an

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Affiliate, (iii) it is otherwise at all times handled in all respects in the same or similar manner as an Account owing from a Person that is not an Affiliate in accordance with the practices and policies of such Borrower, (iv) such Affiliate does not have any power, directly or indirectly, to direct or cause the direction of the management or policies of any Borrower or Guarantor, (v) Agent shall have received notice of such Accounts at the time of any field examination to the extent that any Responsible Officer of Parent or any of its Subsidiaries has knowledge of such Accounts, and (vi) in the event that at any time, any such Accounts for which the account debtor is an Affiliate of CD&R or any CD&R Investor do not satisfy such criteria, then Co-Collateral Agents may, at their option, determine in their Permitted Discretion that all Accounts due from such Affiliate are not Eligible Accounts;

          (d) such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the account debtor may be conditional or contingent;

          (e) Accounts that are not payable in Dollars;

          (f) such Accounts are owing by an account debtor with a chief executive office or principal place of business located other than in the United States of America or Canada, then if the account debtor has delivered to such Borrower an irrevocable letter of credit issued or confirmed by a bank reasonably satisfactory to Agent in its Permitted Discretion and payable only in the United States of America and in U.S. dollars, sufficient to cover such Account, in form and substance reasonably satisfactory to Agent and if required by Agent, the original of such letter of credit has been delivered to Agent or Agent’s agent and the issuer thereof, and such Borrower has complied with the terms of Section 5.2(f) hereof with respect to the assignment of the proceeds of such letter of credit to Agent or naming Agent as transferee beneficiary thereunder;

          (g) such Accounts are owing by an account debtor with a chief executive office or principal place of business in Canada, unless at any time promptly upon Agent’s request, such Borrower shall execute and deliver, or cause to be executed and delivered, such other agreements, documents and instruments as may be reasonably required by Agent to perfect the security interests of Agent in those Accounts of an account debtor with its chief executive office or principal place of business in Canada in accordance with the applicable laws of the Province of Canada in which such chief executive office or principal place of business is located and take or cause to be taken such other and further actions as Agent may reasonably request to enable Agent as secured party with respect thereto to collect such Accounts under the applicable Federal or Provincial laws of Canada;

          (h) such Accounts are not owing by any foreign government or the federal government of the United States of America or any department, agency or instrumentality of the United States or any State, or any political subdivision, department, agency or instrumentality thereof (exclusive, however, of (i) Accounts owing by the federal government of the United States of America with respect to which the applicable Borrower has complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act of 1940 (31 USC Section 3727) or any similar applicable law and (ii) Accounts owing by any State, or any political subdivision, department, agency or instrumentality thereof, with respect to which the applicable Borrower has complied, to the reasonable satisfaction of Agent, with all applicable laws so as to give Agent the same rights and remedies with respect thereto as it has with Accounts owing by an account debtor other than such State or entity);

          (i) the account debtor with respect to such Accounts has not asserted a counterclaim, defense or dispute and is not owed or does not claim to be owed any amounts that may give rise to any right of setoff or recoupment against such Accounts (but the portion of the Accounts of such account debtor in excess of the amount at any time and from time to time owed by such Borrower to such account debtor or

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claimed owed by such account debtor that otherwise satisfy the criteria for Eligible Accounts shall be deemed Eligible Accounts);

          (j) the account debtor with respect to such Account has not failed to pay the full invoiced face amount thereof (short pays);

          (k) the account debtor with respect to such Accounts has not paid to Borrower a deposit in respect of unfilled orders for goods to the extent that such Accounts exceed amounts received from such account debtor as a deposit; provided, that, such Accounts which otherwise constitute Eligible Accounts will be included as Eligible Accounts in the event that the applicable contract with such customer included terms and conditions with respect to the identification of the applicable goods to such contract and the passage of title thereto, in each case satisfactory to Co-Collateral Agents;

          (l) such Accounts do not arise from service charges, interest or fees, or warranty or similar charges, provided, that, for purposes of the calculation of the Borrowing Base, Agent shall establish an estimated amount of such interest, fees and charges that shall not be deemed Eligible Accounts based on information provided by Borrowers to Agent, which amount shall be adjusted periodically based on field examinations and other information that Agent may receive from time to time, and any portion of any Accounts attributable to such interest, fees and charges shall not be otherwise separately deducted from such Accounts;

          (m) the aggregate amount of such Accounts (i) owing by a single account debtor that is Investment Grade do not constitute more than ten (10%) percent of the aggregate amount of all otherwise Eligible Accounts of all Borrowers or (ii) owing by a single account debtor that is not Investment Grade (or not rated) do not constitute more than five (5%) percent of the aggregate amount of all otherwise Eligible Accounts of all Borrowers (provided, that, the portion of the Accounts not in excess of such applicable percentage that otherwise satisfy the criteria for Eligible Accounts shall be deemed Eligible Accounts and for purposes hereof “Investment Grade” shall mean that the account debtor has received a credit rating of BBB- or higher from S&P or a rating of Baa3 or higher from Moody’s or, if neither S&P nor Moody’s shall then be rating such account debtor, then an equivalent rating from another nationally recognized rating service); provided, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentages shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit;

          (n) there are no proceedings or actions which are threatened (of which any Borrower has or reasonably should have notice or of which Agent has any notice) or pending against the account debtor with respect to such Accounts which could be reasonably expected to result in any material adverse change in such account debtor’s financial condition (including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar proceeding);

          (o) any Account the payment of which Co-Collateral Agents determine in their Permitted Discretion and after notice to Administrative Borrower is doubtful by reason of the account debtor’s financial condition or inability to pay;

          (p) such Accounts are subject to the first priority, valid and perfected security interest of Agent (except as to priority, subject to the Liens permitted under clauses (b) and (k) of the definition of Permitted Liens hereof) and any goods giving rise thereto were not at the time of the sale thereof, subject to any Liens except those permitted in this Agreement;

          (q) such Accounts are not subject to any Lien other than (i) the Lien of Agent, (ii) those permitted in clauses (b), (c), (d), (k) and (p) of the definition of the term Permitted Liens (but as to Liens

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referred to in clause (d), the extent such Liens have been waived pursuant to Collateral Access Agreements or with respect to which Co-Collateral Agents shall have established a Reserve or notified the Administrative Borrower that no Reserve will be established and as to Liens referred to in clause (k), subject to the right of Co-Collateral Agents to establish a Reserve as provided therein), (iii) Liens permitted in clause (z) of the definition of the term Permitted Liens, subject to any applicable Deemed Reserve, or with respect to which the Agent shall have established a Reserve or notified the Administrative Borrower that no Reserve will be established and (iv) any other Liens permitted under this Agreement that are subject to the Intercreditor Agreement or to another intercreditor agreement in form and substance reasonably satisfactory to Agent between the holder of such Lien and Agent;

          (r) such Accounts are Accounts with respect to which (i) the goods giving rise to such Account have been shipped and billed to the account debtor, and (ii) the services giving rise to such Account have been performed and billed to the Account Debtor, or

          (s) (i) such Accounts do not consist of retainage invoices or progress billings (such that the obligation of the account debtors with respect to such Accounts is conditioned upon such Borrower’s satisfactory completion of any further performance under the agreement giving rise thereto), and (ii) such Accounts do not consist of bill and hold invoices;

          (t) such Accounts comply in all material respects with the covenants contained in Section 7.2(b) of this Agreement and with respect to the representations and warranties contained in Section 7.2(b) to the extent such terms and conditions consist of representations and warranties that are qualified as to materiality or Material Adverse Effect then the same shall be true and correct as to such Accounts and to the extent that such terms and conditions consist of representations and warranties that are not so qualified, the same shall be true and correct as to such Accounts in all material respects;

          (u) the account debtor is not located in a state requiring the filing of a Notice of Business Activities Report or similar report in order to permit such Borrower to seek judicial enforcement in such State of payment of such Account, unless such Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year or such failure to qualify or file and inability to seek judicial enforcement is capable of being remedied without any material delay or material cost;

          (v) the sale of goods or the rendition of services giving rise to such Account is not supported by a performance, bid or surety bond unless the issuer of such bond shall have waived in writing any rights or interest in and to all Revolving Loan Priority Collateral, which waiver is in form and substance reasonably satisfactory to Agent;

          (w) none of the transactions giving rise to such Accounts violate any applicable law or regulation in any material respect, and all documentation relating to such Accounts is legally sufficient under such laws and regulations

Without limitation upon the right of Co-Collateral Agents to establish Reserves hereunder, Eligible Accounts will be reduced, without duplication, by amounts constituting Reserves for discounts, rebates, rebate accruals, warranty reserves, accrued advertising, unapplied cash, scrap allowances, back charges, and any credits and allowances of any nature that are not paid in respect of such Accounts; and reduced by the variance between the aging of such Accounts and the general ledger.

Notwithstanding the foregoing, Co-Collateral Agents may, from time to time in their Permitted Discretion, upon three (3) Business Days prior notice to Administrative Borrower change the criteria for Eligible Accounts set forth above or add any new criteria for Eligible Accounts based on either: (i) an

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event, condition or other circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no knowledge thereof or of its affect on the Accounts prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the Accounts in any material respect as determined by Co-Collateral Agents in their exercise of its Permitted Discretion; provided, that, during such three (3) Business Day period, the Borrowing Base shall, solely for the purposes of any new Loans or Letters of Credit requested by any Borrower during such three (3) Business Day period, exclude any Accounts not constituting Eligible Accounts solely by reason of such proposed changes or additions to the criteria for Eligible Accounts set forth in such notice. Any such change in criteria shall have a reasonable relationship to the event, condition or other circumstance that is the basis for such change. Upon delivery of such notice, Agent will be available from time to time during business hours to consult with Administrative Borrower in connection with the basis for such new criteria or changes to the criteria. Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such change no longer exists, in a manner and to the extent satisfactory to Co-Collateral Agents in their exercise of its Permitted Discretion. In no event shall such notice or opportunity limit the right of Agent to make such change, unless Co-Collateral Agents shall have determined in their Permitted Discretion that the event, condition or other circumstance that is the basis for such new criteria or changes to the criteria no longer exists (except if there is a reasonable prospect that such event, condition or other circumstance will occur again within a reasonable period of time thereafter) or unless Co-Collateral Agents shall have determined in their Permitted Discretion that it has otherwise been adequately addressed by the applicable Borrower. Any Accounts that are not Eligible Accounts shall nevertheless be part of the Collateral. In addition to the foregoing, the determination of Eligible Accounts acquired in any Permitted Acquisition shall be subject to the terms of the last paragraph of the definition of the term Permitted Acquisition herein.

     1.59 “Eligible In-Transit Inventory” shall mean Inventory that would otherwise be Eligible Inventory (other than for its location):

          (a) that has been shipped from a location of any Borrower or from the manufacturer or wholesale distributor thereof within the United States of America for receipt at a location of any Borrower within the United States of America and permitted hereunder or from any location of a Borrower to another location of a Borrower, within thirty (30) days of shipment, but in either case, which has not yet been delivered to such Borrower,

               (i) for which the purchase order is in the name of a Borrower,

               (ii) title has passed to such Borrower (and Agent has received such evidence thereof as it has reasonably requested),

               (iii) except as otherwise reasonably agreed by Agent, for which a Borrower is designated as “shipper” and/or consignor and the document of title or waybill reflects a Borrower as consignee with respect thereto,

               (iv) as to which Agent has control over the documents of title, to the extent applicable, to such Inventory and

               (v) which is insured in accordance with the terms of this Agreement;

provided, that, Agent may, upon notice to Administrative Borrower, exclude any particular Inventory from Eligible In-Transit Inventory, in the event that Co-Collateral Agents reasonably determine that such Inventory is subject to any Person’s right or claim that is (or is capable of being) senior to, or pari passu

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with, the security interest and lien of Agent therein (such as, without limitation a right of stoppage in transit), as applicable or that may otherwise adversely impact the ability of Agent to realize upon such Inventory, and

          (b) is located outside of the United States of America and which is in transit to either the premises of a Freight Forwarder in the United States of America or the premises of any Borrower in the United States of America which are either owned and controlled by such Borrower or leased by such Borrower (but only if Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Freight Forwarder and the owner and lessor of such leased premises, as the case may be); provided, that,

               (i) Agent has a first priority perfected security interest in and lien upon such Inventory and all documents of title with respect thereto (subject to such Liens as are permitted under clause (c) of the definition of the term Permitted Liens),

               (ii) such Inventory either (A) is the subject of a negotiable bill of lading (1) in which Agent is named as the consignee (either directly or by means of endorsements), (2) that was issued by the carrier respecting such Inventory that is subject to such bill of lading, and (3) that is in the possession of Agent or the Freight Forwarder handling the importing, shipping and delivery of such Inventory, in all cases, acting on Agent’s behalf subject to a Collateral Access Agreement duly authorized, executed and delivered by such Freight Forwarder, or (B) is the subject of a negotiable forwarder’s cargo receipt and such cargo receipt on its face indicates the name of the freight forwarder as a carrier or multi-modal transport operator and has been signed or otherwise authenticated by it in such capacity or as a named agent for or on behalf of the carrier or multi-modal transport operator, in any case respecting such Inventory and either (1) names Agent as the consignee (either directly or by means of endorsements), or (2) is in the possession of Agent or the Freight Forwarder handling the importing, shipping and delivery of such Inventory, in all cases, acting on Agent’s behalf subject to a Collateral Access Agreement duly authorized, executed and delivered by such Freight Forwarder,

               (iii) such Borrower has title to such Inventory, and Agent shall have received such evidence thereof as it may from time to time reasonably require,

               (iv) Agent shall have received a Collateral Access Agreement, duly authorized, executed and delivered by the Freight Forwarder located in the United States of America handling the importing, shipping and delivery of such Inventory,

               (v) such Inventory is insured against types of loss, damage, hazards, and risks, and in amounts, satisfactory to Agent in its Permitted Discretion, and Agent shall have received a copy of the certificate of marine cargo insurance in connection therewith in which it has been named as an additional insured and loss payee in a manner reasonably acceptable to Agent,

               (vi) Agent shall have received (A) a certificate duly executed and delivered by an officer of such Borrower certifying to Agent that, to the best of the knowledge of such Borrower, such Inventory complies in all material respects with all of such Borrower’s covenants contained herein concerning Eligible In-Transit Inventory and with respect to the representations and warranties contained herein concerning Eligible In-Transit Inventory to the extent such terms and conditions consist of representations and warranties that are qualified as to materiality or Material Adverse Effect then the same shall be true and correct as to such Inventory and to the extent that such terms and conditions consist of representations and warranties that are not so qualified, the same shall be true and correct as to such Inventory in all material respects and that the shipment as evidenced by the documents conforms to

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the related order documents, and (B) upon Agent’s request, a copy of the invoice, packing slip and manifest with respect thereto,

               (vii) such Inventory is not subject to a Letter of Credit, and

               (viii) such Inventory shall not have been in transit for more than sixty (60) days.

The aggregate amount of Inventory constituting Eligible In-Transit Inventory under clauses (a) and (b) above for purposes of the calculation of the Borrowing Base at any time will not exceed $3,000,000.

     1.60 “Eligible Inventory” shall mean the Inventory of Borrowers that comply in all material respects with each of the representations and warranties respecting Eligible Inventory made herein, and that satisfy the criteria set forth below. Eligible Inventory shall be calculated on the basis of the Inventory set forth in Borrowers’ perpetual inventory reports adjusted for the purchase price variance and the lower of cost or market adjustments and shall not include:

          (a) Inventory that does not consist of finished goods and raw materials and certain work-in-process for such finished goods;

          (b) obsolete or slow moving Inventory (with inventory that has not been sold after a period of more than three hundred sixty (360) days being deemed to be obsolete or slow moving for this purpose), or is damaged or unfit for sale;

          (c) Inventory that is not of a type held for sale by any Borrower in the ordinary course of business;

          (d) Inventory that is not owned by any Borrower;

          (e) Inventory that is located on premises leased by any Borrower, or stored with a bailee, warehouseman, processor or similar Person, unless (i) Agent has given its prior consent thereto, (ii) a Collateral Access Agreement, in form and substance reasonably satisfactory to Agent has been delivered to Agent, or (iii) Reserves for rent or other amounts payable with respect to such premises, processing or storage reasonably satisfactory to Co-Collateral Agents in their Permitted Discretion, but in no event to exceed the limits for such rent or other amounts with respect to such locations as provided herein, have been established with respect thereto; provided, that, (A) in no event shall Inventory at third party processors having a value of greater than $10,000,000 (or such higher amount as Co-Collateral Agents may hereafter agree) constitute Eligible Inventory and (B) in no event shall Inventory at locations where the value of such Inventory is less than $125,000 constitute Eligible Inventory;

          (f) Inventory that is placed on consignment or is in transit with a common carrier from vendors or suppliers, except for Eligible In-Transit Inventory described in subsection (a) of the definition of Eligible In-Transit Inventory;

          (g) Inventory that consists of display items, samples, manufacturing supplies or replacement or spare parts not considered for sale in the ordinary course of business or is paint;

          (h) Inventory that consists of goods which have been returned by the buyer, other than goods that are undamaged or that are resalable in the normal course of business;

          (i) Inventory that does not comply in all material respects with each of the representations and warranties respecting Eligible Inventory made herein;

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          (j) Inventory that consists of Hazardous Materials that can be transported or sold only with licenses that are not readily available;

          (k) Inventory that is covered by negotiable document of title, unless such document has been delivered to Agent;

          (l) packaging, packing and shipping materials;

          (m) supplies used or consumed in such Borrower’s business;

          (n) bill and hold Inventory;

          (o) Inventory located outside the United States of America except for Eligible In-Transit Inventory described in subsection (b) of the definition of Eligible In-Transit Inventory;

          (p) such Inventory that is not subject to a first-priority, valid and perfected security interest of Agent and is subject to any Lien other than (i) the Lien of Agent, (ii) as to priority those permitted in clause (b), (c), (d), (k), (o) and (p) of the definition of the term Permitted Liens (but as to Liens referred to in clause (d), the extent such Liens have been waived pursuant to Collateral Access Agreements or with respect to which Co-Collateral Agents shall have established a Reserve or notified the Administrative Borrower that no Reserve will be established and as to Liens referred to in clauses (k) and (o), subject to the right of Co-Collateral Agents to establish a Reserve as provided therein), (iii) Liens permitted in clause (z) of the definition of the term Permitted Liens, subject to any applicable Deemed Reserve, or with respect to which the Agent shall have established a Reserve or notified the Administrative Borrower that no Reserve will be established and (iv) and any other Liens permitted under this Agreement that are subject to the Intercreditor Agreement or to another intercreditor agreement in form and substance reasonably satisfactory to Agent between the holder of such Lien and Agent;

          (q) “tolling” Inventory having a value in excess of $3,000,000; provided, that, only fifty (50%) percent of the value of such Inventory shall be included in the calculation of the Borrowing Base;

          (r) Inventory that is not produced, used, stored and maintained in accordance with applicable insurance standards or in conformity with applicable laws in all material respects

          (s) Inventory that is a discontinued product or component thereof and is not immediately usable in a continuing product;

          (t) Inventory that contains or bears any intellectual property rights licensed to such Person unless Agent is satisfied in its Permitted Discretion that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement;

          (u) Inventory that is not reflected in a current perpetual inventory report of such Person;

          (v) Inventory for which reclamation rights have been asserted by the seller; and

          (w) otherwise Eligible Inventory to the extent of intercompany profit thereon.

Eligible Inventory shall be adjusted by Agent to account for the amount of any variance between perpetual inventory reports and the general ledger of Borrowers or the results of test counts of Inventory

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conducted by Agent with respect thereto based on the results of each field examination or other information with respect thereto received by Agent.

Notwithstanding the foregoing, Co-Collateral Agents may, from time to time, in their Permitted Discretion, upon three (3) Business Days’ prior notice to Administrative Borrower, change the criteria for Eligible Inventory set forth above or add any new criteria for Eligible Inventory based on either: (i) an event, condition or other circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no knowledge thereof or of its affect on the Inventory prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the Inventory in any material respect as determined by Co-Collateral Agents in the exercise of their Permitted Discretion; provided, that, during such three (3) Business Day period, the Borrowing Base shall, solely for the purposes of any new Loans or Letters of Credit requested by any Borrower during such three (3) Business Day Period, exclude any Inventory not constituting Eligible Inventory solely by reason of such proposed changes or additions to the criteria for Eligible Inventory set forth in such notice. Any such change in criteria shall have a reasonable relationship to the event, condition or other circumstance that is the basis for such change. Upon delivery of such notice, Agent will be available from time to time during business hours to consult with Administrative Borrower in connection with the basis for such changes to the criteria. Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such change no longer exists, in a manner and to the extent satisfactory to Co-Collateral Agents in the exercise of their Permitted Discretion. In no event shall such notice or opportunity limit the right of Agent to make such change, unless Co-Collateral Agents shall have determined in their Permitted Discretion that the event, condition or other circumstance that is the basis for such new criteria or changes to the criteria no longer exists (except if there is a reasonable prospect that such event, condition or other circumstance will occur again within a reasonable period of time thereafter) or unless Co-Collateral Agents shall have determined in their Permitted Discretion that it has otherwise been adequately addressed by the applicable Borrower. Any Inventory that is not Eligible Inventory shall nevertheless be part of the Collateral. In addition to the foregoing, the determination of Eligible Inventory acquired in any Permitted Acquisition shall be subject to the terms of the last paragraph of the definition of the term Permitted Acquisition herein.

     1.61 “Eligible Transferee” shall mean (a) any Lender; (b) the parent company of any Lender and/or any Affiliate of such Lender which is at least fifty (50%) percent owned by such Lender or its parent company; (c) an Approved Fund approved by Agent; and (d) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D under the Securities Act of 1933) approved by Agent, such approval not to be unreasonably withheld, conditioned or delayed; provided, that, neither any Borrower nor any Guarantor nor any Affiliate of any Borrower or Guarantor shall qualify as an Eligible Transferee, except a Sponsor Affiliated Lender.

     1.62 “Environmental Laws” shall mean any and all U.S., Canadian or foreign federal, state, provincial, territorial, foreign, local or municipal laws, rules, orders, enforceable guidelines and orders-in-council, regulations, statutes, ordinances, codes, decrees, and such requirements of any Governmental Authority properly promulgated and having the force and effect of law or other requirements of law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health (as it relates to exposure to Hazardous Materials) or the environment, as have been, or now or at any relevant time hereafter are, in effect.

     1.63 “Environmental Permits” shall mean any and all permits, licenses, registrations, and any other authorization required under any Environmental Law.

     1.64 “Equipment” shall mean, as to any Person, all of such Person’s now owned and hereafter acquired equipment, wherever located, including machinery, data processing and computer equipment

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(whether owned or licensed and including embedded software), vehicles, rolling stock, tools, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection therewith, and substitutions and replacements thereof, wherever located.

     1.65 “Equity Interests” shall mean, with respect to any Person, all of the shares, interests, participations or other equivalents (however designated) of such Person’s capital stock or partnership, limited liability company or other equity or ownership interests at any time outstanding, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other equity interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other equity interests in) such Person and all warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other equity interests), but excluding (a) any debt security that is convertible into or exchangeable for any such shares (or such other equity interests and (b) any stock appreciation rights, interests in phantom equity plans or similar rights or interests.

     1.66 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, together with all rules, regulations and interpretations thereunder or related thereto.

     1.67 “ERISA Affiliate” shall mean any person required to be aggregated with any Borrower, any Guarantor or any of its or their respective Subsidiaries under Sections 414(b), 414(c), 414(m) or 414(o) of the Code.

     1.68 “ERISA Event” shall mean, individually or in the aggregate, any of the following events or conditions that either individually or in the aggregate, have or could reasonably be expected to have a Material Adverse Effect: (a) any “reportable event”, as defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Pension Plan, other than events as to which the requirement of notice has been waived in regulations by the Pension Benefit Guaranty Corporation; (b) the adoption of any amendment to a Pension Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c) a complete or partial withdrawal by any Borrower, Guarantor or any ERISA Affiliate from a Multiemployer Plan or a cessation of operations which is treated as such a withdrawal or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the Pension Benefit Guaranty Corporation to terminate a Pension Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of any liability under Title IV of ERISA, other than the Pension Benefit Guaranty Corporation premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower, Guarantor or any ERISA Affiliate.

     1.69 “Eurodollar Rate Loans” shall mean any Loans or portion thereof on which interest is payable based on the Adjusted Eurodollar Rate in accordance with the terms hereof.

     1.70 “Event of Default” shall have the meaning specified in Section 12.1 hereof.

     1.71 “Excess Availability” shall mean, as to Borrowers, the amount calculated at any date, equal to: (a) the least of: (i) the Borrowing Base, (ii) the Maximum Credit and (iii) the Revolving Loan Limit, minus, without duplication, (b) the sum of: (i) the principal amount of all then outstanding and unpaid Loans and Special Agent Advances, plus (ii) the Letter of Credit Obligations.

     1.72 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

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     1.73 “Excluded Property” shall mean:

          (a) property or assets of any Foreign Subsidiary,

          (b) all Real Property other than the Mortgaged Fee Properties and intellectual property as registered in, or created under the laws of, a jurisdiction outside of the United States of America (except to the extent constituting collateral for the Term Loan Debt),

          (c) motor vehicles and other property and assets subject to certificates of title (except to the extent constituting collateral for the Term Loan Debt),

          (d) any contract, chattel paper, general intangibles, Intellectual Property, lease, permit, license, charter or other agreement or instrument, and any right, title or interest in respect thereof, covering real or personal property, as such, if under the terms of such contract, lease, permit, license, charter or other agreement or instrument, or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited or would result in a breach, default or termination thereof; provided, that, the foregoing exclusion shall in no way be construed to apply to the extent that any such prohibition, breach, default or termination under any such contract, lease, permit, license, charter or other agreement or instrument is unenforceable under Sections 9-406, 9-407 or 9-408 of the UCC or other applicable law such that a security interest therein may be granted to Agent without resulting in a breach, default or termination thereunder to such extent;

          (e) as to any series of Equity Interests of any Foreign Subsidiary, the Equity Interests of such series in excess of sixty five (65%) percent of all of the issued and outstanding Equity Interests of such series or (ii) de minimis shares of a Foreign Subsidiary held as a nominee or in a similar capacity;

          (f) any Equity Interests of a Subsidiary of a Foreign Subsidiary;

          (g) any property that would otherwise be included in the Collateral (and such property shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction to the extent permitted by and subject to the terms of Section 10.11 of this Agreement;

          (h) any Equipment or other property that would otherwise be included in the Collateral (and such property shall not be deemed to constitute a part of the Collateral) if such Equipment or other property is subject to a Lien described in clause (f), (l), (p)(ii) or (s) of the definition of “Permitted Liens”;

          (i) assets that are not of a type that would constitute Revolving Loan Priority Collateral, to the extent that Liens therein would result in adverse tax or accounting consequences as reasonably determined by Administrative Borrower;

          (j) assets over which the granting of Liens in such assets would be prohibited by contract permitted under this Agreement and set forth on Schedule 1.73 hereto, applicable law or regulation or, in the case of any non-wholly owned Subsidiary, the organizational documents thereof (including Permitted Liens, leases or licenses) prohibit the valid grant of a security interest or lien therein to Agent; provided, that, the foregoing exclusions shall in no way be construed to apply to the extent that any such prohibition, is unenforceable under Sections 9-406, 9-407 or 9-408 of the UCC or other applicable law such that a security interest therein may be granted to Agent;

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          (k) property or assets (other than Intellectual Property) and Mortgaged Fee Properties, which are not of the type in which a security interest can be created under the UCC;

          (l) any assets not constituting Revolving Loan Priority Collateral that are excluded from the Term Loan Priority Collateral pursuant to the Term Loan Documents as in effect on the date hereof;

          (m) Foreign Intellectual Property;

          (n) trademark or service mark applications that have been filed with the U.S. Patent and Trademark Office on the basis of an “intent-to-use” with respect to such marks, unless and until a statement of use or amendment to allege use is filed and accepted by the U.S. Patent and Trademark Office at which time such marks shall automatically and without further action by the parties be subject to the security interests and liens granted by Borrowers or Guarantors to Agent hereunder;

          (o) any account containing collateral securing the obligations of Borrowers and Guarantors with respect to the Existing Letters of credit and any cash, Cash Equivalents or investment property in such accounts;

          (p) those items of Term Loan Priority Collateral as to which the applicable Borrower or Guarantor, on the one hand, and the Co-Collateral Agents, on the other hand, shall mutually and reasonably determine that the costs of obtaining such a security interest are excessive in relation to the value of the security interest to be afforded thereby; and

          (q) any money, cash, Cash Equivalents, checks, other negotiable instrument, funds and other evidence of payment held in any deposit account of the Borrowers or any of their Subsidiaries in the nature of security deposit with respect to obligations for the benefit of the Borrowers or any of their Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or Contractual Obligations entered into in the ordinary course of business.

     1.74 “Excluded Real Properties” shall mean, collectively, the fee or leasehold interest in Real Property owned by Parent or any of its Subsidiaries other than Mortgaged Fee Properties.

     1.75 “Existing Foreign Subsidiaries” shall mean Building Systems de Mexico S.A. de C.V., a corporation organized under the laws of Mexico and Robertson Building Systems, Limited, a corporation organized the laws of the Province of Ontario, Canada, and their respective successors and assigns.

     1.76 “Existing Letters of Credit” shall mean, collectively, the letters of credit issued or to be issued for the account of a Borrower or Guarantor or for which such Borrower or Guarantor is otherwise liable listed on Schedule 1.76 hereto .

     1.77 “Factoring Transaction” shall mean any transaction or series of transactions entered into by any Person pursuant to which such Person sells, conveys or otherwise transfers (or purports to sell, convey or otherwise transfer) any accounts receivable and/or related rights or assets of such Person to a factor or other similar Person that is not an Affiliate.

     1.78 “Federal Funds Rate” shall mean, for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal Funds brokers of recognized standing selected by it.

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     1.79 “Fee Letter” shall mean the fee letter, dated of even date herewith, by and among Parent, for itself and its Subsidiaries (and by which Borrowers and Guarantors hereby confirm their agreement to be bound), Wells Fargo and certain other Persons, setting forth certain fees payable by Borrowers in connection with the Credit Facility.

     1.80 “Financing Agreements” shall mean, collectively, this Agreement, any notes issued pursuant hereto, any Guarantees, any Security Agreements, any Deposit Account Control Agreements, any Investment Property Control Agreements, the Intercreditor Agreement, and the other agreements, documents, instruments and certificates from time to time executed and/or delivered in connection with any of the foregoing, in each case, together with all schedules and exhibits thereto in form and substance reasonably satisfactory to Agent, as the same now exist or may hereafter exist or be amended, modified, supplemented, extended, renewed, restated or replaced; provided, that, the Financing Agreements shall not include Hedge Agreements.

     1.81 “Foreign Intellectual Property” shall mean, as to each Borrower and Guarantor, such Borrower’s and Guarantor’s now owned or hereafter acquired non-US patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how and processes.

     1.82 “Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which a Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     1.83 “Foreign Subsidiary” shall mean (a) any Subsidiary of Parent that is not organized or incorporated under the laws of the United States of America, or any state thereof or the District of Columbia and any Subsidiary of such Foreign Subsidiary and (b) any Foreign Subsidiary Holdco.

     1.84 “Foreign Subsidiary Holdco” shall mean any Subsidiary of Parent that has no material assets other than securities or Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), and intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof) and other assets incidental to an ownership interests in any such securities, Indebtedness, intellectual property or Subsidiaries (provided, that, in no event for purposes of this definition shall assets consisting of accounts receivable (other than accounts receivable from such securities, Indebtedness or intellectual property), inventory, equipment or real property be deemed to be “incidental to” any of such assets).

     1.85 “Freight Forwarders” shall mean the persons listed on Schedule 1.85 hereto or such other person or persons as may be selected by Borrowers after the date of this Agreement, and after written notice by Borrowers to Agent, who are reasonably acceptable to Agent to clear Inventory through the Bureau of Customs and Border Protection (formerly the Customs Service) or other domestic or foreign export control authorities or otherwise perform port of entry services to process Inventory imported by Borrowers from outside the United States of America (such persons sometimes being referred to herein individually as a “Freight Forwarder”); provided, that, as to each such person, (a) Agent shall have received a Collateral Access Agreement by such person in favor of Agent duly authorized, executed and delivered by such person, (b) such agreement shall be in full force and effect and (c) such person shall be in compliance in all material respects with the terms thereof.

     1.86 “GAAP” shall mean generally accepted accounting principles in the United States of America as in effect from time to time as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board which are applicable to the circumstances as of the date of determination consistently applied; provided, that, in the event of any change in GAAP after the date hereof that affects the covenant in Section 11.1 hereof (including the calculation of the

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Consolidated Fixed Charge Coverage Ratio or Consolidated Net Income and any definitions related thereto), Administrative Borrower may by notice to Agent, or Agent may, and at the request of Required Lenders shall, by notice to Administrative Borrower require that compliance with such covenant be determined and such calculations be made in accordance with GAAP as in effect, and as applied by Parent and its Subsidiaries, immediately before the applicable change in GAAP became effective, until either the notice from the applicable party is withdrawn or such covenant is amended in a manner satisfactory to Administrative Borrower, Agent and the Required Lenders. Administrative Borrower will notify Agent of any such changes to GAAP and provide materials to Agent to show the effect on the financial statements of such changes when and to the extent included in the annual and quarterly reports filed by Parent with the Securities and Exchange Commission.

     1.87 “Governmental Authority” shall mean any nation or government, any state, province, or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

     1.88 “Guarantee” shall mean the Guaranty Agreement delivered to Agent as of the date hereof substantially in the form of Exhibit D hereto, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

     1.89 “Guarantors” shall mean each Person that shall be or become party to the Guarantee and thereby guarantee the Obligations of the Borrower as provided therein; collectively, the “Guarantors”. As of the date hereof, Parent and Steelbuilding.com, Inc. are the only Guarantors.

     1.90 “Guaranty Obligation” shall mean, with respect to any Person, without duplication, any obligation of such Person (other than endorsements in the ordinary course of business of instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including, without limitation, any such obligation, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person for the benefit of any holder of such Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for the purpose of assuring the holder of such Indebtedness of such other Person of the ability of such other Person to make payment thereon, or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder at any time shall (subject to any limitations set forth in any agreement or instrument governing such Guaranty Obligation) be deemed to be an amount equal to the then outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made (or if less, the amount giving effect to such limitations).

     1.91 “Hazardous Materials” shall mean any hazardous or toxic substances or materials or wastes defined, listed, or regulated as such in or under, or which may give rise to liability under, any applicable Environmental Law, including gasoline, petroleum (including crude oil or any fraction thereof), petroleum products or by-products, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

     1.92 “Hedge Agreement” shall mean an agreement that is a rate swap agreement, basis swap, forward rate agreement, commodity swap, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate cap agreement rate, floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, any other similar agreement (including any option to enter into any of the foregoing or a master agreement for any the foregoing together with all supplements thereto) for the purpose of protecting against or managing exposure to

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fluctuations in interest or exchange rates, currency valuations or commodity prices; sometimes being collectively referred to herein as “Hedge Agreements”.

     1.93 “Indebtedness” shall mean, with respect to any Person, without duplication, (a) any liability for payments in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments (including, without limitation, industrial revenue bonds or similar arrangements of the type contemplated by Sections 10.3(s) and 10.3(t) hereof); (b) any liability representing the balance deferred and unpaid of the purchase price of any property or services (other than trade liabilities incurred in the ordinary course of business); (c) all obligations as lessee under Capital Leases; (d) all reimbursement obligations and other liabilities for payment of such Person with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for such Person’s account; (e) indebtedness of a Person secured by any Lien on any asset of such Person, whether or not such indebtedness is assumed by or is a personal liability of such Person, all as of such time; provided, that, if the recourse of the Person to whom such Indebtedness is owed is limited to the asset subject to such Lien so that the Person obligated on such indebtedness has no personal liability, then the amount of such Indebtedness of such Person shall, at any time, be the lesser of the fair market value of the asset determined as such time in a manner reasonably satisfactory to Agent or the amount of such Indebtedness; (f) all obligations, liabilities and indebtedness of such Person (marked to market) arising under Hedge Agreements; (g) indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer to the extent such Person is liable therefor as a result of such Person’s ownership interest in such entity, except to the extent that the terms of such indebtedness expressly provide that such Person is not liable therefor or such Person has no liability therefor as a matter of law; (h) all Guaranty Obligations of such Person with respect to Indebtedness of another Person, (i) all Disqualified Equity Interests of such Person, and (j) the principal and interest portions of all remaining rental obligations of such Person under any synthetic lease or similar off-balance sheet financing where such transaction is considered to be borrowed money for U.S. federal income tax purposes but is classified as an operating lease in accordance with GAAP.

     1.94 “Indemnification Agreement” shall mean the Indemnification Agreement, dated as of the date hereof, by and between Parent and the CD&R Investors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

     1.95 “Intellectual Property” shall mean, as to each Borrower and Guarantor, such Borrower’s and Guarantor’s now owned or hereafter acquired United States patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how and processes.

     1.96 “Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of the date hereof, by and among Agent and Term Loan Agent, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

     1.97 “Interest Payment Date” shall mean (a) with respect to any Base Rate Loan (including Swing Line Loans), the last Business Day of each month to occur during any period in which such Loan is outstanding, (b) with respect to any Eurodollar Rate Loan, the last day of the Interest Period applicable to such Loan and, in the case of a Eurodollar Rate Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Loan, the Maturity Date or such earlier date on which the Commitments are terminated or the Loans become due and payable.

     1.98 “Interest Period” shall mean for any Eurodollar Rate Loan, a period of approximately one (1), two (2), or three (3) months duration (and, if acceptable to all Lenders, six (6), nine (9) or twelve (12)

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months duration) as any Borrower (or Administrative Borrower on behalf of such Borrower) may elect, the exact duration to be determined in accordance with the customary practice in the applicable Eurodollar Rate market; provided, that, such Borrower (or Administrative Borrower on behalf of such Borrower) may not elect an Interest Period which will end after the last day of the then current term of this Agreement.

     1.99 “Interest Rate” shall mean,

          (a) Subject to clause (b) of this definition below:

               (i) as to Base Rate Loans, a rate equal to the then Applicable Margin for Base Rate Loans on a per annum basis plus the Base Rate, and

               (ii) as to Eurodollar Rate Loans, a rate equal to the then Applicable Margin for Eurodollar Rate Loans on a per annum basis plus the Adjusted Eurodollar Rate.

          (b) Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, Agent may and Agent shall, at the direction of the Required Lenders, upon notice to Administrative Borrower, increase the Applicable Margin otherwise used to calculate the Interest Rate for Base Rate Loans and Eurodollar Rate Loans by two (2%) percent per annum, for the period from and after the date of such notice but only for so long as such Event of Default is continuing.

     1.100 “Inventory” shall mean, as to each Borrower and Guarantor, all of such Borrower’s and Guarantor’s now owned and hereafter existing or acquired goods, wherever located, which (a) are leased by such Borrower or Guarantor as lessor; (b) are held by such Borrower or Guarantor for sale or lease or to be furnished under a contract of service; (c) are furnished by such Borrower or Guarantor under a contract of service; or (d) consist of raw materials, work in process, finished goods or materials used or consumed in its business.

     1.101 “Investment” shall have the meaning set forth in Section 10.4 hereof.

     1.102 “Investment Agreement” shall mean the Investment Agreement, dated as of August 14, 2009, by and between Parent and Clayton, Dubilier & Rice Fund VIII, L.P., as amended on each of August 28, 2009, August 31, 2009, October 8, 2009 and October 16, 2009, as the same now exists or may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced.

     1.103 “Investment Documents” shall mean, collectively, the following (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (a) the Investment Agreement; (b) the Stockholders Agreement; (c) the Registration Rights Agreement; (d) the Indemnification Agreement and (e) the Series B Preferred Stock CoD.

     1.104 “Investment Property Control Agreement” shall mean an agreement in writing, in form and substance reasonably satisfactory to Agent, by and among Agent, the Borrower or Guarantor that is an account holder or customer (as the case may be) and any securities intermediary, commodity intermediary or other person who has custody, control or possession of any investment property of such account holder or customer, that is sufficient to perfect the security interests of Agent therein and provides such other rights with respect thereto as Agent reasonably requires.

     1.105 “Issuing Bank” shall mean Wells Fargo Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder and its successors and assigns.

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     1.106 “Lenders” shall mean the financial institutions who are signatories hereto as Lenders (including Swing Line Lender) and other persons made a party to this Agreement as a Lender in accordance with Section 15.7 hereof, and their respective successors and assigns; each sometimes being referred to herein individually as a “Lender”.

     1.107 “Letter of Credit Documents” shall mean, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered or issued in connection therewith, and any application therefor.

     1.108 “Letter of Credit Limit” shall mean $25,000,000.

     1.109 “Letter of Credit Obligations” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at such time, plus, without duplication and (b) the aggregate amount of all drawings under Letters of Credit for which Issuing Bank has not at such time been reimbursed, and the aggregate amount of all payments made by each Lender to Issuing Bank with respect to such Lender’s participation in Letters of Credit as provided in Section 2.3 for which Borrowers have not at such time reimbursed the Lenders, whether by way of a Revolving Loan or otherwise.

     1.110 “Letters of Credit” shall mean all letters of credit issued by an Issuing Bank for the account of any Borrower pursuant to this Agreement, and all amendments, renewals, extensions or replacements thereof.

     1.111 “Lien” or “lien” shall mean any mortgage, pledge, hypothecation, security deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing).

     1.112 “Loans” shall mean, collectively, the Revolving Loans and the Swing Line Loans.

     1.113 “London Interbank Offered Rate” shall mean, with respect to any Eurodollar Rate Loan for the Interest Period applicable thereto, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by Agent from time to time for purposes of providing quotations of interest rates applicable to eurodollar deposits in dollars in the London interbank market) at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, that, if more than one rate is specified on such Page for such comparable period, the applicable rate shall be the arithmetic mean of all such rates (rounded to the nearest 1/100^th of 1%). In the event that such rate is not available at such time for any reason, then the term “London Interbank Offered Rate” shall mean, with respect to any Eurodollar Rate Loan for the Interest Period applicable thereto, the rate of interest per annum at which dollar deposits of $5,000,000 and for a term comparable to such Interest Period are offered by the principal London office of Wells Fargo Bank, N.A. or Wachovia Bank, National Association, as specified by Agent (or, in the event there is a successor Agent at the time, any other commercial bank approved by the Administrative Borrower, Required Lenders and such successor Agent), in immediately available funds in the London interbank market at approximately 11:00 a.m. London time two (2) Business Days prior to the commencement of such Interest Period.

     1.114 “Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets, operations or financial condition of Borrowers and Guarantors taken as a whole, (b) the ability of Borrowers and Guarantors (taken as a whole) to perform their obligations under the Financing

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Agreements or (c) the rights of or remedies available to Agent, the Issuing Banks or Lenders under the Financing Agreements.

     1.115 “Maturity Date” shall mean the earlier of (a)the date that is five (5) years from the date hereof or (b) the maturity date of the Term Loan Debt.

     1.116 “Maximum Credit” shall mean the amount of $125,000,000 (subject to adjustment as provided in Section 2.7 hereof).

     1.117 “Maximum Interest Rate” shall mean the maximum non-usurious rate of interest under applicable Federal or State law as in effect from time to time that may be contracted for, taken, reserved, charged or received in respect of the indebtedness of a Borrower to Agent or a Lender, or to the extent that at any time such applicable law may thereafter permit a higher maximum non-usurious rate of interest, then such higher rate.

     1.118 “Moody’s” shall mean Moody’s Investors Service, Inc., and its successors and assigns.

     1.119 “Mortgaged Fee Properties” shall mean, collectively, the Real Property owned in fee by a Borrower or Guarantor described on Part I of Schedule 1.119, including all buildings, improvements, structures and fixtures now or subsequently located thereon and owned by any such Borrower or Guarantor.

     1.120 “Mortgages” shall mean the documents, agreements and instruments set forth on Schedule 1.120 (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced).

     1.121 “Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to by any Borrower, Guarantor or any ERISA Affiliate or with respect to which any Borrower, Guarantor or any ERISA Affiliate may incur any liability.

     1.122 “NCI Building Systems” shall have the meaning given to such term in the preamble hereto.

     1.123 “Net Cash Proceeds” shall mean the aggregate cash proceeds received by Parent or any of its Subsidiaries (other than Foreign Subsidiaries) in respect of any Disposition of any assets or properties, or any interest in any assets and properties or as proceeds of any loans, letters of credit or similar instruments or the issuance or sale of debt securities or as proceeds from the issuance and/or sale of any Equity Interests, or settlement or payment in respect of any insurance claim or condemnation proceeds to the extent not constituting reimbursement or compensation for amounts previously paid by Parent or any of its Subsidiaries, in each case net of (a) the reasonable fees, costs and expenses relating to such Disposition or loans, letters of credit or similar instruments or the issuance or sale of debt securities Equity Interests, or settlement or payment (including, without limitation, legal, accounting, brokerage, consultant, underwriting, investment banking and other fees and commissions), (b) taxes paid or payable as a result thereof (including reasonable estimates thereof for which Agent has received reasonably satisfactory evidence of the basis for such estimate), (c) in the case of a Disposition of any assets or properties, or interest in assets and properties, amounts applied to the repayment of Indebtedness secured by a security interest, lien or other encumbrance (other than a lien created under the Financing Agreements or the Term Loan Documents) on the assets or properties that are the subject of such transaction required to be repaid in connection therewith, including payments in respect of principal, interest, premiums and penalties and (d) appropriate reserves to be provided by Parent or its Subsidiaries in accordance with GAAP with respect to any liabilities associated with such Disposition of any assets or properties, or interest in assets and properties, or such transaction, or the events giving rise thereto, and

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other appropriate amounts to be used by Parent or any of its Subsidiaries to discharge or pay on a current basis any other liabilities associated with such Disposition or events giving rise thereto.

     1.124 “Net Recovery Percentage” shall mean the fraction, expressed as a percentage, (a) the numerator of which is the amount equal to the recovery on the aggregate amount of the Inventory at such time on an orderly liquidation value basis, net of expenses and charges in connection with such, liquidation, as set forth in the most recent appraisal of Inventory received by Agent in accordance with Section 7.3, and (b) the denominator of which is the applicable original cost of the aggregate amount of the Inventory subject to such appraisal.

     1.125 “New Parent” shall have the meaning set forth in the definition of the term Permitted Dispositions.

     1.126 “Non-Excluded Taxes” shall have the meaning set forth in Section 6.8.

     1.127 “Obligations” shall mean (a) any and all Revolving Loans, Swing Line Loans, Letter of Credit Obligations, Special Agent Advances and all other obligations, liabilities and indebtedness of every kind, nature and description owing by any or all of Borrowers to Agent, any Co-Collateral Agent or any Lender, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under any of the Financing Agreements, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of this Agreement or after the commencement of any case with respect to such Borrower under the United States Bankruptcy Code or any similar statute (including the payment of interest and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, or secured or unsecured and (b) for purposes only of Section 5.1 hereof and any Security Agreement and the Guaranty and subject to the priority in right of payment set forth in Section 6.7 hereof, all obligations, liabilities and indebtedness of every kind, nature and description owing by any or all of Borrowers or Guarantors to any Bank Product Provider arising under or pursuant to any Bank Products, whether now existing or hereafter arising; provided, that, (i) as to any such obligations, liabilities and indebtedness arising under or pursuant to a Hedge Agreement, the same shall only be included within the Obligations if (A) Administrative Borrower shall have notified Agent in writing at the time of the execution and delivery of such Hedge Agreement that such obligations, liabilities and indebtedness are to be deemed to constitute Obligations and (B) upon Agent’s request, Agent shall have entered into an agreement, in form and substance reasonably satisfactory to Agent, with the Bank Product Provider that is a counterparty to such Hedge Agreement, as acknowledged and agreed to by Borrowers and Guarantors (or the Administrative Borrower acting on their behalf), providing for the delivery to Agent by such counterparty of information with respect to the amount of such obligations and providing for the other rights of Agent and such Bank Product Provider in connection with such arrangements, (ii) any Bank Product Provider shall have delivered written notice to Agent and Administrative Borrower that (A) such Bank Product Provider has entered into a transaction to provide Bank Products to a Borrower or Guarantor and (B) the obligations arising pursuant to such Bank Products provided to Borrowers or Guarantors constitute Obligations entitled to the benefits of the security interest of Agent granted hereunder, and Agent and Administrative Borrower shall have accepted such notice in writing and (iii) in no event shall any Bank Product Provider to whom such obligations, liabilities or indebtedness are owing be deemed a Lender for purposes hereof to the extent of and as to such obligations, liabilities or indebtedness other than for purposes of Section 5.1 hereof and other than for purposes of Sections 14.1, 14.2, 14.3(b), 14.6, 14.7, 14.9, 14.12 and 15.6 hereof and in no event shall the approval of any such Person be required in connection with the release or termination of any security interest or lien of Agent.

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     1.128 “Optional Payment” shall have the meaning given to such term in Section 10.9 hereof.

     1.129 “Parent” shall have the meaning set forth in the preamble hereto.

     1.130 “Parent Entity” shall mean any Person of which Parent becomes a Subsidiary after the Closing Date that is designated in writing by Parent to Agent as a “Parent Entity” as of or promptly following the date that Parent becomes a Subsidiary of such Person, provided that (i) immediately prior to becoming a Parent Entity, such Person was a Subsidiary of Parent and became a Parent Entity pursuant to a merger of another Subsidiary with Parent in which the Voting Stock of Parent was exchanged for or converted into Voting Stock of such Person (or the right to receive such Voting Stock), or (ii) immediately after Parent first becomes a Subsidiary of such Person, more than 90% of the Voting Stock of such Person shall be held by one or more Persons that held more than 90% of the Voting Stock of Parent immediately prior to Parent first becoming such Subsidiary of such Person, or (iii) immediately after Parent first becomes a Subsidiary of such Person, Permitted Holders shall own the requisite percentage of the Voting Stock of such Person as is necessary to ensure that a Change of Control has not taken place.

     1.131 “Parent Entity Expenses” shall mean expenses, Taxes and other amounts incurred or payable by any Parent Entity in respect of which Parent is permitted to make a Restricted Payment pursuant to Section 10.5.

     1.132 “Participant” shall mean any financial institution that acquires and holds a participation in the interest of any Lender in any of the Loans and Letters of Credit in conformity with the provisions of Section 15.7 of this Agreement governing participations.

     1.133 “Payment Conditions” shall mean, as of the date of the applicable payment or other transaction, and after giving effect thereto, (a) no Default or Event of Default shall exist or have occurred and be continuing, (b) the daily average Excess Availability for the period of sixty (60) consecutive days immediately preceding the date of such payment or other transaction shall not be less than the greater of (i) $30,000,000 or (ii) twenty-four (24%) percent of the least of (A) the Maximum Credit or (B) the Borrowing Base or (C) the Revolving Loan Limit, in each case after giving effect to the making of any such payment or other transaction, on a pro forma basis using the Excess Availability as of the date of the most recent calculation of the Borrowing Base immediately prior to any such payment or other transaction, and as of the date of any such payment or other transaction and after giving effect thereto, using the most recent calculation of the Borrowing Base prior to the date of any such payment, on a pro forma basis, Excess Availability shall be not less than such amount, (c) on a pro forma basis, after giving effect to the applicable payment or other transaction, the Consolidated Fixed Charge Coverage Ratio for Parent and its Subsidiaries for the immediately preceding twelve (12) consecutive month period ending on the last day of the fiscal month prior to the date of any payment (or other transaction, as applicable) for which Agent has received financial statements shall be equal to or greater than 1.00 to 1.00 and (d) receipt by Agent of projections for the immediately succeeding twelve (12) consecutive month period beginning after the date of payment (or other transaction, as applicable) (including in each case, balance sheets and statements of income and loss, statements of cash flow, and the projected Borrowing Base and Excess Availability) for Parent and its Subsidiaries on such basis (whether monthly, quarterly, or annually) as Agent may reasonably specify, all in reasonable detail and in a format consistent with the projections delivered by Parent to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request, which projections show, on a pro forma basis after giving effect to the payment (or other transaction, as applicable), minimum Excess Availability at all times during such period of not less than the amount set forth above and that the Consolidated Fixed Charge Coverage Ratio is at all times equal to or greater than 1.00 to 1.00 during such period.

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     1.134 “Payment in Full of all Obligations” shall have the meaning given to such term in Section 15.1(a).

     1.135 “Pension Plan” shall mean a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which any Borrower or Guarantor sponsors, maintains, or to which any Borrower, Guarantor or ERISA Affiliate makes, is making, or is obligated to make contributions, other than a Multiemployer Plan.

     1.136 “Permits” shall mean all material permits, licenses, approvals, consents, certificates, orders or authorizations of any Governmental Authority required for the lawful conduct of the business of Borrowers and Guarantors.

     1.137 “Permitted Acquisitions” shall mean the acquisition by a Borrower or Guarantor after the date hereof of all or a substantial part of the property or assets of any Person, or a business, division or operating unit of any Person (including pursuant to a merger with such Person by Parent or a Subsidiary of Parent, including a wholly owned Subsidiary formed solely for such purpose that is merged with such Person) or of all or a majority of the Equity Interests of any Person (such property, assets, business, division or operating unit or Person being referred to herein as the “Acquired Business”), in each case in one transaction or a series of transactions that satisfies each of the following conditions:

          (a) (i) subject to clauses (iv) and (v) below, in the case of any such Permitted Acquisition where the aggregate amount of the consideration payable in connection with such Permitted Acquisition that consists of cash, property, or Indebtedness incurred or assumed in connection therewith (and excluding any Equity Interests of Parent or any Parent Entity, and any cash from the Net Cash Proceeds of the issuance or sale of any such Equity Interests) is in an amount less than or equal to $5,000,000, as of the date of the acquisition and after giving effect to the acquisition, no Event of Default shall exist or have occurred and be continuing;

               (ii) subject to clauses (iv) and (v) below, in the case of any such Permitted Acquisition where the aggregate amount of the consideration payable in connection with such Permitted Acquisition that consists of cash, property, or Indebtedness incurred or assumed in connection therewith (and excluding any Equity Interests of Parent or any Parent Entity, and any cash from the Net Cash Proceeds of the issuance or sale of any such Equity Interests) is in excess of $5,000,000 but less than or equal to $15,000,000:

                    (A) as of the date of the acquisition and after giving effect to the acquisition, no Event of Default shall exist or have occurred and be continuing;

                    (B) the daily average Excess Availability for the period of sixty (60) consecutive days immediately preceding the date of such acquisition shall be not less than the greater of (1) $30,000,000 or (2) twenty-four (24%) percent of the least of (x) the Maximum Credit or (y) the Borrowing Base or (z) the Revolving Loan Limit, in each case after giving effect to the making of any such acquisition, on a pro forma basis using the Excess Availability as of the date of the most recent calculation of the Borrowing Base immediately prior to any such acquisition and as of the date of any such acquisition and after giving effect thereto, using the most recent calculation of the Borrowing Base prior to the date of any such acquisition, on a pro forma basis, Excess Availability shall be not less than such amount; and

                    (C) Agent shall have received not less than five (5) Business Days’ prior written notice of the proposed acquisition and such information with respect thereto as Agent may reasonably request, in each case with such information to include (1) parties to such acquisition, (2) the proposed

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date and amount of the acquisition, (3) description of the assets or shares to be acquired, (4) the total purchase price for the assets to be purchased (and the terms of payment of such purchase price);

               (iii) subject to clauses (iv) and (v) below, in the case of any such Permitted Acquisition where the aggregate amount of the consideration payable in connection with such Permitted Acquisition that consists of cash, property, or Indebtedness incurred or assumed in connection therewith (and excluding any Equity Interests of Parent or any Parent Entity, and any cash from the Net Cash Proceeds of the issuance or sale of any such Equity Interests) is in excess of $15,000,000:

                    (A) the Payment Conditions shall be satisfied; and

                    (B) Agent shall have received not less than ten (10) Business Days’ prior written notice of the proposed acquisition and such information with respect thereto as Agent may reasonably request, in each case with such information to include (1) parties to such acquisition, (2) the proposed date and amount of the acquisition, (3) description of the assets or shares to be acquired and (4) the total purchase price for the assets to be purchased (and the terms of payment of such purchase price);

               (iv) in the case of any Permitted Acquisition where all of the consideration for any Permitted Acquisition consists of Equity Interests of Parent or any Parent Entity or cash from the Net Cash Proceeds of the issuance of Equity Interests of Parent or any Parent Entity, regardless of the amount of such consideration, the only conditions under this clause (a) applicable in such case are that:

                    (A) as of the date of the acquisition and after giving effect to the acquisition, no Event of Default shall exist or have occurred and be continuing; and

                    (B) either (1) Excess Availability shall be not less than the greater of $20,000,000 or eighteen (18%) percent of the least of the Maximum Credit, the Borrowing Base, or the Revolving Loan Limit, on a pro forma basis giving effect to such acquisition, for each of the immediately succeeding twelve (12) consecutive months beginning after the date of such acquisition based on updated projections received by Agent (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and the projected Borrowing Base and Excess Availability) for Parent and its Subsidiaries (whether monthly, quarterly, or annually as Agent may specify), all in reasonable detail and in a format consistent with the projections delivered by Parent to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request or (2) Agent shall have received updated projections (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and the projected Borrowing Base and Excess Availability) for Parent and its Subsidiaries (whether monthly, quarterly, or annually as Agent may specify), all in reasonable detail and in a format consistent with the projections delivered by Parent to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request, showing, on a pro forma basis after giving effect to the acquisition, that the Consolidated Fixed Charge Coverage Ratio is at all times equal to or greater than 1.00 to 1.00 during such period;

               (v) notwithstanding anything to the contrary set forth above, in the case where as of the date of such acquisition and after giving effect thereto, there are no Loans or Letters of Credit then outstanding, regardless of the amount of the consideration for such acquisition, as of the date of the acquisition and after giving effect to the acquisition, the only condition applicable under this clause (a) in such case is that no Event of Default shall exist or have occurred and be continuing;

          (b) promptly upon Agent’s reasonable request, Agent shall have received true, correct and complete copies of all material agreements, documents and instruments relating to such acquisition, if then available (it being agreed that if any of the foregoing shall not then be available, Administrative

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Borrower shall deliver it as soon as available, but the delivery thereof shall not be a condition to the effectiveness of such Permitted Acquisition);

          (c) the business of the Acquired Business shall be substantially similar to, or ancillary, complementary or related to, or used or useful in, the businesses that Borrowers are engaged in on the date hereof, or the assets so acquired shall be used or useful in, or otherwise relate to, any such business

          (d) in the case of the acquisition of the Equity Interests of another Person, such Person (and the board of directors or other governing body of such Person) shall not have announced that it will oppose such acquisition and shall not have commenced any action which alleges that such acquisition will violate applicable law; and

          (e) Agent shall have received a certificate of a Responsible Officer of Parent certifying on behalf of Parent to Agent and Lenders that such transaction complies with this definition.

Notwithstanding anything to the contrary contained herein, if Administrative Borrower requests that any assets acquired pursuant to any acquisition be included in the Borrowing Base, Agent shall initiate, within thirty (30) days of such request, a field examination with respect to the business and assets of the Acquired Business in accordance with Agent’s customary procedures and practices and as otherwise required by the nature and circumstances of the business of the Acquired Business, the scope and results of which shall be reasonably satisfactory to Co-Collateral Agents, and which shall have been completed, before such assets may be included. Any Accounts or Inventory of the Acquired Business shall only be Eligible Accounts or Eligible Inventory to the extent that Agent has so completed such field examination with respect thereto and the criteria for Eligible Accounts or Eligible Inventory set forth herein are satisfied with respect thereto in accordance with this Agreement (or such other or additional criteria as Co-Collateral Agents may, at their option, establish with respect thereto in accordance with the definitions of Eligible Accounts or Eligible Inventory, as applicable, and subject to such Reserves as Co-Collateral Agents may establish in connection with the Acquired Business in accordance with the definition of such term, and, if requested by Agent in its Permitted Discretion, in the case of Eligible Inventory acquired pursuant to a Permitted Acquisition to the extent that it has been subject to an appraisal that satisfies the requirements of Section 7.3 hereof.

     1.138 “Permitted Discretion” shall mean a determination made in good faith in the exercise of reasonable business judgment from the perspective of an asset based lender.

     1.139 “Permitted Dispositions” shall mean each of the following:

          (a) the sale or other Disposition of obsolete, worn out or surplus property or assets or property that is no longer used or useful in the conduct of the business of Parent and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business;

          (b) the sale or other Disposition of (i) any Inventory in the ordinary course of business and (ii) any other assets or property (other than Revolving Loan Priority Collateral), Cash Equivalents and investment property (as to Cash Equivalents and investment property, subject to the terms of applicable Investment Property Control Agreements and similar arrangements as required hereunder) in the ordinary course of business;

          (c) the sale or discount without recourse of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in each case in connection with the compromise or collection thereof; provided, that, in the

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case of any Foreign Subsidiary of Parent, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary’s country of business;

          (d) the sale or other Disposition of accounts receivable and/or related rights or assets of a Foreign Subsidiary pursuant to any Factoring Transaction of such Foreign Subsidiary;

          (e) a Disposition permitted under Section 10.1(b);

          (f) subject to any applicable limitations set forth in Section 10.1(b), Dispositions of any assets or property among Borrowers and Guarantors; provided, that, after giving effect thereto, Agent shall continue to have a security interest in and lien upon such property or assets to the extent that the same were Collateral with the priority and rights provided for under the Financing Agreements;

          (g) the abandonment or other Disposition of patents, trademarks or other Intellectual Property or Foreign Intellectual Property that are, in the reasonable judgment of Parent or any of its Subsidiaries, no longer economically practicable to maintain or useful in the conduct of the business of Parent and its Subsidiaries taken as a whole;

          (h) licenses of Intellectual Property and Foreign Intellectual Property in the ordinary course of business by Parent and its Subsidiaries after the date hereof; provided, that, no such license shall impair in any material respect the ability of Agent to exercise its rights or remedies with respect to Revolving Loan Priority Collateral;

          (i) the issuance, sale or other Disposition by Parent of Equity Interests of Parent and its Subsidiaries after the date hereof; provided, that, after giving effect thereto, no Change of Control shall occur, and the issuance, sale or other Disposition of Equity Interests of any Subsidiary to Parent or any other Subsidiary;

          (j) the issuance, sale or other Disposition of Equity Interests of Parent pursuant to an employee stock option or grant or similar equity plan or 401(k) plans of such Parent for the benefit of its employees, directors and consultants;

          (k) the Disposition of any property or assets pursuant to a winding up, liquidation or dissolution of a Borrower, a Guarantor or a Subsidiary permitted under Section 10.1(c) hereof;

          (l) the Disposition of any property or assets in connection with a merger or consolidation that is a Permitted Acquisition;

          (m) the Disposition of any property or assets (other than Revolving Loan Priority Collateral) in connection with a Sale and Leaseback Transaction permitted under Section 10.11 hereof;

          (n) any Disposition of property or assets by Parent or any of its Subsidiaries; provided, that, (i) the Net Cash Proceeds of each such Disposition do not exceed $1,000,000, (ii) the aggregate Net Cash Proceeds of all Dispositions in any fiscal year of Parent made pursuant to this clause (n) does not exceed $2,500,000, and (iii) at any time a Dominion Event exists, subject to the Intercreditor Agreement, the Net Cash Proceeds from any such sale or other Disposition shall be applied to the Obligations in accordance with Section 2.5;

          (o) any other Disposition of property or assets by Parent or any of its Subsidiaries; provided, that (i) Agent shall have received prior written notice of such Disposition, together with an updated Borrowing Base Certificate giving effect to such Disposition on a pro forma basis; (ii) not less than eighty

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(80%) percent of the consideration to be received by Borrowers and Guarantors shall be paid or payable in cash and shall be paid contemporaneously with the consummation of the transaction; (iii) the consideration paid or payable shall be in an amount not less than the fair market value of the property disposed of; (iv) at any time a Dominion Event exists, subject to the Intercreditor Agreement, the Net Cash Proceeds from any such sale or other Disposition shall be applied to the Obligations in accordance with Section 2.5 hereof; and (v) as of the date of any such Disposition, and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing;

          (p) any involuntary Disposition due to casualty, condemnation or eminent domain or foreclosure;

          (q) any Disposition of Equity Interests of a Subsidiary that becomes a Parent Entity (“New Parent”), including as a result of a merger of Parent with a Subsidiary in which (x) previously outstanding Capital Stock of Parent is converted into or becomes a right to receive Equity Interests of a New Parent and (y) Equity Interests of Parent as the continuing or surviving Person in such merger consist of Equity Interests directly or indirectly held by a New Parent; provided that after giving effect thereto, no Change of Control shall occur; and;

          (r) any Disposition set forth on Schedule 1.139.

     1.140 “Permitted Guarantees” shall mean, with respect to any Borrower, Guarantor or Subsidiary:

          (a) Guaranty Obligations in respect of indemnification and contribution agreements expressly permitted by Section 10.6(c) or 10.6(e) or similar agreements;

          (b) Guaranty Obligations in respect of loans and advances by Parent or any of its Subsidiaries to officers, directors or employees of Parent or any of its Subsidiaries (i) existing on the Closing Date and set forth on Schedule 10.4, (ii) in respect of the indemnification or reimbursement of any officers, directors or employees for liabilities relating to their serving in such capacity based on the indemnification arrangements permitted under Section 10.6 hereof, (iii) in the ordinary course of business for reasonably and necessary work-related travel, entertainment or other ordinary business expenses and for relocation expenses (including home mortgage financing for relocated employees), and (iv) for other purposes; provided, that, the aggregate amount of the loans and advances under clauses (iii) and (iv) of this clause (d), together with the Investments permitted under sub-clauses (iii) and (iv) of clause (h) of the definition of “Permitted Investments, shall not exceed $1,000,000 at any time outstanding;

          (c) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;

          (d) obligations of the Borrower and its Subsidiaries under any Hedge Agreements;

          (e) guarantees made by the Borrower or any of its Subsidiaries of obligations of the Borrower or any of its Subsidiaries (other than Indebtedness), which obligations are otherwise permitted under this Agreement;

          (f) Guaranty Obligations in connection with sales or other Dispositions permitted under Section 10.1 hereof, including indemnification obligations with respect to leases, and guarantees of collectibility in respect of accounts receivable or notes receivable for up to face value;

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          (g) accommodation guarantees for the benefit of trade creditors of the Borrower or any of its Subsidiaries in the ordinary course of business; and

          (h) Guaranty Obligations in respect of Permitted Investments.

     1.141 “Permitted Holders” shall mean (a) any of the CD&R Investors; (b) any of CD&R and its Affiliates; (c) any investment fund or vehicle managed, sponsored or advised by CD&R or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle; (d) any limited or general partners of, or other investors in, any CD&R Investor or any Affiliate thereof, or any such investment fund or vehicle; (e) any Person acting in the capacity of an underwriter in connection with a public or private offering of Equity Interests of Parent or any of its Subsidiaries or of any Parent Entity; provided, that, any such underwriter shall cease to be a Permitted Holder on the date that is one hundred eighty (180) days after the effective date of such public or private offering, and (f) any Parent Entity.

     1.142 “Permitted Investments” shall mean each of the following:

          (a) Investments consisting of accounts receivable owing to any Borrower, Guarantor or Subsidiary if created or acquired in the ordinary course of business;

          (b) the endorsement of instruments for collection or deposit in the ordinary course of business;

          (c) Investments in cash or Cash Equivalents; provided, that, (i) at any time on and after a Dominion Event and for so long as the same is continuing, no Loans are then outstanding; except that the limitation in this clause (i) shall not apply to (A) Qualified Cash, (B) funds held in deposit accounts that are not required to be transferred to Agent after a Cash Dominion Event as provided in Section 6.6 hereof and (C) deposits of cash or other immediately available funds in operating demand deposit accounts used for disbursements to the extent required to provide funds for amounts drawn or anticipated to be drawn shortly on such accounts and which may be held in Cash Equivalents consisting of overnight investments until so drawn (so long as such funds and Cash Equivalents are not held more than three (3) Business Days from the date of the initial deposit thereof) and (ii) the terms and conditions of Section 5.2 hereof shall have been satisfied with respect to the deposit account, investment account or other account in which such cash or Cash Equivalents are held;

          (d) pledges or deposits of cash for leases, utilities and similar matters in the ordinary course of business;

          (e) obligations and other Investments in respect of Hedge Agreements permitted under Section 10.3(d);

          (f) the existing Investments of Parent and its Subsidiaries as of the date hereof in their respective Subsidiaries;

          (g) the Investments set forth on Schedule 10.4 hereto;

          (h) loans and advances by Parent or any of its Subsidiaries to officers, directors or employees of Parent or any of its Subsidiaries (i) existing on the Closing Date and set forth on Schedule 10.4, (ii) in respect of the indemnification or reimbursement of any officers, directors or employees for liabilities relating to their serving in such capacity based on the indemnification arrangements permitted under Section 10.6 hereof, (iii) in the ordinary course of business for reasonably and necessary work-related travel, entertainment or other ordinary business expenses and for relocation expenses (including home

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mortgage financing for relocated employees), and (iv) for other purposes; provided, that, the aggregate amount of the loans and advances under clause (iii) and (iv) of this subsection (h) shall not exceed $1,000,000 at any time outstanding;

          (i) loans and advances to officers, directors or employees the proceeds of which are used to make a substantially contemporaneous purchase of Equity Interests in Parent or any Parent Entity; provided, that, (i) Parent or such Parent Entity applies the Net Cash Proceeds of such purchases upon the receipt thereof, directly or indirectly, to make a capital contribution to, or purchase Equity Interests of, Parent and (ii) such loans and advances shall not exceed $5,000,000 at any time outstanding;

          (j) Equity Interests, Indebtedness or other Investments received by Parent and its Subsidiaries in respect of Indebtedness or other liabilities of such Person owing to Parent and its Subsidiaries in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person;

          (k) obligations of account debtors to Parent and its Subsidiaries arising from Accounts or other obligations which are past due, including any evidenced by a promissory note made by such account debtor payable to Parent or one of its Subsidiaries;

          (l) Investments (i) by a Borrower or Guarantor in a Borrower or Guarantor or (ii) in the ordinary course of business by a Borrower or Guarantor in an Existing Foreign Subsidiary; provided, that, to the extent that any such Investment is used directly or indirectly for Capital Expenditures, the amount of such Investment so used shall be treated as a Capital Expenditure for purposes of the calculation of the Fixed Charge Coverage Ratio pursuant to Section 11 hereof (to the extent the expenditure is or should be accounted for by the Parent as a Capital Expenditure in accordance with GAAP), or (iii) by a Subsidiary that is not a Borrower or Guarantor in any Borrower, Guarantor or Subsidiary;

          (m) any Investment by Parent or any Subsidiary arising after the date hereof in industrial development or revenue bonds or similar obligations issued by any State, county or municipal industrial development authority or similar Governmental Authority secured by Real Property or Equipment or other fixed or capital assets leased to and operated by Parent or any of its Subsidiaries, so long as (i) Parent or any such Subsidiary may obtain title to such assets free and clear of any Lien related to such industrial development or revenue bonds or similar obligations at any time by optionally canceling such bonds or obligations, paying a nominal fee and terminating such transaction and (ii) the proceeds received from the issuance of such bonds or similar obligations are used, directly or indirectly, to acquire, construct, improve or maintain such property or assets;

          (n) Investments made by Parent and its Subsidiaries as a result of consideration received in connection with any Disposition made in compliance with Section 10.1(b) hereof;

          (o) Investments consisting of loans and advances by Parent or any of its Subsidiaries to Parent or any Parent Entity to the same extent that Parent or any such Subsidiary would be permitted to make a Restricted Payment to Parent or any Parent Entity under Sections 10.5(c), (d), (e), (f), (i), (j), (k) and (l) and in amounts and for purposes for which Restricted Payments by Parent or any Subsidiary are permitted under such clauses in Section 10.5; provided, that, the aggregate outstanding amount of such loans and advances, together with such Restricted Payments, shall not exceed any limitations with respect to such Restricted Payments provided for under such clauses in Section 10.5 and such loans and advances shall be used for such purposes;

          (p) Investments after the date hereof by Parent and its Subsidiaries in or to any Person (including, without limitation, a joint venture, partnership or other similar arrangement, whether in

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corporate, partnership or other legal form); provided, that, as to any such Investment, each of the following conditions is satisfied:

               (i) subject to clauses (iv) and (v) below, in the case of any such Investment that is in an amount (excluding any portion of such Investment made with any Equity Interests of Parent or any Parent Entity, or Net Cash Proceeds of the issuance or sale of any such Equity Interests) that is in an amount less than or equal to $5,000,000, as of the date of the Investment and after giving effect to the Investment, no Event of Default shall exist or have occurred and be continuing;

               (ii) subject to clauses (iv) and (v) below, in the case of any such Investment that is in an amount (excluding any portion of such Investment made with any Equity Interests of Parent or any Parent Entity, or Net Cash Proceeds of the issuance or sale of any such Equity Interests) in excess of $5,000,000 but less than or equal to $10,000,000:

                    (A) as of the date of the Investment and after giving effect to the Investment, no Event of Default shall exist or have occurred and be continuing;

                    (B) as of the date of the Investment and after giving effect to the Investment, the daily average Excess Availability for the period of sixty (60) consecutive days immediately preceding the date of such Investment shall be not less than the greater of (1) $30,000,000 or (2) twenty-four (24%) percent of the lease of the Maximum Credit, the Borrowing Base or the Revolving Loan Limit, on a pro forma basis using the Excess Availability as of the date of the most recent calculation of the Borrowing Base immediately prior to any such Investment, and as of the date of any such Investment and after giving effect thereto, using the most recent calculation of the Borrowing Base prior to the date of any such Investment, on a pro forma basis, Excess Availability shall be not less than such amount; and

                    (C) Agent shall have received not less than five (5) Business Days’ prior written notice of the proposed Investment and such information with respect thereto as Agent may reasonably request, in each case with such information to include (1) parties to such Investment, (2) the proposed date and amount of the Investment, and (3) the total amount of the Investment;

               (iii) subject to clauses (iv) and (v) below, in the case of any such Investment that is in an amount (excluding any portion of such Investment made with any Equity Interests of Parent or any Parent Entity, or Net Cash Proceeds of the issuance or sale of any such Equity Interests) in excess of $10,000,000:

                    (A) the Payment Conditions shall be satisfied; and

                    (B) Agent shall have received not less than ten (10) Business Days’ prior written notice of the proposed Investment and such information with respect thereto as Agent may reasonably request, in each case with such information to include (1) parties to such Investment, (2) the proposed date and amount of the Investment, and (3) the total amount of the Investment;

               (iv) notwithstanding anything to the contrary set forth above, in the case of any such Investment where all of the Investment is made with any Equity Interests of Parent or any Parent Entity and/or Net Cash Proceeds of the issuance or sale of any such Equity Interests, regardless of the amount of such Investment, the only conditions applicable in this clause (p) in such case are that:

                    (A) as of the date of the Investment and after giving effect to the Investment, no Event of Default shall exist or have occurred and be continuing;

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                    (B) either (1) Excess Availability shall be not less than the greater of $20,000,000 or eighteen (18%) percent of the least of the Maximum Credit, the Borrowing Base or the Revolving Loan Limit, on a pro forma basis giving effect to such Investment, for each of the twelve (12) consecutive months after the date of such Investment based on updated projections received by Agent (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and the projected Borrowing Base and Excess Availability) for Parent and its Subsidiaries (whether monthly, quarterly, or annually as Agent may specify), all in reasonable detail and in a format consistent with the projections delivered by Parent to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request or (2) Agent shall have received updated projections (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and the projected Borrowing Base and Excess Availability) for Parent and its Subsidiaries (whether monthly, quarterly, or annually as Agent may specify), all in reasonable detail and in a format consistent with the projections delivered by Parent to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request, showing, on a pro forma basis after giving effect to the Investment or payment, that the Consolidated Fixed Charge Coverage Ratio is at all times equal to or greater than 1.00 to 1.00 during such period; and

                    (C) Agent shall have received not less than ten (10) Business Days’ prior written notice of the proposed Investment and such information with respect thereto as Agent may reasonably request, in each case with such information to include (1) parties to such Investment, (2) the proposed date and amount of the Investment, and (3) the total amount of the Investment;

               (v) notwithstanding anything to the contrary set forth above, in the case where as of the date of such Investment and after giving effect thereto, there are no Loans or Letters of Credit then outstanding, regardless of the amount of such Investment, the only conditions applicable in this clause (p) in such case are that:

                    (A) as of the date of the Investment and after giving effect to the Investment, no Event of Default shall exist or have occurred and be continuing; and

                    (B) Agent shall have received not less than ten (10) Business Days’ prior written notice of the proposed Investment and such information with respect thereto as Agent may reasonably request, in each case with such information to include (1) parties to such Investment, (2) the proposed date and amount of the Investment, and (3) the total amount of the Investment;

               (vi) Agent shall have received a certificate of a Responsible Officer of Parent certifying on behalf of Parent to Agent and Lenders that such transaction complies with this definition, including identifying the specific subsection of this clause (p) is applicable thereto; and

               (vii) promptly upon Agent’s reasonable request, Agent shall have received true, correct and complete copies of all material agreements, documents and instruments relating to such Investment (it being agreed that if any of the foregoing shall not then be available, Administrative Borrower shall deliver it as soon as available, but the delivery thereof shall not be a condition to the effectiveness of such Permitted Investment).

     1.143 “Permitted Liens” shall mean, with respect to any Borrower, Guarantor or Subsidiary:

          (a) the Liens of Agent for itself and the benefit of the Secured Parties and the rights of setoff of Secured Parties provided for herein or under applicable law;

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     (b) Liens securing the payment of Taxes, assessments or other governmental charges or levies either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower, Guarantor or Subsidiary, as the case may be, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien (to the extent such property constitutes Revolving Loan Priority Collateral or, if not constituting Revolving Loan Priority Collateral, other property as to which the exercise of rights or remedies by the holder of such Lien thereon could reasonably be expected to materially impair the exercise of rights or remedies of Agent or Lenders with respect to Revolving Loan Priority Collateral) and with respect to which adequate reserves have been set aside on the books of Parent or any of its Subsidiaries in accordance with GAAP;

     (c) statutory Liens (other than Liens arising under ERISA or securing the payment of taxes) arising in the ordinary course of such Borrower’s, Guarantor’s or Subsidiary’s business that do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, landlords’ mortgagees’, workmen’s suppliers’, repairmen’s and mechanics’ liens, to the extent such Liens relate to obligations that are not overdue or are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower, Guarantor or such Subsidiary, (i) which proceedings (or orders entered in connection with such proceeding) have the effect of preventing the forfeiture or sale of the property subject to any such Lien (to the extent such property constitutes Revolving Loan Priority Collateral or, if not constituting Revolving Loan Priority Collateral, other property as to which the exercise of rights or remedies by the holder of such Lien thereon could reasonably be expected to materially impair the exercise of the rights or remedies of Agent or Lenders with respect to Revolving Loan Priority Collateral) and (ii) with respect to which adequate reserves have been set aside on its books in accordance with GAAP;

     (d) Liens of landlords, or of mortgagees of landlords, arising pursuant to the terms of real property leases; provided, that, the rental payments and any other obligations secured thereby are not yet due and payable;

     (e) zoning restrictions, easements, rights-of-way, restrictions on the use of property, other similar encumbrances as to Real Property incurred in the ordinary course of business and minor irregularities of title as to Real Property which in each case do not interfere in any material respect with the use of such Real Property or ordinary conduct of the business of such Borrower, Guarantor or Subsidiary as presently conducted thereon;

     (f) Liens securing Indebtedness of Parent and its Subsidiaries permitted by Section 10.3(b)(i) incurred to finance or refinance the acquisition, leasing, construction or improvement of Real Property, Equipment or other fixed or capital assets subject to such Liens; provided, that, such Liens do not at any time encumber any property other than the property financed or refinanced by such Indebtedness;

     (g) Liens on property or assets (other than any Revolving Loan Priority Collateral) or on cash, Cash Equivalents or investment property arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits or other insurance related obligations (including pledges or deposits of cash or Cash Equivalents securing liability to insurance carriers under insurance or self-insurance arrangements);

     (h) Liens on assets (other than any Revolving Loan Priority Collateral) or on cash or Cash Equivalents or investment property to secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of borrowed money Indebtedness), statutory obligations, obligations for utilities, leases, statutory obligations, surety and appeal bonds, performance bonds, material and supply

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bonds, tax bonds, judgment and like bonds, replevin bonds, and other similar bonds and other obligations in each case in the ordinary course of business of such Borrower, Guarantor or Subsidiary;

     (i) Liens arising from (i) operating leases and (ii) equipment or other materials which are not owned by any Borrower, Guarantor or Subsidiary located on the premises of such Borrower, Guarantor or Subsidiary (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business of such Borrower, Guarantor or Subsidiary (it being understood that any precautionary UCC financing statement filings in respect of any such lease or equipment or other materials shall not be deemed a Lien);

     (j) statutory or common law Liens or rights of setoff of depository banks or securities intermediaries with respect to deposit accounts, securities accounts or other funds of any Borrower, Guarantor or Subsidiary at such banks or securities intermediaries to secure fees and charges in connection with returned items or the standard fees and charges of such banks or securities intermediaries in connection with the deposit accounts, securities accounts or other funds maintained by such Borrower, Guarantor or Subsidiary at such banks or intermediaries (but not any Indebtedness owing by such Borrower, Guarantor or Subsidiary to such banks or intermediaries) and Liens with respect to Indebtedness permitted by Section 10.3(n);

     (k) Liens arising in connection with any judgment, decree or order of any court or other Governmental Authority that do not constitute an Event of Default under Section 12.1(e); provided, that, (i) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, (ii) a stay of enforcement of any such Liens is in effect (in the case of any Lien on property constituting Revolving Loan Priority Collateral or, if not constituting Revolving Loan Priority Collateral, other property as to which the exercise of rights or remedies by the holder of such Lien could reasonably be expected to materially impair the exercise of the rights or remedies of Agent or Lenders with respect to Revolving Loan Priority Collateral) and (iii) Co-Collateral Agents may establish a Reserve with respect thereto (in accordance with and subject to the definition of such term);

     (l) security interests, mortgages and other Liens on (i) Equipment, Real Property and other fixed or capital assets arising after the date hereof to secure Indebtedness (including pursuant to Capital Leases) permitted under Section 10.3(b) or (ii) property and assets described in Sections 10.3(s) and 10.3(t);

     (m) leases or subleases of Real Property granted by any Borrower, Guarantor or Subsidiary in the ordinary course of business of such Borrower, Guarantor or Subsidiary to any Person so long as any such leases or subleases do not interfere in any material respect with the ordinary conduct of the business of such Borrower, Guarantor or Subsidiary;

     (n) licenses of third party intellectual property to any Borrower, Guarantor or Subsidiary and licenses to Intellectual Property or Foreign Intellectual Property permitted under clause (h) of the definition of Permitted Dispositions;

     (o) Liens on goods in favor of customs and revenue authorities arising as a matter of law to secure custom duties in connection with the importation of such goods;

     (p) security interests and other Liens on the Collateral (i) securing Indebtedness permitted under Section 10.3(e) hereof (and Refinancing Indebtedness with respect thereto permitted under Section 10.3(w) hereof), (ii) securing any Bank Products to the extent secured by the same security interests and other Liens that secure Indebtedness permitted under Section 10.3(e) or such Refinancing Indebtedness or

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(iii) securing any notes or other debt securities incurred pursuant to Section 10.3(j), subject to the terms of the Intercreditor Agreement or an intercreditor agreement in form and substance satisfactory to Agent;

     (q) Liens to secure Indebtedness of any Borrower, Guarantor or Subsidiary permitted under Section 10.3(g) hereof to finance insurance premiums on the insurance policies maintained by any Borrower, Guarantor or Subsidiary; provided, that, such Liens shall not in any manner affect the ability of Agent to obtain or receive payment of proceeds of insurance with respect to any of the Collateral;

     (r) Liens on property or assets other than the Collateral to secure Indebtedness of Borrowers and Guarantors permitted under Section 10.3(j);

     (s) security interests and other Liens in property or assets of a Person existing at the time such Person is acquired pursuant to a Permitted Acquisition after the date hereof in respect of Indebtedness permitted under Section 10.3(i) hereof (and Liens in respect of Refinancing Indebtedness with respect thereto permitted under Section 10.3(w) hereof); provided, that, each of the following conditions is satisfied: (i) such security interests and other Liens were not granted and did not arise in connection with, or in anticipation or contemplation of, such Permitted Acquisition, and (ii) the property or assets subject to such security interests and other Liens do not include any assets or properties of any Person other than assets or properties of the Person so acquired;

     (t) Liens on assets or property at the time of acquisition thereof by Parent or any of its Subsidiaries which do not materially interfere with the use, occupancy, operation and maintenance of structures existing on the property subject thereto or extend to or cover any assets or properties of Parent or such Subsidiary other than the assets or property being acquired; provided, that, to the extent that any such assets so acquired consist of Accounts and Inventory, such Accounts and Inventory shall not in any case constitute Eligible Accounts or Eligible Inventory unless and until (i) the Agent shall have established a Reserve with respect to any such Lien thereon or notified the Administrative Borrower that no such Reserve will be established and (ii) the provisions of the last two sentences of the definition of “Permitted Acquisitions” shall have been complied with;

     (u) any encumbrance or restriction (including put and call agreements) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement; provided, that, no such encumbrance or restriction affects in any way the ability of Parent or any of its Subsidiaries to comply with Section 9.11(a) or (b);

     (v) Liens on property or assets subject to Sale and Leaseback Transactions permitted under Section 10.11;

     (w) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Parent or its Subsidiaries in the ordinary course of business;

     (x) Liens on property or assets of any Foreign Subsidiary (other than a Borrower or Guarantor) to secure Indebtedness of such Subsidiary permitted under Section 10.3(r) hereof;

     (y) Liens securing any Guaranty Obligation of any Borrower, Guarantor or Subsidiary to the extent the Indebtedness to which such Guaranty Obligation relates would be permitted hereunder to be so secured;

     (z) Liens incurred in the ordinary course of business of Parent and its Subsidiaries securing liabilities or obligations that do not exceed $500,000 in the aggregate; provided, that, to the extent any

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such Lien encumbers Accounts or Inventory, such Lien shall be reported to Agent by Administrative Borrower promptly upon discovery by a Responsible Officer of any Borrower and an amount of the Accounts and Inventory so encumbered equal to the amount of the liabilities or obligations so secured by such Lien shall thereafter not constitute Eligible Accounts or Eligible Inventory (such amount, the “Deemed Reserve”) unless and until the Agent shall have established a Reserve with respect to such Lien or Co-Collateral Agents shall have determined and instructed Agent to notify the Administrative Borrower that no such Reserve will be established;

     (aa) the Liens set forth on Schedule 10.2 hereto which are not otherwise permitted under the other clauses of this definition and any Liens to secure Refinancing Indebtedness of the Indebtedness secured by such Liens to the extent permitted under Section 10.3(w) hereof;

     (bb) Liens in cash collateral to secure the obligations of Borrowers and Guarantors to the extent permitted under Section 10.3(u) hereof;

     (cc) Liens with respect to Indebtedness permitted under Sections 10.3(o) and (p), in each case to the extent any bonds, debentures, notes or similar instruments permitted thereby have been issued in respect of secured Indebtedness; and

     (dd) any other Lien on property or assets of Parent or any of its Subsidiaries (other than Working Capital Priority Collateral (as defined in the Intercreditor Agreement)) existing on the Closing Date.

     1.144 “Person” or “person” shall mean any individual, sole proprietorship, partnership, corporation (including any corporation which elects subchapter S status under the Code), limited liability company, limited liability partnership, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity or any government or any agency or instrumentality or political subdivision thereof.

     1.145 “Plan” shall mean an employee benefit plan (as defined in Section 3(3) of ERISA) which any Borrower or Guarantor sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a Multiemployer Plan has made contributions at any time during the immediately preceding six (6) plan years or with respect to which any Borrower or Guarantor may incur liability.

     1.146 “Pledge Agreement” shall mean the Pledge Agreement delivered to Agent as of the date hereof substantially in the form of Exhibit E hereto, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

     1.147 “Pro Rata Share” shall mean, as to any Lender, the fraction (expressed as a percentage) the numerator of which is such Lender’s Commitment and the denominator of which is the aggregate amount of all of the Commitments of the Lenders, as adjusted from time to time in accordance with the provisions hereof; provided, that, if the Commitments have been terminated, the numerator shall be the unpaid amount of such Lender’s Loans and its interest in the Swing Line Loans, Special Agent Advances and Letter of Credit Obligations and the denominator shall be the aggregate amount of all unpaid Loans, Swing Line Loans, Special Agent Advances and Letter of Credit Obligations.

     1.148 “Provision for Taxes” shall mean an amount equal to all taxes imposed on or measured by net income, whether Federal, State, Provincial, county or local, and whether foreign or domestic, that are paid or payable by any Person in respect of any period in accordance with GAAP.

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     1.149 “Qualified Cash” shall mean cash or subject to the terms below, Cash Equivalents owned by a Borrower, which are (a) free and clear of any pledge, security interest, lien, claim or other encumbrance (other than (i) in favor of Agent, (ii) in favor of the depository bank or securities intermediary where the deposit account or investment account is maintained to the extent permitted under clause (j) of the definition of the term “Permitted Liens”, but only to secure its customary fees and charges and (iii) any other liens permitted under this Agreement that are subject to the Intercreditor Agreement or an intercreditor agreement in form and substance satisfactory to Agent between the holder of such security interest or Lien and Agent), (b) subject to the first priority perfected security interest of Agent (subject to the liens of the depository bank or securities intermediary where the deposit account or investment account is maintained for its customary fees and charges), (c) in a deposit account or an investment account at a Lender or an Affiliate of a Lender and which account is subject to a Deposit Account Control Agreement or an Investment Property Control Agreement, and which cash or Cash Equivalents, to the extent included in the Borrowing Base, are not permitted to be withdrawn from such account without the prior written consent of Agent and for which Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, of the amount of such cash or Cash Equivalents held in such deposit account or investment account as of the applicable date of the calculation of the Borrowing Base; provided, that, to the extent such amounts represent payments in respect of Accounts or other Collateral included in the Borrowing Base as of such date, such amounts shall not constitute Qualified Cash (and Administrative Borrower shall provide such evidence thereof as Agent may reasonably request). For purposes of this definition, “Qualified Cash” shall only include Cash Equivalents maturing within ninety (90) days from the date of the acquisition thereof and in the case of obligations or indebtedness described in clauses (b) and (c) of the definition of the term Cash Equivalents, obligations or indebtedness having a rating of at least A-1 from S&P or at least P-1 from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then an equivalent rating from another nationally recognized rating service).

     1.150 “Quarterly Average Excess Availability” shall mean, for any three (3) month period, the daily average of the aggregate amount of the Excess Availability for such three (3) month period.

     1.151 “Real Property” shall mean, as to any Person, all now owned and hereafter acquired real property of such Person, including leasehold interests, together with all buildings, structures, and other improvements located thereon and all licenses, easements and appurtenances relating thereto, wherever located, including, in the case of any Borrower or Guarantor, the Real Property and related assets of such Borrower or Guarantor more particularly described in the Mortgages.

     1.152 “Receivables” shall mean all of the following now owned or hereafter arising or acquired property of each Borrower and Guarantor: (a) all Accounts; (b) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account; (c) letters of credit, indemnities, guarantees, security or other deposits and proceeds thereof issued payable to any Borrower or Guarantor or otherwise in favor of or delivered to any Borrower or Guarantor in connection with any Account; or (d) all other accounts, contract rights, chattel paper, instruments, notes, general intangibles and other forms of obligations owing to any Borrower or Guarantor, whether from the sale and lease of goods or other property, licensing of any property (including Intellectual Property or other general intangibles), rendition of services or otherwise.

     1.153 “Records” shall mean, as to each Borrower and Guarantor, all of such Borrower’s and Guarantor’s present and future books and records of every kind or nature relating to the Collateral, including without limitation, all purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any account debtor, together with the tapes, disks, diskettes and other data and software

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storage media (including any rights of any Borrower or Guarantor with respect to the foregoing maintained with or by any other person).

     1.154 “Refinancing Indebtedness” shall have the meaning set forth in Section 10.3(w) hereof.

     1.155 “Register” shall have the meaning set forth in Section 6.4 hereof.

     1.156 “Registration Rights Agreement” shall mean the Registration Rights Agreement, dated as of the date hereof, by and between Parent and the CD&R Investors, as the same now exists or may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced.

     1.157 “Related Taxes” shall mean:

          (a) any Taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than Federal, State or local taxes measured by income and Federal, State or local withholding imposed by any government or other taxing authority on payments made by Parent or any Parent Entity, other than payments to Parent or any Parent Entity), required to be paid by Parent or any Parent Entity by virtue of its being incorporated or having Equity Interests outstanding (but not by virtue of owning stock or other Equity Interests of any corporation or other entity other than any of its Subsidiaries, Parent or any Parent Entity), or being a holding company parent of Parent, any of its Subsidiaries, or any Parent Entity or receiving dividends from or other distributions in respect of the Equity Interests of Parent, any of its Subsidiaries, or any Parent Entity or having guaranteed any obligations of Parent or any Subsidiary thereof, or having made any payment in respect of any of the items for which Parent or any of its Subsidiaries is permitted to make payments to Parent or any Parent Entity pursuant to Section 10.5, or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights (including but not limited to receiving or paying royalties for the use thereof) relating to the business or businesses of Parent or any Subsidiary thereof, or

          (b) any Taxes attributable to any taxable period (or portion thereof) ending on or prior to the Closing Date, or attributable to the consummation of, or any Parent Entity’s receipt of (or entitlement to) any payment in connection with, any of the Transactions, including any payment received after the Closing Date pursuant to any agreement relating to the Transactions, or

          (c) any other Federal, State, foreign or local taxes measured by income for which any Parent Entity is liable up to an amount not to exceed, with respect to Federal Taxes, the aggregate amount of any such Taxes that Parent and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated basis as if Parent had filed a consolidated return on behalf of an affiliated group (as defined in Section 1504 of the Code or an analogous provision of state, local or foreign law) of which Parent were the common parent, or with respect to state and local taxes, the aggregate amount of any such taxes that Parent and its Subsidiaries would have been required to pay on a separate company basis, or on a combined basis as if Parent had filed a combined return on behalf of an affiliated group consisting only of Parent and its Subsidiaries.

     1.158 “Register” shall have the meaning set forth in Section 6.4 hereof.

     1.159 “Required Lenders” shall mean, at any time, subject to Section 6.13(g), those Lenders whose Pro Rata Shares aggregate more than fifty (50%) percent of the aggregate of the Commitments of all Lenders, or if the Commitments shall have been terminated, Lenders to whom more than fifty (50%) percent of the then outstanding Loans and Letter of Credit Obligations are owing; provided, that, at any time that there are two (2) or more Lenders, “Required Lenders” must include at least two (2) Lenders.

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     1.160 “Requirement of Law” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, statute, ordinance, code, decree, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its material property or to which such Person or any of its material property is subject, including laws, ordinances and regulations pertaining to zoning, occupancy and subdivision of real properties; provided, that, the foregoing shall not apply to any non-binding recommendation of any Governmental Authority. Without limiting the foregoing, it is understood that, in the case of any Borrower or Guarantor, Requirements of Law shall include the following (collectively, the “Anti-Terrorism Laws”): the “Trading With the Enemy Act” (50 U.S.C. §1 et seq., as amended) or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto (including, but not limited to Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56), in each case to the extent applicable to or binding upon such Borrower or Guarantor.

     1.161 “Reserves” shall mean as of any date of determination, such amounts as Co-Collateral Agents may from time to time establish and revise in their Permitted Discretion reducing the amount of Loans and Letters of Credit which would otherwise be available to any Borrower under the lending formula(s) provided for herein: (a) to reflect events, conditions, contingencies or risks which, as determined by Co-Collateral Agents in their Permitted Discretion, adversely affect, or would have a reasonable likelihood of adversely affecting, either (i) the Revolving Loan Priority Collateral, its value or the amount that might be received by Agent from the sale or other disposition or realization upon such Collateral or (ii) the security interests and other rights of Agent or any Lender in the Revolving Loan Priority Collateral (including the enforceability, perfection and priority thereof), (b) to reflect other factors arising after the Closing Date that change in any material respect the credit risk of lending to Borrowers on the security of the Revolving Loan Priority Collateral, or (c) to reflect Agent’s good faith belief that any collateral report or financial information furnished by or on behalf of any Borrower or Guarantor to Agent is or may have been incomplete, inaccurate or misleading in any material respect. Without limiting the generality of the foregoing, Reserves may be established to reflect any of the following: (i) reserves for cost variances not otherwise reflected in value of Inventory, (ii) dilution with respect to Accounts (based on the ratio of the aggregate amount of non-cash reductions in Accounts for any period to the aggregate dollar amount of the sales of such Borrower for such period) as calculated by Agent for any period is or is reasonably anticipated to be greater than five (5%) percent, (iii) the sales, excise or similar taxes included in the amount of any Accounts reported to Agent and amounts due or to become due in respect of sales, use and/or withholding taxes that are subject to collection in trust or similar arrangements or otherwise give rise to a Lien that may have priority over the Lien of Agent, (iv) any rental payments, service charges or other amounts due or to become due to owners or lessors of real property to the extent Inventory or Records are located in or on such property or in the possession or control of such parties or such Records are needed to monitor or otherwise deal with the Revolving Loan Priority Collateral (other than for locations where Agent has received a Collateral Access Agreement executed and delivered by the owner and lessor of such real property that Agent has acknowledged in writing is in form and substance satisfactory to Agent in its Permitted Discretion); provided, that, the Reserves established pursuant to this clause (v) as to leased locations shall not exceed at any time the aggregate of amounts payable for the next five (5) months to the lessors of such locations (or in the event that any appraisals with respect to the Inventory after the date hereof conducted in accordance with Section 7.3 reflect a shorter period of time for realization on the Inventory in a manner that maximizes the recovery from it, then such Reserves will be adjusted to reflect such shorter period), (v) to reflect average payables to outside processors based on the immediately preceding three (3) consecutive month period, (vi) an increase in the number of days of the turnover of Inventory (unless as a result of seasonal

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variation) or a change in the mix of the Inventory that results in an overall decrease in the value thereof or a deterioration in its nature or quality (but only to the extent not addressed by the lending formulas in a manner satisfactory to Co-Collateral Agents in their Permitted Discretion), (vii) reserves for in-transit inventory, including freight, taxes, duty and other amounts which Agent estimates must be paid in connection with such Inventory upon arrival and for delivery to one of such Borrower’s locations for Eligible Inventory within the United States of America, (viii) obligations, liabilities or indebtedness (contingent or otherwise) of Borrowers or Guarantors to any Bank Product Provider arising under or in connection with any Bank Products of any Borrower or Guarantor with a Bank Product Provider or as such Bank Product Provider may otherwise require and Agent may agree in connection therewith to the extent that such obligation, liabilities or indebtedness constitute Obligations as such term is defined herein or otherwise receive the benefit of the security interest of Agent in any Collateral. To the extent that an event, condition or matter as to any Eligible Accounts or Eligible Inventory is addressed pursuant to the treatment thereof within the applicable definition of such terms, Co-Collateral Agents shall not also establish a Reserve to address the same event, condition or matter. The amount of any Reserve established by Co-Collateral Agents shall have a reasonable relationship to the event, condition or other matter which is the basis for such Reserve. In the event that the event, condition or other matter giving rise to the establishment of any Reserve shall cease to exist (unless there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Reserve established pursuant to such event, condition or other matter, shall be discontinued. To the extent that an event, condition or matter as to any Eligible Accounts or Eligible Inventory is addressed pursuant to the treatment thereof within the applicable definition of such terms, or in the computation of net book value of Eligible Inventory or the Net Recovery Percentage of Eligible Inventory in a manner satisfactory to Agent in the exercise of its Permitted Discretion, Co-Collateral Agents shall not also establish a Reserve to address the same event, condition or matter. Agent will provide three (3) Business Days’ prior notice to Administrative Borrower of any new categories of Reserves that may be established, or any changes in the methodology of determination (but not amount) of any Reserves, or any changes by Co-Collateral Agents of the amount of a Reserve specified in any Borrowing Base Certificate received by Agent, after the date of this Agreement, and Agent will be available from time to time during business hours to consult with Administrative Borrower in connection with the basis for such new categories of or changes to Reserves; provided, that, during such three (3) Business Day period, the Borrowing Base shall, solely for the purposes of any new Loans or Letters of Credit requested by any Borrower during such three (3) Business Day Period, be reduced by the amount of any such proposed changes to, or new categories of, Reserves set forth in such notice. Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase no longer exists, in a manner and to the extent satisfactory to the Co- Collateral Agents in the exercise of their Permitted Discretion. In no event shall such notice or opportunity limit the right of Co-Collateral Agents to establish such Reserve, unless Co-Collateral Agents shall have determined in their Permitted Discretion that the event, condition or other matter that is the basis for such new category of Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower.

     1.162 “Responsible Officer” shall mean, as to any Person, any of the following officers of such Person: (a) the chief executive officer or the president of such Person and, with respect to financial matters, the chief financial officer, the treasurer or the controller of such Person, (b) any vice president of such Person or, with respect to financial matters, any assistant treasurer or assistant controller of such Person, who has been designated in writing to Agent as a Responsible Officer by such chief executive officer or president of such Person or, with respect to financial matters, such chief financial officer of such Person, and (c) with respect to ERISA matters, the senior vice president-human resources (or substantial equivalent) of such Person.

     1.163 “Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of Parent or any of its Subsidiaries, or

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any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to Parent or such Subsidiary’s stockholders, partners or members (or the equivalent Person thereof), or payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of Parent or any of its Subsidiaries, or any setting apart of funds or property for any of the foregoing; provided, that, for the avoidance of doubt, Restricted Payments shall not include any distributions of Equity Interests in exchange for or upon conversion of debt securities.

     1.164 “Revolving Loan Limit” shall mean the amount from time to time specified in Section 7.2(d)(ii) of the Term Loan Agreement.

     1.165 “Revolving Loan Priority Collateral” shall mean the Collateral described on Schedule 1.165 hereto.

     1.166 “Revolving Loans” shall mean loans now or hereafter made by or on behalf of any Lender or by Agent for the account of any Lender on a revolving basis pursuant to the Credit Facility (involving advances, repayments and readvances) as set forth in Section 2 hereof.

     1.167 “Sale and Leaseback Transaction” shall mean, with respect to a Borrower or Guarantor, or any Subsidiary, any arrangement with any Person providing for the leasing by such Borrower or Guarantor or such Subsidiary of real or personal property that has been or is to be sold or transferred by such Borrower, Guarantor or any such Subsidiary to such Person and thereafter such real or personal property is leased by such Person back to such Borrower, Guarantor or Subsidiary.

     1.168 “Sanctioned Entity” shall mean (a) an agency of the government of, (b) an organization directly or indirectly controlled by, or (c) a person resident in, a country that is subject to a sanctions program identified on the list maintained and published by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs, or as otherwise published from time to time as such program may be applicable to such agency, organization or person.

     1.169 “Sanctioned Person” shall mean a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time.

     1.170 “S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and its successors and assigns.

     1.171 “Secured Parties” shall mean, collectively, (a) Agent, (b) Lenders, (c) Co-Collateral Agents, (d) the Issuing Bank and (e) any Bank Product Provider; provided, that, (i) as to any Bank Product Provider, only to the extent of the Obligations owing to such Bank Product Provider and (ii) such parties are sometimes referred to herein individually as a “Secured Party”.

     1.172 “Security Agreement” shall mean the collective reference to the Mortgages, the Pledge Agreement and all other similar security documents delivered to the Agent granting a Lien on any asset or assets of any Person to secure the obligations and liabilities of any Borrower or Guarantor hereunder and/or under any of the other Financing Agreements or to secure any guarantee of any such obligations and liabilities, in each case as amended, supplemented, waived or otherwise modified from time to time.

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     1.173 “Series B Preferred Stock CoD” shall mean the Certificate of Designations, Preferences and Rights of Series B Cumulative Convertible Participating Preferred Stock of NCI Building Systems, dated as of the date hereof.

     1.174 “Solvent” shall mean, at any time with respect to any Person, that at such time such Person (a) is able to pay its debts as they mature and has sufficient capital (and not unreasonably small capital) to carry on its business, and (b) the assets and properties of such Person at a fair valuation (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification arising pursuant to any guarantees given by such Person) are greater than the Indebtedness of such Person, and including subordinated and contingent liabilities computed at the amount which, such Person has a reasonable basis to believe, represents an amount which can reasonably be expected to become an actual or matured liability (and including as to contingent liabilities arising pursuant to any guarantee the face amount of such liability as reduced to reflect the probability of it becoming a matured liability).

     1.175 “Special Agent Advances” shall have the meaning set forth in Section 14.11 hereof.

     1.176 “Specified Assets” shall mean the following property and assets of each Borrower or Guarantor:

          (a) Intellectual Property constituting patents, patent licenses, trademarks and trademark licenses to the extent that Liens thereon cannot be perfected by the filing of financing statements under the UCC or by the filing and acceptance thereof in the United States Patent and Trademark Office;

          (b) Intellectual Property constituting copyrights and copyright licenses and accounts or receivables arising therefrom to the extent that the UCC as in effect from time to time in the relevant jurisdiction is not applicable to the creation or perfection of Liens thereon or Liens thereon cannot be perfected by the filing and acceptance of this Agreement or short form thereof in the United States Copyright Office;

          (c) Collateral for which the perfection of Liens thereon require filings in or other actions under the laws of jurisdictions outside of the United States of America, any state, territory or political division thereof or the District of Columbia;

          (d) contracts, Accounts or receivables subject to the Assignment of Claims Act;

          (e) goods received by any Person from a Borrower or Guarantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person;

          (f) money, cash and Cash Equivalents (except to the extent subject to a Deposit Account Control Agreement or Investment Property Control Agreement, as applicable) and Fixtures;

          (g) proceeds of Accounts or Inventory that do not themselves constitute Collateral or that have not yet been transferred to or deposited in a Cash Management Account or Concentration Account; and

          (h) uncertificated securities (to the extent a Lien therein is not be perfected by the filing of a financing statement).

     1.177 “Sponsor” shall mean CD&R.

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     1.178 “Sponsor Affiliated Lender” shall mean financial institutions (including commercial finance companies), investment funds or managed accounts with respect to which Sponsor or an Affiliate of such Sponsor is an Affiliate or an advisor or manager in the ordinary course of business; provided, that, such Person executes a waiver in form and substance reasonably satisfactory to Agent that it shall have no right whatsoever so long as such Person is an Affiliate of any Parent or any of its Subsidiaries or Sponsor: (a) except as provided below, to consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of this Agreement or any of the other Financing Agreements, (b) otherwise to vote on any matter related to this Agreement or any other Financing Agreement, (c) to require Agent or any Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Financing Agreement, (d) to attend any meeting with Agent or any Lender or receive any information from Agent or any Lender or (e) make or bring any claim, in its capacity as Lender, against Agent with respect to the duties and obligations of Agent hereunder; except, that, no amendment, modification or waiver to this Agreement or any of the other Financing Agreements (i) relating to any of the matters described in clauses (i), (ii), (iv), (v), (vi) or (vii) of Section 13.3(a), or (ii) that would result in a disproportionate impact or effect on any Sponsor Affiliated Lender in relation to one or more Lenders that are not Sponsor Affiliated Lenders, shall be effected without the consent of such Sponsor Affiliated Lender.

     1.179 “Stockholders Agreement” shall mean the Stockholders Agreement, dated as of the date hereof, by and between Parent and the CD&R Investors, as the same now exists or may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced.

     1.180 “Subordinated Debt” shall mean any notes, debt securities or other Indebtedness of a Borrower or Guarantor that is subordinated in right of payment to the right of Agent and Lenders to receive the prior final payment and satisfaction in cash in full of all of the Obligations and is incurred in accordance with Section 10.3(j) hereof.

     1.181 “Subsidiary” or “subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, limited liability partnership or other limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Equity Interests or other interests entitled to vote in the election of the board of directors of such corporation (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), managers, trustees or other controlling persons, or an equivalent controlling interest therein, of such Person is, at the time, directly or indirectly, owned by such Person and/or one or more subsidiaries of such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Parent.

     1.182 “Supermajority Lenders” shall mean, at any time, subject to Section 6.13(g), those Lenders whose Pro Rata Shares aggregate more than sixty-six and two-thirds (66.67%) percent of the aggregate of the Commitments of all Lenders, or if the Commitments shall have been terminated, Lenders to whom more than sixty-six and two-thirds (66.67%) percent of the then outstanding Loans and Letter of Credit Obligations are owing.

     1.183 “Swing Line Lender” shall mean Wells Fargo Foothill, LLC, in its capacity as the lender of Swing Line Loans, and its successors and assigns.

     1.184 “Swing Line Loans” shall mean loans now or hereafter made by Swing Line Lender on a revolving basis pursuant to the Credit Facility (involving advances, repayments and readvances) as set forth in Section 2 hereof.

     1.185 “Swing Line Loan Limit” shall mean $10,000,000.

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     1.186 “Taxes” shall have the meaning set forth in Section 6.8.

     1.187 “Tax Sharing Agreement” means any Tax Sharing Agreement entered between Parent and any Parent Entity, substantially in the form of Exhibit F or otherwise in form and substance reasonably satisfactory to the Agent.

     1.188 “Term Loan Agent” shall mean Wachovia Bank, National Association, in its capacity as administrative and collateral agent acting for and on behalf of the Term Loan Lenders and any replacement or successor agent thereunder.

     1.189 “Term Loan Agreement” shall mean the Amended and Restated Credit Agreement, dated as of the date hereof, among Parent, the Lenders party thereto, and Wachovia Bank, National Association, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

     1.190 “Term Loan Debt” shall mean the Indebtedness of Borrowers and Guarantors evidenced by or arising under the Term Loan Documents.

     1.191 “Term Loan Documents” shall mean the Term Loan Agreement and the Loan Documents, as defined therein, in each case, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

     1.192 “Term Loan Lenders” shall mean the lenders under the Term Loan Agreement.

     1.193 “Term Loan Priority Collateral” shall mean the Collateral described on Schedule 1.192 hereto.

     1.194 “Transactions” shall mean, collectively, any or all of the following: (a) the equity investment referred to in Section 4.1(a) hereof, (b) the amendment and restatement of the Term Loan Documents, (c) the acceptance of the Convertible Notes referred to in Section 4.1(a)(iii) hereof and the payment of the redemption price due in connection therewith and (d) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing).

     1.195 “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York and any successor statute, as in effect from time to time (except that terms used herein which are not otherwise defined herein and defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as Agent may otherwise determine with the consent of the Administrative Borrower).

     1.196 “US Dollars”, “US$” and “$” shall each mean lawful currency of the United States of America.

     1.197 “Value” or “value” shall mean, with respect to Inventory, the lower of (a) cost computed on a first-in first-out basis in accordance with GAAP (calculated based on standard cost with adjustments for purchase price variances) or (b) market value according to GAAP for inventory purposes (including adjustments for any lower-of-cost-or market charges); provided, that, for purposes of the calculation of the Borrowing Base, the Value of the Inventory shall not include write-ups or write-downs in value with respect to currency exchange rates and (i) notwithstanding anything to the contrary contained herein, the cost of the Inventory shall be computed in the same manner and consistent with the most recent appraisal of the Inventory received and accepted by Agent prior to the date hereof, if any.

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     1.198 “Voting Stock” shall mean, as to any Person, Equity Interests of such Person entitled to vote generally in the election of directors of such Person.

     1.199 “Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such Indebtedness into (b) the total of the product obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

     1.200 “Wells Fargo” shall mean Wells Fargo Foothill, LLC, and its successors and assigns.

SECTION 2. CREDIT FACILITIES

     2.1 Revolving Loans.

          (a) Subject to and upon the terms and conditions contained herein, each Lender severally (and not jointly) agrees to make its Pro Rata Share of Revolving Loans to Borrowers from time to time in amounts requested by any Borrower (or Administrative Borrower on behalf of Borrowers) up to the aggregate amount outstanding equal to the Commitment of such Lender; provided, that, after giving effect to any such Revolving Loan, the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding shall not exceed the least of: (i) the Borrowing Base at such time or (ii) the Maximum Credit as then in effect or (iii) the Revolving Loan Limit. All Loans made by Lenders to Borrowers shall be denominated in US Dollars.

          (b) Except with the consent of Agent and all Lenders, or as otherwise provided herein, (i) the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time shall not exceed the least of: (A) the Borrowing Base or (B) the Maximum Credit or (C) the Revolving Loan Limit and (ii) the outstanding amount of Swing Line Loans shall not exceed the Swing Line Loan Limit. Subject to the terms and conditions hereof, each Borrower (or Administrative Borrower on behalf of such Borrower) may from time to time borrow, prepay and reborrow Revolving Loans. No Lender shall be required to make any Revolving Loan, if, after giving effect thereto the aggregate outstanding principal amount of all Revolving Loans of such Lender, together with such Lender’s Pro Rata Share of the aggregate amount of all Swing Line Loans and Letter of Credit Obligations, would exceed such Lender’s Commitment.

     2.2 Swing Line Loans

          (a) Subject to the terms and conditions contained herein, the Swing Line Lender agrees that it will make Swing Line Loans to each Borrower from time to time in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower) up to the aggregate amount outstanding equal to the Swing Line Loan Limit; provided, that, after giving effect to any such Swing Line Loan, the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding shall not exceed the least of (i) the Borrowing Base, (ii) the Revolving Loan Limit, or (iii) the Maximum Credit, in each case at such time. Subject to the terms and conditions hereof, each Borrower (or Administrative Borrower on behalf of Borrowers) may from time to time borrow, prepay and reborrow Swing Line Loans. Swing Line Lender shall not be required to make Swing Line Loans, if, after giving effect thereto, the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Limit. Each Swing Line Loan shall be subject to all of the terms and conditions applicable to other Base Rate Loans funded by the Lenders constituting Revolving Loans, except that all payments thereon shall be payable to the Swing Line Lender solely for

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its own account. All Revolving Loans and Swing Line Loans shall be subject to the settlement among Lenders provided for in Section 6.13 hereof.

          (b) Upon the making of a Swing Line Loan, without further action by any party hereto, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Swing Line Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Swing Line Loan. To the extent that there is no settlement in accordance with Section 6.13 below, the Swing Line Lender may at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender has funded its participation in any Swing Line Loan, Agent shall promptly distribute to such Lender, not less than weekly, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Swing Line Loan.

     2.3 Letters of Credit.

          (a) General. Subject to and upon the terms and conditions contained herein and in the Letter of Credit Documents, at the request of a Borrower (or Administrative Borrower on behalf of such Borrower), Agent agrees to cause Issuing Bank to issue, and Issuing Bank agrees to issue, for the account of such Borrower one or more Letters of Credit, for the ratable risk of each Lender according to its Pro Rata Share, in such form as may be reasonably approved from time to time by Issuing Bank.

          (b) Notice of Issuance, Amendment, Renewal, Extension. The Borrower requesting such Letter of Credit (or Administrative Borrower on behalf of such Borrower) shall give Agent and the Issuing Bank with respect thereto three (3) Business Days’ prior written notice of such Borrower’s request for the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit). Such notice shall (i) specify the original face amount of the Letter of Credit requested (or identify the Letter of Credit to be amended, renewed or extended), (ii) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the end of the term of this Agreement) of issuance of such requested Letter of Credit (or such amendment, renewal or extension), (iii) whether such Letter of Credit may be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire, (v) the purpose for which such Letter of Credit is to be issued, (vi) the name and address of the beneficiary of the requested Letter of Credit, (vii) such other information as shall be reasonably necessary to enable the Issuing Bank to prepare, amend, renew or extend such Letter of Credit and (viii) if requested by Issuing Bank or Agent, the Borrower requesting such Letter of Credit (or Administrative Borrower on behalf of such Borrower) shall have delivered to Issuing Bank with respect thereto at such times and in such manner as such Issuing Bank may reasonably require, an application, in form and substance consistent with this Agreement and otherwise reasonably satisfactory to such Issuing Bank and Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be required pursuant to the terms thereof. If requested by the Issuing Bank, the Borrower requesting the Letter of Credit (or Administrative Borrower on behalf of such Borrower) shall attach to the request the proposed terms of the Letter of Credit. The renewal or extension of, or increase in the amount of, any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

          (c) Certain Conditions to Letters of Credit. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 4 hereof and the other terms and conditions contained herein, no Letter of Credit shall be available to Borrowers unless each of the following conditions precedent have been satisfied in a manner satisfactory to Agent: (i) the Borrower requesting such Letter of Credit (or Administrative Borrower on behalf of such Borrower) shall have delivered to the Issuing Bank at such times and in such manner as Issuing Bank may reasonably require and to Agent, an application, in form and substance consistent with this Agreement and otherwise reasonably satisfactory

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to Issuing Bank and Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be reasonably required pursuant to the terms thereof, and the form and terms of the proposed Letter of Credit shall be satisfactory to Agent and Issuing Bank, (ii) as of the date of issuance, no order of any court or other Governmental Authority shall by its terms enjoin or restrain Issuing Bank from issuing the proposed Letter of Credit, and no law, rule or regulation applicable to Issuing Bank and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Bank shall prohibit, or require that Issuing Bank refrain from, the issuance of such Letter of Credit and (iii) after giving effect to the issuance of such Letter of Credit, (A) the Letter of Credit Obligations shall not exceed the Letter of Credit Limit and (B) the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding shall not exceed the least of (x) the Borrowing Base, (y) the Revolving Loan Limit, or (z) the Maximum Credit, in each case at such time. Notwithstanding anything to the contrary contained herein, Issuing Bank shall not be obligated to issue a Letter of Credit in respect of the obligation of a Borrower or Guarantor arising in connection with a lease of Real Property or an employment contract, (1) in the case of a Letter of Credit in connection with such a lease, with a face amount in excess of the amount equal to (x) the amount of rent under such lease, without acceleration, for the greater of one year or fifteen (15%) percent, not to exceed three (3) years, of the remaining term of such lease minus (y) the amount of any cash or other collateral to secure the obligations of a Borrower or Guarantor in respect of such lease and (2) in the case of a Letter of Credit in connection with an employment contract, with a face amount in excess of the compensation provided by such contract, without acceleration, for a one year period .

          (d) Letter of Credit Sublimit. Except in Agent’s discretion and with the consent of all Lenders, the amount of all outstanding Letter of Credit Obligations shall not at any time exceed the Letter of Credit Limit.

          (e) Expiration. Each standby Letter of Credit shall expire at or prior to the earlier of (i) twelve (12) months after the date of the issuance of such standby Letter of Credit (or in the case of any renewal or extension thereof, twelve (12) months after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date; provided, that, (A) any standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which in no event shall extend beyond the date referred to in clause (ii) above) and (B) if the Issuing Bank and Agent each consent, the expiration date on any standby Letter of Credit may extend beyond the date referred to in clause (ii) above to the extent such Letter of Credit is fully cash-collateralized to reasonable satisfaction of Agent. Each other Letter of Credit shall expire on the earlier of one hundred eighty (180) days after such Letter of Credit’s date of issuance, renewal or extension (as applicable) or the date five (5) Business Days prior to the Maturity Date.

          (f) Letter of Credit Participations. Immediately upon the issuance or amendment of any Letter of Credit issued for the account of a Borrower, each Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share of the liability with respect to such Letter of Credit and the obligations of Borrowers with respect thereto (including all Letter of Credit Obligations with respect thereto). Each Lender shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to Issuing Bank therefor and discharge when due, its Pro Rata Share of all of such obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender’s participation in any such Letter of Credit, to the extent that Issuing Bank has not been reimbursed or otherwise paid as reasonably required hereunder with respect to any such Letter of Credit or under any such Letter of Credit, each such Lender shall pay to Issuing Bank its Pro Rata Share of such unreimbursed drawing or other amounts then due to Issuing Bank in connection therewith.

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     (g) Letter of Credit Reimbursement. If Issuing Bank shall make any payment in respect of a Letter of Credit, Borrowers shall reimburse Issuing Bank by paying to Agent an amount equal to such payment by Issuing Bank not later than 2:00 p.m. on the date that such payment by Issuing Bank is made, if the applicable Borrower (or Administrative Borrower on behalf of such Borrower) shall have received notice of such payment by the Issuing Bank prior to 10:00 a.m. on such date, or, if such notice shall not have been received by such Borrower (or Administrative Borrower) prior to such time on such date, then not later than 2:00 p.m. on the next Business Day; provided, that, unless such Borrower (or Administrative Borrower on behalf of such Borrower) requests otherwise, and, subject to the conditions to borrowing set forth herein, each drawing under any Letter of Credit or other amount payable in connection therewith when due shall constitute a request by the Borrower for whose account such Letter of Credit was issued to Agent for a Base Rate Loan in the amount of such drawing or other amount then due, and shall be made by Agent on behalf of Lenders as a Revolving Loan or Swing Line Loan as Administrative Borrower requests, or if such request is not received in a timely manner, as Agent determines (or, if determined by Agent as a Special Agent Advance, as the case may be) in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan, Swing Line Loan (or Special Agent Advance, as the case may be). If the applicable Borrower (or Administrative Borrower on behalf of such Borrower) fails to make such payment when due, subject to the rights of Agent under Section 6.13 hereof, Agent may notify each Lender of the applicable payment made by the Issuing Bank in respect of such Letter of Credit, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to Agent its Pro Rata Share of the payment then due and Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from Lenders. Promptly following receipt by Agent of any payment from a Borrower pursuant to this paragraph, Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any payment made by such Issuing Bank (other than the funding of a Revolving Loan, Swing Line Loan or Special Agent Advance as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such Issuing Bank for such payment.

     (h) Obligations Absolute. The obligations of Borrowers to pay each Letter of Credit Obligation, and the obligations of Lenders to make payments to Agent for the account of Issuing Bank with respect to Letters of Credit shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances, whatsoever, notwithstanding the occurrence or continuance of any Default, Event of Default, the failure to satisfy any other condition set forth in Section 4 hereof or any other event or circumstance, and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, a Borrower’s obligations hereunder; provided, that, this clause (iv) shall not be construed to relieve Issuing Bank of any liability resulting from its gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. None of Agent, Lenders or the Issuing Bank, or any of their Affiliates, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to

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any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of an Issuing Bank; provided, that, the foregoing shall not be construed to excuse Issuing Bank from liability to the applicable Borrower resulting from the gross negligence or willful misconduct of Issuing Bank (as determined pursuant to a final, non-appealable order of a court of competent jurisdiction) or otherwise affect any defense or other right that such Borrower may have as a result of any such gross negligence or willful misconduct. In furtherance of the foregoing and without limiting the generality thereof, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit; provided, that, the foregoing shall not be construed to excuse an Issuing Bank from liability to the applicable Borrower resulting from the gross negligence or willful misconduct of such Issuing Bank or otherwise affect any defense or other right that such Borrower may have as a result of any such gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

     (i) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify Agent and the applicable Borrower (or Administrative Borrower on behalf of such Borrower) by telephone (confirmed by facsimile or otherwise as Administrative Borrower and Issuing Bank may agree) of such demand for payment and whether such Issuing Bank has made or will make any payment in respect thereof; provided, that, any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse such Issuing Bank and Lenders with respect to any such payment, as provided in this Section 2.3.

     (j) Interim Interest. If an Issuing Bank shall make any payment in respect of a Letter of Credit, or otherwise be owed any amounts in respect thereof, then, unless the applicable Borrower shall reimburse Issuing Bank for such payment or other amount in full on the date such payment is made or amount due, the unpaid amount thereof shall bear interest, for each day from and including the date such payment is made or amount due but excluding the date that the applicable Borrower reimburses such payment or other amount, at the rate per annum then applicable to Base Rate Loans. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank; except, that, interest accrued on and after the date of payment by Agent or any Lender pursuant to Section 2.3(g) above to reimburse such Issuing Bank shall be for the account of Agent or such Lender to the extent of such payment, and shall be payable on demand or, if no demand has been made, on the date on which the applicable Borrower reimburses the applicable payment in full.

     (k) Account Party. Each Borrower and Guarantor hereby irrevocably authorizes and directs each Issuing Bank to name such Borrower or Guarantor as the account party therein and to the extent that Agent or Wells Fargo is the co-applicant, guarantor or indemnitor in respect of any Letter of Credit to deliver to Agent all instruments, documents and other writings received by such Issuing Bank pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the Letter of Credit Documents with respect thereto. Without limitation upon the rights of any Borrower to request and obtain Loans and Letters of Credit for its benefit, subject to and in accordance with the terms and conditions set forth herein, nothing contained herein shall be deemed or construed to grant any Borrower or Guarantor any right or authority to pledge the credit of Agent or any Lender in any manner. Agent and Lenders shall have no liability of any kind with respect to any Letter of Credit provided by Issuing Bank unless Agent has duly executed and delivered to Issuing Bank the application or a guarantee or indemnification in writing with respect to such Letter of Credit. Borrowers and Guarantors shall be bound by any reasonable interpretation made in

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good faith by Agent, or an Issuing Bank under or in connection with any Letter of Credit or any documents, drafts or acceptances thereunder, notwithstanding that such interpretation may be inconsistent with any instructions of any Borrower or Guarantor. Except as Agent may otherwise specify, Borrowers and Guarantors shall designate Agent or the Issuing Bank with respect to a Letter of Credit as the consignee on all bills of lading and other negotiable and non-negotiable documents under such Letter of Credit.

          (l) Rights of Lenders and Issuing Bank. Any rights, remedies, duties or obligations granted or undertaken by any Borrower to Issuing Bank in any application for any Letter of Credit, or any other agreement in favor of Issuing Bank relating to any Letter of Credit, shall be deemed to have been granted or undertaken by such Borrower to Agent. Any duties or obligations undertaken by Agent to Issuing Bank in any application for any Letter of Credit, or any other agreement by Agent in favor of Issuing Bank relating to any Letter of Credit, to the extent set forth in any corresponding application for such Letter of Credit or any other agreement in favor of Issuing Bank relating to such Letter of Credit executed by any Borrower shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers.

     2.4 Requests for Borrowings.

          (a) To request a Revolving Loan or Swing Line Loan, the applicable Borrower (or Administrative Borrower on behalf of such Borrower) shall notify Agent of such request by telephone (i) in the case of a Eurodollar Rate Loan, not later than 11:00 a.m., three (3) Business Days before the date of the proposed Eurodollar Rate Loan or (ii) in the case of a Base Rate Loan (including a Swing Line Loan), not later than 1:00 p.m. on the same Business Day as the date of the proposed Base Rate Loan. Each such telephonic request shall be irrevocable and, to the extent required by Agent, shall be confirmed promptly by hand delivery or facsimile (including by email or other electronic communication) to Agent of a written request in a form reasonably satisfactory to Agent and signed by or on behalf of the applicable Borrower or Administrative Borrower on behalf of such Borrower.

          (b) Each such telephonic and written request shall be in a form previously approved by Agent and shall specify the following information:

               (i) the Borrower requesting such Revolving Loan or Swing Line Loan;

               (ii) whether such Loan is a Revolving Loan or Swing Line Loan;

               (iii) the aggregate amount of such Revolving Loan or Swing Line Loan;

               (iv) the date of such Revolving Loan or Swing Line Loan, which shall be a Business Day;

               (v) if such Loan is to be a Revolving Loan, whether such Revolving Loan is to be a Base Rate Loan or a Eurodollar Rate Loan or a combination thereof; and

               (vi) the deposit account of the applicable Borrower specified on Schedule 8.21 or any other account with Agent (or one of its Affiliates) that shall be specified in a written notice signed by an officer of such Borrower and delivered to Agent, to which the proceeds of such Loan are to be remitted.

          (c) If no election as to whether a Revolving Loan is to be a Base Rate Loan or Eurodollar Rate Loan is specified in the applicable request, then the requested Revolving Loan shall be a Base Rate Loan. Promptly following receipt of a request for a Revolving Loan in accordance with this Section,

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Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Revolving Loan to be made as part of the request.

          (d) All Loans and Letters of Credit under this Agreement shall be conclusively presumed to have been made to, and at the request of and for the benefit of, any Borrower or Guarantor when deposited to the credit of any Borrower or Guarantor or otherwise disbursed or established in accordance with the instructions of any Borrower or Guarantor or in accordance with the terms and conditions of this Agreement.

     2.5 Mandatory Prepayments.

          (a) In the event that (i) the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time exceeds the least of: (A) the Borrowing Base, (B) the Revolving Loan Limit, or (C) the Maximum Credit, or (ii) the outstanding amount of the Swing Line Loans exceeds the Swing Line Loan Limit, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent at the direction of Co-Collateral Agents, which demand may be made at any time or from time to time, immediately repay to Agent the entire amount of any such excess(es) for which payment is demanded.

          (b) At any time that a Dominion Event has occurred and is continuing, promptly (and in any case no later than the fifth (5th) day) following any Permitted Disposition (other than a Permitted Disposition referred to in clause (a), (b)(ii), (d), (f), (g), (i), (j), (l) or (n) of the definition of such term) not consisting of the issuance of an Equity Interest, Borrowers shall, absolutely and unconditionally without notice or demand, if and to the extent that the Net Cash Proceeds from such Permitted Disposition are not required to be applied to the payment of the obligations under the Term Loan Documents as provided in the Intercreditor Agreement, repay the outstanding Obligations in an amount equal to one hundred (100%) percent of the Net Cash Proceeds payable to or for the benefit of such Person in connection with such Permitted Disposition.

          (c) At any time that a Dominion Event has occurred and is continuing, promptly (and in any case no later than the fifth (5th) day) following the incurrence of any Indebtedness permitted under Section 10.3(j) hereof, Borrowers shall, absolutely and unconditionally without notice or demand, repay the outstanding Obligations (i) other than in the case of Subordinated Debt, in an amount equal to one hundred (100%) percent of the Net Cash Proceeds payable to or for the benefit of Borrowers and Guarantors in connection with the incurrence of such Indebtedness and (ii) in the case of Subordinated Debt, in an amount equal to fifty (50%) percent of the Net Cash Proceeds payable to or for the benefit of Borrowers and Guarantors in connection with the incurrence of such Indebtedness, in each case, under clause (i) or (ii), if and to the extent that the Net Cash Proceeds from such incurrence of Indebtedness are not required to be applied to the payment of the obligations under the Term Loan Documents as provided in the Intercreditor Agreement.

          (d) At any time that a Dominion Event has occurred and is continuing, promptly (and in any case no later than the fifth (5th) day) following the receipt of any amounts as loss payee under any property insurance maintained by Parent and its Subsidiaries, Borrowers shall, absolutely and unconditionally without notice or demand, if and to the extent that the Net Cash Proceeds from such receipt are not required to be applied to the payment of the obligations under the Term Loan Documents as provided in the Intercreditor Agreement, repay the outstanding Obligations in an amount equal to one hundred (100%) percent of the Net Cash Proceeds payable to or for the benefit of such Person in connection therewith.

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          (e) All payments required to be made pursuant to any subsection of this Section 2.5 shall be in addition to any other payments required to be made pursuant to any other subsection of this Section 2.5.

          (f) All amounts received by Agent pursuant to this Section 2.5 shall be applied by Agent to the Obligations, whether or not then due, in accordance with Section 6.4 hereof. There shall be no permanent reduction in the Commitments as a result of any prepayments of the Loans pursuant to this Section 2.5.

     Optional Prepayments. Borrowers may prepay without penalty or premium the principal of any Revolving Loan or Swing Line Loan, in whole or in part, subject to Section 3.10 hereof; provided, that, any notice of such prepayment shall be revocable at any time prior to such prepayment All amounts received by Agent pursuant to this Section 2.6 shall be applied by Agent to the Obligations, whether or not then due, in accordance with Section 6.7 hereof; but, for the avoidance of doubt, the Commitments shall not be reduced by any amount of any prepayment of the Loans pursuant to this Section 2.6.

     2.7 Increase in Maximum Credit.

          (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the increase in the Maximum Credit that Borrowers are requesting; provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $175,000,000, (ii) such request shall be for an increase of not less than $10,000,000, and (iii) in no event shall the Maximum Credit be increased more than four (4) times during the term hereof.

          (b) Upon the receipt by Agent of any such written request, Agent shall notify each Lender of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty (30) days after the receipt of such notice from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $2,000,000, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may, in consultation with Administrative Borrower, seek additional increases from Lenders, or Commitments from such Eligible Transferees or other Persons as are approved by Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees or other Persons, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees or such other Persons, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.

          (c) The Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees or other Persons, in each case selected in accordance with Section 2.7(b) above, for which Agent has received Assignment and Acceptances sixty (60) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as

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the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:

               (i) Agent shall have received from each Lender or Eligible Transferee or other Person that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance or one or more amendments to this Agreement and as appropriate, the other Financing Agreements and any such amendment may, without the consent of any other Lenders, effect such amendments to any Loan Document as may be necessary or appropriate in the opinion of the Administrative Agent, to effect the provisions of this Section 2.7, duly executed by such Lender or Eligible Transferee or other Person and each Borrower;

               (ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;

               (iii) to the extent requested by Agent, Agent shall have received an opinion of counsel to Borrowers in form and substance and from counsel reasonably satisfactory to Agent and Lenders addressing such matters as Agent may reasonably request (including an opinion as to no conflicts with other Indebtedness);

               (iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;

               (v) there shall have been paid to each Lender and third-party bank or other Person providing an additional Commitment in connection with such increase in the Maximum Credit all fees and expenses due and payable to such Person on or before the effectiveness of such increase; and

               (vi) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all fees and expenses (including reasonable fees and expenses of counsel) due and payable pursuant to any of the Financing Agreements on or before the effectiveness of such increase.

          (d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Maximum Credit herein, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit as increased as specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit.

     2.8 Decrease in Maximum Credit.

          (a) Administrative Borrower (on behalf of itself and each other Borrower) may, at any time, deliver a written request to Agent to decrease the Maximum Credit. Any such written request shall specify the amount of the decrease in the Maximum Credit that Administrative Borrower is requesting and the effective date of such decrease (which date shall not be less than five (5) nor more than ten (10) Business Days after the date of such request); provided, that, (i) in no event shall the aggregate amount of any such decrease cause the Maximum Credit to be less than $75,000,000, (ii) any such request for a decrease shall be for an amount of not less than $10,000,000, and (iii) in no event shall more than one such written request for a decrease be delivered to Agent in any calendar quarter.

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          (b) Upon the receipt by Agent of a written request to decrease the Maximum Credit, Agent shall notify each of the Lenders of such request and, subject to the terms of Section 2.8(c) hereof, the Commitment of each Lender shall be decreased on the date requested by Administrative Borrower by an amount equal to such Lender’s Pro Rata Share of the amount of the decrease in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender.

          (c) In the event of a request to decrease the Maximum Credit, the Maximum Credit shall be decreased by the amount requested by Administrative Borrower in accordance with the terms hereof; provided, that, after giving effect to such decrease, the Maximum Credit shall not be less than the aggregate principal amount of the Loans, Special Agent Advances and Letter of Credit Obligations outstanding at such time.

          (d) As of the effective date of any such decrease in the Maximum Credit, each reference to the term Maximum Credit and Commitments herein, as applicable, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Borrower Agent of the decrease in the Maximum Credit and Commitments, as applicable.

     2.9 Joint and Several Liability of Borrowers.

          (a) Notwithstanding anything in this Agreement or any other Financing Agreements to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by Agent and Lenders under this Agreement and the other Financing Agreements, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be liable for all amounts due to Agent and Lenders under this Agreement, regardless of which Borrower actually receives the Loans or Letter of Credit Obligations hereunder or the amount of such Revolving Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Obligations or other extensions of credit on its books and records. The Obligations of Borrowers with respect to Revolving Loans made to one of them, and the Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder with respect to Revolving Loans made to the other of the Borrowers hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers.

          (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation.

          (c) The obligations of each Borrower under this Section 2.9 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any of the Lenders.

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          (d) The provisions of this Section 2.9 hereof are made for the benefit of the Lenders and their successors and assigns, and subject to Section 14.4 hereof, may be enforced by them from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of Agent or any Lender first to marshal any of its claims or to exercise any of its rights against the other Borrowers or to exhaust any remedies available to it against the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.9 shall remain in effect until the Payment in Full of all Obligations. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.9 hereof will forthwith be reinstated and in effect as though such payment had not been made.

          (e) Notwithstanding any provision to the contrary contained herein or in any of the other Financing Agreements, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code of the United States).

          (f) With respect to the Obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to Loans, Letter of Credit Obligations or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until the Payment in Full of all Obligations, any right to enforce any right of subrogation or any remedy which Agent or any Lender now has or may hereafter have against any Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. Any claim which any Borrower may have against any other Borrower with respect to any payments to Agent or Lenders hereunder or under any of the other Financing Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior Payment in Full of all Obligations. Upon the occurrence of any Event of Default and for so long as the same is continuing, to the maximum extent permitted under applicable law, Agent and Lenders may proceed directly and at once, without notice (to the extent notice is waivable under applicable law), against (i) with respect to Obligations of Borrowers, either or all of them or (ii) with respect to Obligations of any Borrower, to collect and recover the full amount, or any portion of the applicable Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or against or in payment of any or all of the Obligations. Subject to the foregoing, in the event that a Loan, Letter of Credit Obligation or other extension of credit is made to, or with respect to business of, one Borrower and any other Borrower makes any payments with respect to such Loan, Letter of Credit Obligation or extension of credit, the first Borrower shall promptly reimburse such other Borrower for all payments so made by such other Borrower.

     2.10 Commitments. The aggregate amount of each Lender’s Pro Rata Share of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations shall not exceed the amount of such Lender’s Commitment, as the same may from time to time be amended in accordance with the provisions hereof.

SECTION 3. INTEREST AND FEES

     3.1 Interest.

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          (a) Borrowers shall pay to Agent interest on the outstanding principal amount of the Loans at the Interest Rate. Interest shall be payable by Borrowers to Agent in arrears on each Interest Payment Date and shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed, other than for Base Rate Loans which shall be calculated on the basis of three hundred sixty-five (365) or three hundred sixty-six (366) day year, as applicable, and actual days elapsed. The interest rate on non-contingent Obligations (other than Eurodollar Rate Loans) shall increase or decrease by an amount equal to each increase or decrease in the Base Rate effective on the date any change in such Base Rate is effective. All interest accruing hereunder on and after the date of any termination hereof shall be payable on demand.

          (b) Each Borrower (or Administrative Borrower on behalf of such Borrower) may from time to time request that Base Rate Loans be converted to Eurodollar Rate Loans or that any existing Eurodollar Rate Loans continue for an additional Interest Period. Such request from a Borrower (or Administrative Borrower on behalf of such Borrower) shall specify the amount of the Eurodollar Rate Loans or the amount of the Base Rate Loans to be converted to Eurodollar Rate Loans or the amount of the Eurodollar Rate Loans to be continued (subject to the limits set forth below) and the Interest Period to be applicable to such Eurodollar Rate Loans (and if it does not specify an Interest Period, the Interest Period shall be deemed to be a one (1) month period). Subject to the terms and conditions contained herein, three (3) Business Days after receipt by Agent of such a request from a Borrower (or Administrative Borrower on behalf of such Borrower) which may be telephonic and followed by a confirmation in writing in the form provided by Agent to Administrative Borrower (and followed by a confirmation in writing if requested by Agent), Base Rate Loans shall be converted to Eurodollar Rate Loans or such Eurodollar Rate Loans shall continue, as the case may be; provided, that, (i) no Default or Event of Default shall exist or have occurred and be continuing, (ii) the Maturity Date is more than one (1) month after the date of the conversions, (iii) no more than seven (7) Interest Periods may be in effect at any one time, and (iv) the aggregate amount of the Eurodollar Rate Loans must be in an amount not less than $1,000,000 or an integral multiple of $500,000 in excess thereof. Any request by or on behalf of a Borrower for Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans or to continue any existing Eurodollar Rate Loans shall be irrevocable.

          (c) Any Eurodollar Rate Loans shall automatically convert to Base Rate Loans upon the last day of the applicable Interest Period, unless Agent has received and approved a request to continue such Eurodollar Rate Loan at least three (3) Business Days prior to such last day in accordance with the terms hereof and Borrowers are entitled to such Eurodollar Rate Loan under the terms hereof. Any Eurodollar Rate Loans shall, at Agent’s option, upon notice by Agent to Borrower (or Administrative Borrower on behalf of such Borrower), be subsequently converted to Base Rate Loans in the event that this Agreement shall terminate. Borrowers shall pay to Agent, upon demand by Agent (or Agent may, at its option, charge any loan account of any Borrower) any amounts required to compensate Agent or Participant for any reasonable loss (excluding loss of anticipated profits), cost or expense incurred by such person, as a result of the conversion of Eurodollar Rate Loans to Base Rate Loans other than the conversion on the last day of any Interest Period with respect thereto.

     3.2 Fees.

          (a) Borrowers shall pay to Agent, for the account of Lenders, monthly an unused line fee at a rate equal to: (i) until six (6) full calendar months after the date hereof shall have elapsed, one (1.00%) percent (on a per annum basis) calculated upon the amount by which the Maximum Credit exceeds the average daily principal balance of the outstanding Revolving Loans and Letter of Credit Obligations during the immediately preceding month (or part thereof) so long as any Obligations are outstanding and (ii) from and after the date on which six (6) full calendar months after the date hereof shall have elapsed (A) one (1.00%) percent (on a per annum basis) calculated upon the amount by which the Maximum

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Credit exceeds the average daily principal balance of the outstanding Loans and Letter of Credit Obligations during the immediately preceding month (or part thereof) so long as any Obligations are outstanding and the Commitments hereunder have not been terminated, with respect to each such month as to which the average daily outstanding balance of Loans and Letter of Credit Obligations was less than fifty (50%) percent of the Maximum Credit and (B) three-quarters of one (0.75%) percent (on a per annum basis) calculated upon the amount by which the Maximum Credit exceeds the average daily principal balance of the outstanding Loans and Letter of Credit Obligations during the immediately preceding month (or part thereof) so long as any Commitments are outstanding, with respect to each such month as to which the average daily outstanding balance of Loans and Letter of Credit Obligations was equal to or greater than fifty (50%) percent of the Maximum Credit. If the Maximum Credit shall change during the immediately preceding month (or part thereof), an average daily Maximum Credit shall be used for the purposes of calculating such fees for such period. Such fees shall be payable on the first Business Day of each month in arrears, beginning with the first full calendar month that commences following the date hereof (and prorated, if the Closing Date is not the end of a calendar month, for the portion of the immediately preceding month from the Closing Date to the end thereof), and calculated based on a three hundred sixty (360) day year and actual days elapsed.

          (b) Borrowers shall pay to Agent, for the benefit of Lenders, quarterly a fee calculated at a rate per annum equal to the Applicable Margin as to Revolving Loans bearing interest using the Eurodollar Rate on the average daily outstanding balance of Letter of Credit Obligations for the immediately preceding calendar quarter (or part thereof), payable in arrears as of the first day of each calendar quarter; provided, that, Borrowers shall, at Agent’s option or at the written direction of the Required Lenders, (i) pay such fees at a rate two (2%) percent greater than such rate on such average daily maximum amount for the period from and after the date of termination hereof until Lenders have received Payment in Full of all Obligations (notwithstanding entry of a judgment against any Borrower or Guarantor) and (ii) upon written notice to Administrative Borrower at any time that an Event of Default shall have occurred and be continuing, pay such fees at a rate two (2%) percent greater than such rate on such average daily maximum amount for the period from and after the date of such notice but only for so long as such Event of Default is continuing. Such letter of credit fees shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed and the obligation of Borrowers to pay such fee shall survive the termination or non-renewal of this Agreement. In addition to the letter of credit fees provided above, Borrowers shall pay to Issuing Bank for its own account (without sharing with Lenders) the letter of credit fronting fee of one hundred twenty-five thousandths of one (0.125%) percent per annum payable quarterly in arrears and the other reasonable customary charges from time to time of Issuing Bank with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

          (c) Borrowers shall pay to Agent and Wells Fargo the other reasonable fees and amounts set forth in the Fee Letter in the amounts and at the times specified therein or as has otherwise been agreed by or on behalf of Borrowers. To the extent payment in full of the applicable fee is received by Agent from Borrowers on or about the date hereof, Agent shall pay to each Lender its share of such fees in accordance with the terms of the arrangements of Agent with such Lender.

     3.3 Inability to Determine Applicable Interest Rate. If Agent shall determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) that on any date by reason of circumstances affecting the London interbank market adequate and reasonable means do not exist for ascertaining the interest rate applicable to Eurodollar Rate Loans, Agent shall on such date give notice to Administrative Borrower and each Lender of such determination. Upon such date no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Agent notifies Administrative Borrower and Lenders that the circumstances giving rise to such notice no longer

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exist and any request for Eurodollar Rate Loans received by Agent shall be deemed to be a request, or a continuation or conversion, for or into Base Rate Loans.

     3.4 Illegality. Notwithstanding anything to the contrary contained herein, if (a) any change in any law or interpretation thereof by any Governmental Authority after the Closing Date makes it unlawful or impractical for a Lender to make or maintain a Eurodollar Rate Loan, then such Lender shall give notice thereof to Agent and Administrative Borrower and may (i) declare that Eurodollar Rate Loans will not thereafter be made by such Lender, such that any request for a Eurodollar Rate Loans from such Lender shall be deemed to be a request for a Base Rate Loan unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described above) and (ii) require that all outstanding Eurodollar Rate Loans made by such Lender be converted to Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans of such Lender shall be so converted. This covenant shall survive the termination or non-renewal of this Agreement and the payment of the Obligations.

     3.5 Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Issuing Bank; (ii) subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Non-Excluded Taxes and taxes measured by or imposed upon net income, or franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch taxes (in the case of such capital, net worth or branch taxes, imposed in lieu of such net income taxes); or (iii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (in each case, excluding any taxes of any kind whatsoever) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender by an amount such Lender deems to be material of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank in respect thereof (whether of principal, interest or any other amount) then, upon request of such Lender or the Issuing Bank, Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

          (b) In any such case described in Section 3.5(a), such Borrower may elect to convert the Eurodollar Rate Loans made by such Lender hereunder to Base Rate Loans by giving Agent at least one (1) Business Day’s notice of such election, in which case such Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Section 3.5 and such amounts, if any, as may be required pursuant to Section 3.10. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to Administrative Borrower, through Agent, certifying (i) that one of the events described in this Section 3.5 has occurred and describing in reasonable detail the nature of such event, (ii)as to the increased cost or reduced amount resulting from such event and (iii) as to the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender, through Agent, to Administrative Borrower shall be conclusive in the absence of manifest error. Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days

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after receipt thereof in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

     3.6 Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law by an amount such Lender deems to be material (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time within ten (10) Business Days after submission by such Lender to the Borrowers (with a copy to Agent) of a written request therefor certifying (a) that one of the events described in this Section 3.6 has occurred and describing in reasonable detail the nature of such event, (b) as to the reduction of the rate of return on capital resulting from such event and (c) as to the additional amount or amounts demanded by such Lender or corporation and a reasonably detailed explanation of the calculation thereof, the applicable Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. Such a certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender or Issuing Bank, through the Administrative Agent, to the Borrowers shall be conclusive in the absence of manifest error.

     3.7 Delay in Requests. Borrowers and Guarantors shall not be required to compensate Agent, a Lender or the Issuing Bank pursuant to Sections 3.5, 3.6 or 6.8 for any increased costs or other payments incurred or reductions occurring more than one hundred eighty (180) days prior to the date that Agent, such Lender or the Issuing Bank, as the case may be, becomes aware of the event giving rise to Agent’s, such Lender’s or Issuing Bank’s claim for compensation therefor (except that, if the Change in Law giving rise to such claim is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).

     3.8 Mitigation; Replacement of Lenders.

          (a) If any Lender requests compensation under Sections 3.4, 3.5 or 3.6, or Borrowers are required to make any payment to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 6.8, then such Lender shall, if requested by Administrative Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Loans hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliates or to take such other actions as such Lender or Agent determines, if, in the judgment of such Lender, such designation, assignment or other action (i) would eliminate or reduce amounts payable pursuant to such Sections in the future and (ii) would not subject Agent or such Lender to any unreimbursed cost or expense and Agent or such Lender would not suffer any economic, legal or regulatory disadvantage. Nothing in this Section 3.8 shall affect or postpone any of the obligations of Borrowers or the rights of Agent or such Lender pursuant to this Section 3.8. Borrowers hereby agree to pay on demand all reasonable costs and expenses incurred by Agent or any Lender in connection with any such designation or assignment.

          (b) If any Lender requests compensation under Sections 3.4, 3.5 or Section 3.6 hereof, or Borrowers are required to make any payment to any Lender or Governmental Authority for the account of

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any Lender pursuant to Section 6.8, then within sixty (60) days thereafter, Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and Agent, replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 15.7), all of its interests, rights and obligations under this Agreement to an Eligible Transferee that shall assume such obligations; provided, that, (i) Administrative Borrower has received the prior written consent of Agent and Issuing Bank to the extent required under Section 15.7 hereof, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans and participations in Letter of Credit Obligations and Swing Line Loans that it has funded, if any, accrued interest thereon, accrued fees and other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal) and Administrative Borrower (in the case of accrued interest, fees and other amounts, including amounts under Section 3.9), and (iii) such assignment will result in a reduction in such compensation and payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Administrative Borrower to require such assignment and delegation cease to apply.

     3.9 Funding Losses. Borrowers shall pay to each Lender all losses, expenses and liabilities (including any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or redeployment of such) that it sustains (a) by reason of a default by any Borrower in connection with the making of any Eurodollar Rate Loan that does not occur on a date specified therefor in a request for borrowing, or a conversion to, any Eurodollar Rate Loan that does not occur on a date specified therefor in a request for conversion or continuation, (b) if any prepayment or other principal payment of any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to such Loan, or (c) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by a Borrower. This covenant shall survive the termination or non-renewal of this Agreement and the payment of the Obligations.

     3.10 Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any Interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to Agent or any Lender hereunder or under any of the other Financing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.10 shall

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be deemed to be incorporated into each of the other Financing Agreements (whether or not any provision of this Section is referred to therein).

     3.11 No Requirement of Match Funding. Notwithstanding anything to the contrary contained herein, Agent and Lenders shall not be required to acquire US Dollar deposits in the London interbank market or any other offshore US Dollar market to fund any Eurodollar Rate Loan or to otherwise match fund any Obligations as to which interest accrues based on the Adjusted Eurodollar Rate. All of the provisions of this Section 3 shall be deemed to apply as if Agent, each Lender or any Participant had acquired such deposits to fund any Eurodollar Rate Loan or any other Obligation as to which interest is accruing at the Adjusted Eurodollar Rate by acquiring such US Dollar deposits for each Interest Period in the amount of the Eurodollar Rate Loans or other applicable Obligations.

SECTION 4. CONDITIONS PRECEDENT

     4.1 Conditions Precedent to Initial Loans and Letters of Credit. The obligation of Lenders to make the initial Loans and of Issuing Bank to provide for the initial Letters of Credit hereunder is subject to the satisfaction of, or waiver of, immediately prior to or concurrently with the making of such Loan or the issuance of such Letter of Credit of each of the following conditions precedent:

          (a) Agent shall have received evidence that:

               (i) Borrowers have received not less than $250,000,000 in cash as an equity contribution from the CD&R Investors in exchange for Equity Interests in the form of preferred stock of Parent, on terms and conditions substantially as provided in the Investment Documents or otherwise reasonably acceptable to Agent;

               (ii) a portion of the existing Term Loan Debt shall have been repaid, so that after giving effect to all payments in respect of the Term Loan Documents, the outstanding principal balance of the Term Loan Debt thereunder will not exceed $150,000,000 as of the date hereof;

               (iii) the Administrative Agent shall receive, substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 4.1, evidence reasonably satisfactory to it, that the Parent shall have accepted for redemption the tender of Convertible Notes in an aggregate principal amount not less than $171,000,000 and placed sufficient funds in a segregated account to pay the maximum consideration necessary to redeem all of the Convertible Notes not so redeemed pursuant to the terms of the Indenture;

          (b) Agent shall have received true, complete and correct copies of the Investment Documents and the transactions provided for therein shall have been consummated, or substantially concurrently with the initial Loans hereunder shall be consummated, substantially in accordance with the Investment Documents and all material conditions precedent to the consummation of such transactions set forth in the Investment Documents shall have been satisfied or waived;

          (c) Agent shall have received true, complete and correct copies of the Term Loan Documents (including any amendment or amendment and restatement thereof on or about the date hereof, but excluding any Mortgages executed and delivered after the date hereof), as executed and delivered by the parties thereto, which shall be in form and substance reasonably satisfactory to Agent;

          (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, the Intercreditor Agreement, duly authorized, executed and delivered by the Term Loan Agent for itself and on behalf other Term Loan Lenders and acknowledged by each Borrower and Guarantor;

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          (e) all requisite corporate resolutions or equivalent action by Borrowers and Guarantors in connection with this Agreement and the other Financing Agreements shall be reasonably satisfactory in form and substance to Agent, and Agent shall have received such resolutions or records of equivalent action, certified where requested by Agent or its counsel by appropriate corporate officers of Borrowers and Guarantors and a copy of the certificate of incorporation or formation of each Borrower and Guarantor certified by the applicable Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of such Borrower or Guarantor as is set forth herein;

          (f) Agent shall have received a certificate of each Borrower and Guarantor, dated the Closing Date, as to the incumbency and signature of the officers of such Borrower or Guarantor executing any of the Financing Agreements, reasonably satisfactory in form and substance to Agent executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Borrower or Guarantor;

          (g) No material adverse change shall have occurred in the business, operations or assets of Borrowers or Guarantors since November 2, 2008 and no change or event shall have occurred which would impair in any material respect the ability of any Borrower or Guarantor to perform its payment obligations hereunder or under any of the other Financing Agreements to which it is a party or of Agent to enforce the Obligations or realize upon the Collateral for itself and for the benefit of the Secured Parties;

          (h) Agent shall have completed an updated field review of the Records (including, without limitation, current perpetual inventory records and/or roll-forwards of Accounts and Inventory through the date of closing and test counts of the Inventory), the results of which shall be consistent in all material respects with the information received in the prior field examinations conducted by Agent taken as a whole or to the extent not consistent shall be otherwise reasonably satisfactory to Agent, not more than five (5) Business Days prior to the date hereof or such earlier date as Agent may agree;

          (i) Agent shall have received all consents, waivers, acknowledgments and other agreements (other than Collateral Access Agreements), in form and substance reasonably satisfactory to Agent, from third persons necessary in order to permit, protect and perfect the Liens of Agent upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements;

          (j) Borrowers and Guarantors shall have used commercially reasonable efforts to obtain Collateral Access Agreements (it being understood that Borrowers shall not be required to incur any expense, provide any security or agree to any adverse term or condition exclusively and directly required in order to obtain such Collateral Access Agreement) and to the extent not delivered prior to the date hereof Borrowers shall continue to use such efforts hereafter to obtain such Collateral Access Agreements for a reasonable period thereafter, and in any event not more than thirty (30) days after the date hereof;

          (k) Agent shall have received, in form and substance reasonably satisfactory to Agent, Deposit Account Control Agreements by and among Agent, each Borrower and Guarantor, as the case may be and each bank where such Borrower (or Guarantor) has a deposit account as contemplated by Section 6.6 hereof, in each case, duly authorized, executed and delivered by such bank and Borrower or Guarantor, as the case may be, for each of the deposit accounts of Borrowers and Guarantors, including the Concentration Account and the deposit account(s) used for Qualified Cash, but excluding (i) any deposit accounts where the balance is, and is reasonably anticipated at all times to be, less than $100,000, but only to the extent that the aggregate amount of funds in all such deposit accounts is less than $500,000, (ii) any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s or Guarantor’s employees, (iii) any disbursement account, (iv)any account containing collateral to secure the obligations of Borrowers and Guarantors with respect to the Existing Letters of Credit, and (v) the account at

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Wachovia Securities Special Equities Group in the NCI Building Systems, Inc., account number 8525-6387, to the extent that no new deposits are made in such account after the date hereof.

          (l) Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that as of the date hereof and after giving effect to the application of proceeds of the initial Revolving Loans, the restructuring of the Term Loan Documents, the repayment of a portion of the Convertible Notes and the establishment of the Convertible Note Account for the remaining balance) and the other Transactions and after provision for payment of all fees and expenses of the Transactions (i) the sum of Excess Availability plus unrestricted cash and Cash Equivalents of Borrowers (other than Qualified Cash) shall be not less than $90,000,000 and (ii) the sum of the aggregate amount of Loans and Letters of Credit requested and made or outstanding as of the Closing Date shall not exceed $20,000,000.

          (m) Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that Agent has valid and perfected first priority security interests in all of the Working Capital Priority Collateral (as defined in the Intercreditor Agreement) and valid, perfected second priority security interests in all of the Term Loan Priority Collateral (to the extent provided herein), except, in each case, as to (i) Excluded Property, (ii) priority, subject to Permitted Liens, to the extent (in the case of Working Capital Priority Collateral (as defined in the Intercreditor Agreement)) that such liens have priority over the liens of Agent under applicable law or under the terms of a written agreement to which Agent is a party, (iii) any deposit accounts, to the extent that Agent has not required a Deposit Account Control Agreement pursuant to the terms hereof, (iv) Intellectual Property constituting Collateral, until the filings identified in Section 8.14 are made and accepted, and (v) all Real Property constituting Collateral, if Administrative Borrower has used commercially reasonable efforts to provide the Mortgages but completion thereof may not be accomplished on the Closing Date, then delivery of the Mortgages shall not constitute a condition precedent to the Closing Date if the Administrative Borrower agrees to deliver or cause to be delivered the Mortgages, and takes or causes to be taken such other actions to as may be reasonably necessary to perfect the security interests of such Mortgages;

          (n) Agent shall have received and reviewed UCC, tax and judgment lien search results for the location of each Borrower and Guarantor (determined in accordance with the Uniform Commercial Code of the applicable jurisdiction and any other applicable law) and all counties and provinces in which property or assets of Borrowers and Guarantors are located, which search results shall not disclose any Liens other than the Permitted Liens;

          (o) Agent shall have received, in similar form as and to the extent received as of the Closing Date by the Term Loan Agent, a title insurance policy issued by a title insurance company and to the extent acceptable to Term Loan Agent;

          (p) Agent shall have received a borrowing request, if applicable, and a Borrowing Base Certificate setting forth the Loans and Letters of Credit available to Borrowers as of the last day of the most recent month ended prior to the date hereof as completed in a manner reasonably satisfactory to Agent and duly authorized, executed and delivered on behalf of Borrowers;

          (q) Agent shall have received any updates or modifications to the projected financial statements of Borrowers and Guarantors previously delivered to Agent on October 14, 2009 based on actuals as of August 2, 2009, in each case, containing information that is reasonably satisfactory to Agent and in a form consistent with the information received by Agent and Lenders prior to the date hereof, and otherwise reasonably satisfactory to Agent;

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          (r) Agent shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance reasonably satisfactory to Agent, and certificates of insurance policies and/or endorsements naming Agent as loss payee;

          (s) Agent shall have received, each in form and substance reasonably satisfactory to Agent, the following opinion letters of counsel(s) to Borrowers and Guarantors:

               (i) the executed legal opinion of Debevoise & Plimpton LLP, special New York counsel to CD&R Associates VIII, Ltd., the general partner to Clayton, Dubilier & Rice Fund VIII, L.P.;

               (ii) the executed legal opinion of Richards, Layton & Finger, P.A., special Delaware counsel to NCI Systems, Inc. and Robertson-Ceco II Corporation;

               (iii) the executed legal opinion of Holland & Hart LLP, special Nevada counsel to NCI Group, Inc.; and

               (iv) to the extent received by the Term Loan Agent as of the Closing Date, the executed legal opinion of counsel to the owner of the Real Property subject to a Mortgage;

          (t) Agents and Lenders shall have received all fees and expenses reasonably required to be paid or delivered by Borrowers to them in respect of the Transaction on or prior to the Closing Date, including the fees referred to in Section 3.2; and

          (u) Agent shall have received the other Financing Agreements to be executed and delivered on the Closing Date as duly executed and delivered by the parties thereto to Agent.

Without limiting the generality of the provisions of Section 14.3 for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the date hereof specifying its objection thereto.

The execution and delivery hereof by Lenders hereunder shall conclusively be deemed to constitute an acknowledgment by Agent and each Lender that each of the conditions precedent set forth in this Section 4.1 shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

     4.2 Conditions Precedent to All Loans and Letters of Credit. The obligation of Lenders to make the Loans, including the initial Loans, or of Issuing Bank to issue any Letter of Credit, including the initial Letters of Credit, is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Loan or the issuance of such Letter of Credit of each of the following conditions precedent:

          (a) each of the representations and warranties of Borrowers and Guarantors contained herein and in the other Financing Agreements shall be true and correct in all material respects, in each case with the same effect as though such representations and warranties had been made on and as of the date of the making of each such Loan or providing each such Letter of Credit and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct to the extent required hereunder or under the other Financing Agreements on and as of such earlier date);

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          (b) no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending or to the best of the knowledge of any Responsible Officer of any Borrower or Guarantor, threatened in any court or before any arbitrator or Governmental Authority, which purports to enjoin, prohibit, restrain or otherwise affect the making of the Loans or providing the Letters of Credit;

          (c) no Default or Event of Default shall exist or have occurred and be continuing on and as of the date of the making of such Loan or providing each such Letter of Credit and after giving effect thereto;

          (d) if, after giving effect to such Loan or the issuance of such Letter of Credit, Excess Availability would be less than $15,000,000, then the Consolidated Fixed Charge Coverage Ratio of Parent and its Subsidiaries (on a consolidated basis) determined as of the end of the fiscal month most recently ended for which Agent has received financial statements shall be not less than 1.0 to 1.0 for the period of the immediately preceding twelve (12) consecutive fiscal months prior to such fiscal month end;

          (e) each Borrower is Solvent as of the making of such Loan or issuance of such Letter of Credit and after giving effect thereto; and

          (f) with respect to any Loan, Agent shall have received a request for such Loan as required by Section 2.4 (or such request shall have been deemed given in accordance with Section 2.3) and with respect to the issuance of any Letter of Credit, each of Agent and Issuing Bank shall have received the request and other documents required under Section 2.3.

Each borrowing of Loans by and each Letter of Credit issued on behalf of any Borrower hereunder shall constitute a representation and warranty by Borrowers and Guarantors as of the date of such borrowing or such issuance that the conditions contained in this Section 4.2 have been satisfied (including, to the extent provided herein, with respect to the initial Loans hereunder).

SECTION 5. GRANT AND PERFECTION OF SECURITY INTEREST

     5.1 Grant of Security Interest. To secure payment and performance when due of all of its Obligations and all of its obligations under the Guaranty Agreement, each Borrower and Guarantor hereby grants to Agent, for itself and the benefit of the other Secured Parties, a continuing security interest in and Lien upon, the following items and types of personal property of such Borrower and Guarantor, whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by Agent or any Lender including, but not limited to, the Mortgage Fee Properties, collectively, the “Collateral”), including all of such Borrower’s and Guarantor’s right, title and interest in and to the following:

          (a) all Accounts;

          (b) all general intangibles, including, without limitation, (i) all Intellectual Property and (ii) goodwill associated with the Intellectual Property consisting of trademarks;

          (c) all goods, including, without limitation, Inventory and Equipment;

          (d) all fixtures;

          (e) all chattel paper, including, without limitation, all tangible and electronic chattel paper;

          (f) all instruments, including, without limitation, all promissory notes;

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          (g) all documents;

          (h) all deposit accounts;

          (i) all letters of credit, banker’s acceptances and similar instruments and including all letter-of-credit rights;

          (j) all Receivables and all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of Receivables and other Collateral, including (i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (iv) deposits by and property of account debtors or other persons securing the obligations of account debtors;

          (k) all (i) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (ii) monies, credit balances, deposits and other property of any Borrower or Guarantor now or hereafter held or received by or in transit to Agent, any Lender or its Affiliates or at any other depository or other institution from or for the account of any Borrower or Guarantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise;

          (l) all commercial tort claims existing on the date hereof, including, without limitation, those identified on Schedule 5.1 hereto;

          (m) all Records; and

          (n) all products and proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral.

     5.2 Perfection of Security Interests.

          (a) Each Borrower and Guarantor irrevocably and unconditionally authorizes Agent (or its agent) to file (for itself and the benefit of the Secured Parties) on behalf of such Borrower or Guarantor at any time and from time to time such financing statements with respect to the Collateral of such Borrower or Guarantor naming Agent or its designee as the secured party and such Borrower or Guarantor as debtor, as Agent may reasonably require to evidence the security interest granted to the Agent under the Financing Agreements to the extent provided therein, and including any other information with respect to such Borrower or Guarantor or otherwise required by part 5 of Article 9 of the Uniform Commercial Code of such jurisdiction as Agent may reasonably determine, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. Each Borrower and Guarantor hereby ratifies and approves all financing statements naming Agent or its designee as secured party and such Borrower or Guarantor, as the case may be, as debtor with respect to the Collateral of such Borrower or Guarantor (and any amendments with respect to such financing statements) filed by or on behalf of Agent prior to the date hereof and ratifies and confirms the authorization of Agent to file such financing statements (and amendments, if any). Each Borrower and Guarantor hereby authorizes Agent to adopt on behalf of such Borrower and Guarantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral

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in any financing statement naming Agent or its designee as the secured party and any Borrower or Guarantor as debtor includes assets and properties of such Borrower or Guarantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by such Borrower or Guarantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral. In no event shall any Borrower or Guarantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming Agent or its designee as secured party and such Borrower or Guarantor as debtor, without the prior written consent of Agent, except with respect to any release of any Lien in assets or properties that do not constitute Collateral.

          (b) Each Borrower and Guarantor does not have any chattel paper (whether tangible or electronic) or instruments as of the date hereof, except as set forth in Schedule 5.1 hereto (which schedule may omit any bills of sale or purchase orders entered into by Borrowers in the ordinary course of their business). Each Borrower or Guarantor shall (except as provided in the following sentences) be entitled to retain possession of all Collateral of such Borrower or Guarantor evidenced by any instrument or tangible chattel paper, and shall hold all such Collateral in trust for Agent, for the benefit of the Secured Parties. In the event that any Borrower or Guarantor shall receive any chattel paper (other than bills of sale or purchase orders entered into by the Borrower in the ordinary course of business (without limitation to the obligations of the Borrowers under Section 7.1(a)) or instrument having a face or principal amount in excess of $3,000,000 in any one case or $5,000,000 in the aggregate after the date hereof, Borrowers and Guarantors shall promptly notify Agent thereof in writing. Such Borrower or Guarantor shall deliver, or cause to be delivered, to Agent (or the Term Loan Agent or any Additional Agent or such other agent as may be provided for under the Intercreditor Agreement and subject to the terms thereof), all tangible chattel paper (other than bills of sale or purchase orders entered into by Borrowers in the ordinary course of their business) and instruments that such Borrower or Guarantor has or may at any time acquire (i) having a face or principal amount in excess of $3,000,000 in any one case or $5,000,000 in the aggregate, promptly upon the receipt thereof by or on behalf of any Borrower or Guarantor (including by any agent or representative), except as Agent may otherwise agree and (ii) promptly upon request by Agent, in accordance with the Intercreditor Agreement, if an Event of Default has occurred and is continuing, in each case accompanied by such instruments of transfer or assignment duly executed in blank as Agent may from time to time reasonably specify, subject to the terms of the Intercreditor Agreement. At Agent’s option, and subject to the terms of the Intercreditor Agreement, each Borrower and Guarantor shall, or Agent may at any time on behalf of any Borrower or Guarantor, cause the original of any such instrument or chattel paper (other than bills of sale or purchase orders entered into by Borrowers in the ordinary course of their business) to be conspicuously marked in a form and manner reasonably acceptable to Agent with the following legend referring to chattel paper or instruments as applicable: “This [chattel paper][instrument] is subject to the security interest of Wells Fargo Foothill, LLC as Agent and any sale, transfer, assignment or encumbrance of this [chattel paper][instrument] violates the rights of such secured party.”

          (c) In the event that any Borrower or Guarantor shall at any time hold or acquire an interest in any electronic chattel paper (other than bills of sale or purchase orders entered into by Borrowers in the ordinary course of their business) or any “transferable record” (as such term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) having a face or principal amount in excess of $3,000,000 in any one case or $5,000,000 in the aggregate, such Borrower or Guarantor shall promptly notify Agent thereof in writing. Promptly upon Agent’s request, and subject to the terms of the Intercreditor Agreement, such Borrower or Guarantor shall take, or cause to be taken, such actions as Agent may reasonably request to give Agent control of (i) electronic chattel paper (other than bills of sale

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or purchase orders entered into by Borrowers in the ordinary course of their business) and transferable records in excess of $3,000,000 in any one case or $5,000,000 in the aggregate and (ii) all electronic chattel paper (other than bills of sale or purchase orders entered into by Borrowers in the ordinary course of their business) and transferable records, if an Event of Default shall have occurred and be continuing, in each case under Section 9-105 of the UCC and under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction.

          (d) Borrowers and Guarantors shall not, directly or indirectly, after the date hereof open, establish or maintain any deposit account unless each of the following conditions is satisfied: (i) Agent shall have received notice of the opening or establishment of such deposit account as required pursuant to Section 7.1(a)(ii); provided, that, at any time a Dominion Event exists, Agent shall have received not less than five (5) Business Days prior written notice of the intention of any Borrower or Guarantor to open or establish such account (except that no notice shall be required, regardless of whether any Dominion Event exists, with respect to any deposit account where the daily balance is expected to be at no time greater than $100,000 in such deposit account, but only to the extent that the aggregate daily balance of funds in all such new deposit accounts not previously notified to Agent is not greater than $500,000 or, for a period not to exceed three (3) Business Days, such aggregate daily balance of funds is greater than $500,000 but less than or equal to $2,500,000 as a result of inadvertent deposits made to such accounts in error or in order to facilitate the issuance of payroll checks in exigent circumstances or in order to facilitate the issuance of payroll checks in exigent circumstances), which notice shall specify in reasonable detail the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such bank with whom such Borrower or Guarantor is dealing and the purpose of the account, (ii) the bank where such account is opened or maintained shall be reasonably acceptable to Agent, and (iii) on or before the opening of such deposit account, Agent shall have received a Deposit Account Control Agreement with respect to such deposit account duly authorized, executed and delivered by such Borrower or Guarantor and the bank at which such deposit account is opened and maintained; except, that, Borrowers and Guarantors shall not be required to deliver such Deposit Account Control Agreements with respect to (A) any deposit accounts where the balance is, and shall at all times be, less than $100,000, unless Agent shall request such Deposit Account Control Agreement at any time a Dominion Event exists and only to the extent that the aggregate amount of funds in all such deposit accounts is less than $500,000 or, for a period not to exceed three (3) Business Days, is less than or equal to $2,500,000 as a result of inadvertent deposits made to such accounts in error or in order to facilitate the issuance of payroll checks in exigent circumstances), (B) any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s or Guarantor’s employees, (C) any disbursement account, (D) any account containing collateral to secure the obligations of Borrowers and Guarantors with respect to the Existing Letters of Credit, and (E) the account at Wachovia Securities Special Equities Group in the NCI Building Systems, Inc., account number 8525-6387, to the extent that no new deposits are made in such account after the date hereof.

          (e) No Borrower or Guarantor owns or holds, directly or indirectly, beneficially or as record owner or both, any investment property, as of the date hereof, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary as of the date hereof, in each case except as set forth in Schedule 5.1.

               (i) In the event that any Borrower or Guarantor shall be entitled to or shall at any time after the date hereof hold or acquire any certificated securities representing the Equity Interests that are part of the Collateral, such Borrower or Guarantor shall promptly endorse, assign and deliver the same to Agent (or the Term Loan Agent or any Additional Agent or such other agent as may be provided for

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under the Intercreditor Agreement and subject to the terms thereof), accompanied by such instruments of transfer or assignment duly executed in blank as Agent may from time to time reasonably specify. If any securities representing Equity Interests that are part of the Collateral, now or hereafter acquired by any Borrower or Guarantor are uncertificated and are issued to such Borrower or Guarantor or its nominee directly by the issuer thereof, such Borrower or Guarantor shall immediately notify Agent thereof and shall use commercially reasonable efforts as Agent may reasonably specify subject to the Intercreditor Agreement, either (A) to cause the issuer to agree to comply with instructions from Agent as to such securities, without further consent of any Borrower or Guarantor or such nominee, or (B) to arrange for Agent to become the registered owner of the securities

               (ii) Borrowers and Guarantors shall not, directly or indirectly, after the date hereof open, establish or maintain any investment account, securities account, commodity account or any other similar account (other than a deposit account in accordance with Section 6.6 hereof) with any securities intermediary or commodity intermediary unless each of the following conditions is satisfied: (A) Agent shall have received not less than five (5) Business Days prior written notice of the intention of such Borrower or Guarantor to open or establish such account which notice shall specify in reasonable detail the name of the account, the owner of the account, the name and address of the securities intermediary or commodity intermediary at which such account is to be opened or established, the individual at such intermediary with whom such Borrower or Guarantor is dealing and the purpose of the account, (B) the securities intermediary or commodity intermediary (as the case may be) where such account is opened or maintained shall be reasonably acceptable to Agent, and (C) on or before the opening of such investment account, securities account or other similar account with a securities intermediary or commodity intermediary, such Borrower or Guarantor shall as Agent may reasonably specify, subject to the terms of the Intercreditor Agreement, either (1) execute and deliver, and cause to be executed and delivered to Agent (or the Term Loan Agent or any Additional Agent or such other agent as may be provided for under the Intercreditor Agreement and subject to the terms thereof), an Investment Property Control Agreement with respect thereto duly authorized, executed and delivered by such Borrower or Guarantor and such securities intermediary or commodity intermediary or (2) arrange for Agent to become the entitlement holder with respect to such investment property on terms and conditions reasonably acceptable to Agent.

          (f) Borrowers and Guarantors are not the beneficiary or otherwise entitled to any Letter-of-Credit Rights with respect to any letter of credit, banker’s acceptance or similar instrument as of the date hereof, except as set forth in Schedule 5.1. In the event that any Borrower or Guarantor shall be entitled to, or shall receive, any letter-of-credit rights under any letter of credit, banker’s acceptance or any similar instrument, as beneficiary thereof, having a face value in excess of $1,000,000 in any one case or $2,500,000 in the aggregate for all letters of credit payable in respect of accounts due from account debtors located in the United States or $4,000,000 in the aggregate for all letters of credit payable in respect of accounts due from account debtors located outside the United States (not to exceed $5,000,000 in the aggregate for all such rights irrespective of the location of the applicable account debtors) after the date hereof, such Borrower or Guarantor shall promptly notify Agent thereof in writing. Such Borrower or Guarantor shall immediately, as Agent may reasonably specify subject to the terms of the Intercreditor Agreement, use its commercially reasonable efforts to either (i) deliver, or cause to be delivered to Agent (or the Term Loan Agent or any Additional Agent or such other agent as may be provided for under the Intercreditor Agreement and subject to the terms thereof), with respect to any such letter of credit, banker’s acceptance or similar instrument having a face value in excess of $1,000,000 in any one case or $2,500,000 in the aggregate for all letters of credit payable in respect of accounts due from account debtors located in the United States or $4,000,000 in the aggregate for all letters of credit payable in respect of accounts due from account debtors located outside the United States (not to exceed $5,000,000 in the aggregate for all such rights irrespective of the location of the applicable account debtors), the written agreement of Issuing Bank and any other nominated person obligated to make any payment in

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respect thereof (including any confirming or negotiating bank), in form and substance reasonably satisfactory to Agent, consenting to the assignment of the proceeds of the letter of credit to Agent by such Borrower or Guarantor and agreeing to make all payments thereon directly to Agent or as Agent may otherwise direct or (ii) cause Agent to become, at Borrowers’ expense, the transferee beneficiary of the letter of credit, banker’s acceptance or similar instrument (as the case may be).

          (g) Borrowers and Guarantors do not have any commercial tort claims as of the date hereof, except as set forth in Schedule 5.1. In the event that any Borrower or Guarantor shall at any time after the date hereof have any Commercial Tort Claims, such Borrower or Guarantor shall promptly notify Agent thereof in writing, which notice shall (i) set forth in reasonable detail the basis for and nature of such Commercial Tort Claim and (ii) include the express grant by such Borrower or Guarantor to Agent of a security interest in such Commercial Tort Claim (and the proceeds thereof). In the event that such notice does not include such grant of a security interest, the sending thereof by such Borrower or Guarantor to Agent shall be deemed to constitute such grant to Agent. Upon the sending of such notice, any Commercial Tort Claim described therein shall constitute part of the Collateral and shall be deemed included therein. Without limiting the authorization of Agent provided in Section 5.2(a) hereof or otherwise arising by the execution by such Borrower or Guarantor of this Agreement or any of the other Financing Agreements, Agent is hereby irrevocably authorized from time to time and at any time to file such financing statements naming Agent or its designee as secured party and such Borrower or Guarantor as debtor, or any amendments to any financing statements, covering any such Commercial Tort Claim as Collateral. In addition, each Borrower and Guarantor shall promptly upon Agent’s request, execute and deliver, or cause to be executed and delivered, to Agent (or the Term Loan Agent or any Additional Agent or such other agent as may be provided for under the Intercreditor Agreement and subject to the terms thereof) such other agreements, documents and instruments as Agent may reasonably require in connection with such Commercial Tort Claim.

          (h) Borrowers and Guarantors do not have any Inventory or documents of title relating to Inventory in the custody, control or possession of a third party as of the date hereof, except as set forth in Schedule 5.1 and except for Inventory or documents of title relating to Inventory in transit in the ordinary course of business of such Borrower or Guarantor and in the possession of the carrier transporting such Inventory and except for Inventory or documents of title relating to Inventory having a value not exceeding $3,000,000 in the aggregate. In the event that any Inventory or documents of title relating to Inventory owned by any Borrower or Guarantor is at any time after the date hereof in the custody, control or possession of any other person except as provided in the foregoing sentence, such Borrower or Guarantor (or Administrative Borrower on its behalf) shall promptly notify Agent thereof in writing. Promptly upon Agent’s request, Borrowers and Guarantors shall use commercially reasonable efforts to deliver to Agent (or the Term Loan Agent or any Additional Agent or such other agent as may be provided for under the Intercreditor Agreement and subject to the terms thereof) a Collateral Access Agreement duly authorized, executed and delivered by such person and the Borrower or Guarantor that is the owner of such Inventory or documents of title (it being understood that Borrowers shall not be required to incur any expense, provide any security or agree to any adverse term or condition required in order to obtain such Collateral Access Agreement).

          (i) Borrowers and Guarantors shall use reasonable efforts to take any other actions reasonably requested by Agent from time to time to cause the attachment and perfection of, in each case, to the extent provided herein or in any other Financing Agreement, and the ability of Agent to enforce, the security interest of Agent in any and all of the Collateral of such Borrower or Guarantor, to the extent reasonably required by Agent, including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC or other applicable U.S. law, to the extent, if any, that such Borrower’s or Guarantor’s signature thereon is required therefor, and (ii) complying with any provision of any statute, regulation or treaty of the United

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States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Agent to enforce, the security interest of Agent in such Collateral, in each case, to the extent provided herein or in any other Financing Agreement.

     5.3 Special Provisions Relating to Collateral. Notwithstanding anything to the contrary contained in this Section 5, the types or items of Collateral described in or covered by Sections 5.1 or 5.2 hereof and the term “Collateral” shall not include any rights or interest in any Excluded Property or Excluded Real Properties.

     5.4 Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Section 5 herein with respect to all Term Loan Priority Collateral shall be subject and subordinate to (a) the Liens granted to the Term Loan Agent for the benefit of the holders of the Term Loan Debt to secure the obligations pursuant to the relevant Term Loan Documents and (b) the Liens granted to any Additional Agent for the benefit of the holders of any Additional Indebtedness (as defined in the Intercreditor Agreement) to secure the obligations pursuant to the relevant Additional Documents (as defined in the Intercreditor Agreement, as an to the extent provided in the Intercreditor Agreement. The Liens granted pursuant to Section 5 herein with respect to all Working Capital Priority Collateral (as defined in the Intercreditor Agreement) shall, prior to the Payment in Full of all Obligations and in accordance with the Intercreditor Agreement, be senior and prior to (i) the Liens granted to the Term Loan Agent for the benefit of the holders of the Term Loan Debt to secure the obligations pursuant to the relevant Term Loan Documents and (ii) the Liens granted to any Additional Agent for the benefit of the holders of any Additional Indebtedness to secure the obligations pursuant to the relevant Additional Documents, as and to the extent provided in the Intercreditor Agreement. Each Secured Party acknowledges and agrees that the relative priority of such Liens granted to Agent and any Additional Agent and the Term Loan Agent may be determined solely pursuant to the Intercreditor Agreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens granted to Agent pursuant to this Agreement and the exercise of any right or remedy by Agent or any other Secured Party hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding any other provision hereof, prior to the payment in full of the obligations under the Term Loan Documents and the obligations under any Additional Documents in accordance with the Intercreditor Agreement, any obligation hereunder to physically deliver to Agent any Collateral shall be satisfied by causing such Collateral to be physically delivered to Agent or the Term Loan Agent or any Additional Agent or such other agent as may be provided for under the Intercreditor Agreement, as applicable, acting as agent of Agent, to be held in accordance with the Intercreditor Agreement.

SECTION 6. COLLECTION AND ADMINISTRATION

     6.1 Borrowers’ Loan Accounts. Agent shall maintain one or more loan account(s) on its books in which shall be recorded (a) all Loans, Letters of Credit and other Obligations and the Collateral, (b) all payments made by or on behalf of any Borrower or Guarantor and (c) all other appropriate debits and credits as provided in this Agreement, including fees, charges, costs, expenses and interest. All entries in the loan account(s) shall be made in accordance with Agent’s customary practices as in effect from time to time.

     6.2 Statements. Agent shall render to Administrative Borrower each month a statement setting forth the balance in the Borrowers’ loan account(s) maintained by Agent for Borrowers pursuant to the provisions of this Agreement, including principal, interest, fees, costs and expenses. Each such statement shall be subject to subsequent adjustment by Agent but shall, absent manifest errors or omissions, be considered correct and deemed accepted by Borrowers and Guarantors and conclusively

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binding upon Borrowers and Guarantors as an account stated except to the extent that Agent receives a written notice from Administrative Borrower of any specific exceptions of Administrative Borrower thereto within thirty (30) days after the date such statement has been received by Administrative Borrower. Until such time as Agent shall have rendered to Administrative Borrower a written statement as provided above, the balance in any Borrower’s loan account(s) as shown on Agent’s books maintained in accordance with Section 6.1 hereof shall be prima facie evidence of the amounts due and owing to Agent and Lenders by Borrowers and Guarantors, absent manifest error.

     6.3 Lenders’ Evidence of Debt. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Obligations of each Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. Any such records shall be presumptively correct, absent manifest error; provided, that, the failure to make any entry or any error in such records, shall not affect any Lender’s Commitments hereunder or the Obligations in respect of any applicable Loans and in the event of any inconsistency between the Register and any Lender’s records, the Register shall govern.

     6.4 Register.

          (a) Agent (or its agent or sub-agent appointed by it) shall maintain a register (the “Register”) as an agent of Borrowers for the recordation of the names and addresses of Lenders and the Commitments of, and principal amount of the Loans (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The Register, as in effect at the close of business on the preceding Business Day, shall be available for inspection by Administrative Borrower or any Lender (with respect to a Lender, solely with respect to the Obligations owing to such Lender) at a reasonable time and from time to time upon reasonable prior notice. Agent shall record, or cause to be recorded, in the Register, the Commitments and the Loans in accordance with the provisions of Section 15.7 and Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance, and any such recording shall be presumptively correct, absent manifest error; provided, that, the failure to make any entry or any error in such records, shall not affect any Lender’s Commitments or Obligations in respect of any Loan. Borrowers, Guarantors, Agent and Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. Borrowers hereby designate and authorize Agent, and Agent agrees, to maintain, or cause to be maintained as agent for Borrowers solely for purposes of maintaining the Register as provided in this Section 6.4(a).

          (b) Each Lender that grants a participation shall maintain a register as a non-fiduciary agent of Borrowers on which it enters the name and address of each Participant and the principal and interest amount of each Participant’s interest in the Loans and Letters of Credit held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

     6.5 Notes. Each Lender may at any time request that the Loans made by it be evidenced by a promissory note. In such event, Borrowers shall execute and deliver to such Lender a promissory note substantially in the form of Exhibit G (with appropriate insertions as to payee, date and principal amount) payable to such Lender. Thereafter, the Loans evidenced by such promissory note and interest thereon, unless surrendered by the holder thereof, shall at all times (including after assignment pursuant to Section 15.7) be represented by one or more promissory notes in such form payable to the payee named therein.

     6.6 Cash Management; Collection of Proceeds of Collateral.

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          (a) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit accounts and cash management services of a type and on terms, and with the banks, set forth on Schedule 8.21 hereto and, subject to Section 5.2(d) hereof, such other banks as such Borrower or Guarantor may hereafter select. In addition to the Concentration Account, as of the date hereof Schedule 8.21 hereto identifies each of the deposit accounts at such banks that are used for receiving receipts from particular locations of a Borrower or otherwise describes the nature of the use of such deposit account by such Borrower or Guarantor (collectively, the “Cash Management Accounts” and individually a “Cash Management Account”; provided, that, the term “Cash Management Account” as used herein shall not include the deposit accounts described in clauses (i), (ii), (iii), (iv) and (v) of this Section 6.6(a)). Borrowers and Guarantors shall deliver, or cause to be delivered to Agent (or the Term Loan Agent or any Additional Agent or such other agent as may be provided for under the Intercreditor Agreement and subject to the terms thereof), a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Cash Management Account or Concentration Account is maintained and by the applicable Borrower or Guarantor; except that Borrowers and Guarantors shall not be required to deliver such Deposit Account Control Agreements with respect to (i) any deposit accounts where the balance is, and shall at all times be, less than $100,000 (other than with respect to the deposit of amounts not to exceed $2,500,000 in the aggregate for a period not to exceed three (3) Business Days as a result of inadvertent deposits made to such accounts in error or in order to facilitate the issuance of payroll checks in exigent circumstances); provided, that, (A) the aggregate amount of funds in all such accounts is less than $500,000 (other than with respect to the deposit of amounts not to exceed $2,500,000 in the aggregate for a period not to exceed three (3) Business Days as a result of inadvertent deposits made to such accounts in error or in order to facilitate the issuance of payroll checks in exigent circumstances) and/or (B) no Event of Default exists and is continuing, and then only to the extent such Deposit Account Control Agreement is requested by Agent in its Permitted Discretion, (ii) any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s or Guarantor’s employees, (iii) any disbursement account, (iv) any account containing collateral to secure the obligations of Borrowers and Guarantors with respect to the Existing Letters of Credit, and (v) the account at Wachovia Securities Special Equities Group in the NCI Building Systems, Inc., account number 8525-6387 to the extent that no new amounts are deposited in such account after the date hereof.

          (b) Each Borrower shall, subject to the terms of the Intercreditor Agreement, deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory from each location of such Borrower on each Business Day into the Cash Management Account of such Borrower used for such purpose. All such funds deposited into the Cash Management Accounts shall be sent by wire transfer or other electronic funds transfer no less frequently than twice each week (or more frequently upon Agent’s request at any time that a Dominion Event exists) to the Concentration Accounts, except nominal amounts which are required to be maintained in such Cash Management Accounts under the terms of such Borrower’s arrangements with the bank at which such Cash Management Accounts are maintained, which nominal amounts shall not exceed $5,000,000 as to all Cash Management Account at any time.

          (c) Without limiting any other rights or remedies of Agent or Lenders, but subject to the terms of the Intercreditor Agreement, Agent may, at its option, or shall at the request of the Required Lenders, instruct the depository banks at which the Concentration Accounts are maintained to transfer all available funds received or deposited into the Concentration Accounts to the Agent Payment Account at any time that a Dominion Event exists (in each case after giving effect to the application of any such amounts otherwise required to be applied pursuant to Sections 2.5(b), (c) and (d)). Upon the termination of a Dominion Event to the extent provided in the definition of such term, Agent shall, at the written request of Administrative Borrower, promptly instruct the depository banks at which the Concentration Accounts are maintained to resume the transfer of funds in the Concentration Accounts to the

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disbursement accounts of Borrowers used for such purpose, to the extent that such banks had previously been instructed to transfer such funds to the Agent Payment Account. So long as no Dominion Event has occurred and is continuing, each Borrower and Guarantor may direct and shall have sole control over, the manner of the disposition of funds in each Concentration Account.

          (d) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account; provided such payments are received prior to 2:00 p.m. Eastern Standard Time on such day, and if not, then on the next Business Day.

          (e) Each Borrower and Guarantor shall, acting as trustee for Agent and subject to the terms of the Intercreditor Agreement, promptly upon receipt of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in Cash Management Accounts or Concentration Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds other than the commingling of amounts not to exceed $2,500,000 in the aggregate for not more than three (3) Business Days as a result of inadvertent deposits made to other accounts in error or in order to facilitate the issuance of payroll checks in exigent circumstances. Borrowers agree to reimburse Agent on demand for any documented amounts owed or paid to any bank or other financial institution at which a Concentration Account or Cash Management Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the Concentration Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other person in connection with the Credit Facility. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.6 shall survive the termination of this Agreement.

     6.7 Payments.

          (a) All Obligations shall be payable to the Agent Payment Account as provided in Section 6.6 or such other place as Agent may designate to Administrative Borrower in writing from time to time. Subject to the other terms and conditions contained herein and subject to the terms of the Intercreditor Agreement, Agent shall apply payments received or collected from any Borrower or Guarantor or for the account of any Borrower or Guarantor (including the monetary proceeds of collections or of realization upon any Collateral after giving effect to the application of any such amounts otherwise required to be applied pursuant to Section 2.5(b), (c) and (d)) as follows: first, to pay any fees, indemnities or expense reimbursements then due to Agent, Co-Collateral Agents, Lenders and Issuing Bank from any Borrower or Guarantor; second, to pay interest due in respect of any Loans (and including any Special Agent Advances) or Letter of Credit Obligations; third, to pay or prepay principal in respect of Special Agent Advances; fourth, to pay principal due in respect of the Loans; fifth, to pay or prepay any other Obligations whether or not then due, in such order and manner as Agent determines and at any time an Event of Default exists or has occurred and is continuing, to provide cash collateral for any Letter of Credit Obligations or other contingent Obligations (but not including for purposes of this clause any Obligations arising under or pursuant to any Bank Products); and sixth, to pay Obligations then due arising under or pursuant to any Hedge Agreements of a Borrower or Guarantor with Agent or a Bank Product Provider, on a pro rata basis and to pay or prepay any Obligations arising under or pursuant to any Bank Products on a pro rata basis.

          (b) Notwithstanding anything to the contrary contained in this Agreement, unless so directed by Administrative Borrower, or unless a Default or an Event of Default shall exist or have occurred and

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be continuing, Agent shall not apply any payments which it receives to any Eurodollar Rate Loans, except in the event that there are no outstanding Base Rate Loans. To the extent Agent or any Lender receives any payments or collections in respect of the Obligations in a currency other than US Dollars Agent may, at its option (but is not obligated to), convert such other currency to US Dollars at the exchange rate on such date and in such market as Agent may select (regardless of whether such rate is the best available rate). Borrowers shall pay the costs of such conversion (or Agent may, at its option, charge such costs to the loan account of any Borrower maintained by Agent). Payments and collections received in any currency other than the currency in which any outstanding Obligations are denominated will be accepted and/or applied at the discretion of Agent. Except as permitted by Section 6.13(h) and subject to Section 6.8 hereof, any and all payments by or on account of the Obligations shall be made without setoff, counterclaim or deduction.

          (c) For purposes of this Section 6.7, “paid in full” and “payment in full” and “prepayment in full” means payment of all applicable amounts owing under the Financing Agreements according to the terms thereof, including any such amounts consisting of loan fees, service fees, professional fees, interest (and including interest accrued after the commencement of any case under the U.S. Bankruptcy Code or any similar domestic or foreign similar statute), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any case under the U.S. Bankruptcy Code, or any similar statute in any jurisdiction.

          (d) At Agent’s option, all principal, interest, fees, costs, expenses and other charges provided for in this Agreement or the other Financing Agreements may be charged directly to the loan account(s) of any Borrower maintained by Agent to the extent then due and payable in accordance with the terms of this Agreement. If after receipt of any payment of, or proceeds of Collateral applied to the payment of, any of the Obligations, Agent, any Lender or Issuing Bank is required to surrender or return such payment or proceeds to any Person for any reason, then the Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect as if such payment or proceeds had not been received by Agent or such Lender. Borrowers and Guarantors shall be liable to pay to Agent, and do hereby agree to indemnify and hold Agent and Lenders harmless for the amount of any payments or proceeds surrendered or returned. This Section 6.7(d) shall remain effective notwithstanding any contrary action which may be taken by Agent or any Lender in reliance upon such payment or proceeds. This preceding two sentences of this Section 6.7(d) shall survive the payment of the Obligations and the termination of this Agreement.

     6.8 Taxes.

          (a) Except as provided below in this Section 6.8 or as required by law, all payments made by each Borrower and Guarantor under this Agreement or any of the other Financing Agreements shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (“Taxes”), excluding Taxes measured by or imposed upon the overall net income of Agent or any Lender or its applicable lending office, or any branch or affiliate thereof, and all franchise Taxes, branch Taxes, Taxes on doing business or Taxes measured by or imposed upon the overall capital or net worth of any Agent or such Lender or its applicable lending office, or any branch or affiliate thereof, in each case imposed: (i) by the jurisdiction under the laws of which Agent or such Lender, applicable lending office, branch or affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any connection between the jurisdiction imposing such Tax and Agent or such Lender, applicable lending office, branch or affiliate other than a connection arising solely from such Agent or Lender having executed, delivered or performed its obligations under, or received payment under or enforced, this

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Agreement or any of the other Financing Agreements. If any such non-excluded Taxes (“Non-Excluded Taxes”) are required to be withheld from any amounts payable by any Borrower or Guarantor to Agent or any Lender hereunder or under any of the other Financing Agreements, the amounts payable by such Borrower or Guarantor shall be increased to the extent necessary to yield to Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that each of the Borrowers and Guarantors shall be entitled to deduct and withhold, and Borrowers and Guarantors shall not be required to indemnify for, any Non-Excluded Taxes, and any such amounts payable by any Borrower, Guarantor or Agent to, or for the account of, Agent or any Lender shall not be increased (i) if Agent or such Lender fails to comply with the requirements of this Section 6.8 (provided that while such failure shall limit the indemnity obligation of the Borrowers and Guarantors pursuant to this Section 6.8, such failure shall not be treated as a breach of this Agreement by Agent or such Lender for any other purpose) or (ii) with respect to any Non-Excluded Taxes imposed in connection with the payment of any fees paid under this Agreement or any of the other Financing Agreements unless such Non-Excluded Taxes are imposed as a result of a change in treaty, law or regulation that occurred after such Agent becomes an Agent hereunder or such Lender becomes a Lender hereunder (or, if such Agent or Lender is a non U.S. intermediary or flow-through entity for U.S. federal income tax purposes, after the relevant beneficiary or member of such Agent or Lender became such a beneficiary or member, if later) (such change, at such time, a “Change in Tax Law”) or (iii) with respect to any Non-Excluded Taxes imposed by the United States or any state or political subdivision thereof, unless such Non-Excluded Taxes are imposed as a result of a Change in Tax Law. Whenever any Non-Excluded Taxes are payable by any of the Borrowers, as promptly as possible thereafter the applicable Borrower shall send to Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof. If any Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Agent the required receipts or other required documentary evidence, Borrowers (in the case of any failure by a Borrower), on a joint and several basis, shall indemnify Agent and Lenders for any incremental taxes, interest or penalties that may become payable by Agent or any Lender as a result of any such failure. The agreements in this Section 6.8 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

          (b) Agent and each Lender that is not organized under the laws of the United States of America or a state thereof or the District of Columbia shall:

               (i) (A) on or before the date of any payment by any Borrower under this Agreement or any of the other Financing Agreements to, or for the account of, Agent or such Lender, deliver to Administrative Borrower and Agent (1) two duly completed copies of United States Internal Revenue Service Form W-8BEN (certifying that it is a resident of the applicable country within the meaning of the income tax treaty between the United States and that country) or Form W-8ECI, or successor applicable form, as the case may be, in each case certifying that it is entitled to receive all payments under this Agreement and any of the other Financing Agreements without deduction or withholding of any United States federal income taxes, and (2) such other forms, documentation or certifications, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax with respect to payments under this Agreement and any of the other Financing Agreements;

                    (B) deliver to Administrative Borrower and Agent two further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or certificate previously delivered by it to Administrative Borrower;

                    (C) obtain such extensions of time for filing and completing such forms or certifications as may reasonably be requested by any Borrower or Agent; and

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                    (D) deliver, to the extent legally entitled to do so, upon reasonable request by any Borrower or Guarantor, to Administrative Borrower and Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Agreement and any of the other Financing Agreements, provided that in determining the reasonableness of a request under this clause (D) such Lender shall be entitled to consider the cost (to the extent unreimbursed by any Borrower or Guarantor) which would be imposed on such Lender of complying with such request; or

               (ii) in the case of any such Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and is claiming the so-called “portfolio interest exemption”,

                    (A) represent to Borrowers and Agent that it is not a bank within the meaning of Section 881(c)(3)(A) of the Code;

                    (B) deliver to Administrative Borrower on or before the date of any payment by any of Borrowers, with a copy to the Agent, (1) two certificates substantially in the form of Exhibit H (any such certificate a “U.S. Tax Compliance Certificate”) and (2) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN, or successor applicable form, certifying to such Lender’s legal entitlement at the date of such form to an exemption from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of the Code with respect to payments to be made under this Agreement and any of the other Financing Agreements (and shall also deliver to Administrative Borrower and Agent two further copies of such form or certificate on or before the date it expires or becomes obsolete and after the occurrence of any event requiring a change in the most recently provided form or certificate and, if necessary, obtain any extensions of time reasonably requested by any Borrower or Agent for filing and completing such forms or certificates); and

                    (C) deliver, to the extent legally entitled to do so, upon reasonable request by any Borrower, to Administrative Borrower and Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Agreement and any of the other Financing Agreements, provided that in determining the reasonableness of a request under this clause (C) such Lender shall be entitled to consider the cost (to the extent unreimbursed by any Borrower or Guarantor) which would be imposed on such Lender of complying with such request; or

               (iii) in the case of any such Lender that is a non-U.S. intermediary or flow through entity for U.S. federal income tax purposes,

                    (A) on or before the date of any payment by any of Borrowers under this Agreement or any of the other Financing Agreements to, or for the account of, such Lender, deliver to Administrative Borrower and Agent two accurate and complete original signed copies of Internal Revenue Service Form W-8IMY and, if any beneficiary or member of such Lender is claiming the so-called “portfolio interest exemption”, (x) represent to the Borrowers and Agent that such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code and (y) also deliver to Administrative Borrower and Agent two U.S. Tax Compliance Certificates certifying to such Lender’s legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to payments to be made under this Agreement and any of the other Financing Agreements; and

                         (1) with respect to each beneficiary or member of such Lender that is not claiming the so-called “portfolio interest exemption”, also deliver to Borrower and Agent (x) two duly completed copies of United States Internal Revenue Service Form W-8BEN (certifying that such beneficiary or member is a resident of the applicable country within the meaning of the income tax treaty

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between the United States and that country), Form W-8ECI or Form W-9, or successor applicable form, as the case may be, in each case so that each such beneficiary or member is entitled to receive all payments under this Agreement and any of the other Financing Agreements without deduction or withholding of any United States federal income taxes and (y) such other forms, documentation or certifications, as the case may be, certifying that each such beneficiary or member is entitled to an exemption from United States backup withholding tax with respect to all payments under this Agreement and any of the other Financing Agreements; and

                         (2) with respect to each beneficiary or member of such Lender that is claiming the so-called “portfolio interest exemption”, (x) represent to Borrowers and Agent that such beneficiary or member is not a bank within the meaning of Section 881(c)(3)(A) of the Code and (y) also deliver to Administrative Borrower and Agent two U.S. Tax Compliance Certificates from each beneficiary or member and two accurate and complete original signed copies of Internal Revenue Service Form W 8BEN, or successor applicable form, certifying to such beneficiary’s or member’s legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of the Code with respect to payments to be made under this Agreement and any of the other Financing Agreements;

                    (B) deliver to Administrative Borrower and Agent two further copies of any such forms, certificates or certifications referred to above on or before the date any such form, certificate or certification expires or becomes obsolete, or any beneficiary or member changes, and after the occurrence of any event requiring a change in the most recently provided form, certificate or certification and obtain such extensions of time reasonably requested by any U.S. Borrower or Agent for filing and completing such forms, certificates or certifications; and

                    (C) deliver, to the extent legally entitled to do so, upon reasonable request by any Borrower, to Borrowers and Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Lender (or beneficiary or member) to an exemption from withholding with respect to payments under this Agreement and any of the other Financing Agreements, provided that in determining the reasonableness of a request under this clause (C) such Lender shall be entitled to consider the cost (to the extent unreimbursed by any Borrower or Guarantor) which would be imposed on such Lender (or beneficiary or member) of complying with such request;

unless in any such case any change in treaty, law or regulation has occurred after the date such Person becomes a Lender hereunder (or a beneficiary or member in the circumstances described in clause (iii) above, if later) which renders all such forms inapplicable or which would prevent such Lender (or such beneficiary or member) from duly completing and delivering any such form with respect to it and such Lender so advises the Administrative Borrower and Agent.

          (c) Agent and each Lender, in each case that is organized under the laws of the United States of America or a state thereof or the District of Columbia, shall on or before the date of any payment by any Borrower under this Agreement or any of the other Financing Agreements to, or for the account of, Agent or such Lender, deliver to Administrative Borrower and Agent two duly completed copies of Internal Revenue Service Form W-9, or successor form, certifying that Agent or such Lender is a United States Person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code) and that Agent or such Lender is entitled to a complete exemption from United States backup withholding tax. Agent represents to the Borrowers that it is a financial institution within the meaning of Section 1.1441-1(c)(5) of the U.S. Treasury Regulations. Each such Lender shall also deliver, to the extent legally entitled to do so, upon reasonable request by any Borrower, to Administrative Borrower and Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Agreement and any of the other Financing

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Agreements, provided that in determining the reasonableness of a request under this sentence such Lender shall be entitled to consider the cost (to the extent unreimbursed by any Borrower or Guarantor) which would be imposed on such Lender of complying with such request.

          (d) Upon the request, and at the expense of Borrowers, each Lender to which any Borrower or Guarantor is required to make a payment pursuant to Section 3.5 or 6.8 shall reasonably afford the Administrative Borrower the opportunity to contest, and reasonably cooperate with the Administrative Borrower in contesting, the imposition of any such Tax giving rise to such payment; provided, that, (i) such Lender shall not be required to afford the Administrative Borrower the opportunity to so contest unless Borrowers shall have confirmed in writing to such Lender their obligation to make such payment pursuant to this Agreement and (ii) Borrowers shall reimburse such Lender for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Administrative Borrower in contesting the imposition of such Tax; provided, however, that notwithstanding the foregoing no Lender shall be required to afford the Administrative Borrower the opportunity to contest, or cooperate with the Administrative Borrower in contesting, the imposition of any such Taxes, if such Lender in its sole discretion in good faith determines that to do so would have an adverse effect on it.

          (e) If any Lender changes its applicable lending office (other than (i) pursuant to Section 3.9(a) or (ii) after an Event of Default under Section 12.1(a) or (g) has occurred and is continuing) and the effect of such change, as of the date of such change, would result in any Borrower or Guarantor being obligated to make any payment under Section 3.5 or 6.8, none of Borrowers and Guarantor shall be obligated to make any such payment.

          (f) If a condition or an event occurs which would, or would upon the passage of time or giving of notice, result in the payment of any amount to or on behalf of any Lender by any Borrower or Guarantor pursuant to Section 3.5 or 6.8, such Lender shall promptly notify the Administrative Borrower and Agent and shall take such steps as may reasonably be available to it to mitigate the effects of such condition or event (which shall include efforts to rebook the Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender pursuant to Section 3.9(a)); provided, that, such Lender shall not be required to take any step that, in its reasonable judgment, would be materially disadvantageous to its business or operations or would require it to incur additional costs (unless the Borrowers and Guarantor agree to reimburse such Lender for the reasonable incremental out-of-pocket costs thereof).

          (g) If Agent or any Lender receives a refund directly attributable to Taxes for which any Borrower or Guarantor has made a payment under Section 3.5 or 6.8, Agent or such Lender, as the case may be, shall promptly pay such refund (together with any interest with respect thereto received from the relevant Governmental Authority, but net of any reasonable out-of-pocket cost incurred in connection therewith) to the Administrative Borrower; provided, however, that Borrowers agree to promptly return such refund (together with any interest with respect thereto due to the relevant Governmental Authority) to Agent or such Lender, as applicable, upon receipt of a notice that such refund is required to be repaid to the relevant Governmental Authority.

          (h) For purpose of this Section 6.8, any reference of Lender in this Section 6.8 shall include the Issuing Bank. The agreements in this Section 6.8 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

     6.9 Use of Proceeds. Borrowers shall use the initial proceeds of the Loans and Letters of Credit hereunder only for: (a) payments to each of the persons listed in the disbursement direction letter furnished by Borrowers to Agent on or about the date hereof and (b) costs, expenses and fees in connection with the Transactions and in connection with the preparation, negotiation, execution and

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delivery of this Agreement and the other Financing Agreements. All other Loans made or Letters of Credit provided to or for the benefit of any Borrower pursuant to the provisions hereof shall be used by such Borrower for general operating, working capital and other corporate purposes of Parent and its Subsidiaries not otherwise prohibited by the terms hereof.

6.10 Appointment of Administrative Borrower as Agent for Requesting Loans and Receipts of Loans and Statements.

          (a) Each Borrower hereby irrevocably appoints and constitutes Administrative Borrower as its agent and attorney-in-fact to request and receive Loans and Letters of Credit pursuant to this Agreement and the other Financing Agreements from Agent or any Lender in the name or on behalf of such Borrower. Agent and Lenders shall disburse the Loans to such bank account of Administrative Borrower or a Borrower designated in writing by Administrative Borrower to Agent on or prior to the date hereof (or such other bank account as Administrative Borrower may specify to Agent in writing; provided, that, such other bank account shall be located in the United States at a depository institution that accepts transfers of funds without the imposition of fees or charges on the transferor) or otherwise make such Loans to a Borrower and provide such Letters of Credit to a Borrower as Administrative Borrower may designate or direct, without notice to any other Borrower or Guarantor. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time following written notice to and consultation with Administrative Borrower, require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower.

          (b) Administrative Borrower hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 6.10. Administrative Borrower shall ensure that the disbursement of any Loans to each Borrower requested by or paid to or for the account of Parent, or the issuance of any Letter of Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower, except as agreed among Borrowers.

          (c) Each Borrower and other Guarantor hereby irrevocably appoints and constitutes Administrative Borrower as its agent to receive statements on account and all other notices from Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Agreements.

          (d) To the maximum extent permitted by applicable law, any notice, election, representation, warranty, agreement or undertaking by or on behalf of any other Borrower or any Guarantor by Administrative Borrower shall be deemed for all purposes to have been made by such Borrower or Guarantor, as the case may be, and shall be binding upon and enforceable against such Borrower or Guarantor to the same extent as if made directly by such Borrower or Guarantor.

          (e) No termination of the appointment of Administrative Borrower as agent as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent.

     6.11 Pro Rata Treatment. Except to the extent otherwise provided in this Agreement or as otherwise agreed by the applicable Lenders and Administrative Borrower: (a) the making and conversion of Loans shall be made among the Lenders based on their respective Pro Rata Shares as to the Loans and (b) each payment on account of any Obligations to or for the account of one or more of Lenders in respect of any Obligations due on a particular day shall be allocated among the Lenders entitled to such payments based on their respective Pro Rata Shares and shall be distributed accordingly.

     6.12 Sharing of Payments, Etc.

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          (a) Each Borrower and Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Agent or any Lender may otherwise have, each Lender shall be entitled, at its option (but subject, as among Agent and Lenders, to the provisions of Section 14.3(b) hereof), at any time an Event of Default under Section 12.1(a) exists or has occurred and is continuing, to offset balances held by it for the account of such Borrower or Guarantor at any of its offices, in dollars or in any other currency, against any principal of or interest on any Loans owed to such Lender or any other amount payable to such Lender hereunder, that is not paid when due (regardless of whether such balances are then due to such Borrower or Guarantor), in which case it shall promptly notify Administrative Borrower and Agent thereof; provided, that, such Lender’s failure to give such notice shall not affect the validity thereof.

          (b) If any Lender (including Agent) shall obtain from any Borrower or Guarantor payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any of the other Financing Agreements through the exercise of any right of setoff, banker’s lien or counterclaim or similar right or otherwise (other than from Agent as provided herein), and, as a result of such payment, such Lender shall have received more than its Pro Rata Share of the principal of the Loans or more than its share of such other amounts then due hereunder or thereunder by any Borrower or Guarantor to such Lender than the percentage thereof received by any other Lender, it shall promptly pay to Agent, for the benefit of Lenders, the amount of such excess and simultaneously purchase from such other Lenders a participation in the Loans or such other amounts, respectively, owing to such other Lenders (or such interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) in accordance with their respective Pro Rata Shares or as otherwise agreed by Lenders. To such end all Lenders shall make appropriate adjustments among themselves (by the resale of participation sold or otherwise) if such payment is rescinded or must otherwise be restored.

          (c) Each Borrower and Guarantor agrees that any Lender purchasing a participation (or direct interest) as provided in this Section may exercise, in a manner consistent with this Section, all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation.

          (d) Nothing contained herein shall require any Lender to exercise any right of setoff, banker’s lien, counterclaims or similar rights or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Borrower or Guarantor. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, assign such rights to Agent for the benefit of Lenders and, in any event, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

     6.13 Settlement Procedures.

          (a) In order to administer the Credit Facility in an efficient manner and to minimize the transfer of funds between Agent and Lenders, Agent may, at its option, subject to the terms of this Section, make available, on behalf of Lenders, including the Swing Line Lender, the full amount of the Revolving Loans or Swing Line Loans requested or charged to any Borrower’s loan account(s) or otherwise to be advanced by Lenders pursuant to the terms hereof, without requirement of prior notice to Lenders of the proposed Loans.

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          (b) With respect to all Loans made by Agent on behalf of Lenders, the amount of each Lender’s Pro Rata Share of the outstanding Loans shall be computed weekly, and shall be adjusted upward or downward on the basis of the amount of the outstanding Loans as of 5:00 p.m. New York City time on the Business Day immediately preceding the date of each settlement computation; provided, that, Agent retains the absolute right at any time or from time to time to make the above described adjustments at intervals more frequent than weekly, but in no event more than twice in any week. With respect to Swing Line Loans made by Swing Line Lender (or Agent on behalf of Swing Line Lender), Swing Line Lender (or Agent on behalf of Swing Line Lender) may settle on the Swing Line Loans from time to time as it determines, but not less frequently than once each week. Agent (or Swing Line Lender as to Swing Line Loans) shall deliver to each of the Lenders after the end of each week, or at such period or periods as Agent (or Swing Line Lender as to Swing Line Loans) shall determine, a summary statement of the amount of outstanding Loans (whether Revolving Loans, Swing Line Loans or both, as applicable) for such period (such week or other period or periods being hereinafter referred to as a “Settlement Period”). If the summary statement is sent by Agent (or Swing Line Lender in the case of Swing Line Loans) and received by a Lender prior to 12:00 p.m., then such Lender shall make the settlement transfer described in this Section by no later than 3:00 p.m. on the same Business Day and if received by a Lender after 12:00 p.m., then such Lender shall make the settlement transfer by not later than 3:00 p.m. on the next Business Day following the date of receipt. If, as of the end of any Settlement Period, the amount of a Lender’s Pro Rata Share of the outstanding Loans is more than such Lender’s Pro Rata Share of the outstanding Loans as of the end of the previous Settlement Period, then such Lender shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to Agent by wire transfer in immediately available funds the amount of the increase. Alternatively, if the amount of a Lender’s pro rata share of the outstanding Loans in any Settlement Period is less than the amount of such Lender’s Pro Rata Share of the outstanding Loans for the previous Settlement Period, Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of the decrease. Each Lender shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to Swing Line Lender (or upon its request to Agent) by wire transfer in immediately available funds the amount of such Lender’s Pro Rata Share of the outstanding Swing Line Loans as set forth in the summary statement provided to such Lender as provided above. Amounts transferred to Swing Line Lender (or Agent as the case may be) in respect to a settlement of Swing Line Loans shall be applied to the payment of the Swing Line loans and shall constitute Loans of such Lenders. The obligation of each of the Lenders to transfer such funds and effect such settlement shall be irrevocable and unconditional and without recourse to or warranty by Agent and may occur at any time a Default or Event of Default exists or has occurred and whether or not the conditions set forth in Section 4.2 are satisfied (except if there is an Event of Default under Section 12.1(g), in which case the funds shall be in respect of each Lender’s participation). Agent and each Lender agrees to mark its books and records at the end of each Settlement Period to show at all times the dollar amount of its Pro Rata Share of the outstanding Loans and Letters of Credit. Each Lender shall only be entitled to receive interest on its Pro Rata Share of the Loans to the extent such Loans have been funded by such Lender. Because the Agent on behalf of Lenders may be advancing and/or may be repaid Loans prior to the time when Lenders will actually advance and/or be repaid such Loans, interest with respect to Loans shall be allocated by Agent in accordance with the amount of Loans actually advanced by and repaid to each Lender and the Agent and shall accrue from and including the date such Loans are so advanced to but excluding the date such Loans are either repaid by Borrowers or actually settled with the applicable Lender as described in this Section.

          (c) To the extent that Agent has made any such amounts available and the settlement described above shall not yet have occurred, upon repayment of any Loans by a Borrower, Agent may apply such amounts repaid directly to any amounts made available by Agent pursuant to this Section. In lieu of settlements, Agent may, at its option, at any time require each Lender to provide Agent with immediately available funds representing its Pro Rata Share of each Loan, prior to Agent’s disbursement of such Loan to a Borrower. In such event, Agent shall notify each Lender promptly after Agent’s receipt

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of the request for the Loans from a Borrower (or Administrative Borrower on behalf of such Borrower) or any deemed request hereunder and each Lender shall provide its Pro Rata Share of such requested Loan to the account specified by Agent in immediately available funds not later than 2:00 p.m. on the requested funding date, so that all such Loans shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in the other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in the other Lender’s obligation to make a Loan hereunder.

          (d) Upon the making of any Loan by Agent as provided herein, without further action by any party hereto, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Loan. To the extent that there is no settlement in accordance with the terms hereof, Agent may at any time require the Lenders to fund their participations. From and after the date, if any, on which any Lender has funded its participation in any such Loan, Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Loan.

          (e) As to any Loan funded by Agent on behalf of a Lender (including Swing Line Lender) whether pursuant to Sections 6.13(a), 6.13(b) or 6.13(c) above, Agent may assume that each Lender will make available to Agent such Lender’s Pro Rata Share of the Loan requested or otherwise made on such day in the case of Loans funded pursuant to Section 6.13(c) above or otherwise on the applicable settlement date. If Agent makes amounts available to a Borrower and such corresponding amounts are not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. on that day by each of the three leading brokers of Federal funds transactions in New York selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Base Rate Loans. During the period in which such Lender has not paid such corresponding amount to Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, the amount so advanced by Agent to or for the benefit of any Borrower shall, for all purposes hereof, be a Loan made by Agent for its own account.

          (f) Upon any failure by a Lender to pay Agent (or Swing Line Lender) pursuant to the settlement described in Section 6.13(b) above or to pay Agent pursuant to Section 6.13(c), 6.13(d) or Section 6.13(e), Agent shall promptly thereafter notify Administrative Borrower of such failure and Borrowers shall pay such corresponding amount to Agent for its own account within five (5) Business Days of Administrative Borrower’s receipt of such notice. The term “Defaulting Lender” shall mean (i) any Lender that has failed to fund any portion of the Revolving Loans, participations in Letter of Credit Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, or has otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, (ii) any Lender that has notified Agent, any Lender, Issuing Bank, or any Borrower or Guarantor in writing that it will not or does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it will not or does not intend to comply with its funding obligations under this Agreement or under other agreements in which it has agreed to make loans or provide other financial accommodations, (iii) any Lender that has failed, within five (5) Business Days after request by Agent or the Administrative Borrower to confirm that it

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will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Line Loans; provided that any such Lender shall cease to be a Defaulting Lender under this clause (iii) upon receipt of such confirmation by Agent and the Administrative Borrower, or (iv) any Lender that becomes or is insolvent or has a parent company that has become or is insolvent or becomes the subject of a bankruptcy or insolvency proceeding, or has a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment and has not obtained all required orders, approvals or consents of any court or other Governmental Authority to continue to fulfill its obligations hereunder, in form and substance satisfactory to Agent and the Administrative Borrower.

          (g) Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees and whether in respect of Revolving Loans, participation interests or otherwise). For purposes of voting or consenting to matters with respect to this Agreement and the other Financing Agreements, including for purposes of the Required Lenders and the Supermajority Lenders, and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Revolving Loan Commitment shall be deemed to be zero (0). So long as there is a Defaulting Lender, the maximum amount of the Loans and Letters of Credit shall not exceed the aggregate amount of the Commitments of the Lenders that are not Defaulting Lenders plus the Pro Rata Share of the Defaulting Lender (determined immediately prior to its being a Defaulting Lender) of the Loans and Letters of Credit outstanding as of the date that the Defaulting Lender has become a Defaulting Lender. At any time that there is a Defaulting Lender, payments received for application to the Obligations payable to Lenders in accordance with the terms of this Agreement shall be distributed to Lenders based on their Pro Rata Shares calculated after giving effect to the reduction of the Defaulting Lender’s Revolving Loan Commitment to zero (0) as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata Share of a Defaulting Lender (which for such purpose shall be such Pro Rata Share as in effect immediately prior to its being a Defaulting Lender). To the extent that Agent elects to receive and retain such amounts, Agent may hold such amounts (which shall not accrue interest) and, in its reasonable discretion, relend such amounts to a Borrower. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Revolving Loans for the account of Agent in addition to the Revolving Loans that are made by the Lenders other than a Defaulting Lender based on their respective Pro Rata Shares as calculated after giving effect to the reduction of such Defaulting Lender’s Commitment to zero (0) as provided herein but shall be repaid in the same order of priority as the principal amount of the Loans on a pro rata basis for purposes of Section 6.7 hereof. Agent shall determine whether any Revolving Loans requested shall be made from relending such amounts or from Revolving Loans from the Lenders (other than a Defaulting Lender) and any allocation of requested Revolving Loans between them. The rights of a Defaulting Lender shall be limited as provided herein until such time as the Defaulting Lender has made all payments to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender and such Lender is otherwise in compliance with the terms of this Agreement (including making any payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Revolving Loans, which payments as to the principal amount of Revolving Loans shall be made based on the outstanding balance thereof on the date of the cure by Defaulting Lender or at such other time thereafter as Agent may specify) or has otherwise provided evidence in form and substance satisfactory to Agent and Administrative Borrower that such Defaulting Lender will be able to fund its Pro Rata Share (as in effect immediately prior to its being a Defaulting Lender) in accordance with the terms hereof. Upon the cure by Defaulting Lender of the event that is the basis for it to be a Defaulting Lender by making such payment or payments and such Lender otherwise being in compliance with the terms hereof, such Lender shall cease to be a Defaulting Lender and shall only be entitled to payment of interest accrued during the period that such Lender was a

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Defaulting Lender to the extent previously received and retained by Agent from or for the account of Borrowers on the funds constituting Loans funded by such Lender prior to the date of it being a Defaulting Lender (and not previously paid to such Lender) and shall otherwise, on and after such cure, make Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender. Borrowers shall not be required to make any payments of principal, interest or fees in respect of Loans by a Defaulting Lender, but all payments required hereunder shall be made in respect of the Loans and other Obligations owing to the other Lenders, so that the payments in respect of principal and fees received by or on behalf of Agent or any Lender shall be made and allocated among the Lenders other than a Defaulting Lender in respect of amounts owing to such Lenders, and Borrowers may, except after a Dominion Event, retain the amount of interest that would otherwise be payable in respect of Loans by a Defaulting Lender. At any time that one or more of the Lenders is a Defaulting Lender, payments received for application to the Obligations shall be distributed among Lenders based on their Pro Rata Shares calculated after giving effect to the reduction of the Defaulting Lenders’ Commitments as provided above.

          (h) Notwithstanding anything to the contrary contained in this Agreement, in the event there is a Defaulting Lender, upon any issuance or amendment of any Letter of Credit by the Issuing Bank, each Non-Defaulting Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided interest and participation to the extent of such Non-Defaulting Lender’s Pro Rata Share of the liability with respect to such Letters of Credit and the obligations of the Borrowers with respect thereto (it being understood that the Defaulting Lender’s Pro Rata Share is zero), but solely to the extent that the sum of any Non-Defaulting Lender’s Pro Rata Share of the outstanding Loans and its participations in Letters of Credit does not exceed the Commitment of such Non-Defaulting Lender. So long as there is a Defaulting Lender, the Issuing Bank shall not be required to issue, renew, extend or amend any Letter of Credit where the sum of the Non-Defaulting Lenders Pro Rata Share of the outstanding Loans and their participations in Letters of Credit after giving effect to any such requested Letter of Credit (or renewal, extension or amendment) would exceed the aggregate Commitments of such Non-Defaulting Lenders, unless Agent has cash collateral from Borrowers in an amount equal to the Pro Rata Share of the Defaulting Lender (calculated as in effect immediately prior to such Lender becoming a Defaulting Lender) of the Letter of Credit Obligations outstanding after giving effect to any such requested Letter of Credit (or renewal, extension or amendment) to be held by Agent on its behalf on terms and conditions reasonably satisfactory to Agent and Issuing Bank or there are other arrangements reasonably satisfactory to Issuing Bank with respect to the participation in Letters of Credit by such Defaulting Lender. Such cash collateral shall be applied first to the Letter of Credit Obligations before application to any other Obligations, notwithstanding anything to the contrary contained in Section 6.7 hereof.

          (i) Notwithstanding anything to the contrary contained in this Agreement, in the event there is a Defaulting Lender, upon any extension of Swing Line Loans by the Swing Line Lender, each Non-Defaulting Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided interest and participation to the extent of such Non-Defaulting Lender’s Pro Rata Share of the liability with respect to such Swing Line Loan (it being understood that the Defaulting Lender’s Pro Rata Share is zero), but solely to the extent that the sum of any Non-Defaulting Lender’s Pro Rata Share of the outstanding Loans and its participations in Letters of Credit does not exceed the Commitment of such Non-Defaulting Lender. So long as there is a Defaulting Lender, Swing Line Lender shall not be required to make any Swing Line Loans in which the Defaulting Lender would have had a participation (but for being a Defaulting Lender), where the sum of the Non-Defaulting Lenders Pro Rata Share of the outstanding Loans and their participations in Letters of Credit after giving effect to any such Swing Line Loans would exceed the aggregate Commitments of such Non-Defaulting Lenders, unless Agent has cash collateral from Borrowers in an amount equal to the Pro Rata

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Share of the Defaulting Lender (calculated as in effect immediately prior to such Lender becoming a Defaulting Lender) of any such Swing Line Loans to be held by Agent on its behalf on terms and conditions reasonably satisfactory to Agent and Swing Line Lender or there are other arrangements reasonably satisfactory to Swing Line Lender with respect to the participation in Swing Line Loans by such Defaulting Lender. Such cash collateral shall be applied first to the Obligations relating to the Swing Line Loans before application to any other Obligations, notwithstanding anything to the contrary contained in Section 6.7 hereof.

          (j) If any Swing Line Loans or Letters of Credit are outstanding at the time a Lender becomes a Defaulting Lender then:

               (i) all or any part of the interests of Lenders in such Swing Line Loans and Letters of Credit, and Obligations arising pursuant thereto, shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares (as adjusted as provided herein, it being understood that the Defaulting Lender’s Pro Rata Share is zero) but only to the extent the sum of all non-Defaulting Lenders’ Pro Rata Shares in respect of outstanding Loans and Letters of Credit (calculated before giving effect to such adjustment) plus such Defaulting Lender’s Pro Rata Share (calculated as in effect immediately prior to it becoming a Defaulting Lender) of such Loans and Letters of Credit does not exceed the total of all Non-Defaulting Lenders’ Commitments; and

               (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, Borrowers shall within one (1) Business Day following notice by Agent (A) first, prepay such Defaulting Lender’s Pro Rata Share (calculated as in effect immediately prior to it becoming a Defaulting Lender) of any Swing Line Loans (after giving effect to any partial reallocation pursuant to clause (i) above) and (B) second, provide to Agent cash collateral to be held by Agent on behalf of Issuing Bank on terms and conditions reasonably satisfactory to Agent in an amount equal to the Defaulting Lender’s Pro Rata Share (calculated as in effect immediately prior to it becoming a Defaulting Lender), in each case under clauses (A) and (B) after giving effect to any partial reallocation pursuant to paragraph (i) above).

          (k) Notwithstanding anything to the contrary contained in this Agreement, in the event that there is a Defaulting Lender, Administrative Borrower and Agent shall each have the right, on prior written notice to the other, to cause the Defaulting Lender to, and upon the exercise by Administrative Borrower or Agent of such right, such Defaulting Lender shall have the obligation to, sell, assign and transfer to such Eligible Transferee as Administrative Borrower may specify, or as Agent may specify with the consent of the Administrative Borrower, the Commitment of such Defaulting Lender and all rights and interests of such Defaulting Lender pursuant thereto (without payment of the assignment fee and with any other costs and expenses to be paid by Borrowers in such instance); provided that neither Agent nor any Lender shall have any obligation to Borrowers to find a replacement Lender. Such purchase and sale shall be pursuant to the terms of an Assignment and Acceptance (whether or not executed by the Defaulting Lender). Such purchase and sale shall be effective on the date of the payment of the amounts required under such Assignment and Acceptance to the Defaulting Lender and the Commitment of the Defaulting Lender shall terminate on such date. Nothing in this Section 6.13 shall impair any rights that any Borrower, Agent, any Lender or Issuing Bank may have against any Lender that is a Defaulting Lender.

          (l) Nothing in this Section or elsewhere in this Agreement or the other Financing Agreements shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights or remedies that any Borrower may have against a Lender as a result of any default by such Lender hereunder in fulfilling its Commitment.

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     6.14 Obligations Several; Independent Nature of Lenders’ Rights. The obligation of each Lender hereunder is several, and no Lender shall be responsible for the obligation or commitment of any other Lender hereunder. Nothing contained in this Agreement or any of the other Financing Agreements and no action taken by the Lenders pursuant hereto or thereto shall be deemed to constitute the Lenders to be a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and subject to Section 14.3 hereof, each Lender shall be entitled to protect and enforce its rights arising out of this Agreement and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

     6.15 Bank Products. Borrowers and Guarantors, or any of their Subsidiaries, may (but no such Person is required to) request that the Bank Product Providers provide or arrange for such Person to obtain Bank Products from Bank Product Providers, and each Bank Product Provider may, in its sole discretion, provide or arrange for such Person to obtain the requested Bank Products. Borrower and its Subsidiaries acknowledge and agree that the obtaining of Bank Products from Bank Product Providers (a) is in the sole discretion of such Bank Product Provider, and (b) is subject to all rules and regulations of such Bank Product Provider. To the extent that the obligations liabilities and indebtedness owing to any Bank Product Provider constitute Obligations in accordance with the definition thereof, such Bank Product Provider shall be deemed a third party beneficiary hereto for purposes of any reference in any of the Financing Agreements to the parties for whom Agent is acting; provided, that, the rights of such Bank Product Provider hereunder and under any of the other Financing Agreements shall consist exclusively of such Bank Product Provider’s right to share in payments and collections out of the Collateral as set forth herein and shall be subject in all respects to Section 13.3 hereof. In connection with any such distribution of payments and collections, Agent shall be entitled to assume that no amounts are due to any Bank Product Provider unless such Bank Product Provider has notified Agent and Administrative Borrower in writing of any such liability owed to it as of the date of any such distribution.

SECTION 7. COLLATERAL REPORTING AND COVENANTS

     7.1 Collateral Reporting.

          (a) Borrowers shall provide Agent with the following documents in a form reasonably satisfactory to Co-Collateral Agents:

               (i) as soon as possible after the end of each fiscal month (but in any event within twenty (20) days after the end of any fiscal month that is not also the end of a fiscal quarter and thirty (30) days after the end of any fiscal month that is also the end of a fiscal quarter), (A) a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of the last Business Day of the immediately preceding period, duly completed and executed by a Responsible Officer of Parent, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed, (B) inventory reports by division, location and the categories of raw materials, finished goods and work-in-process (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties or consignees and including reports of standard costs, lower of cost or market and purchase price variance), (C) reconciliation of inventory as set forth in the perpetual inventory reports and general ledger of Borrowers and to the most recent monthly financial statement delivered pursuant to Section 9.1(c) hereof, (D) agings of accounts receivable (together with a reconciliation to the previous period’s aging and the general ledger and to the most recent monthly financial statement delivered pursuant to Section 9.1(c) hereof), (E) agings of outstanding accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors, and other third parties from time to time in possession of any Collateral);

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               (ii) In the event that Administrative Borrower so elects or Agent requires at any time an Event of Default exists or has occurred and is continuing or Excess Availability is less than the greater of $25,000,000 or twenty (20%) percent of the lesser of the Maximum Credit or the Borrowing Base, on a weekly basis (but in no event earlier than the fifth (5th) Business Day following the end of the immediately preceding fiscal month), the most recent Borrowing Base Certificate delivered pursuant to Section 7.1(a)(i), setting forth the calculation of the Borrowing Base, updated to include the following information and executed by a Responsible Officer of Parent: (A) inventory reports by division, location and the categories of raw materials, finished goods and work-in-process, (B) agings of accounts receivable and (C) agings of outstanding accounts payable; provided, that, in the event that Administrative Borrower elects to provide the foregoing more frequently than once each month, it shall do so for not less than twelve (12) consecutive weeks or such shorter period as Agent may reasonably agree;

               (iii) In the event that Administrative Borrower so elects or Agent requires at any time an Event of Default exists or has occurred and is continuing or Excess Availability is less than the greater of $25,000,000 or twenty (20%) percent of the least of the Maximum Credit, the Revolving Loan Limit, or the Borrowing Base, on a daily basis (A) a daily total for sales for the prior Business Day, and (B) a daily total for collections for the prior Business Day; provided, that, in the event that Administrative Borrower elects to provide the foregoing more frequently than once each month, it shall do so for not less than twelve (12) consecutive weeks or such shorter period as Agent may reasonably agree;

               (iv) as soon as possible after the end of each fiscal month (but in any event within twenty (20) days after the end of any fiscal month that is not also the end of a fiscal quarter and thirty (30) days after the end of any fiscal month that is also the end of a fiscal quarter), a certificate by a Responsible Officer of Parent consisting of: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property owned or leased by Borrowers where Inventory was regularly located in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments and the payment of charges of outside processors, except as described in such certificate, (B) the addresses of all new locations of Inventory owned or leased by Borrowers and Guarantors and of outside processors, acquired, opened or engaged since the date of the most recent certificate delivered to Agent under this clause (ii) (or in the case of the first such certificate, the date hereof), and (C) a report of any new deposit account established by any Borrower or Guarantor with any bank or other financial institution since the date of the most recent certificate delivered to Agent under this clause (ii) (or in the case of the first such certificate, the date hereof), except with respect to any deposit account where the balance is expected to be less than $100,000 in such deposit account, but only to the extent that the aggregate amount of funds in all deposit accounts not previously notified to Agent is less than $500,000, including in each case, the Borrower or Guarantor in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of such report;

               (v) upon Co-Collateral Agents’ reasonable request, (A) reports of tons of steel on hand to the extent such reports are maintained by Borrowers in tons prior to the date hereof, (B) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (C) copies of shipping and delivery documents, (D) summary reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (E) true, correct and complete copies of all principal agreements, documents or instruments evidencing Indebtedness for borrowed money or Capital Leases in excess of $1,000,000 that Agent has not otherwise received (provided, that, the Borrowers shall provide copies of such principal agreements, documents or instruments to the extent such principal agreements, documents or instruments evidence Indebtedness for borrowed money secured by a Permitted Lien on acquired assets or property described in

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clause (t) of Section 1.143 promptly after the acquisition of such assets or property) and (F) a certificate by a Responsible Officer of Parent stating that all sales, use and excise taxes (that are known by a Responsible Officer to be due and payable) have been paid when due as of the date of the certificate, except as specifically described in such certificate; and

               (vi) such other reports as to the Collateral as Co-Collateral Agents shall reasonably request from time to time.

          (b) Within ninety (90) days after the end of each fiscal year, the Borrowers shall provide to Agent a certificate of a Responsible Officer of Parent listing all United States applications or registrations of any material copyright, patent or trademark owned by a Borrower or Guarantor (except for trademark or service mark applications that have been filed with the U.S. Patent and Trademark Office on the basis of an “intent-to-use” with respect to such marks, unless and until a statement of use or amendment to allege use is filed and accepted) since the date of the prior certificate (or, in the case of the first such certificate, the date hereof).

          (c) Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of Agent or Co-Collateral Agents contained herein and in the event the calculation of the Borrowing Base as set forth in any Borrowing Base Certificate is inaccurate or in any manner conflicts with the terms hereof, Agent, Co-Collateral Agents and Lenders shall not be bound by the terms thereof to the extent of such inaccuracy, conflict or inconsistency. Without limiting the foregoing, Borrowers shall furnish to Co-Collateral Agents any information which Co-Collateral Agents may reasonably request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate. Subject to the limitations set forth herein, the Borrowing Base may be adjusted based on the information received by Agent or Co-Collateral Agents pursuant to this Agreement.

     7.2 Accounts Covenants.

          (a) Administrative Borrower shall notify Agent promptly of (i) the assertion of any claims, offsets, defenses or counterclaims by any account debtor of a Borrower, or any disputes with any account debtor of a Borrower or any settlement, adjustment or compromise thereof, to the extent any of the foregoing exceeds $3,000,000 in any one case or $5,000,000 in the aggregate and (ii) any change in the financial condition of any account debtor of a Borrower that Administrative Borrower reasonably believes could reasonably be expected to adversely affect in any material respect the payment of any Account owing by such account debtor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor of a Borrower except in the ordinary course of a Borrower’s business.

          (b) With respect to each Account of a Borrower: (i) the amounts shown on any invoice delivered to Agent or schedule thereof delivered to Agent shall be true and complete in all material respects, (ii) no payments shall be made thereon except in accordance with Section 6.6, and (iii) no credit, discount, allowance, extensions or agreements for any of the foregoing shall be granted to any account debtor except as are provided for in the reports furnished to Agent in accordance with Section 7.1 of this Agreement and except for credits, discounts, allowances, extensions or agreements made or given in the ordinary course of each Borrower’s business.

          (c) Agent shall have the right at any time or times at reasonable intervals and based on such samples of obligors in respect of Receivables as Agent may from time to time select, in Agent’s name or in the name of a nominee of Agent, to verify the validity, amount or any other matter affecting the payment of any Receivables or other related Collateral, by mail, telephone (during which a representative of Administrative Borrower may be present), facsimile transmission or otherwise. Prior to sending any

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forms to the account debtors, Agent will consult with Administrative Borrower with respect to, and provide to Administrative Borrower copies of, such forms of letter and other correspondence pursuant to which Agent conducts its account verifications in respect of the Accounts of Borrowers.

     7.3 Inventory Covenants. With respect to the Inventory: (a) each Borrower shall at all times maintain inventory records that are correct and accurate in all material respects and itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors shall conduct a physical count of the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, but at any time or times (but not more frequently than once in any fiscal quarter) as Agent may reasonably request at any time a Default or an Event of Default exists or has occurred and is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent at least once each fiscal quarter if any such counts are performed within such quarter, or otherwise once each fiscal year, with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to a Borrower which is in transit to the locations set forth or permitted herein; (d) Borrowers shall deliver or cause to be delivered to Agent, at Borrowers’ expense, written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent (and by an appraiser selected from a list of Agent-approved appraisers to be supplied by Agent to the Administrative Borrower containing not fewer than two appraisers, as such list may be augmented to include additional appraisers at the reasonable request of the Administrative Borrower or otherwise amended by Agent, from time to time), addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely, upon Agent’s request up to two (2) times in any twelve (12) consecutive month period, or at any time or times as Excess Availability shall be less than the greater of $25,000,000 or twenty (20%) percent of the least of the Maximum Credit, the Borrowing Base or the Revolving Loan Limit, up to three (3) times in any twelve (12) consecutive month period, or at any other time or times as Agent may request at any time an Event of Default shall exist or have occurred and be continuing or at any other time at Agent’s expense; (e) as between Agent and Lenders, on the one hand, and Borrowers, on the other hand, each Borrower assumes all responsibility and liability arising from or relating to the use, sale or other disposition of the Inventory (but nothing contained herein shall be construed as the basis for any liability of any Borrower as to any third party); (f) as of the date hereof, Borrowers do not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower to repurchase such Inventory but shall give Agent prior written notice if such practice changes together with such information with respect to the new policy as may reasonably be requested by Agent; (g) Borrowers shall use commercially reasonable practices to keep the Inventory generally in good and marketable condition in the ordinary course of business; and (h) Borrowers shall not acquire or accept any Inventory on consignment or approval unless such Inventory has been identified in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof when required to be included in such report or Agent has otherwise received prior written notice thereof in form and substance reasonably satisfactory to Agent.

     7.4 Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) Borrowers shall deliver or cause to be delivered to Co-Collateral Agents any written appraisals as to the Equipment and Mortgaged Fee Properties conducted by or on behalf of Borrowers or Term Loan Agent (and provided to Term Loan Agent or any Term Loan Lender); (b) Borrowers shall keep all Equipment useful and necessary in the business of Borrowers, taken as a whole, in good working order and condition (ordinary wear and tear excepted); and (c) as between Agent and Lenders, on the one

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hand, and Borrowers and Guarantors, on the other hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use, sale or other disposition of the Equipment or Real Property (but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party).

     7.5 Power of Attorney. Each Borrower and Guarantor hereby irrevocably designates and appoints Agent (and all persons designated by Agent) as such Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes Agent, in such Borrower’s, Guarantor’s or Agent’s name, subject to the terms of the Intercreditor Agreement and the obligation of Agent to comply with applicable laws, to: (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on any Collateral (to the extent such payment is due), (ii) enforce payment of any of the Collateral by legal proceedings or otherwise, (iii) exercise all of such Borrower’s or Guarantor’s rights and remedies to collect any Collateral, (iv) subject to pre-existing rights and licenses with respect to the Term Loan Priority Collateral, sell or assign any Collateral upon such terms, for such amount and at such time or times as the Agent deems advisable, (v) settle, adjust, compromise, extend or renew any of the Collateral, (vi) discharge and release any Collateral, (vii) prepare, file and sign such Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any Collateral, (viii) clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Bureau of Customs and Border Protection or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, (ix) sign, subject to the Intercreditor Agreement, such Borrower’s or Guarantor’s name on notices to account debtors or any secondary obligors or other obligors in respect of Collateral, and (x) do all acts and things which are necessary, in Agent’s reasonable determination, to protect, preserve or realize upon the Collateral or otherwise to exercise any of the rights and remedies of Agent hereunder and under the other Financing Agreements and (b) at any time a Dominion Event exists to (i) take control in any manner of any item of payment received in or for deposit in the Concentration Accounts or other Cash Management Accounts in accordance with this Agreement and any of the other Financing Agreements and (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Collateral are sent or received if a Dominion Event exists, and (c) at any time to (i) take control of, subject to the Intercreditor Agreement, any item of payment constituting Collateral that is comes into the possession of Agent or any Lender (and remit such item to a Cash Management Account or Concentration Account), (ii) endorse, subject to the Intercreditor Agreement, such Borrower’s or Guarantor’s name upon any items of payment in respect of Collateral received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iii) endorse, subject to the Intercreditor Agreement, such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (iv) sign such Borrower’s or Guarantor’s name on any verification of amounts owing constituting Collateral. Each Borrower and Guarantor hereby releases Agent and Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of Agent’s or any Lender’s own, or their respective officers’, employees’ or designees’, gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction.

     7.6 Right to Cure. Subject to the Intercreditor Agreement, Co-Collateral Agents may, at their option, upon prior notice to Administrative Borrower, at any time an Event of Default exists or has occurred and is continuing (a) cure any default by any Borrower or Guarantor under any material

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agreement with a third party that affects the Collateral, its value or the ability of Agent to collect, sell or otherwise dispose of the Collateral or the rights and remedies of Agent or any Lender therein or the ability of any Borrower or Guarantor to perform its obligations hereunder or under any of the other Financing Agreements, (b) pay or bond on appeal any judgment entered against any Borrower or Guarantor, (c) discharge taxes, liens, security interests or other encumbrances at any time levied on or existing with respect to the Collateral and (d) pay any amount, incur any expense or perform any act which, in Co-Collateral Agents’ judgment, is necessary or appropriate to preserve, protect, insure or maintain the Collateral and the rights of Agent and Lenders with respect thereto. Agent may add any amounts so expended to the Obligations and charge any Borrower’s account therefor or may demand immediate payment thereof. Co-Collateral Agents and Lenders shall be under no obligation to effect such cure, payment or bonding and shall not, by doing so, be deemed to have assumed any obligation or liability of any Borrower or Guarantor.

     7.7 Access to Premises. From time to time as reasonably requested by Agent, at the cost and expense of Borrowers, (a) Agent or its designee shall have reasonable access to all of each Borrower’s and Guarantor’s premises during normal business hours and after reasonable prior notice to Administrative Borrower, or at any time and without notice to Administrative Borrower if an Event of Default exists or has occurred and is continuing, for the purposes of inspecting, verifying and auditing the Collateral and all of each Borrower’s and Guarantor’s books and records, including the Records, and (b) each Borrower and Guarantor shall promptly furnish to Agent such copies of such books and records or extracts therefrom as Agent may reasonably request, and Agent or Agent’s designee may use during normal business hours such of any Borrower’s and Guarantor’s personnel, equipment, supplies and premises as may be reasonably necessary for the foregoing and if an Event of Default exists or has occurred and is continuing, subject to the Intercreditor Agreement, for the collection of Receivables and realization of other Collateral. Agent may conduct, at the expense of Borrowers, up to three (3) field examinations (or such lesser number as Agent may determine) with respect to the Collateral in any twelve (12) consecutive month period or at any time or times as Excess Availability shall be less than the greater of $25,000,000 or twenty (20%) percent of the least of the Maximum Credit, the Borrowing Base or the Revolving Loan Limit, up to four (4) times in any twelve (12) consecutive month period, or at any other time or times as Agent may request at any time an Event of Default shall exist or have occurred and be continuing or at any other time at Agent’s expense.

     7.8 Bills of Lading and Other Documents of Title.

          (a) On and after the date of this Agreement, Borrowers shall cause all bills of lading or other documents of title relating to goods purchased by a Borrower included or requested by Borrowers to be included as Eligible Inventory in the calculation of the Borrowing Base and set forth in the applicable Borrowing Base Certificate which are outside the United States of America and in transit to the premises of such Borrower or the premises of a Freight Forwarder in the United States of America (i) to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code and (ii) other than those relating to goods being purchased pursuant to a Letter of Credit, to be issued either to the order of Agent or such other person as Agent may from time to time designate for such purpose as consignee or such Borrower as consignee, as Agent may specify.

          (b) There shall be no more than three (3) originals of any such bills of lading and other documents of title relating to goods being purchased by a Borrower which are outside the United States of America and in transit to the premises of such Borrower or the premises of a Freight Forwarder in the United States of America. As to any such bills of lading or other documents of title, unless and until Agent shall direct otherwise, (i) two (2) originals of each of such bill of lading or other document of title shall be delivered to such Freight Forwarder as such Borrower may specify and that is party to a Collateral Access Agreement and (ii) one (1) original of each such bill of lading or other document of title

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shall be delivered to Agent. To the extent that the terms of this Section have not been satisfied as to any Inventory, such Inventory shall not constitute Eligible Inventory, except as Agent may otherwise agree.

SECTION 8. REPRESENTATIONS AND WARRANTIES

     All representations and warranties made in this Agreement or any of the other Financing Agreements shall survive the execution and delivery of this Agreement and shall be deemed to have been made again to Agent and Lenders on the date of each additional borrowing or Letter of Credit issued hereunder, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date). Each Borrower and Guarantor hereby represents and warrants to Agent, Lenders and Issuing Bank the following:

     8.1 Financial Condition.

          (a) The audited consolidated balance sheets of Parent and its consolidated Subsidiaries as of November 2, 2008 and October 28, 2007 and the consolidated statements of income, shareholders’ equity and cash flows for the three fiscal years ended November 2, 2008 reported on by and accompanied by unqualified reports from Ernst & Young, LLP, present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of Parent and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes). During the period from November 2, 2008 to and including the Closing Date, there has been no sale, transfer or other disposition by Parent and its consolidated Subsidiaries of any material part of the business or property of Parent and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of Parent and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to Agent and Lenders on or prior to the Closing Date.

          (b) The pro forma balance sheet and statements of operations of Parent and its consolidated Subsidiaries, copies of which have heretofore been furnished to Agent and each Lender, are the balance sheet and statements of operations of Parent and its consolidated Subsidiaries as of August 2, 2009 adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and on November 3, 2008, for purposes of the statement of operations), to the consummation of the Transactions, and the Loans and Letters of Credit hereunder on the Closing Date.

     8.2 No Change; Solvent. There has not been any event, change, circumstance or development (including any damage, destruction or loss whether or not covered by insurance) which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect on Parent and its consolidated Subsidiaries. Since the Closing Date, except as and to the extent disclosed on Schedule 8.2, there has been no development or event relating to or affecting any Borrower or Guarantor which has had or could reasonably be expected to have a Material Adverse Effect (after giving effect to: (a) the consummation of the Transactions, (b) the making of the Loans and Letters of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (c) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby). Since November 2, 2008, except otherwise permitted under this Agreement and each of the other Financing Agreements, no dividends or other distributions have been declared, paid or made upon the Equity Interests of Parent, nor have any of the Equity Interests of Parent

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been redeemed, retired, purchased or otherwise acquired for value by Parent or any of its Subsidiaries. As of the date hereof, after the creation of the Obligations, the security interests of Agent and after giving effect to the consummation of the transactions described in preceding clauses (a) through (c) of the second preceding sentence, each Borrower is Solvent.

     8.3 Corporate Existence; Compliance with Law. Each Borrower and Guarantor (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right could not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     8.4 Corporate Power; Authorization; Enforceable Obligations. Each Borrower and Guarantor has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Financing Agreements to which it is a party and, in the case of each Borrower or Guarantor, to obtain Loans and Letters of Credit hereunder, and each such Borrower or Guarantor has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Financing Agreements to which it is a party and, in the case of each Borrower, to authorize the Loans or Letters of Credit to it, if any, on the terms and conditions of this Agreement and any requests for Letters of Credit. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Borrower or Guarantor in connection with the execution, delivery, performance, validity or enforceability of the Financing Agreements to which it is a party or, in the case of each Borrower, with Loans and Letters of Credit to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 8.4, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the security interests created hereunder and by the other Financing Agreements (to the extent provided herein and therein), and (c) consents, authorizations, notices and filings which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by each Borrower and Guarantor, and each of the other Financing Agreements to which any Borrower or Guarantor is a party will be duly executed and delivered on behalf of such Borrower or Guarantor. This Agreement constitutes a legal, valid and binding obligation of each Borrower and Guarantor and each of the other Financing Agreements to which any Borrower or Guarantor is a party when executed and delivered will constitute a legal, valid and binding obligation of such Borrower or Guarantor, enforceable against such Borrower or Guarantor in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

     8.5 No Legal Bar. The execution, delivery and performance of the Financing Agreements by any Borrower or Guarantor, the Loans and Letters of Credit hereunder and the use of the proceeds thereof (a) will not (i) to the knowledge of any Responsible Officer of any Borrower or Guarantor, violate any of the Anti-Terrorism Laws or (ii) violate any Requirement of Law (other than the Anti-Terrorism Laws) or Contractual Obligation of such Borrower or Guarantor in any respect that has or could reasonably be expected to have a Material Adverse Effect and (b) will not result in, or require the creation or imposition

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of any Lien (other than Permitted Liens) on any of its properties or revenues pursuant to any such Requirement of Law or Contractual Obligation.

     8.6 No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best of the knowledge of any Borrower or Guarantor, threatened by or against Parent or any of its Subsidiaries or against any of their respective properties or revenues, (a) except as described on Schedule 8.6, which is so pending or threatened at any time on or prior to the Closing Date and relates to any of the Financing Agreements or any of the transactions contemplated hereby or thereby or (b) which could reasonably be expected to have a Material Adverse Effect.

     8.7 No Default. No Default or Event of Default has occurred and is continuing.

     8.8 Ownership of Property; Liens. Each of Parent and its Subsidiaries has good title in fee simple to, or a valid leasehold interest in, all its Mortgaged Fee Properties, and good title to, or a valid leasehold interest in, all its other material property and none of such property is subject to any Lien or other encumbrance, except for Permitted Liens. Except for the Excluded Real Properties, the Mortgaged Fee Properties as listed on Part I of Schedule 1.120 together constitute all the material real properties owned in fee by Borrowers and Guarantors as of the Closing Date.

     8.9 Intellectual Property. Parent and each of its Subsidiaries owns, or has the legal right to use, all Intellectual Property and Foreign Intellectual Property necessary for each of them to conduct its business as currently conducted except for those the failure to own or have such legal right to use could not be reasonably expected to have a Material Adverse Effect. Except as provided on Schedule 8.9, no claim has been asserted and is pending by any Person against Parent or any of its Subsidiaries challenging or questioning the use of any such Intellectual Property or Foreign Intellectual Property or the validity or effectiveness of any such Intellectual Property or Foreign Intellectual Property, nor does any Borrower or Guarantor Party know of any such claim, and, to the best of the knowledge of any Borrower or Guarantor, the use of such Intellectual Property or Foreign Intellectual Property by Parent and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements which in the aggregate, could not be reasonably expected to have a Material Adverse Effect. To the best of any Borrower’s or Guarantor’s actual knowledge, no trademark, servicemark, copyright or other Intellectual Property or Foreign Intellectual Property at any time used by any Borrower or Guarantor which is owned by another person, or owned by such Borrower or Guarantor subject to any security interest, lien, collateral assignment, pledge or other encumbrance in favor of any person other than Agent, is affixed to or incorporated or used in any Eligible Inventory, except (a) to the extent permitted by such person or (b) that would not materially impair the Agent’s or Lenders’ rights or remedies with respect to such Eligible Inventory under applicable law.

     8.10 No Burdensome Restrictions. Neither Parent nor any of its Subsidiaries is in violation of (a) to the knowledge of any Responsible Officer of any Borrower or Guarantor, any Anti-Terrorism Law or (b) any Requirement of Law (other than an Anti-Terrorism Law) or Contractual Obligation of or applicable to Parent or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect.

     8.11 Taxes. Except for any taxes with respect to which the failure to pay individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect and except for taxes the validity of which are currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided on the books of Parent or its Subsidiaries, as the case may be, each of Parent and its Subsidiaries has filed or caused to be filed all United States federal income tax returns and all other material tax returns which are required to be filed by it and has paid (a) all taxes shown to be due and payable on such returns and (b) all taxes

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shown to be due and payable on any assessments of which it has received notice made against it or any of its property (including the Mortgaged Fee Properties) and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority; and no tax lien or other encumbrance has been filed, and no claim is being asserted, with respect to any such tax, excluding, however, any Lien on the Mortgaged Fee Properties existing on the Closing Date.

     8.12 Federal Regulations. No part of the proceeds of any Loans or Letters of Credit will be used for any purpose which violates the provisions of the Regulations of the Board, including without limitation, Regulation T, Regulation U or Regulation X of the Board. If requested by any Lender or Agent, Administrative Borrower will furnish to Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, referred to in said Regulation U.

     8.13 Employee Benefits.

          (a) Each Pension Plan is in compliance in all respects with the applicable provisions of ERISA, the Code and other Federal or State law where the failure to comply has or could reasonably be expected to have a Material Adverse Effect. Each Pension Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and to the best of any Borrower’s or Guarantor’s knowledge, nothing has occurred which would cause the loss of such qualification, which has or could reasonably be expected to have a Material Adverse Effect. Each Borrower and its ERISA Affiliates have made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

          (b) There are no pending, or to the best of any Borrower’s or Guarantor’s knowledge, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has or could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan where it has or could reasonably be expected to have a Material Adverse Effect.

          (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) based on the latest valuation of each Pension Plan and on the actuarial methods and assumptions employed for such valuation (determined in accordance with the assumptions used for funding such Pension Plan pursuant to Section 412 of the Code), the aggregate current value of accumulated benefit liabilities of such Pension Plan under Section 4001(a)(16) of ERISA does not exceed the aggregate current value of the assets of such Pension Plan or, to the extent that the aggregate current value of accumulated benefit liabilities of such Pension Plan under Section 4001(a)(16) of ERISA exceeds the aggregate current value of the assets of such Pension Plan, such underfunding could not reasonably be expected to have a Material Adverse Effect and Borrowers and Guarantors have complied and shall continue to comply with the requirements of ERISA with respect to the funding of their Pension Plans; (iii) each Borrower and Guarantor, and their ERISA Affiliates, have not incurred and do not reasonably expect to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA) which has or could reasonably be expected to have a Material Adverse Effect; (iv) each Borrower and Guarantor, and their ERISA Affiliates, have not incurred and do not reasonably expect to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan which has or could reasonably be expected to have a Material Adverse Effect; and (v) each Borrower and Guarantor, and their ERISA Affiliates, have not engaged in a transaction that would be subject to Section 4069 or 4212(c) of ERISA that has or could reasonably be expected to have a Material Adverse Effect.

     8.14 Collateral.

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          (a) Upon execution and delivery hereof and thereof by the parties hereto and thereto, this Agreement and the other Financing Agreements that include the grant of a security interest in or Lien or mortgage on any property or assets (other than the Excluded Property and the Excluded Real Properties) of any Borrower or Guarantor to secure the Obligations, will be effective to create (to the extent described herein and therein) in favor of Agent for the benefit of the Secured Parties, a valid security interest (to the extent provided herein and therein) in the Collateral described herein and therein, except (i) as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing, and (iv) with respect to the enforceability of such Liens, Collateral for which the perfection of Liens thereon require filings in or other actions under the laws of a jurisdiction outside of the United States of America, any state, territory or political division thereof or the District of Columbia or the recording of an assignment or other transfer of title to the Agent, or the recording of other applicable documents in the United States Patent and Trademark Office of the United States Copyright Office.

          (b) Such security interests, other than those with respect to the Specified Assets, are, or in the case of Collateral in which any Borrower or Guarantor obtains rights after the date hereof will be, with respect to Working Capital Priority Collateral (as defined in the Intercreditor Agreement), perfected, first priority security interests, subject as to priority only to the Permitted Liens that have priority by operation of law or by agreement and with respect to Term Loan Priority Collateral, perfected second priority security interests, subject as to priority only to the Permitted Liens that have priority by operation of law or by agreement and upon (i) in the case of all Collateral in which a security interests may be perfected by filing a financing statements under the UCC, the filing of the UCC financing statement naming such Borrower or Guarantor as “debtor” and Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Borrower’s or Guarantor’s name on Schedule 8.14 hereof (as such schedule may be amended or supplemented from time to time), (ii) with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract, the execution of Control Agreements, (iii) in the case of U.S. copyrights, trademarks and patents to the extent that UCC financing statements may be insufficient to establish the rights of a secured party as to certain parties, the recording of the appropriate filings based on the form of Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, as applicable, executed pursuant hereto in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations (as defined in the UCC), the execution by the issuer or any nominated person of an agreement granting control to Agent over such letter-of-credit rights, (v) in the case of electronic chattel paper, the completion of steps necessary to grant control to Agent over such electronic chattel paper, (vi) in the case of Commercial Tort Claims arising after the date hereof, sufficient identification of such Commercial Tort Claims and compliance by the Borrower with the second sentence of Section 5.7(g), in each case with respect to clauses (ii) through (vi) above, such perfection only to the extent required pursuant to Section 5.2.

     8.15 Investment Company Act; Other Regulations. None of the Borrowers is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act. None of the Borrowers is subject to regulation under any Federal or State statute or regulation (other than Regulation X of the Board) which limits its ability to incur Indebtedness as contemplated hereby.

     8.16 Subsidiaries. Schedule 8.16 sets forth all the Subsidiaries of Parent at the Closing Date (after giving effect to the Transactions), the jurisdiction of their organization and the direct or indirect ownership interest of Parent therein.

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     8.17 Purpose of Loans. The proceeds of Revolving Loans, Swing Line Loans and Letters of Credit shall be used by to finance the working capital and business requirements of, and for general corporate purposes of, Borrowers and Guarantors.

     8.18 Environmental Compliance.

          (a) Except as set forth on Schedule 8.18 hereto, Borrowers, Guarantors and any Subsidiary of any Borrower or Guarantor have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off its premises (whether or not owned by it) in any manner which at any time violates any applicable Environmental Law or Permit where such violation has or could reasonably be expected to have a Material Adverse Effect, and the operations of Borrowers, Guarantors and any Subsidiary of any Borrower or Guarantor complies with all Environmental Laws and all Permits where the failure to so comply has or could reasonably be expected to have a Material Adverse Effect.

          (b) Except as set forth on Schedule 8.18 hereto, there has been no investigation by any Governmental Authority or any proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to the best of any Borrower’s or Guarantor’s knowledge threatened in writing, with respect to any non compliance with or violation of the requirements of any Environmental Law by any Borrower or Guarantor and any Subsidiary or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter, which in each instance, has or could reasonably be expected to have a Material Adverse Effect.

          (c) Except as set forth on Schedule 8.18 hereto, Borrowers, Guarantors and their Subsidiaries have no liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials which in any case or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect.

          (d) Except as set forth on Schedule 8.18 hereto, Borrowers, Guarantors and their Subsidiaries have all Permits required to be obtained or filed in connection with the operations of Borrowers and Guarantors under any Environmental Law and all Permits are valid and in full force and effect where the failure to do so has or could reasonably be expected to have a Material Adverse Effect.

     8.19 Name; State of Organization; Chief Executive Office; Collateral Locations.

          (a) As of the Closing Date, the exact legal name of each Borrower and Guarantor is as set forth on the signature page of this Agreement and in Schedule 8.19 hereto. No Borrower or Guarantor has, during the five years prior to the date of this Agreement, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, except as set forth in Schedule 8.19.

          (b) As of the Closing Date, each Borrower and Guarantor is an organization of the type and organized in the jurisdiction set forth in Schedule 8.19 and Schedule 8.19 accurately sets forth the organizational identification number of each Borrower and Guarantor or accurately states that such Borrower or Guarantor has none and accurately sets forth the federal employer identification number of each Borrower and Guarantor.

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          (c) Schedule 8.19 identifies (i) the chief executive office and mailing address of each Borrower and Guarantor, (ii) a location within the United States or Canada at which a copy of Records concerning Accounts and Inventory of each Borrower and Guarantor are maintained and (iii) any and all locations which are not owned by a Borrower or Guarantor as of the date hereof where Inventory is located (other than such locations where inventory is located having a value not in excess of $150,000 at any one location, and not exceeding $1,000,000 in the aggregate), and sets forth the owners and/or operators thereof, in each case subject to the rights of any Borrower or Guarantor to move its chief executive office, change its mailing address, change the location at which Records are maintained or establish new locations in accordance with Sections 9.4 and 9.8 below.

     8.20 Labor Disputes.

          (a) Set forth on Schedule 8.20 is a list (including dates of termination) of all collective bargaining or similar agreements between or applicable to each Borrower and Guarantor and any union, labor organization or other bargaining agent in respect of the employees of any Borrower or Guarantor on the date hereof.

          (b) Except as could not be reasonably expected to have a Material Adverse Effect, there is (i) no unfair labor practice complaint pending against any Borrower or Guarantor or, to the best of any Borrower’s or Guarantor’s knowledge, threatened in writing against it, before the National Labor Relations Board, and no grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending on the date hereof against any Borrower or Guarantor or, to best of any Borrower’s or Guarantor’s knowledge, threatened against it, and (ii) no strike, labor dispute, slowdown or stoppage is pending against any Borrower or Guarantor or, to the best of any Borrower’s or Guarantor’s knowledge, threatened against any Borrower or Guarantor.

     8.21 Bank Accounts. All of the deposit accounts, investment accounts or other accounts in the name of or used by any Borrower or Guarantor (other then the TL Deposit Account (as defined in the Intercreditor Agreement)) maintained at any bank or other financial institution are set forth on Schedule 8.21 hereto, subject to the right of each Borrower and Guarantor to establish new accounts in accordance with Section 5.2 hereof.

     8.22 Insurance. Schedule 8.22 sets forth a complete and correct listing of all insurance that is (a) maintained by Borrowers and Guarantors and (b) material to the business and operations of Parent and its Subsidiaries taken as a whole and maintained by Subsidiaries other than Borrowers and Guarantors, in each case as of the Closing Date, with the amounts insured (and any deductibles) set forth therein.

     8.23 Eligible Accounts. As of the date of any Borrowing Base Certificate, all Accounts included in the calculation of Eligible Accounts on such Borrowing Base Certificate satisfy all requirements of an “Eligible Account” hereunder.

     8.24 Eligible Inventory. As of the date of any Borrowing Base Certificate, all Inventory included in the calculation of Eligible Inventory on such Borrowing Base Certificate satisfy all requirements of an “Eligible Inventory” hereunder.

     8.25 Interrelated Businesses Borrowers and Guarantors make up a related organization of various entities constituting an overall economic and business enterprise. One or more of the Borrowers and Guarantors may from time to time purchase or sell goods from, to or for the benefit of, or render services, make loans or advances, or provide other financial accommodations to or for the benefit of, one or more of the other Borrowers and Guarantors. Borrowers and Guarantors each expect to derive substantial benefit from the Loans and other financial accommodations hereunder.

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     8.26 OFAC. No Borrower, Guarantor or Subsidiary of any Borrower or Guarantor: (a) is a Sanctioned Person, (b) has any of its assets in Sanctioned Entities, or (c) derives any of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. The proceeds of any Loan will not be used and have not been used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

     8.27 True and Correct Disclosure. As of the Closing Date, all information furnished by or on behalf of any Borrower or Guarantor to Agent and Lenders for purposes of or in connection with this Agreement, the other Financing Agreements or any transaction contemplated hereby or thereby, but excluding projections, is, taken as a whole, true and correct in all material respects on the date as of which such information is dated or certified and does not omit to state any material fact necessary to make such information (taken as a whole) not materially misleading in their presentation of Parent and its Subsidiaries (taken as a whole) at such time in light of the circumstances under which such information was provided. The written information hereafter furnished by or on behalf of any Borrower or Guarantor to Agent or any Lender in any Borrowing Base Certificate will be true and accurate in all material respects. No event or circumstance has occurred which has had or could reasonably be expected to have a Material Adverse Effect, which has not been fully and accurately disclosed to Agent in writing prior to the date hereof. It is understood that (a) no representation or warranty is made concerning the forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based, contained in any such information, reports, financial statements, exhibits or schedules, except that as of the date such forecasts, estimates, pro forma information, projections and statements were generated, (i) such forecasts, estimates, pro forma information, projections and statements were based on the good faith assumptions of the management of Parent and its Subsidiaries and (ii) such assumptions were believed by such management to be reasonable and (b) such forecasts, estimates, pro forma information and statements, and the assumptions on which they were based, may or may not prove to be correct.

     8.27 Delivery of Investment Documents. Borrowers have delivered to Agent a complete copy of the Investment Documents (including all exhibits, schedules, disclosure letters referred to therein or delivered pursuant thereto, if any) and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof in any material respect.

SECTION 9. AFFIRMATIVE COVENANTS

     9.1 Financial Statements.

          (a) Borrowers shall furnish or cause to be furnished to Agent for Agent to make available to each Lender (and Agent agrees to so make available such copies):

               (i) as soon as available, but in any event not later than the fifth (5^th) Business Day after the ninetieth (90^th) day following the end of each fiscal year of Parent ending on or after November 1, 2009, a copy of the consolidated balance sheet of Parent and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of operations, changes in common stockholders’ equity and cash flows for such year, setting forth in each case, in comparative form the figures for and as of the end of the previous year, reported on without a “going concern” or like qualification, exception, explanation or comment, or qualification arising out of the scope of the audit, by Ernst &Young, LLP or other independent certified public accountants of nationally recognized standing acceptable to Agent in its reasonable judgment (it being agreed that the furnishing of Parent’s annual report on Form 10-K for such year, as filed with the United States Securities and Exchange Commission, will satisfy the obligation under this Section 9.1(a)(i) with respect to such year except with respect to the

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requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit);

               (ii) as soon as available, but in any event not later than the fifth (5^th) Business Day after the forty-fifth (45^th) day following the end of each of the first three (3) quarterly periods of each fiscal year of Parent, the unaudited consolidated balance sheet of Parent and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operations and cash flows of Parent and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case, in comparative form the figures for and as of the corresponding periods of the previous year, certified by a Responsible Officer of Parent as being fairly stated in all material respects (subject to normal year-end audit and other adjustments) (it being agreed that the furnishing of Parent’s quarterly report on Form 10-Q for such quarter, as filed with the United States Securities and Exchange Commission, will satisfy the obligations under this Section 9.1(a)(ii) with respect to such quarter);

               (iii) as soon as available, but in any event not later than the fifth (5^th) Business Day following the thirtieth (30^th) day following the end of each fiscal month (other than any month that is the last month of a fiscal quarter), the unaudited consolidated monthly management reports of Parent and its consolidated Subsidiaries (and to the extent prepared by or on behalf of Parent or any of its Subsidiaries, unaudited consolidating monthly financial reports of Parent and its consolidated Subsidiaries) as at the end of such month in form and scope substantially consistent with prior monthly management reports of Parent received by Agent and Lenders prior to the date hereof (or otherwise reasonably satisfactory to Agent) including (A) an income report of Parent and its consolidated Subsidiaries for such month, setting forth in comparative form the figures for the immediately preceding fiscal month and as of the end of the corresponding month during the previous fiscal year (and to the extent otherwise prepared by or on behalf of Parent or any of its Subsidiaries, including a comparative form to the figures for and as of the end of the corresponding month in the business plan previously delivered applicable to such period under Section 9.2(a)(iii) hereof) and (B) a balance sheet of Parent and its consolidated Subsidiaries for such month setting forth in comparative form the figures for the immediately preceding fiscal month and as of the end of the immediately preceding fiscal year (and to the extent otherwise prepared by or on behalf of Parent or any of its Subsidiaries, including a comparative form to the figures for and as of the end of the corresponding month in the business plan previously delivered applicable to such period under Section 9.2(a)(iii) hereof); and

          (b) All such financial statements delivered pursuant to Sections 9.1(a)(i) or (a)(ii) to be (and, in the case of any financial statements delivered pursuant to subsection 9.1(a)(ii) shall be certified by a Responsible Officer of Parent as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to subsection 9.1(a)(ii) shall be certified by a Responsible Officer of Parent as being) prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing Date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in the case of any financial statements delivered pursuant to Section 9.1(a)(ii), for the absence of certain notes).

     9.2 Certificates; Other Information.

          (a) Borrowers shall furnish or cause to be furnished to Agent for delivery to each Lender (and Agent agrees to make and so deliver such copies):

               (i) concurrently with the delivery of the financial statements and reports referred to in Sections 9.1(a), a certificate signed by a Responsible Officer of Parent substantially in the form of

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Exhibit I hereto, together with a schedule thereto setting forth the calculations required to determine compliance (whether or not such compliance is at the time required) with the covenant set forth in subsection 11.1 and a written summary of material changes in GAAP and in the consistent application thereof that materially affected the financial covenant calculations for the applicable period;

               (ii) concurrently with the delivery of the financial statements referred to in Section 9.1(a), the insurance binder or other evidence of insurance for any insurance coverage of Borrowers, Guarantors or any Subsidiary, if any, that was renewed, replaced or modified during the period covered by such financial statements;

               (iii) as soon as available, but in any event not later than the fifth (5^th) Business Day after the ninetieth (90th) day after the beginning of each fiscal year of Parent, beginning with the fiscal year ending November 1, 2009, a copy of the annual business plan by Parent of the projected operating budget (including an annual consolidated balance sheet, income statement and statement of cash flows of Parent and its Subsidiaries in each case substantially in the same format and with the same scope of information as in the projections most recently provided to Agent prior to the date hereof) for such fiscal year, which projected financial statements shall be prepared on a monthly basis for such year and shall represent the reasonable estimate by Borrowers and Guarantors of the future financial performance of Parent and its Subsidiaries for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which Borrowers and Guarantors believe are reasonable as of the date of preparation in light of current and reasonably anticipated business conditions (it being understood that actual results may differ from those set forth in such projected financial statements), each such business plan to be accompanied by a certificate signed by a Responsible Officer of Parent to the effect that such Responsible Officer believes such projections to have been prepared on the basis set forth herein;

               (iv) substantially at the same time as the same are sent, copies of all financial statements and reports which Parent sends to its public security holders, and at substantially the same time as the same are filed, copies of all financial statements and periodic reports which Parent may file with the United States Securities and Exchange Commission or any successor or analogous Governmental Authority;

               (v) substantially at the same time as the same are filed, copies of all registration statements and any amendments and exhibits thereto, which Parent may file with the United States Securities and Exchange Commission or any successor or analogous Governmental Authority, and such other documents or instruments as may be reasonably requested by Agent in connection therewith; and

               (vi) promptly, such additional financial and other information as Agent or any Lender may from time to time reasonably request.

          (b) Borrowers and Guarantors hereby acknowledge that, subject to Section 15.5, Agent and/or its Affiliates may make available to Lenders and Issuing Bank materials and/or information provided by or on behalf of Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system.

          (c) Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the business of Borrowers and Guarantors to any court or other Governmental Authority or to any Lender or Participant or prospective Lender or Participant or any Affiliate of any Lender or Participant subject to Section 15.5 hereof. Each Borrower and Guarantor hereby irrevocably authorizes and requests that all accountants or auditors to deliver to Agent, at Borrowers’ expense, copies of the financial statements of any Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of any Borrower or Guarantor and to disclose to Agent

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and Lenders such information as they may have regarding the business of any Borrower and Guarantor with copies to Administrative Borrower. Agent will not meet with the accountants or auditors except after reasonable prior notice to Administrative Borrower and with the invitation to a Responsible Officer of Parent to be present.

     9.3 Payment of Obligations. Each Borrower and Guarantor shall, and shall cause any Subsidiary to, pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, including taxes, except (a) where the amount or validity thereof is currently being contested in good faith by appropriate proceedings diligently conducted and reserves in conformity with GAAP with respect thereto have been provided on the books of Parent or any of its Subsidiaries, as the case may be or (b) to the extent such failure to pay, discharge or otherwise satisfy the same could not reasonably be expected to have a Material Adverse Effect.

     9.4 Conduct of Business and Maintenance of Existence.

          (a) Each Borrower and Guarantor shall at all times (i) preserve, renew and keep in full force and effect its corporate or other organizational existence and rights and franchises with respect thereto and (ii) maintain in full force and effect all licenses, approvals, authorizations and Permits necessary to carry on its business, (iii) comply with all applicable Anti-Terrorism Laws, and (iv) comply with all Contractual Obligations and Requirements of Law (other than Anti-Terrorism Laws), except (A) in each case as permitted under Section 10.1 hereof or otherwise permitted hereunder or under any of the other Financing Agreements or (B) under clauses (i), (ii) or (iv) of this Section, as applicable, where the failure to do so, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect.

          (b) No Borrower or Guarantor shall change its name unless each of the following conditions is satisfied: (i) Agent shall have received not less than fifteen (15) days (or such shorter time as Agent may agree) prior written notice from Administrative Borrower of such proposed change in its corporate name, which notice shall accurately set forth the new name; and (ii) Agent shall have received a copy of the amendment to the certificate of incorporation, certificate of formation or other organizational document of such Borrower or Guarantor, as applicable, providing for the name change certified by the Secretary of State of the jurisdiction of incorporation or organization of such Borrower or Guarantor as soon as it is available.

          (c) No Borrower or Guarantor shall change its chief executive office or its mailing address or organizational identification number (or if it does not have one, shall not acquire one) unless Agent shall have received not less than fifteen (15) days’ (or such shorter time as Agent may agree) prior written notice from Administrative Borrower of such proposed change. No Borrower or Guarantor shall change its type of organization, jurisdiction of organization or other legal structure (except that a Borrower, Guarantor or Subsidiary may convert (either directly or by way of merger) into a corporation, limited liability company or limited partnership or other form of legal entity acceptable to Agent), unless Agent shall have received prior written notice from Administrative Borrower of such proposed change, which notice shall accurately set forth a description of the new form, and Agent shall have received such agreements, documents, and instruments as Agent may deem reasonably necessary or desirable in connection therewith and in no event will any Borrower or Guarantor change its jurisdiction to a jurisdiction outside the United States, without the prior written consent of Agent and Required Lenders.

          (d) No Borrower or Guarantor shall change the location set forth on Schedule 8.19 hereto at which a copy of all Records with respect to Accounts and Inventory of each Borrower and Guarantor are maintained, unless Agent shall have received prior written notice of the intention to change such location,

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which notice shall specify the new location in the United States of America at which such Records are proposed to be maintained.

     9.5 Maintenance of Property; Insurance.

          (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to (i) at all times, keep all property useful and necessary in the business of Parent and its Subsidiaries, taken as a whole, in good working order and condition and maintain with financially sound and reputable insurance companies insurance on all property material to the business of Parent and its Subsidiaries, taken as a whole, in at least such amounts (subject to customary deductibles with respect to policies of insurance issued by third parties and self-insured retentions other than, as to such self-insured retentions, with respect to Revolving Loan Priority Collateral having an aggregate value in excess of $500,000) and against at least such risks (but including in any event public liability, product liability and business interruption) as are consistent with the past practices of the Parent and its Subsidiaries and otherwise as are usually insured against in the same general area by companies engaged in the same or a similar business; (ii) furnish to Agent, upon written request, information in reasonable detail as to the insurance carried; and (iii) ensure that at all times Agent shall be named as additional insured with respect to liability policies (but without any liability for any premiums) and as a loss payee as its interests may appear with respect to casualty insurance policies pursuant to a non-contributory lender’s loss payable endorsements in form and substance satisfactory to Agent. Such lender’s loss payable endorsements shall specify that the proceeds of such insurance shall be payable to Agent as its interests may appear and further specify that Agent and Lenders shall be paid regardless of any act or omission by any Borrower, Guarantor or any of its or their Affiliates. All such policies shall provide for at least thirty (30) prior written notice to Agent of any cancellation or reduction of coverage. At any time an Event of Default exists or has occurred and is continuing, subject to the Intercreditor Agreement, Agent may act as attorney for each Borrower and Guarantor in obtaining, adjusting and settling such insurance with respect to Revolving Loan Priority Collateral. Unless and until an Event of Default or a Dominion Event exists or has occurred and is continuing (including after giving effect to any event giving rise to any claim under such insurance polices, including, but not limited to, any reduction in the Borrowing Base as a result of any loss, damage, destruction or other casualty with respect to any Collateral giving rise to any insurance claim), (A) Agent shall turn over to Administrative Borrower any amounts received by it as loss payee under any casualty insurance maintained by Parent and its Subsidiaries, the disposition of such amounts to be subject to the mandatory prepayments provided for herein and (B) Parent and/or the applicable Borrower or Guarantor shall have the sole right to adjust or settle any claims under such insurance.

          (b) With respect to any Real Property of Borrowers and Guarantors subject to a Mortgage:

               (i) If any portion of any such property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, such Borrower or Guarantor shall maintain or cause to be maintained, flood insurance to the extent required by law.

               (ii) The applicable Borrower or Guarantor promptly shall comply with and conform to (A) all provisions of each such insurance policy, and (B) all requirements of the insurers applicable to such party or to such property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of such property, except for such non-compliance or non-conformity as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The applicable Borrower or Guarantor shall not use or permit the use of such property in any manner which could reasonably be expected to result in the cancellation of any insurance policy or could reasonably be expected to void coverage required to be maintained with respect to such property pursuant to Section 9.5(a).

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               (iii) If any Borrower or Guarantor is in default of its obligations to insure or deliver any such prepaid policy or policies, the result of which could reasonably be expected to have a Material Adverse Effect, then Agent, at its option upon ten (10) days’ written notice to Administrative Borrower, may effect such insurance from year to year at rates substantially similar to the rate at which such Borrower or Guarantor had insured such property, and pay the premium or premiums therefor, and Borrowers shall pay to Agent on demand such premium or premiums so paid by Agent, which shall be part of the Obligations.

               (iv) If such property, or any part thereof, shall be destroyed or damaged and the reasonably estimated cost thereof would exceed $5,000,000 Administrative Borrower shall give prompt notice thereof to Agent. All insurance proceeds paid or payable in connection with any damage or casualty to any property shall be applied in the manner specified in Section 9.5(a).

     9.6 Notices. Borrowers and Guarantors shall promptly, but in any event within five (5) Business Days after a Responsible Officer knows or reasonably should know, notify Agent and each Lender of: (a) the occurrence of any Default or Event of Default; (b) any default or event of default under any Contractual Obligation of Parent or any of its Subsidiaries, other than as previously disclosed in writing to Agent and Lenders, which could reasonably be expected to have a Material Adverse Effect; (c) any litigation, investigation or proceeding which may exist at any time between Parent or any of its Subsidiaries and any Governmental Authority, which in either case, has or could reasonably be expected to have a Material Adverse Effect; (d) the occurrence of any default or event of default under the Term Loan Documents or the Convertible Notes; (e) any litigation or proceeding involving Collateral or affecting Parent or any of its Subsidiaries that is reasonably likely to result in an adverse determination and, if adverse, could reasonably be expected to have a Material Adverse Effect; (f) the occurrence of any ERISA Event; (g) the receipt of written notice of any material violation of any law which could reasonably be expected to have a Material Adverse Effect; (h) any release or discharge by Parent or any of its Subsidiaries of any Hazardous Materials required to be reported under applicable Environmental Laws to any Governmental Authority, unless Parent reasonably determines that the total costs arising out of such release or discharge could not reasonably be expected to have a Material Adverse Effect; (i) any condition, circumstance, occurrence or event not previously disclosed in writing to Agent that could reasonably be expected to result in liability or expense under applicable Environmental Laws, unless Parent reasonably determines that the total costs arising out of such condition, circumstance, occurrence or event could not reasonably be expected to have a Material Adverse Effect or could not reasonably be expected to result in the imposition of any Lien or other material restriction on the title, ownership or transferability of any facilities and properties owned, leased or operated by Parent or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect; and any proposed action to be taken by Parent or any of its Subsidiaries that could reasonably be expected to subject Parent or any of its Subsidiaries to any material additional or different requirements or liabilities under Environmental Laws, unless Parent reasonably determines that the total costs arising out of such proposed action could not reasonably be expected to have a Material Adverse Effect; (j) any loss, damage, or destruction to the Collateral in the amount of $1,000,000 or more, whether or not covered by insurance; (k) any and all default notices received under or with respect to any leased location or public warehouse where Collateral, either individually or in the aggregate, in excess of $1,000,000 is located. In addition, Borrowers and Guarantors shall notify Agent and each Lender at any time that a Responsible Officer has actual knowledge of, and has determined that, there has been a Material Adverse Effect. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Parent (and, if applicable, the relevant Affiliate or Subsidiary) setting forth details of the occurrence referred to therein and stating what action Parent (or, if applicable, the relevant Affiliate or Subsidiary) proposes to take with respect thereto. Borrowers and Guarantors shall furnish to Agent notice in writing of the details of any merger, consolidation or amalgamation or wind up, liquidation or dissolution of any Subsidiary of Parent as permitted pursuant to Section 10.1(c).

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     9.7 Environmental Laws. Each Borrower and Guarantor shall, and shall cause any Subsidiary to,

          (a) (i) comply substantially with, and require substantial compliance by all tenants, subtenants, contractors, and invitees with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain any and all Environmental Permits necessary for its operations as conducted and as planned; and (iii) require that all tenants, subtenants, contractors, and invitees obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted and as planned, with respect to any property leased or subleased from, or operated by Parent or its Subsidiaries, in each case under clauses (i), (ii) or (iii) where the failure to do so has or could reasonably be expected to have a Material Adverse Effect;

          (b) promptly comply, in all material respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders or directives (i) where the failure to comply has or could reasonably be expected to result in a Material Adverse Effect or (ii) as to which: (A) appropriate reserves have been established in accordance with GAAP; (B) an appeal or other appropriate contest is or has been timely and properly taken and is being diligently pursued in good faith; and (C) if the effectiveness of such order or directive has not been stayed, the failure to comply with such order or directive during the pendency of such appeal or contest has could reasonably be expected to result in a Material Adverse Effect;

          (c) maintain its existing program, if any, reasonably designed to ensure that all the properties and operations of Parent and its Subsidiaries are periodically reasonably reviewed by competent personnel to identify and promote compliance with and to reasonably and prudently manage any material costs related to compliance with Environmental Laws that affect Parent or any of its Subsidiaries, including compliance and liabilities relating to: discharges to air and water; acquisition, transportation, storage and use of Hazardous Materials; waste disposal; species protection; and recordkeeping required under Environmental Laws.

     9.8 New Inventory Locations. Each Borrower and Guarantor may only open any new location where any Inventory may be stored so long as (a) such locations are within the United States or its territories or Canada, (b) if it is a warehouse or distribution center such location is set forth in the applicable report provided for in Section 7.1(a) to the extent required under such Section or for any other location where Inventory having an aggregate value in excess of $150,000 is stored, Agent has received five (5) Business Days’ written notice within the time of the opening of any such new location and (c) upon Agent’s request, such Borrower or Guarantor shall use commercially reasonable efforts to obtain Collateral Access Agreements with respect to such locations (it being understood that Borrowers shall not be required to incur any expense, provide any security or agree to any adverse term or condition required in order to obtain such Collateral Access Agreements).

     9.9 Compliance with ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, each Borrower and Guarantor shall, and shall cause each of its ERISA Affiliates to: (a) maintain each Plan in compliance with the applicable provisions of ERISA, the Code and other Federal and State law; (b) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; (c) not terminate any Pension Plan so as to incur any liability to the Pension Benefit Guaranty Corporation; (d) not allow or suffer to exist any prohibited transaction involving any Plan or any trust created thereunder which would subject such Borrower, Guarantor or such ERISA Affiliate to a tax or other liability on prohibited transactions imposed under Section 4975 of the Code or ERISA; (e) make all required contributions to any Plan which it is obligated to pay under Section 302 of ERISA, Section 412 of the Code or the terms of such Plan; (f) not allow or suffer to exist any accumulated funding deficiency, whether or not waived, with respect to any such Pension Plan; (g) not engage in a

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transaction that could be subject to Section 4069 or 4212(c) of ERISA; or (h) not allow or suffer to exist any occurrence of a reportable event or any other event or condition which presents a risk of termination by the Pension Benefit Guaranty Corporation of any Plan that is a single employer plan, which termination could result in any liability to the Pension Benefit Guaranty Corporation.

     9.10 End of Fiscal Years. Each Borrower and Guarantor shall, for financial reporting purposes, cause its, and each of its Subsidiary’s fiscal years to end on the Sunday closest to October 31^st in any calendar year.

     9.11 Additional Guaranties and Collateral Security; Further Assurances.

          (a) In the case of the formation or acquisition by a Borrower or Guarantor of any Subsidiary after the date hereof (other than a Foreign Subsidiary or any Subsidiary of a Foreign Subsidiary), as to any such Subsidiary, (i) the Borrower or Guarantor forming such Subsidiary shall cause any such Subsidiary to execute and deliver to Agent, in form and substance reasonably satisfactory to Agent, a joinder agreement to the Financing Agreements in order to make such Subsidiary a party to this Agreement as a “Borrower” if it owns accounts or inventory that would constitute Eligible Accounts and Eligible Inventory or otherwise as a “Guarantor”, and a party to any guarantee as a “Guarantor” or pledge agreement as a “Pledgor”, in each case as applicable, which joinder agreement shall include, but not be limited to, supplements and amendments hereto and to any of the other Financing Agreements, authorization to file UCC financing statements, Collateral Access Agreements (to the extent required under Section 9.8), other agreements, documents or instruments contemplated under Section 5.2, corporate resolutions and other organization and authorizing documents of such Person, and, in addition, as a condition to any assets of such Subsidiary being included the Borrowing Base, except as Agent may otherwise agree, Agent shall have received favorable opinions of counsel to such person with respect to the enforceability of such joinder agreement and that as a result, the agreements to which such Subsidiary has been joined constitute the valid, binding and enforceable obligations of such Subsidiary, enforceable against it in accordance with the respective terms of such agreements and (ii) the Borrower or Guarantor forming such Subsidiary shall comply with the terms of Section 5.2 hereof with respect to the Equity Interests of such Subsidiary.

          (b) With respect to any owned real property or fixtures thereon, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, in which any Borrower or Guarantor acquires ownership rights at any time after the Closing Date, promptly following any request by Agent grant to Agent a Lien of record on all such owned real property and fixtures, upon terms reasonably satisfactory in form and substance to Agent, and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA); provided, that, (i) nothing in this Section 9.11(b) shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Financing Agreements which would attach or be perfected pursuant to the terms thereof without action by Parent, any of its Subsidiaries or any other Person, (ii) no such Lien shall be required to be granted as contemplated by this Section 9.11(b) on any owned real property or fixtures the acquisition of which is financed, or is to be financed within any time period permitted by Section 10.3(b), in whole or in part through the incurrence of Indebtedness permitted by subsection 10.3(b), until such Indebtedness is repaid in full (and not refinanced as permitted by subsection 10.3). In connection with any such grant to Agent of a Lien of record on any such real property in accordance with this subsection, Parent or such Subsidiary shall deliver or cause to be delivered to Agent any title searches in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or any title search as Agent shall reasonably request (in light of the value of such real property and the cost and availability of such title search and whether the delivery of such title search would be customary in connection with such grant of such Lien in similar circumstances).

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          (c) At the request of Agent at any time and from time to time, Borrowers and Guarantors shall, at their expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments, and do or cause to be done such further acts as may be reasonably necessary or proper to evidence, perfect, maintain and enforce (to the extent provided herein) the security interests and the Lien (subject to Permitted Liens) in the Collateral and to otherwise effectuate the provisions of this Agreement or any of the other Financing Agreements.

     9.12 Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after demand and identification thereof by Agent, all reasonable costs and expenses paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

SECTION 10. NEGATIVE COVENANTS

     10.1 Limitation on Fundamental Changes. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly,

          (a) enter into any merger, consolidation or amalgamation with any other Person or permit any other Person to merge into or with or consolidate with it, except that (i) any Subsidiary of Parent may be merged, consolidated or amalgamated with or into Parent (provided that Parent shall be the continuing

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or surviving entity) or with or into any one or more wholly owned Subsidiaries of Parent (provided that the wholly owned Subsidiary or Subsidiaries of Parent shall be the continuing or surviving entity); provided that if a party to such merger, consolidation or amalgamation is a Borrower or Guarantor, the continuing or surviving entity shall be a Borrower or Guarantor, (ii) any Subsidiary of Parent may be merged, consolidated or amalgamated pursuant to a Permitted Acquisition or Permitted Disposition, (iii) Parent may be merged, consolidated or amalgamated with or into a Parent Entity; provided, that, (A) if the Parent Entity shall be the continuing or surviving entity, such Parent Entity shall expressly assume all of the obligations of Parent under this Agreement and the other Financing Agreement to which Parent is a party executed and delivering to Agent a joinder and such other agreements, documents and instruments as Agent may reasonably request, in a form reasonably satisfactory to Agent (and thereafter shall be deemed to be “NCI Building Systems” and “Parent” for all purposes under this Agreement and such other Financing Agreements) and (B) after giving effect thereto, no Change of Control shall occur;

          (b) sell, issue, assign, lease, license, transfer, abandon or otherwise dispose of any of its Equity Interests or any of its property or assets to any other Person, except for Permitted Dispositions; provided, that, to the extent that any Disposition of any property or assets constituting Collateral is made as permitted by Section 10.1(a)(ii) or this Section 10.1(b), (including through any Disposition of any Subsidiary owning any such property or assets), other than to a Borrower or Guarantor, or to the extent that Agent and Required Lenders may consent to any other sale or other Disposition of any property or assets, concurrently with, and subject to the satisfaction of the conditions to such sale or other Disposition (including the receipt of the Net Cash Proceeds related thereto), effective upon the transfer of the title and ownership of such property or assets (including through any Disposition of any Subsidiary), (i) the Lien of Agent on the property or assets for which title and ownership is transferred shall be released and (ii) upon the written request of Administrative Borrower, Agent shall, at Borrowers’ expense, and Lenders hereby authorize Agent to, cause to be filed a UCC financing statement amendment or other release documents and take such other action necessary or reasonably desirable to evidence and effect the release by Agent of such property or assets from its security interest granted hereunder and under any other Financing Agreement and, if there is a Mortgage on such Collateral, execute and deliver to Administrative Borrower a release instrument with respect thereto; or

          (c) wind up, liquidate or dissolve except that any Guarantor (other than Parent) or Subsidiary of Parent may wind up, liquidate and dissolve; provided, that, in connection with any such winding up, liquidation or dissolution, (i) any Collateral of the Person so winding up, liquidating or dissolving that is a Borrower or Guarantor shall be duly and validly transferred and assigned to a Borrower or Guarantor and Agent shall maintain and have a perfected Lien upon all such assets and properties as so transferred on the terms and with the priority provided for in the Financing Agreements and (ii) in the case of a Borrower, (A) such Borrower shall not have any property or assets constituting Revolving Loan Priority Collateral and Agent shall have received a Borrowing Base Certificate that does not include any assets of such Borrower as part of the calculation of the Borrowing Base, and (B) simultaneously with the commencement of such winding up, liquidation or dissolution, its right to borrow hereunder shall automatically terminate and Agent and Lenders shall have no further obligations to make any Loans to, or provide any Letters of Credit for, such Person.

     10.2 Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any security interest, mortgage, pledge, Lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except the Permitted Liens.

     10.3 Indebtedness Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, incur, create, assume, become or be liable in any manner with respect to, or permit to exist,

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any Indebtedness, or guarantee of any Indebtedness, obligations or dividends of any other Person (other than pursuant to Permitted Guarantees), except:

          (a) the Obligations;

          (b) Indebtedness arising after the date hereof (including pursuant to Capital Leases) either:

               (i) incurred to finance or refinance the acquisition, leasing, construction or improvement of Equipment or Real Property or other fixed or capital assets, or

               (ii) secured by security interests, mortgages or other Liens on Equipment or Real Property or other fixed or capital assets acquired after the date hereof, or

               (iii) otherwise in respect of Capital Leases;

provided, that, (A) the aggregate principal amount of Indebtedness incurred under this clause (b) in any fiscal year of Parent shall not exceed $10,000,000 in the aggregate; provided, that, in the event that the aggregate principal amount of such Indebtedness incurred during any fiscal year commencing with the fiscal year of Parent ending on November 2, 2009 is less than $10,000,000 for such year, the amount by which $10,000,000 exceeds the amount of the Indebtedness incurred in such year may be carried forward to and incurred during the subsequent fiscal year only and in no event shall the aggregate principal amount of such Indebtedness incurred in any fiscal year after giving effect to any carry forward of amounts from the prior fiscal year or otherwise exceed $20,000,000 in the aggregate, and (B) any security interests, mortgages or other Liens on Equipment or Real Property provided for above shall not apply to any property or assets constituting Revolving Loan Priority Collateral;

          (c) Indebtedness of any Borrower, Guarantor or Existing Foreign Subsidiary to any other Borrower or Guarantor or any other Subsidiary of Parent;

          (d) Indebtedness of any Borrower or Guarantor entered into in the ordinary course of business pursuant to a Hedge Agreement; provided, that, (i) such arrangements are not for speculative purposes, and (ii) are with reputable financial institutions or vendors;

          (e) Indebtedness under the Term Loan Documents; provided, that, (i) the aggregate principal amount of such Indebtedness shall not exceed $150,000,000 outstanding at any time, and (ii) such Indebtedness is, and at all times shall be, subject to the terms and conditions of the Intercreditor Agreement;

          (f) Indebtedness evidenced by the Convertible Notes in the aggregate principal amount outstanding not to exceed $9,000,000; provided, that, all such Indebtedness shall be repaid, redeemed, defeased, discharged or otherwise acquired or retired in full no later than January 15, 2010, with payment therefor to be made only from the Convertible Note Account;

          (g) Indebtedness to an insurance company or Affiliate thereof arising pursuant to financing of insurance premiums payable on insurance policies maintained by any Borrower or Guarantor or any Subsidiary;

          (h) unsecured Indebtedness of Parent or any of its Subsidiaries incurred to finance all or a portion of the purchase price for any Permitted Acquisition; provided, that, (i) such Indebtedness is incurred prior to or substantially contemporaneously with the consummation of such acquisition or within three (3) months thereafter, (ii) if such Indebtedness is owed to a Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Indebtedness shall be on terms and conditions

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reasonably satisfactory to Agent and the aggregate principal amount of such Indebtedness, shall not exceed fifty (50%) percent of the purchase price of such acquisition (or such greater percentage as shall be reasonably satisfactory to Agent) and (iii) as of the date of incurring such Indebtedness and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing;

          (i) Indebtedness assumed by Parent or any of its Subsidiaries pursuant to a Permitted Acquisition; provided that (i) such Indebtedness shall not have been incurred by any party in contemplation of the acquisition and (ii) immediately after giving effect to such acquisition, no Event of Default shall exist or have occurred and be continuing;

          (j) Indebtedness evidenced by any senior notes or other senior debt securities or other senior indebtedness or Subordinated Debt arising after the date hereof; provided, that: (i) no principal payments in respect of such Indebtedness shall be due earlier than six (6) months after the Maturity Date, other than for mandatory prepayments based on asset dispositions and change of control, (ii) subject to the Intercreditor Agreement, the Net Cash Proceeds of such Indebtedness shall be paid to Agent for application to the Obligations to the extent required under Section 2.5(c), (iii) to the extent such Indebtedness is secured, such Indebtedness is subject to the terms of an intercreditor agreement in form and substance satisfactory to Agent, (iv) the aggregate principal amount of all such Indebtedness incurred pursuant to this Section 10.3(j) shall not exceed $100,000,000 at any time outstanding, and (v) as of the date of incurring such Indebtedness and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing;

          (k) Indebtedness in respect of performance bonds, bid bonds, material and supply bonds, tax bonds, appeal bonds, surety bonds, judgment bonds, replevin and similar bonds and obligations, in each case provided or entered into in the ordinary course of business;

          (l) Indebtedness arising in connection with the endorsement of instruments for deposit or collection in the ordinary course of business;

          (m) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, (i) such Indebtedness is extinguished within two (2) Business Days of incurrence and (ii) the aggregate principal amount of such Indebtedness outstanding at any time shall not exceed $3,000,000;

          (n) Indebtedness incurred in respect of Bank Products (other than Hedge Agreements), or credit card and stored value card processing and administrative services, cash management obligations, netting services, overdraft protection and similar arrangements in the ordinary course of business in each case arising under standard terms of any Bank Product Provider (or, (i) with respect to credit card and stored value card processing and administrative services and (ii) in the case of any Foreign Subsidiary, any other financial institution), at which Parent or any Subsidiary maintains an overdraft, cash pooling or similar facility or agreement;

          (o) Indebtedness in respect of obligations evidenced by bonds, debentures, notes or similar instruments issued as payment-in-kind interest payments in respect of Indebtedness otherwise permitted under this Section 10.3;

          (p) accretion of the principal amount of obligations evidenced by bonds, debentures, notes or similar instruments in respect of Indebtedness otherwise permitted under this Section 10.3 issued at any original issue discount;

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          (q) Guaranty Obligations in respect of Indebtedness of a Borrower, Guarantor or a Subsidiary to the extent that such Indebtedness is otherwise permitted pursuant to this Section 10.3;

          (r) Indebtedness of any Foreign Subsidiary (other than a Borrower or Guarantor);

          (s) Indebtedness of Parent or any of its Subsidiaries arising after the date hereof in connection with the issuance by any State, county or municipal industrial development authority or similar Governmental Authority of industrial development or revenue bonds or similar obligations secured by Real Property or Equipment or other fixed or capital assets leased to and operated by Parent or such Subsidiary; provided, that, Parent or any such Subsidiary may obtain title to such assets free and clear of any Lien related to such industrial development or revenue bonds or similar obligations at any time by optionally canceling such bonds or obligations, paying a nominal fee and terminating such financing transaction;

          (t) Indebtedness of Parent or any of its Subsidiaries arising after the date hereof in connection with the issuance by any State, county or municipal industrial development authority or similar Governmental Authority of industrial development or revenue bonds or similar obligations secured by Real Property or Equipment or other fixed or capital assets leased to and operated by Parent or such Subsidiary that were issued in connection with the financing of, or the renewal, extension, replacement, refinancing or rollover of financing with respect to, such assets; provided, that, (i) the aggregate principal amount of such Indebtedness outstanding at any time shall not exceed $30,000,000, and (ii) as of the date any such Indebtedness is incurred and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing;

          (u) Indebtedness consisting of the obligations of Borrowers and Guarantors under the Existing Letters of Credit as in effect on the date hereof for their unexpired term, exclusive of any renewals or extensions thereof;

          (v) the Indebtedness set forth on Schedule 10.3 hereto; and

          (w) Indebtedness of any Borrower or Guarantor arising after the date hereof issued in exchange for, or the proceeds of which are used to extend, refinance, replace or substitute for, in whole or in part, Indebtedness permitted under Sections 10.3(b), 10.3(e), 10.3(h), 10.3(i), 10.3(j), 10.3(o), 10.3(p), 10.3(r), 10.3(t), or 10.3(v) hereof (the “Refinancing Indebtedness”); provided, that, (i) as to any such Refinancing Indebtedness under Section 10.3(e) or 10.3(j), the Refinancing Indebtedness shall have a Weighted Average Life to Maturity and a final maturity equal to or greater than the Weighted Average Life to Maturity and the final maturity, respectively, of the Indebtedness being extended, refinanced, replaced, or substituted for, (ii) the Refinancing Indebtedness shall rank in right of payment no more senior than, and be at least subordinated (if subordinated) in right of payment to, the Obligations as the Indebtedness being extended, refinanced, replaced or substituted for, (iii) as of the date of incurring such Indebtedness and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing, (iv) the principal amount (or accreted value, if applicable) of such Refinancing Indebtedness (less any original issue discount, if applicable) shall not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, replaced or substituted for (plus the amount of accrued interest and premium (including applicable prepayment penalties) thereon, plus discounts, commissions and other reasonable fees and expenses incurred in connection therewith), (v) the Refinancing Indebtedness may be secured by substantially the same or all or part of the property or assets (including after-acquired property as applicable) as the Indebtedness so extended, refinanced replaced or substituted for; provided, that, that, such security interests (if any) with respect to the Refinancing Indebtedness shall have a priority no more senior than, and be at least as subordinated, if subordinated (on terms and conditions substantially similar to (or no less favorable to the Lenders than) the subordination

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provisions applicable to the Indebtedness so extended, refinanced, replaced or substituted for or as is otherwise reasonably acceptable to Agent) as the security interests with respect to the Indebtedness so extended, refinanced, replaced or substituted for; and

          (x) unsecured Indebtedness not otherwise permitted by the preceding clauses of this Section 10.3; provided, that, the aggregate principal amount of such Indebtedness outstanding at any time shall not exceed $5,000,000.

For purposes of determining compliance with this Section 10.3, in the event that any Indebtedness meets the criteria of more than one of the types of Indebtedness described in clauses (a) through (x) above, Administrative Borrower shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of such clauses (including in part under one such clause and in part under another such clause).

     10.4 Investments. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary immediately prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any capital contribution or other investment in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit or all or a substantial part of the assets or property of any other Person (whether through purchase of assets, merger or otherwise), or acquire any Subsidiaries (each of the foregoing an “Investment”), or agree to do any of the foregoing, except subject to and conditioned upon the prior written consent of Agent and Lenders to the extent required hereunder, except (a) Permitted Investments and (b) Permitted Acquisitions. For purposes of determining compliance with this Section 10.4, in the event that any Investment meets the criteria of more than one of the types of Investments described in the definitions of the terms Permitted Investments and Permitted Acquisitions, Administrative Borrower shall classify such item of Investment and may include the amount and type of such Investment in one or more of such clauses (including in part under one such clause and in part under another such clause).

     10.5 Restricted Payments. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, declare or make, or agree to pay or make (except subject to and conditioned on the prior written consent of Agent and Lenders to the extent required hereunder), directly or indirectly, any Restricted Payment, except:

          (a) any Subsidiary of Parent may make Restricted Payments with regard to its Equity Interests to Parent or to a wholly-owned Subsidiary of Parent which owns Equity Interests therein;

          (b) any non-wholly-owned Subsidiary of Parent may make Restricted Payments to holders of its Equity Interests so long as Parent or its respective Subsidiary which owns the Equity Interests in the Subsidiary making such Restricted Payments receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary making such Restricted Payments and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary);

          (c) Parent may pay cash dividends or distributions to any Parent Entity that are used to reimburse or pay all reasonable fees and expenses incurred in connection with the Transactions and the other transactions expressly contemplated by this Agreement and the other Financing Agreements;

          (d) Parent and any of its Subsidiaries may pay cash dividends or distributions that are used to reimburse or pay reasonable and necessary expenses (including professional fees and expenses) (other

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than taxes) incurred by any Parent Entity (i) in connection with (A) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (B) compliance with reporting obligations under, or in connection with compliance with, any Requirement of Law, any rules of any self-regulatory body or stock exchange, this Agreement or any of the other Financing Agreements, or any other agreement or instrument relating to Indebtedness of any Borrower, Guarantor or Subsidiary, (C) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor) or (ii) and otherwise incurred in the ordinary course of business; provided, that, in the case of clause (i)(A) above, if any Parent Entity shall own any material assets other than the Equity Interests of Parent or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, Parent or its Subsidiaries, with respect to such Parent Entity such cash dividends and distributions shall be limited to the reasonable and proportional share, as determined by Parent in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in another Parent Entity, Parent and its Subsidiaries, and such other assets;

          (e) Parent and any of its Subsidiaries may pay, without duplication, cash dividends distributions and other payments (i) pursuant to the Tax Sharing Agreement and (ii) to any Parent Entity to pay any Related Taxes;

          (f) Parent may make payments to repurchase or redeem Equity Interests and options to purchase Equity Interests of Parent or any Parent Entity held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Borrower, Guarantor or Subsidiary, upon their death, disability, retirement, severance or termination of employment or service; provided, that, the aggregate cash consideration paid for all such payments, repurchases or redemptions shall not exceed (i) $3,000,000 in any fiscal year of Parent or (ii) $5,000,000 during the term of this Agreement;

          (g) each Borrower and Guarantor, and each Subsidiary, may declare and make dividends or make other Restricted Payments payable solely in the Equity Interests of such Person (other than Disqualified Equity Interests)

          (h) Parent may repurchase or withhold or may pay cash or other dividends in an amount sufficient to allow any Parent Entity to repurchase or withhold Equity Interests of Parent in connection with the exercise of stock options or warrants or the vesting of restricted stock (including restricted stock units) if such Equity Interests represent a portion of the exercise price of, or withholding obligation with respect to, such options, warrants or restricted stock;

          (i) Parent may make Restricted Payments substantially contemporaneously with, or within ninety (90) days after the receipt of, Net Cash Proceeds from any issuance or sale of its Equity Interests (other than Disqualified Equity Interests) or from an equity capital contribution made after the Closing Date (and not including the equity contribution contemplated under Section 4.1 hereof), in an amount equal to all or any portion of such Net Cash Proceeds;

          (j) Parent may pay or make dividends or distributions to any Parent Entity that are used to reimburse or pay any of the following (i) accounting, legal, administrative and other general corporate and overhead expenses, franchise or similar taxes and other fees and expenses required to maintain the existence of such Parent Entity and to pay other operating costs and expenses, including salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any such Parent Entity, in each case as to any of the foregoing only to the extent related to, and required for, the existence of such Parent Entity, or as are reasonably and in good faith determined by Parent to be allocable to the operation of Parent and its Subsidiaries or to such Parent Entity’s ownership interest

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therein (directly or through another Parent Entity), and (ii) reasonable directors fees and out-of-pocket expenses of directors of any Parent Entity, in each case in an amount not more than the portion of such fees and expenses as are reasonably and in good faith determined by Parent to be allocable to the operation of Parent and its Subsidiaries or to such Parent Entity’s ownership interest therein (directly or through another Parent Entity);

          (k) Parent and any of its Subsidiaries may pay cash dividends and make other Restricted Payments; provided that:

               (i) either:

                    (A) as of the date of the payment of any such dividend or other Restricted Payment and after giving effect thereto, Excess Availability shall be not less than the greater of (1) $30,000,000 or (2) twenty-four (24%) percent of the least of the Maximum Credit, the Borrowing Base or the Revolving Loan Limit, on a pro forma basis using the Excess Availability as of the date of the most recent calculation of the Borrowing Base immediately prior to any such dividend or other Restricted Payment; or

                    (B) on a pro forma basis, after giving effect to such dividend or other Restricted Payment, the Consolidated Fixed Charge Coverage Ratio for Parent and its Subsidiaries for the immediately preceding twelve (12) consecutive month period ending on the last day of the fiscal month prior to the date of the payment thereof for which Agent has received financial statements shall be equal to or greater than 1.00 to 1.00; provided, that, for purposes of determining the Consolidated Fixed Charge Coverage Ratio under this Section 10.5(k) only, Fixed Charges shall include all prepayments of Indebtedness of Parent and its Subsidiaries under clauses (a), (b), or (c) of the definition of the term “Indebtedness” made in such period; and

               (ii) the aggregate amount of such dividends or Restricted Payments paid pursuant to this clause (k) shall not exceed the amount equal to fifty (50%) percent of the Adjusted Consolidated Net Income accrued during the period (treated as one accounting period) beginning on August 3, 2009 to the end of the most recent fiscal quarter for which consolidated financial statements of Parent are available;

               (iii) no such dividends or other Restricted Payments are made prior to the first anniversary of the date hereof, and

               (iv) as of the date of such dividend or other Restricted Payment and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; and

               (v) Agent shall have received a certificate of a Responsible Officer of Parent certifying on behalf of Parent to Agent and Lenders that such dividend or other Restricted Payment complies with the terms of this clause; and

          (l) Parent and any of its Subsidiaries may pay other cash dividends or other Restricted Payments; provided, that,

               (i) no such dividend or other Restricted Payments are made prior to the first anniversary of the date hereof, and

               (ii) as of the date of any such dividend or other Restricted Payment and after giving effect thereto, each of the Payment Conditions is satisfied; and

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               (iii) Agent shall have received a certificate of a Responsible Officer of Parent certifying on behalf of Parent to Agent and Lenders that such dividend or other Restricted Payment complies with the terms of this clause.

     10.6 Transactions with Affiliates. Each Borrower and Guarantor shall not, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, any Affiliate of such Borrower or Guarantor or pay any management, consulting, advisory, brokerage or similar fees to any Affiliate of such Borrower or Guarantor, except upon terms no less favorable to such Borrower or Guarantor than such Borrower or Guarantor would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate; provided, that, nothing contained in this Section 10.6 shall be deemed to prohibit:

          (a) Restricted Payments permitted under Section 10.5 hereof or entering into and performing the Tax Sharing Agreement;

          (b) loans and other Investments permitted under clauses (f), (h), (i), (j), (l) or (o) of the definition of Permitted Investments;

          (c) reasonable director, officer and employee compensation (including bonuses and stock option programs), benefits and indemnification and contribution arrangements, in each case approved by the Board of Directors (or a committee thereof) of such Borrower, Parent or Guarantor;

          (d) Parent or any of its Subsidiaries from entering into or performing an agreement with Sponsor, any CD&R Investor or any Affiliate of Sponsor or any CD&R Investor for the rendering of management consulting, monitoring, financial advisory or other services for compensation not to exceed in the aggregate $2,000,000 per year plus reasonable out-of-pocket expenses; provided, that, no payments of such compensation shall be made (other than for reasonable out-of-pocket expenses) if as of the date of any such payment, and after giving effect thereto, an Event of Default shall exist or have occurred and be continuing;

          (e) Parent or any of its Subsidiaries from entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or becomes a director, officer, agent or employee of Parent or any of its Subsidiaries that has been approved by the Board of Directors (or a committee thereof) of Parent, or of such Borrower or Guarantor, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by any Parent Entity (provided that, if such Parent Entity shall own any material assets other than the Capital Stock of Parent or another Parent Entity, or other assets relating to the ownership interest of such Parent Entity in Parent or another Parent Entity, such liabilities shall be limited to the reasonable and proportional share, as determined by Parent in its reasonable discretion, of such liabilities relating or allocable to the ownership interest of such Parent Entity in Parent or another Parent Entity and such other related assets) or Parent or any of its Subsidiaries, (ii) incurred to third parties for any action or failure to act of Parent or any of its Subsidiaries, predecessors or successors, (iii) arising out of the performance by Sponsor, any CD&R Investor or any Affiliate of Sponsor or any CD&R Investor of management consulting, monitoring, financial advisory or other services provided to Parent or any of its Subsidiaries, (iv) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of Parent or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (v) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of Parent or any of its Subsidiaries;

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          (f) Parent or any of its Subsidiaries from entering into or performing the Investment Documents, or any agreements or commitments with or to any Affiliate existing on the Closing Date and described on Schedule 10.6;

          (g) any transaction permitted under Section 10.1;

          (h) transactions between any Borrower or Guarantor and any other Borrower or Guarantor that are not prohibited by the terms of this Agreement;

          (i) the payment of expenses incurred in connection with the Transactions and the other transactions expressly contemplated by this Agreement and the other Financing Agreements on or about the Closing Date;

          (j) sales or issuances of Equity Interests of a Borrower or Guarantor to an Affiliate thereof not otherwise prohibited by this Agreement and the granting of registration and other customary rights in connection therewith;

          (k) payments to Sponsor or any of its Affiliates of fees of up to $8,250,000 in the aggregate, plus out-of-pocket expenses, in connection with the Transactions;

          (l) transactions with Existing Foreign Subsidiaries in the ordinary course of the business of Borrowers and Guarantors; and

          (m) the Transactions and all transactions relating thereto contemplated by this Agreement.

For purposes of this Section 10.6, (A) any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if (i) such transaction is approved by a majority of the Disinterested Directors of the board of directors of the applicable Borrower or Guarantor, or (ii) in the event that at the time of any such transaction, there are no Disinterested Directors serving on the board of directors of such Borrower or Guarantor, such transaction shall be approved by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required, and (B) “Disinterested Director” shall mean, with respect to any Person and transaction, a member of the board of directors of such Person who does not have any material direct or indirect financial interest in or with respect to such transaction or, to the extent any such transaction involves Sponsor, a member of the board of directors of such Person who is not an officer, director or employee of Sponsor.

     10.7 Change in Business. Each Borrower and Guarantor shall not engage in any business other than the business of any Borrower or Guarantor on the date hereof and any business reasonably related, ancillary or complementary to the business in which any Borrower or Guarantor is engaged on the date hereof, and any other business that in the aggregate is not material to Parent and its Subsidiaries taken as a whole.

     10.8 Limitation of Restrictions Affecting Subsidiaries. Each Borrower and Guarantor shall not, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Borrower or Guarantor to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor (other than dividends or distributions paid or made by Parent); (b) make loans or advances to such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor, (c) transfer any of its properties or assets to such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor; or (d) in the case of any Borrower or Guarantor, create, incur, assume or

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suffer to exist any Lien in favor of any of Secured Parties upon any of its property, assets or revenues constituting Working Capital Priority Collateral (as defined in the Intercreditor Agreement) or affecting the rights or remedies of Agent with respect thereto, whether now owned or hereafter acquired (provided, that, to the extent otherwise expressly permitted hereunder, dividend or liquidation priority between classes of Equity Interests, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such a Lien, encumbrance or restriction); except, for, encumbrances and restrictions arising under, pursuant to or by reason of (i) applicable law, rule, regulation or order, or required by any regulatory authority, (ii) this Agreement, the other Financing Agreements, the Term Loan Documents (as in effect on the date hereof), the documents relating to Indebtedness permitted by Section 10.3(j) or Sections 10.3(s) or 10.3(t) hereof (and, in the case of Indebtedness permitted under Sections 10.3(s) or 10.3(t), any encumbrance or restriction shall only be effective against the assets financed or acquired thereby) and the documents relating to any Refinancing Indebtedness in respect of any of the foregoing, (iii) customary provisions restricting subletting, assignment or transfer of any lease governing a leasehold interest of such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor, (v) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Borrower or Guarantor prior to the date on which such Subsidiary was acquired by such Borrower or such Guarantor and outstanding on such acquisition date or any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into Parent or any of its Subsidiaries, or which agreement or instrument is assumed by Parent or any of its Subsidiaries in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation, (vi) with respect to a Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Subsidiary (or the property or assets that are subject to such restriction), during an interim period prior to the closing of such sale or disposition of such Capital Stock, property or assets, (vii) customary restrictions on the assignment or transfer of any licenses or other contracts, or of any property or assets subject thereto, (viii) customary restrictions in agreements relating to purchase money financing arrangements (or other arrangements relating to Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets) or contained in pledges, mortgages or other security agreements with respect to such property or assets, (ix) the extension, replacement or continuation of contractual obligations in existence on the date hereof; provided, that, any such encumbrances or restrictions taken as a whole contained in such extension, replacement or continuation are no less favorable to Agent and Lenders in any material respect than those encumbrances and restrictions under or pursuant to the contractual obligations so extended, replaced or continued, (x) agreements entered into in the ordinary course of business with customers or supplier as to cash or other deposits or net worth required by such customers or suppliers, (xi) customary provisions in joint venture or other agreements or instruments entered into in the ordinary course of business of the applicable Person, (xii) any other agreement or instrument in effect at or entered into on the Closing Date, (xiii) Hedging Agreements, (xiv) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in clause (v) or (xii) of this Section 10.8 or this clause (xiv) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are no less favorable to Agent and the Lenders in any material respect than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates, or (xv) an agreement or instrument relating to (A) any Indebtedness incurred after the date hereof if such encumbrances and restrictions taken as a whole are no less favorable to Agent and the Lenders in any material respect either than the encumbrances and restrictions contained in the Initial Agreements, or

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than is customary in comparable financings, or (B) any sale of receivables by a Foreign Subsidiary, and except for encumbrances and restrictions that arise or are agreed to in the ordinary course of business and do not detract from the value of property or assets of Parent or any of its Subsidiaries in any manner material to Parent or such Subsidiary.

     10.9 Certain Payments of Indebtedness, Etc. Borrowers and Guarantors shall not, and shall not permit any Subsidiary to, make or agree to make any optional or voluntary payment, prepayment, redemption, retirement, defeasance, purchase or sinking fund payment or other acquisition for value of any of the principal of its Indebtedness prior to the stated maturity thereof other than the Indebtedness under the Financing Agreements (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or otherwise set aside or deposit or invest any sums for such purpose (each, an “Optional Payment”); except, that:

          (a) any of Borrowers and Guarantors, and any such Subsidiary, may make Optional Payments in respect of its Indebtedness permitted under Sections 10.3(a), 10.3(b), 10.3(c), 10.3(d), 10.3(g),10.3(m), 10.3(n), 10.3(r), 10.3(s), 10.3(t) and 10.3(w) (or 10.3(o) or 10.3(p) to the extent related to any of the foregoing);

          (b) any of Borrowers and Guarantors, and any such Subsidiary, may make Optional Payments of its Indebtedness with (i) the proceeds of Refinancing Indebtedness to the extent permitted in Section 10.3(w) or (ii) in exchange for any Equity Interests of Parent or any Parent Entity and/or with Net Cash Proceeds of the issuance or sale of any such Equity Interests;

          (c) Parent may establish and maintain the Convertible Note Account and make Optional Payments in respect of the Indebtedness evidenced by the Convertible Notes with the proceeds of funds then held in the Convertible Note Account;

          (d) Parent may make Optional Payments in respect of the Term Loan Debt; provided, that, as to any such Optional Payment, each of the following conditions is satisfied: (i) no such Optional Payment shall be made prior to January 1, 2012, (ii) in no event shall the aggregate amount of such Optional Payments in any fiscal year of Parent exceed $15,000,000, (iii) as of the date of any such Optional Payment and after giving effect thereto, using the most recent calculation of the Borrowing Base prior to the date of any such Optional Payment, on a pro forma basis, Excess Availability shall be not less than the greater of (A) $30,000,000 or (B) twenty-four (24%) percent of the least of (1) the Maximum Credit or (2) the Borrowing Base or (C) the Revolving Loan Limit, and (iv) as of the date of any such Optional Payment, and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing;

          (e) any of Borrowers and Guarantors, and any such Subsidiary, may make Optional Payments in respect of any of its Indebtedness; provided, that, (i) the aggregate amount of all such Optional Payments in any fiscal year of Parent shall not exceed $5,000,000 and (ii) as of the date of any such Optional Payment, no Event of Default shall exist or have occurred and be continuing;

          (f) any of Borrowers and Guarantors, and any such Subsidiary, may make Optional Payments in respect of any of its Indebtedness not otherwise permitted under this Section 10.9; provided, that, as of the date of any such Optional Payment and after giving thereto, the Payment Conditions are satisfied and Agent shall have received a certificate of a Responsible Officer of Parent certifying on behalf of Parent to Agent and Lenders that such payment complies with the terms of this clause.

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10.10 Modifications of Indebtedness, Organizational Documents and Certain Other Agreements. Borrowers and Guarantors shall not, and shall not permit any Subsidiary to:

          (a) amend, supplement, modify or otherwise change its certificate of incorporation, articles of association, certificate of formation, limited liability company agreement, limited partnership agreement or other similar organizational documents, as applicable (and, for the avoidance of doubt, excluding by-laws, committee charters and other similar governing documents), except for amendments, supplements, modifications or other changes (i) pursuant to transactions permitted under Section 10.1 (1) hereof, (ii) as contemplated in Section 6.2 of the Stockholders Agreement as in effect on the date hereof, or (iii) that do not adversely affect the ability of a Borrower, Guarantor or such Subsidiary to borrow hereunder or otherwise adversely affect the interests of Agent or Lenders in any material respect;

          (b) amend, supplement, modify or otherwise change, pursuant to a waiver or otherwise (or permit the amendment, modification or other change in any manner of) any of the provisions of any of Term Loan Documents, the Convertible Notes, any Subordinated Debt or any agreements related to the Indebtedness permitted under Section 10.3 (j) hereof, in a manner that shortens the fixed maturity or increases the principal amount thereof, except in the case of the Term Loan Documents as permitted by the Intercreditor Agreement; or

          (c) amend, supplement, modify or otherwise change, pursuant to a waiver or otherwise, the terms and conditions of the Tax Sharing Agreement in any manner that would increase the amounts payable by Parent or any of its Subsidiaries thereunder, (other than amendments reasonably reflecting changes in law or regulations after the date hereof), or otherwise amend, supplement, modify or otherwise change the terms and conditions of the Tax Sharing Agreement (except to the extent that any such amendment, supplement or modification could not reasonably be expected to have a Material Adverse Effect).

     10.11 Sale and Leaseback Transactions. Borrowers and Guarantors shall not, and shall not permit any Subsidiary to, enter into any Sale and Leaseback Transaction, provided that a Sale and Leaseback Transaction shall be permitted so long as (a) the assets sold or otherwise subject to any Disposition in connection with such Sale and Leaseback Transaction shall not include any of the Revolving Loan Priority Collateral; (b) subject to the Intercreditor Agreement, the Net Cash Proceeds from such sale are applied to the Obligations to the extent required under Section 2.5(b); (c) in the event that the lease back of such property is pursuant to a Capital Lease, the Indebtedness arising pursuant to such Capital Lease is permitted under Section 10.3; (d) in the event that the lease back of such property is pursuant to an operating lease, such lease shall be on market terms as reasonably determined by Parent; and (e) Borrowers and Guarantors shall have used commercially reasonable efforts to obtain from the purchaser or transferee a Collateral Access Agreement with respect to the property subject to such Sale and Leaseback Transaction duly executed and delivered by the purchaser or transferee to the extent contemplated by Sections 5.2(h) or 9.8 (it being understood that Borrowers and Guarantors shall not be required to incur any expense, provide any security or agree to any adverse term or condition exclusively and directly required in order to obtain such Collateral Access Agreement).

     10.12 Designation of Designated Senior Debt. Borrowers and Guarantors shall not designate any Indebtedness, other than the Obligations, as “Designated Senior Debt”, or any similar term under and as defined in the agreements relating to the Convertible Notes or any Subordinated Debt of any Borrower or Guarantor which contains such designation. Borrowers and Guarantors shall designate the Obligations as “Designated Senior Debt” or any similar term under and as defined in the agreements relating to any Subordinated Debt of any Borrower or Guarantor which contains such designation.

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     10.13 Term Loan Agreement. Borrowers and Guarantors shall not amend Section 7.2(d) of the Term Loan Agreement to reduce any amount specified thereunder without the written consent of Agent.

SECTION 11. FINANCIAL COVENANTS

     11.1 Consolidated Fixed Charge Coverage Ratio. At any time that Excess Availability is less than the greater of (a) $15,000,000 or (b) fifteen (15%) percent of the least of the Maximum Credit, the Borrowing Base or the Revolving Loan Limit (such amount, the “applicable amount”), and at all times thereafter (except as otherwise provided below), the Consolidated Fixed Charge Coverage Ratio of Parent and its Subsidiaries (on a consolidated basis) determined as of the end of each fiscal month most recently ended for which Agent has received financial statements shall be not less than 1.0 to 1.0 for the period of the immediately preceding twelve (12) consecutive fiscal months prior to such fiscal month end; provided, that, if, at any time after Excess Availability shall be less than the applicable amount, then Excess Availability shall be greater than such amount for ninety (90) consecutive days (or ten (10) consecutive days if Borrowers have received a cash capital contribution from CD&R or the CD&R Investors in an amount equal to the greater of (i) such amount so that Excess Availability is greater than the applicable amount after the application of the proceeds of such contribution to Qualified Cash or to prepay the Revolving Loans and (ii) $2,500,000), Parent and its Subsidiaries shall not thereafter be required to comply with the Consolidated Fixed Charge Coverage Ratio as set forth above until such time as Excess Availability shall again be less than the applicable amount; provided, that, in the event that Agent receives reasonably satisfactory evidence that, within five (5) Business Days after the date that Excess Availability is less than the applicable amount, CD&R has requested payments from the CD&R Investors in accordance with the terms of the agreements of CD&R with such CD&R Investors in an amount sufficient to increase the Excess Availability in excess of the then applicable amount, Parent and its Subsidiaries shall not thereafter be required to comply with the Consolidated Fixed Charge Coverage Ratio as set forth above for an additional period of fifteen (15) Business Days (as increased by the number of days, if any, necessary to permit the passage of ten (10) consecutive days from the date of the receipt by Borrowers of such cash capital contribution (such aggregate twenty (20) Business Day period, the “Non-Test Period”)) and during the Non-Test Period, Borrowers will not request, and Agent and Lenders will not be required to make any Loans, except in the discretion of Agent and Required Lenders. Any subsequent increase in Excess Availability after it has been less than the applicable amount shall not be the basis for any cure of any Event of Default arising prior thereto as a result of the failure to comply with the covenant in this Section 11.1.

     11.2 Excess Availability. At all times from and after the date hereof, through and including the date on which Borrowers deliver or cause to be delivered to Agent the quarterly consolidated financial statements of Parent and its Subsidiaries with respect to the fiscal quarter ending on or about May 3, 2010 in accordance with the terms hereof, the aggregate Excess Availability of Borrowers shall not at any time be less than $15,000,000.

SECTION 12. EVENTS OF DEFAULT AND REMEDIES

     12.1 Events of Default. The occurrence or existence of any one or more of the following events are referred to herein individually as an “Event of Default”, and collectively as “Events of Default”:

          (a) any Borrower fails to make any principal payment hereunder when due in accordance with the terms hereof (whether at stated maturity, by mandatory prepayment or otherwise) or fails to pay interest, fees or any of the other Obligations within three (3) Business Days after any such interest or other amount becomes due in accordance with the terms hereof;

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          (b) any Borrower or Guarantor:

               (i) fails to perform or observe any of the covenants or other agreements contained in Sections 5.2(a), (d), (e), and (h)), 6.6, 7.1, 7.2, 7.3, 7.7, 7.8, 9.1, 9.2, 9.5 (as it relates to Revolving Loan Priority Collateral), 9.6(a), 10 and 11 of this Agreement or the sections specified on Schedule 12.1 hereto of the other Financing Agreements; provided, that, in the case of a default in the observance or performance of its obligations under Section 9.6(a) hereof, such default shall have continued unremedied for a period of two (2) Business Days after a Responsible Officer of Parent shall have discovered such default, or

               (ii) fails to perform or observe any of the covenants or other agreements contained in Sections 6.7, 7.4, 9.3, 9.4, 9.5 (as it relates to property other than Revolving Loan Priority Collateral), 9.6(b), 9.6(d), 9.6(j), 9.6(k), 9.8, 9.9, 9.11(c), of this Agreement and such failure continues for a period of fifteen (15) days after the earlier of: (A) the date on which such failure is first known to any Responsible Officer of Parent or (B) the date on which written notice thereof is given to Administrative Borrower by Agent;

               (iii) fails to perform or observe any of the covenants or other agreements contained in this Agreement or any of the other Financing Agreements other than those described in Sections 12.1(b)(i) and 12.1(b)(ii) above and such failure shall continue for thirty (30) days after the earlier of: (A) the date on which such failure is first known to any Responsible Officer of Parent or (B) the date on which written notice thereof is given to Administrative Borrower by Agent; or

          (c) any representation or warranty made by any Borrower or Guarantor to Agent or any Lender in this Agreement, the other Financing Agreements or that is contained in any certificate furnished pursuant hereto that is qualified as to materiality or Material Adverse Effect shall when made or deemed made be incorrect and any other such representation or warranty made by any Borrower or Guarantor to Agent or any Lender shall when made or deemed made be incorrect in any material respect;

          (d) any Guarantor revokes or terminates any guarantee of such party of the Obligations in favor of Agent or any Lender, except as a result of a transaction permitted under Section 10.1 hereof or as otherwise permitted hereunder or any of the other Financing Agreements;

          (e) (i) one or more judgments, orders or decrees for the payment of money in an aggregate amount in excess of $10,000,000 (net of any insurance or indemnity payments actually received in respect thereof prior to or within sixty (60) days from the entry thereof) shall be rendered against any Borrower or Guarantor or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of sixty (60) consecutive days or execution shall not be effectively stayed, or (ii) any judgment other than for the payment of money, or injunction, attachment, garnishment or execution is rendered against any of the Revolving Loan Priority Collateral having a value in excess of $2,000,000 or any Collateral (whether or not including Revolving Loan Priority Collateral) having a value in excess of $10,000,000 and either (A) is made or rendered against any Revolving Loan Priority Collateral having a value in excess of $2,000,000 or any Collateral (whether or not including Revolving Loan Priority Collateral) having a value in excess of $10,000,000 or (B) in the case of a deposit account, securities account or similar account in which the value of such deposits, securities or similar items is in excess of $5,000,000 the bank or financial intermediary maintaining such account shall refuse to remit deposits, securities, funds or similar items in such account in excess of such claim to any Borrower or Guarantor;

          (f) any Borrower dissolves, suspends or discontinues doing business, other than as expressly permitted under Section 9.4 or Section 10.1 hereof, except any such dissolution, suspension, or discontinuance that could not reasonably be expected to have a Material Adverse Effect;

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          (g) (i) any Borrower or Guarantor shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other similar relief with respect to it or its debts, or (B) seeking appointment of a receiver, interim receiver, receivers, receiver and manager, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Borrower or Guarantor shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Borrower or Guarantor any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of sixty (60) days; or (iii) any Borrower or Guarantor shall file any answer that indicates its consent to, acquiescence in or approval of, any such action or proceeding referred to in clause (i) above or the relief requested is granted sooner; or (iv) any Borrower or Guarantor shall be generally unable to, or shall admit in writing its general inability to, pay its debts as they become due;

          (h) (i) any default in (A) any payment of principal, interest in respect of any Indebtedness (excluding the Loans and the Letter of Credit Obligations) in excess of $15,000,000 beyond the period of grace (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created or (B) the observance or performance of any other agreement or condition (including the failure to pay any amount other than principal or interest) relating to any Indebtedness (excluding the Loans and the Letter of Credit Obligations) or with respect to in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders, or beneficiary or beneficiaries of such Indebtedness (or a trustee, agent or other representative on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice or lapse of time if required, such Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer to purchase (an “Acceleration”) and such notice shall have lapsed and if any notice (a “Default Notice”) shall be required to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered such Default Notice shall have been given, (ii) the subordination provisions with respect to any Subordinated Debt shall cease to be in full force and effect and such Subordinated Debt shall thereby cease to be validly subordinated to the Obligations as and to the extent as provided in such subordination provisions;

          (i) (i) any material provision of any of the Financing Agreements shall cease for any reason to be valid, binding and enforceable with respect to any Borrower or Guarantor thereto (other than pursuant to the terms hereof or thereof), or any Borrower or Guarantor shall challenge in writing the enforceability hereof or thereof, or shall assert in writing to Agent or any Lender, or take any action or fail to take any action based on such assertion that any material provision hereof or of any of the other Financing Agreements has ceased to be or is otherwise not valid, binding or enforceable in accordance with its terms, or (ii) the Lien created by any of the Financing Agreements shall cease to be perfected and enforceable in accordance with its terms or of the same effect as to perfection and priority purported to be created thereby with respect to any of the Revolving Loan Priority Collateral purported to be subject thereto having a value in excess of $2,000,000 or any of the Collateral (whether or not including Revolving Loan Priority Collateral) having a value in excess of $5,000,000 (except as otherwise permitted herein or therein); provided, that, with respect any Collateral other than Revolving Loan Priority Collateral, such default shall have continued unremedied for a period of twenty (20) days;

          (j) an ERISA Event shall occur which results in or could reasonably be expected to have a Material Adverse Effect; or

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          (k) any Borrower or Guarantor shall be prohibited or otherwise restrained for a period of more than fifteen (15) days from conducting the business theretofore conducted by it in any manner that has or could reasonably be expected to result in a Material Adverse Effect within the immediately succeeding ninety (90) day period by virtue of any determination, ruling, decision, decree or order of any court or Governmental Authority of competent jurisdiction;

          (l) any Change of Control.

     12.2 Remedies.

          (a) At any time an Event of Default exists or has occurred and is continuing, Agent and Lenders shall have all rights and remedies provided in this Agreement, the other Financing Agreements, the UCC and other applicable law, all of which rights and remedies may be exercised without notice to or consent by any Borrower or Guarantor, except as such notice or consent is expressly provided for hereunder or required by applicable law. All rights, remedies and powers granted to Agent and Lenders hereunder, under any of the other Financing Agreements, the UCC or other applicable law, are cumulative, not exclusive and enforceable, in Agent’s discretion, alternatively, successively, or concurrently on any one or more occasions, and shall include, without limitation, the right to apply to a court of equity for an injunction to restrain a breach or threatened breach by any Borrower or Guarantor of this Agreement or any of the other Financing Agreements. Subject to Section 14 hereof, at any time an Event of Default exists or has occurred and is continuing, Agent may, and at the direction of the Required Lenders shall, at any time or times, proceed directly against any Borrower or Guarantor to collect the Obligations of such Borrower or Guarantor then due and owing without prior recourse to the Collateral.

          (b) Without limiting the generality of the foregoing, at any time an Event of Default exists or has occurred and is continuing, Agent may, at its option and shall upon the direction of the Required Lenders, (i) upon notice to Administrative Borrower, accelerate the payment of all Obligations and demand immediate payment thereof to Agent for itself and the benefit of Lenders (provided, that, upon the occurrence of any Event of Default described in Section 12.1(g), all Obligations shall automatically become immediately due and payable), and (ii) terminate the Commitments whereupon the obligation of each Lender to make any Loan and Issuing Bank to issue any Letter of Credit shall immediately terminate (provided, that, upon the occurrence of any Event of Default described in Section 12.1(g), the Commitments and any such obligation of each Lender to make a Loan or Issuing Bank to issue any Letters of Credit hereunder shall automatically terminate).

          (c) Without limiting the foregoing, at any time an Event of Default exists or has occurred and is continuing, Agent may, in its discretion, and subject to and in compliance with applicable law and the terms of the Intercreditor Agreement, and subject (in the case of Term Loan Priority Collateral) to pre-existing Liens, security interests, title imperfections and other defects and impairments of any nature whatsoever (i) with or without judicial process or the aid or assistance of others, enter upon any premises on or in which any of the Collateral may be located and take possession of the Collateral or complete processing, manufacturing and repair of all or any portion of the Collateral, (ii) require any Borrower or Guarantor, at Borrowers’ expense, to assemble and make available to Agent any part or all of the Collateral at any place and time reasonably designated by Agent, (iii) collect, foreclose, receive, appropriate, setoff and realize upon any and all Collateral, (iv) remove any or all of the Collateral from any premises on or in which the same may be located for the purpose of effecting the sale, foreclosure or other disposition thereof or for any other purpose, (v) subject to pre-existing rights and licenses permitted hereunder with respect to Term Loan Priority Collateral, sell, lease, transfer, assign, deliver or otherwise dispose of any and all Collateral (including entering into contracts with respect thereto, public or private sales at any exchange, broker’s board, at any office of Agent or elsewhere) at such prices or terms as Agent may deem reasonable, for cash, upon credit or for future delivery, with the Agent having the right

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to purchase the whole or any part of the Collateral at any such public sale, all of the foregoing being free from any right or equity of redemption of any Borrower or Guarantor, which right or equity of redemption is hereby expressly waived and released by Borrowers and Guarantors to the fullest extent permitted by applicable law, and/or (vi) with the consent of Required Lenders (and shall at the direction of Required Lenders), terminate this Agreement. If any of the Collateral is sold or leased by Agent upon credit terms or for future delivery, the Obligations shall not be reduced as a result thereof until payment therefor is finally collected by Agent. If notice of disposition of Collateral is required by law, ten (10) days prior notice by Agent to Administrative Borrower designating the time and place of any public sale or the time after which any private sale or other intended disposition of Collateral is to be made, shall be deemed to be reasonable notice thereof, and Borrowers and Guarantors waive any other notice to the fullest extent that the consent thereto of Borrowers and Guarantors hereunder is permitted by applicable law. In the event Agent institutes an action to recover any Collateral or seeks recovery of any Collateral by way of prejudgment remedy, to the fullest extent permitted by applicable law, each Borrower and Guarantor waives the posting of any bond which might otherwise be required. At any time an Event of Default exists or has occurred and is continuing, upon Agent’s request, Borrowers will either, as Agent shall specify, furnish cash collateral to Issuing Bank to be used to secure and fund the reimbursement obligations to Issuing Bank in connection with any Letter of Credit Obligations or furnish cash collateral to Agent for the Letter of Credit Obligations. Such cash collateral shall be in the amount equal to one hundred three (103%) percent of the amount of the Letter of Credit Obligations plus the amount of any fees and expenses payable in connection therewith.

          (d) At any time or times that an Event of Default exists or has occurred and is continuing, Co-Collateral Agents may, subject to the terms of the Intercreditor Agreement, in their discretion, enforce the rights of any Borrower or Guarantor against any account debtor, secondary obligor or other obligor in respect of any of the Accounts or other Receivables. Without limiting the generality of the foregoing, Co-Collateral Agents may, subject to the terms of the Intercreditor Agreement, in their discretion, at such time or times (i) notify any or all account debtors, secondary obligors or other obligors in respect thereof that the Receivables have been assigned to Agent and that Agent has a security interest therein and Agent may direct any or all account debtors, secondary obligors and other obligors to make payment of Receivables directly to Agent, (ii) extend the time of payment of, compromise, settle or adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Receivables or other obligations included in the Collateral and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting any of the Obligations, (iii) demand, collect or enforce payment of any Receivables or such other obligations, but without any duty to do so, and Agent and Lenders shall not be liable for any failure to collect or enforce the payment thereof and (iv) take whatever other action Co-Collateral Agents may deem necessary or desirable for the protection of its interests and the interests of Lenders. At any time that an Event of Default exists or has occurred and is continuing, at Co-Collateral Agents’ request, all invoices and statements sent to any account debtor shall state that the Accounts have been assigned to Agent and are payable directly and to Agent and Borrowers and Guarantors shall deliver to Agent such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Agent may require. In the event any account debtor returns Inventory when an Event of Default exists or has occurred and is continuing, Borrowers shall, upon Agent’s request, hold the returned Inventory in trust for Agent, segregate all returned Inventory from all of its other property, dispose of the returned Inventory solely according to Agent’s instructions, and not issue any credits, discounts or allowances with respect thereto without Agent’s prior written consent, except as may be required by the terms of any pre-existing agreement permitted hereunder of any Borrower with a third-party or by applicable law.

          (e) For the purpose of enabling Agent and Co-Collateral Agents (and to the extent necessary) to exercise the rights and remedies under this Section 12.2 and subject to the Intercreditor Agreement, each Borrower and Guarantor hereby grants to Agent and each of Co-Collateral Agents, a non-exclusive

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license (exercisable at any time an Event of Default shall exist or have occurred and only for so long as the same is continuing, but irrevocable so long as such Event of Default shall exist or have occurred and be continuing) without payment of royalty or other compensation to any Borrower or Guarantor, to use (directly or indirectly through any agent), license or sublicense any of the trademarks, service-marks, trade names, business names, trade styles, designs, logos and other source of business identifiers and other Intellectual Property and Foreign Intellectual Property and general intangibles now owned or hereafter acquired by any Borrower or Guarantor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

          (f) At any time an Event of Default exists or has occurred and is continuing, Agent may apply the cash proceeds of Collateral actually received by Agent from any sale, lease, foreclosure or other disposition of the Collateral to payment of the Obligations then due and owing, in whole or in part and in accordance with Section 6.7 hereof, subject to the terms of the Intercreditor Agreement, or may hold such proceeds as cash collateral for the Obligations. Borrowers and Guarantors shall remain liable to Agent

and Lenders for the payment of any deficiency with interest at the highest rate provided for herein and all costs and expenses of collection or enforcement, including attorneys’ fees and expenses.

SECTION 13. JURY TRIAL WAIVER; OTHER WAIVERS CONSENTS; GOVERNING LAW

     13.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.

          (a) This Agreement and the rights and obligations of the parties hereto under this Agreement shall be governed by the internal laws of the State of New York without giving effect to the rules and principles of conflicts of law or other rule of law to the extent the same are not mandatorily applicable by statute and would cause the application of the law of any jurisdiction other than the laws of the State of New York.

          (b) Each of Borrowers, Guarantors, Agent, Lenders and Issuing Bank irrevocably (i) consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York for New York County and the United States District Court for the Southern District of New York, and appellate courts from either thereof, in any action instituted therein that (x) arises out of or relates to this Agreement, (y) arises out of or relates to any of the other Financing Agreements or (z) in any way is connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case under this clause (z) whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and (ii) to the fullest extent permitted by applicable law, waives any objection based on venue or forum non conveniens with respect to such action. Each of Borrowers, Guarantors, Agent, Lenders and Issuing Bank agrees that any dispute with respect to any such matters shall be heard only in the courts described above unless such courts shall decline to exercise jurisdiction over such dispute in whole or in part (except that Agent and Lenders shall have the right to bring any action or proceeding against any Borrower or Guarantor or its or their property in the courts of any other jurisdiction which Agent deems reasonably necessary or appropriate in order to realize on the Collateral and which have jurisdiction over such Borrower or Guarantor or property).

          (c) Each Borrower and Guarantor (to the fullest extent permitted by applicable law) hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein or otherwise notified to Agent and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon any Borrower or

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Guarantor (or Administrative Borrower on behalf of such Borrower or Guarantor) in any other manner provided under the rules of any such courts.

          (d) BORROWERS, GUARANTORS, AGENT, CO-COLLATERAL AGENTS, LENDERS AND ISSUING BANK EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWERS, GUARANTORS, AGENT, CO-COLLATERAL AGENTS, LENDERS AND ISSUING BANK EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY BORROWER, ANY GUARANTOR, AGENT, ANY LENDER OR ISSUING BANK MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     13.2 Waiver of Notices. Each Borrower and Guarantor hereby expressly waives (to the fullest extent permitted by applicable law) demand, presentment, protest and notice of protest and notice of dishonor with respect to any and all instruments and chattel paper, included in or evidencing any of the Obligations or the Collateral, and any and all other demands and notices of any kind or nature whatsoever with respect to the Obligations, the Collateral and this Agreement, except such as are expressly provided for herein or in the Intercreditor Agreement. No notice to or demand on any Borrower or Guarantor which Agent or any Lender may elect to give shall entitle such Borrower or Guarantor to any other or further notice or demand in the same, similar or other circumstances.

     13.3 Amendments and Waivers.

          (a) Neither this Agreement nor any other Financing Agreement (other than any Deposit Account Control Agreement or Investment Property Control Agreement, as to which only the consent of Agent shall be required) nor any terms hereof or thereof may be amended, waived (other than by a Borrower or Guarantor), modified or supplemented unless such amendment, waiver, modification or supplement is in writing signed by Agent and the Required Lenders or at Agent’s option, by Agent with the authorization or consent of the Required Lenders, and as to amendments to any of the Financing Agreements (other than with respect to any provision of Sections 14.1 through 14.10 and 14.13 hereof not affecting any Borrower or Guarantor), by any Borrower or Guarantor party thereto and such amendment, waiver, discharge or termination shall be effective and binding as to all Lenders and Issuing Bank only in the specific instance and for the specific purpose for which given; except, that, no such amendment, waiver, discharge or termination shall:

               (i) reduce the interest rate or any fees or extend the scheduled date of payment of principal, interest or any fees or reduce the principal amount of any Loan or Letters of Credit, in each case without the consent of each Lender directly affected thereby,

               (ii) increase the Commitment of any Lender over the amount thereof then in effect or provided hereunder, in each case without the consent of such Lender directly affected thereby (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of mandatory reduction in the aggregate Commitment of all Lenders shall not constitute an

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increase of the Commitment of any Lender and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender),

               (iii) release all or substantially all of the Collateral (except as expressly permitted hereunder or under any of the other Financing Agreements or applicable law and except as permitted under Section 14.11(b) hereof), without the consent of all of Lenders,

               (iv) reduce any percentage specified in the definition of Required Lenders or otherwise amend the definition of such term or amend the percentage specified in or otherwise amend the definition of “Supermajority Lenders”, in the case of any of the foregoing, without the consent of all of Lenders,

               (v) consent to the assignment or transfer by any Borrower or Guarantor of any of their rights and obligations under this Agreement (except as permitted hereunder or under any of the other Financing Agreements), without the consent of all of Lenders,

               (vi) amend, modify or waive any terms of Section 6.7 or this Section 13.3 hereof, without the consent of Agent and all of Lenders,

               (vii) amend, modify or waive any terms of Section 8.26, Section 9.4(a) or Section 14.16 hereof, or amend the definition of “Co-Collateral Agents”, in each case without the consent of each of the Co-Collateral Agents, or

               (viii) increase the advance rates constituting part of the Borrowing Base or increase the Letter of Credit Limit, or make any change to the definition of “Borrowing Base” (by adding additional categories or components thereof), “Eligible Accounts”, “Eligible Inventory”, that would have the effect of increasing the amount of the Borrowing Base, reduce the Dollar amount set forth in the definition of “Dominion Event”, in each case, without the written consent of the Supermajority Lenders and the Co-Collateral Agents.

          (b) Agent, Lenders and Issuing Bank shall not, by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of its or their rights, powers and/or remedies unless such waiver shall be in writing and signed as provided herein. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by Agent, any Lender or Issuing Bank of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which Agent, any Lender or Issuing Bank would otherwise have on any future occasion, whether similar in kind or otherwise.

          (c) Notwithstanding anything to the contrary contained in Section 13.3(a) above, in connection with any amendment, waiver, modification or supplement, in the event that any Lender whose consent thereto is required shall fail to consent or fail to consent in a timely manner (such Lender being referred to herein as a “Non-Consenting Lender”), but the consent of the Required Lenders to such amendment, waiver, modification or supplement is obtained, then the Administrative Borrower shall have the right at any time thereafter to cause the Non-Consenting Lender to, and upon the exercise by the Administrative Borrower of such right, such Non-Consenting Lender shall have the obligation to, sell, assign and transfer to such Eligible Transferee as the Administrative Borrower may specify, the Commitment of such Non-Consenting Lender and all rights and interests of such Non-Consenting Lender pursuant thereto. The Administrative Borrower shall provide the Non-Consenting Lender with prior written notice of its intent to exercise its right under this Section, which notice shall specify on date on which such purchase and sale shall occur. Such purchase and sale shall be pursuant to the terms of an Assignment and Acceptance (whether or not executed by the Non-Consenting Lender); except, that, on the date of such purchase and sale, such Eligible Transferee specified by the Administrative Borrower,

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shall pay to the Non-Consenting Lender (except as such Eligible Transferee and such Non-Consenting Lender may otherwise agree) the amount equal to: (i) the principal balance of the Loans held by the Non-Consenting Lender outstanding as of the close of business on the business day immediately preceding the effective date of such purchase and sale, plus (ii) amounts accrued and unpaid in respect of interest and fees payable to the Non-Consenting Lender to the effective date of the purchase (but in no event shall the Non-Consenting Lender be deemed entitled to any early termination fee). Such purchase and sale shall be effective on the date of the payment of such amount to the Non-Consenting Lender and the Commitment of the Non-Consenting Lender shall terminate on such date.

          (d) The consent of Agent shall be required for any amendment, waiver or consent affecting the rights or duties of Agent hereunder or under any of the other Financing Agreements, in addition to the consent of the Lenders otherwise required by this Section; provided, that, the consent of Agent shall not be required for any other amendments, waivers or consents. The exercise by Agent or Co-Collateral Agents, as applicable, of any of its or their rights hereunder with respect to Reserves or Eligible Accounts or Eligible Inventory shall not be deemed an amendment to the advance rates provided for in this Section 13.3. The consent of Issuing Bank shall be required for any amendment, waiver or consent affecting the rights or duties of Issuing Bank hereunder or under any of the other Financing Agreements, in addition to the consent of the Lenders otherwise required by this Section; provided, that, the consent of Issuing Bank shall not be required for any other amendments, waivers or consents. The consent of each Co-Collateral Agent affected thereby shall be required for any amendment, waiver or consent affecting the rights or duties of such Co-Collateral Agent hereunder or under any of the other Financing Agreements, in addition to the consent of the Lenders otherwise required by this Section. Notwithstanding anything to the contrary contained in Section 13.3(a) above, (i) in the event that Agent shall agree that any items otherwise required to be delivered to Agent as a condition of the initial Loans and Letters of Credit hereunder may be delivered after the date hereof, Agent may, in its discretion, agree to extend the date for delivery of such items or take such other action as Agent may deem appropriate as a result of the failure to receive such items as Agent may determine or may waive any Event of Default as a result of the failure to receive such items, in each case without the consent of any Lender and (ii) Agent may consent to any change in the type of organization, jurisdiction of organization or other legal structure of any Borrower, Guarantor or any of their Subsidiaries and amend the terms hereof or of any of the other Financing Agreements as may be necessary or desirable to reflect any such change to the extent permitted hereunder, in each case without the approval of any Lender.

          (e) In addition to the consent of all Lenders as required pursuant to clause (a)(vi) above, the consent of Agent and a Bank Product Provider that is providing Bank Products and has outstanding any such Bank Products at such time that are secured hereunder shall be required for any amendment to the priority of payment of Obligations arising under or pursuant to any Hedge Agreements of a Borrower or Guarantor or other Bank Products as set forth in Section 6.7(a) hereof.

          (f) Notwithstanding anything to the contrary set forth in this Section 13 or otherwise, Agent may waive, in its discretion, for a period not to exceed five (5) Business Days, any Event of Default arising from the failure of Borrowers or Guarantors (i)timely to deliver any reports and/or other information as and when required to be delivered under Section 7.1 hereof, any financial statement and/or other information as and when required to be delivered under Section 9.1 hereof or (ii) to maintain its Revolving Loan Priority Collateral or provide insurance coverage for such Revolving Loan Priority Collateral to the extent required under Section 9.5 hereof.

          (g) Notwithstanding that the consent of all Lenders is required in certain circumstances as set forth in this Section 13, (i) each Lender is entitled to vote as such Lender may elect on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (ii) the

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Required Lenders may consent to allow a Borrower or Guarantor to use cash collateral in the context of a bankruptcy or insolvency proceeding.

     13.4 Indemnification.

          (a) Each Borrower and Guarantor shall, jointly and severally, indemnify and hold Agent, each Co-Collateral Agent, each Lender and Issuing Bank, their respective Affiliates and their respective officers, directors, agents, employees, advisors and counsel and their respective Affiliates (each such person being an “Indemnitee”), harmless from and against any and all losses, claims, damages, liabilities, costs or expenses (including attorneys’ fees and expenses) imposed on, incurred by or asserted against any of them in connection with any litigation, investigation, claim or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby (including preparations for and consultations concerning any such matters) or any act, omission, event or transaction related or attendant thereto, including amounts paid in settlement, court costs, and the fees and expenses of counsel except that Borrowers and Guarantors shall not have any obligation under this Section 13.5 to indemnify an Indemnitee or any Related Person of an Indemnitee with respect to a matter covered hereby resulting from the gross negligence or willful misconduct of such Indemnitee or any Related Person of such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction (but without limiting the obligations of Borrowers or Guarantors as to any other Indemnitee). For purposes of this Section 13.4, a “Related Person” of an Indemnitee shall mean any of such Indemnitee and its officers, directors, agents, employees, advisors and counsel and their respective Affiliates (each, a “Related Person”). To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall pay the maximum portion which it is permitted to pay under applicable law to Agent and Lenders in satisfaction of indemnified matters under this Section. To the extent permitted by applicable law, no Borrower or Guarantor shall assert, and each Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any of the other Financing Agreements or any undertaking or transaction contemplated hereby. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or any of the other Financing Agreements or the transaction contemplated hereby or thereby.

          (b) Without limiting the generality of the foregoing, Borrowers and Guarantors shall indemnify and hold Agent and Lenders harmless from and against any and all losses, claims, damages, liabilities, costs and expenses which Agent or any Lender may suffer or incur in connection with any Letter of Credit and any documents, drafts or acceptances relating thereto, including any losses, claims, damages, liabilities, costs and expenses due to any action taken by an Issuing Bank or correspondent with respect to any Letter of Credit, except for such losses, claims, damages, liabilities, costs or expenses that are a direct result of the gross negligence or willful misconduct of Agent or any Lender or their respective Related Persons as determined pursuant to a final non-appealable order of a court of competent jurisdiction. Each Borrower and Guarantor assumes all risks for, and agrees to pay, all foreign, Federal, State and local taxes, duties and levies relating to any goods subject to any Letter of Credit or any documents, drafts or acceptances thereunder. Each Borrower and Guarantor hereby releases and holds Agent and Lenders harmless from and against any acts, waivers, errors, delays or omissions with respect to or relating to any Letter of Credit, except for the gross negligence or willful misconduct of Agent or any Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

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          (c) All amounts due under this Section shall be payable thirty (30) days after written demand. The foregoing indemnity shall survive the payment of the Obligations and the termination of this Agreement. Notwithstanding anything to the contrary in this Section 13.5, Borrowers and Guarantors shall not have any obligations under this Section 13.5 to any Indemnitee with respect to any Taxes, but without limiting any obligations of Borrowers and Guarantors to any Indemnitee with respect to Taxes under Section 6.8.

SECTION 14. THE AGENT AND CO-COLLATERAL AGENTS

     14.1 Appointment, Powers and Immunities. Each Secured Party irrevocably designates, appoints and authorizes Wells Fargo to act as Agent hereunder and under the other Financing Agreements and each of Wells Fargo, Bank of America, N.A. and General Electric Capital Corporation to act as Co-Collateral Agents hereunder, in each case with such powers as are specifically delegated to Agent and Co-Collateral Agents, respectively, by the terms of this Agreement and of the other Financing Agreements, together with such other powers as are reasonably incidental thereto. Agent and Co-Collateral Agents (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Financing Agreements, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender; (b) shall not be responsible to Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any of the other Financing Agreements, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any Borrower or any Guarantor or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be responsible to Secured Parties for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Agent and Co-Collateral Agents may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it in good faith. Agent may deem and treat the payee of any note as the holder thereof for all purposes hereof unless and until the assignment thereof pursuant to an agreement (if and to the extent permitted herein) in form and substance satisfactory to Agent shall have been delivered to and acknowledged by Agent.

     14.2 Reliance by Agent. Agent and each Co-Collateral Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telecopy, telex, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by Agent or such Co-Collateral Agent, respectively. As to any matters not expressly provided for by this Agreement or any of the other Financing Agreements, Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or thereunder in accordance with instructions given by the Required Lenders or all of Lenders as is required in such circumstance, and such instructions of such Required Lenders or of all Lenders and any action taken or failure to act pursuant thereto shall be binding on all Lenders.

     14.3 Events of Default.

          (a) Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default or other failure of a condition precedent to the Loans and Letters of Credit hereunder, unless and until Agent has received written notice from a Lender, or Borrower specifying such Event of Default or any unfulfilled condition precedent, and stating that such notice is a “Notice of Default or

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Failure of Condition”. In the event that Agent receives such a Notice of Default or Failure of Condition, Agent shall give prompt notice thereof to the Lenders. Agent shall (subject to Section 14.7 hereof) take such action with respect to any such Event of Default or failure of condition precedent as shall be directed by the Required Lenders to the extent provided for herein; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to or by reason of such Event of Default or failure of condition precedent, as it shall deem advisable in the best interest of Lenders. Without limiting the foregoing, and notwithstanding the existence or occurrence and continuance of an Event of Default or any other failure to satisfy any of the conditions precedent set forth in Section 4 of this Agreement to the contrary, unless and until otherwise directed by the Required Lenders, Agent may, but shall have no obligation to, continue to make Loans and Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if Agent believes making such Loans or issuing or causing to be issued such Letter of Credit is in the best interests of Lenders.

          (b) Except with the prior written consent of Agent, no Lender or Issuing Bank may assert or exercise any enforcement right or remedy in respect of the Loans, Letter of Credit Obligations or other Obligations, as against any Borrower or Guarantor or any of the Collateral or other property of any Borrower or Guarantor.

     14.4 Wells Fargo in its Individual Capacity; Co-Agents in their Individual Capacity.

          (a) With respect to its Commitment and the Loans made and Letters of Credit issued or caused to be issued by it (and any successor acting as Agent), so long as Wells Fargo shall be a Lender hereunder, it shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include Wells Fargo in its individual capacity as Lender hereunder. Wells Fargo (and any successor acting as Agent) and its Affiliates may (without having to account therefor to any Lender) lend money to, make investments in and generally engage in any kind of business with Borrowers (and any of its Subsidiaries or Affiliates) as if it were not acting as Agent, and Wells Fargo and its Affiliates may accept fees and other consideration from any Borrower or Guarantor and any of its Subsidiaries and Affiliates for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

          (b) With respect to its Commitment and the Loans made (and any successor acting as a Co-Collateral Agent), so long as each of Wells Fargo, Bank of America, N.A. and General Electric Capital Corporation shall be a Lender hereunder, it shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as a Co-Collateral Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include such Co-Collateral Agent in its individual capacity as Lender hereunder. Each of Wells Fargo, Bank of America, N.A. and General Electric Capital Corporation (and any successor acting as a Co-Collateral Agent) and its Affiliates may (without having to account therefor to any Lender) lend money to, make investments in and generally engage in any kind of business with Borrowers (and any of its Subsidiaries or Affiliates) as if it were not acting as a Co-Collateral Agent, and each of Wells Fargo, Bank of America, N.A. and General Electric Capital Corporation and their respective Affiliates may accept fees and other consideration from any Borrower or Guarantor and any of its Subsidiaries and Affiliates for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

     14.5 Indemnification. Lenders agree to indemnify Agent, each Co-Collateral Agent and Issuing Bank (to the extent not reimbursed by Borrowers hereunder and without limiting any obligations of Borrowers hereunder) ratably, in accordance with their Pro Rata Shares, for any and all claims of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Agent (including by

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any Lender) or any Co-Collateral Agent arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any of the other Financing Agreements or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses that Agent is obligated to pay hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided, that, no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the party to be indemnified as determined by a final non-appealable judgment of a court of competent jurisdiction. The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.

     14.6 Non-Reliance on Agent and Other Lenders. Each Lender agrees that it has, independently and without reliance on Agent, any Co-Collateral Agent or other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrowers and Guarantors and has made its own decision to enter into this Agreement and that it will, independently and without reliance upon Agent, any Co-Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any of the other Financing Agreements. Neither Agent nor any Co-Collateral Agent shall be required to keep itself informed as to the performance or observance by any Borrower or Guarantor of any term or provision of this Agreement or any of the other Financing Agreements or any other document referred to or provided for herein or therein or to inspect the properties or books of any Borrower or Guarantor. Agent and each Co-Collateral Agent will use reasonable efforts to provide Lenders with any information received by Agent or such Co-Collateral Agent from any Borrower or Guarantor which is required to be provided to Lenders or deemed to be requested by Lenders hereunder and with a copy of any Notice of Default or Failure of Condition received by Agent from any Borrower or any Lender; provided, that, Agent or Co-Collateral Agents shall not be liable to any Lender for any failure to do so, except to the extent that such failure is attributable to Agent’s or such Co-Collateral Agent’s own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Except for notices, reports and other documents expressly required to be furnished to Lenders by Agent or Co-Collateral Agents or deemed requested by Lenders hereunder, Agent and Co-Collateral Agents shall not have any duty or responsibility to provide any Lender with any other credit or other information concerning the affairs, financial condition or business of any Borrower or Guarantor that may come into the possession of Agent or any Co-Collateral Agent.

     14.7 Failure to Act. Except for action expressly required of Agent or any Co-Collateral Agent hereunder and under the other Financing Agreements, Agent and each Co-Collateral Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 14.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

     14.8 Additional Loans. Agent shall not make any Revolving Loans or Issuing Bank provide any Letter of Credit to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit would cause the aggregate amount of the total outstanding Revolving Loans and Letters of Credit to such Borrower to exceed the Borrowing Base, without the prior consent of all Lenders; except, that, Agent may make such additional Revolving Loans or Issuing Bank may provide such additional Letter of Credit on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit will cause the total outstanding Revolving Loans and Letters of Credit to such Borrower to exceed the Borrowing Base, as Co-Collateral Agents may deem necessary or advisable in their discretion; provided, that (a) the total principal amount of the additional Revolving Loans or additional Letters of Credit to any Borrower which Agent may make or

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provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Base, plus the amount of Special Agent Advances made pursuant to Section 14.11(a)(ii) hereof then outstanding, shall not exceed the aggregate amount equal to seven and one-half (7.5%) percent of the Maximum Credit and shall not cause the total principal amount of the Loans and Letters of Credit to exceed the lesser of (i) the Maximum Credit and (ii) the Revolving Loan Limit and (b) no such additional Revolving Loan or Letter of Credit shall be outstanding more than forty-five (45) days after the date such additional Revolving Loan or Letter of Credit is made or issued (as the case may be), except as the Required Lenders may otherwise agree. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letters of Credit.

     14.9 Concerning the Collateral and the Related Financing Agreements. Each Secured Party authorizes and directs Agent and Co-Collateral Agents to enter into this Agreement and the other Financing Agreements. Each Secured Party agrees that any action taken by Agent, Co-Collateral Agents or Required Lenders (or such greater percentage as may be required hereunder) in accordance with the terms of this Agreement or the other Financing Agreements and the exercise by Agent, Co-Collateral Agents or Required Lenders (or such greater percentage as may be required hereunder) of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Secured Parties.

     14.10 Field Audit, Examination Reports and other Information; Disclaimer by Lenders. By signing this Agreement, each Lender:

          (a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report and report with respect to the Borrowing Base prepared or received by Agent (each field audit or examination report and report with respect to the Borrowing Base being referred to herein as a “Report” and collectively, “Reports”), appraisals with respect to the Collateral and financial statements with respect to Parent and its Subsidiaries received by Agent;

          (b) expressly agrees and acknowledges that Agent or any Co-Collateral Agent (i) does not make any representation or warranty as to the accuracy of any Report, appraisal or financial statement or (ii) shall not be liable for any information contained in any Report, appraisal or financial statement;

          (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or any other party performing any audit or examination will inspect only specific information regarding Borrowers and Guarantors and will rely significantly upon Borrowers’ and Guarantors’ books and records, as well as on representations of Borrowers’ and Guarantors’ personnel; and

          (d) agrees to keep all Reports and appraisals confidential and strictly for its internal use in accordance with the terms of Section 15.5 hereof, and not to distribute or use any Report or appraisals in any other manner.

     14.11 Collateral Matters.

          (a) Agent may, at the direction of Co-Collateral Agents, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letters of Credit hereunder, make such disbursements and advances (“Special Agent Advances”) which Co-Collateral Agents, in their sole discretion, (i) deem necessary or desirable either to preserve or protect the Collateral or any portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrowers and Guarantors of the Loans and other Obligations;

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provided, that, (A) the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii) outstanding at any time, plus the then outstanding principal amount of the additional Loans and Letters of Credit which Agent may make or provide as set forth in Section 14.8 hereof, shall not exceed the amount equal to seven and one-half (7.5%) percent of the Maximum Credit and (B) the aggregate principal amount of the Special Agent Advances pursuant to this clause (ii) outstanding at any time, plus the then outstanding principal amount of the Loans, shall not exceed the lesser of (i) the Maximum Credit and (ii) the Revolving Loan Limit, except at Co-Collateral Agents’ option; provided, that, to the extent that the aggregate principal amount of Special Agent Advances plus the then outstanding principal amount of the Loans exceed the lesser of (i) the Maximum Credit and (ii) the Revolving Loan Limit the Special Agent Advances that are in excess of the lesser of (i) the Maximum Credit and (ii) the Revolving Loan Limit shall be for the sole account and risk of such Co-Collateral Agents as may elect to fund such amounts and notwithstanding anything to the contrary set forth below, no Lender shall have any obligation to provide its share of such Special Agent Advances in excess of the lesser of (i) the Maximum Credit and (ii) the Revolving Loan Limit, or (iii) to pay any other amount chargeable to any Borrower or Guarantor pursuant to the terms of this Agreement or any of the other Financing Agreements consisting of (A) costs, fees and expenses and (B) payments to Issuing Bank in respect of any Letter of Credit Obligations. The Special Agent Advances shall be repayable on demand and together with all interest thereon shall constitute Obligations secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Interest on Special Agent Advances shall be payable at the Interest Rate then applicable to Base Rate Loans and shall be payable within five (5) Business Days after demand. Without limitation of its obligations pursuant to Section 6.13, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Agent Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Base Rate Loans.

          (b) Lenders hereby irrevocably authorize Agent, at its option and in its discretion to release any security interest in, mortgage or Lien upon, any of the Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations and delivery of cash collateral to the extent required under Section 15.1 below, or (ii) constituting property being sold or disposed of if Administrative Borrower or any Borrower or Guarantor certifies to Agent that the sale or Disposition is made in compliance with Section 10.1 hereof (and Agent may rely conclusively on any such certificate, without further inquiry), or (iii) constituting property in which any Borrower or Guarantor did not own an interest at the time the security interest, mortgage or Lien was granted or at any time thereafter, or (iv) for which the consideration received in the aggregate in any twelve (12) month period is less than $10,000,000 and to the extent Agent may release its security interest in and Lien upon any such Collateral pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by Lenders, or (v) if required or permitted under the terms of any of the other Financing Agreements, including the Intercreditor Agreement and any other intercreditor agreement, or (vi) approved, authorized or ratified in writing by such percentage of Lenders as required by Section 13.3(a). Except as provided above, Agent will not release any security interest in, mortgage or Lien upon, any of the Collateral without the prior written authorization of such percentage of Lenders as required by Section 13.3(a). Upon request by Agent at any time, Lenders will promptly confirm in writing Agent’s authority to release

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particular types or items of Collateral pursuant to this Section. In no event shall the consent or approval of Issuing Bank to any release of Collateral be required.

          (c) Without any manner limiting Agent’s authority to act without any specific or further authorization or consent by the Required Lenders, each Lender agrees to confirm in writing, upon request by Agent, the authority to release Collateral conferred upon Agent under this Section. Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the security interest, mortgage or Liens granted to Agent upon any Collateral to the extent set forth above; provided, that, such release shall not in any manner discharge, affect or impair the Obligations or any security interest, mortgage or Lien upon (or obligations of any Borrower or Guarantor in respect of) the Collateral retained by such Borrower or Guarantor.

          (d) Neither Agent nor any Co-Collateral Agent shall have any obligation whatsoever to any Lender, Issuing Bank or any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Borrower or Guarantor or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans or Letters of Credit hereunder, or whether any particular reserves are appropriate, or that the liens and security interests granted to Agent pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent or Co-Collateral Agents in this Agreement or in any of the other Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the other terms and conditions contained herein, Agent and any Co-Collateral Agent may act in any manner it may deem appropriate, in its discretion, given Agent’s and each Co-Collateral Agent’s own interest in the Collateral as a Lender and that Agent and Co-Collateral Agents shall have no duty or liability whatsoever to any other Lender or Issuing Bank.

     14.12 Agency for Perfection. Each Lender and Issuing Bank hereby appoints Agent and each other Lender and Issuing Bank as agent and bailee for the purpose of perfecting the security interests in and liens upon the Collateral of Agent in assets which, in accordance with Article 9 of the UCC can be perfected only by possession (or where the security interest of a secured party with possession has priority over the security interest of another secured party) and Agent and each Lender and Issuing Bank hereby acknowledges that it holds possession of any such Collateral for the benefit of Agent as secured party. Should any Lender or Issuing Bank obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

     14.13 Agent May File Proofs of Claim.

          (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Borrower or Guarantor, Agent (irrespective of whether the principal of any Loan or Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

               (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit Obligations and all other Obligations (other than obligations under Bank Products to which Agent is not a party) that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders, Issuing Bank,

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Agent and Co-Collateral Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders, Issuing Bank, Agent and Co-Collateral Agents and their respective agents and counsel and all other amounts due Lenders, Issuing Bank, Agent and Co-Collateral Agents allowed in such judicial proceeding; and

               (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, each Co-Collateral Agent and Issuing Bank to make such payments to Agent and, in the event that Agent shall consent to the making of such payments directly to Lenders, Co-Collateral Agents and Issuing Bank, to pay to Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Agent and its agents and counsel, and any other amounts due Agent.

          (b) Nothing contained herein shall be deemed to authorize Agent or any Co-Collateral Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Agent or any Co-Collateral Agent to vote in respect of the claim of any Lender in any such proceeding.

     14.14 Successor Agent. Agent may resign as Agent upon thirty (30) days’ notice to Lenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for Lenders, which successor agent shall be subject to the approval of Administrative Borrower (such approval not to be unreasonably withheld, conditioned or delayed), so long as no Event of Default shall exist or have occurred and be continuing. If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and Administrative Borrower, a successor agent from among Lenders. In the event that no Lender accepts such designation, Agent may appoint a commercial bank that is organized under the laws of the United States of America or any state or district thereof, has a combined capital surplus of at least $200,000,000 and so long as no Event of Default exists or has occurred and is continuing, is acceptable to Administrative Borrower. Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, powers and duties of the retiring Agent and the term “Agent” as used herein and in the other Financing Agreements shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Administrative Borrower and such successor. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 14 shall inure to its benefit as to any actions taken or omitted by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days after the date of a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nonetheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any resignation by Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swing line Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swing Line Lender, (b) the retiring Issuing Bank and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Financing Agreements, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

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     14.15 Other Agent Designations. Agent may at any time and from time to time determine that a Lender may, in addition, be a “Co-Agent”, “Syndication Agent”, “Documentation Agent” or similar designation hereunder and enter into an agreement with such Lender to have it so identified for purposes of this Agreement. Any such designation shall be effective upon written notice by Agent to Administrative Borrower of any such designation. Any Lender that is so designated as a Co-Agent, Syndication Agent, Documentation Agent or such similar designation by Agent shall have no right, power, obligation, liability, responsibility or duty under this Agreement or any of the other Financing Agreements other than those applicable to all Lenders as such. Without limiting the foregoing, the Lenders so identified shall not have or be deemed to have any fiduciary relationship with any Lender and no Lender shall be deemed to have relied, nor shall any Lender rely, on a Lender so identified as a Co-Agent, Syndication Agent, Documentation Agent or such similar designation in deciding to enter into this Agreement or in taking or not taking action hereunder.

     14.16 Co-Collateral Agent Determinations. Each reference in this Agreement to any action, determination, decision, consent, approval, satisfaction, acceptance, exercise of discretion or other act of or by or with respect to “Co-Collateral Agents” shall be deemed to refer to such action, determination, decision, consent, approval, satisfaction, acceptance, exercise of discretion or other act of or by the Co-Collateral Agents exercised, as the case may be, by the consenting vote of any two (2) of the three (3) Collateral Agents; provided, however, that if there shall be at any time only two (2) Co-Collateral Agents, then each reference to “Co-Collateral Agents” shall be deemed to refer to such action, determination, exercise of discretion or other conduct taken, made or exercised, as the case may be, on the basis of the more conservative credit judgment of the two (2) remaining Co-Collateral Agents.

     14.17 Intercreditor Arrangements. Each Lender hereby (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (c) authorizes and instructs Agent to enter into the Intercreditor Agreement on behalf of such Lender and agrees that Agent may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement, and (d) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Lender and it has received and reviewed the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and any of the other Financing Agreements, the terms of the Intercreditor Agreement shall govern and control except as expressly set forth in the Intercreditor Agreement.

SECTION 15. TERM OF AGREEMENT; MISCELLANEOUS

     15.1 Term.

          (a) This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect for a term ending on the Maturity Date, unless sooner terminated pursuant to the terms hereof. In addition, Borrowers may terminate this Agreement at any time upon ten (10) days prior written notice to Agent (which notice shall be irrevocable) and Agent shall, at the direction of Required Lenders, terminate this Agreement at any time that an Event of Default exists or has occurred and is continuing. Upon the Maturity Date or any other effective date of termination of the Financing Agreements, Borrowers shall pay to Agent all outstanding and unpaid Obligations and shall furnish cash collateral to Agent (or at Agent’s option, a letter of credit issued for the account of Borrowers and at Borrowers’ expense, in form and substance satisfactory to Agent, by an issuer acceptable to Agent and payable to Agent as beneficiary) in such amounts as Agent determines are reasonably necessary to secure Agent, Lenders and Issuing Bank from loss, cost, damage or expense, including attorneys’ fees and expenses, in connection with any issued and outstanding Letter of Credit Obligations and checks or other payments provisionally credited to the

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Obligations and/or as to which Agent or any Lender has not yet received final and indefeasible payment and any continuing obligations of Agent or any Lender pursuant to any Deposit Account Control Agreement and for any of the Obligations arising under or in connection with any Bank Products in such amounts as the Bank Product Provider providing such Bank Products may require, unless such Obligations arising under or in connection with any Bank Products are paid in full in cash and terminated in a manner satisfactory to such Bank Product Provider (for purposes of this Section 15.1 and references hereto, such payments to Agent and/or delivery of letter of credit as provided above with respect to the Obligations, together with the termination of any commitment to make any Loans or provide any Letters of Credit is referred to as the “Payment in Full of all Obligations”). The amount of such cash collateral (or letter of credit, as Agent may determine) as to any Letter of Credit Obligations shall be in the amount equal to one hundred three (103%) percent of the face amount of the Letter of Credit Obligations plus the amount of any fees and expenses due and payable in connection therewith. Such payments in respect of the Obligations and cash collateral shall be remitted by wire transfer in Federal funds to the Agent Payment Account or such other bank account of Agent, as Agent may, in its discretion, designate in writing to Administrative Borrower for such purpose. Interest shall be due until and including the next Business Day, if the amounts so paid by Borrowers to the Agent Payment Account or other bank account designated by Agent are received in such bank account later than 2:00 p.m. Eastern Standard Time

          (b) No termination of the Commitments, this Agreement or any of the other Financing Agreements shall relieve or discharge any Borrower or Guarantor of its respective duties, obligations and covenants under this Agreement or any of the other Financing Agreements until Payment in Full of all Obligations and Agent’s continuing security interest in the Collateral and the rights and remedies of Agent and Lenders hereunder, under the other Financing Agreements and applicable law, shall remain in effect until the Payment in Full of all Obligations. Accordingly, each Borrower and Guarantor waives any rights it may have under the UCC to demand the filing of termination statements with respect to the Collateral and Agent shall not be required to send such termination statements to Borrowers or Guarantors, or to file them with any filing office, unless and until the Payment in Full of all Obligations.

     15.2 Interpretative Provisions.

          (a) All terms used herein which are defined in Article 1, Article 8 or Article 9 of the UCC shall have the meanings given therein unless otherwise defined in this Agreement.

          (b) All references to the plural herein shall also mean the singular and to the singular shall also mean the plural unless the context otherwise requires.

          (c) All references to any Borrower, Guarantor, Agent and Lenders pursuant to the definitions set forth in the recitals hereto, or to any other person herein, shall include their respective successors and assigns.

          (d) The words “hereof”, “herein”, “hereunder”, “this Agreement” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement and as this Agreement now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

          (e) The word “including” when used in this Agreement shall mean “including, without limitation” and the word “will” when used in this Agreement shall be construed to have the same meaning and effect as the word “shall”.

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          (f) All references to the term “good faith” used herein when applicable to Agent or any Lender shall mean, notwithstanding anything to the contrary contained herein or in the UCC (except to the extend mandatorily applicable), honesty in fact in the conduct or transaction concerned.

          (g) Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the meaning given in accordance with GAAP, and all financial computations hereunder shall be computed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied; provided, that, if Parent or Borrowers change the method for inventory valuation as used in the preparation of its financial statements, the Administrative Borrower shall deliver notice of such change to Agent thirty (30) days prior to such change and shall provide materials to Agent to show the effect on the financial statements and the Borrowing Base, if applicable, of such change on a pro forma basis when and to the extent included in the immediately subsequent financial statements delivered pursuant to Section 9.1(a) or Borrowing Base delivered hereunder, it being agreed that Agent may adjust the Borrowing Base to account for the effect thereon of any such change. Notwithstanding anything to the contrary contained in GAAP or any interpretations or other pronouncements by the Financial Accounting Standards Board or otherwise, the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is unqualified and also does not include any explanation, supplemental comment or other comment concerning the ability of the applicable person to continue as a going concern or the scope of the audit..

          (h) Unless otherwise indicated herein, all references to time of day refer to Eastern Standard Time or Eastern daylight saving time, as in effect in New York City on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to and including”; provided, that, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day.

          (i) Unless otherwise expressly provided herein, (i) references herein to any agreement, document or instrument shall be deemed to include all subsequent amendments, modifications, supplements, extensions, renewals, restatements or replacements with respect thereto, but only to the extent the same are not prohibited by the terms hereof or of any other Financing Agreement, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, recodifying, supplementing or interpreting the statute or regulation.

          (j) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

          (k) This Agreement and the other Financing Agreements are the result of negotiations among and have been reviewed by counsel to Agent and the other parties, and are the products of all parties. Accordingly, this Agreement and the other Financing Agreements shall not be construed against Agent or Lenders merely because of Agent’s or any Lender’s involvement in their preparation.

     15.3 Notices.

          (a) All notices, requests and demands hereunder shall be in writing and deemed to have been given or made: if delivered in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt; if by nationally recognized overnight courier service with instructions to deliver the next Business Day, one (1) Business Day after sending; and if by certified mail, return receipt requested, five (5) days after mailing. Notices delivered through electronic communications shall be effective to the extent set forth in Section 15.3(b) below. All

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notices, requests and demands upon the parties are to be given to the following addresses (or to such other address as any party may designate by notice in accordance with this Section):

If to any Borrower or Guarantor:	NCI Building Systems, Inc. 10943 North Sam Houston parkway West Houston, Texas 77064 Attention:            Chief Financial Officer Telephone No.:    281-897-7837 Telecopy No.:      281-897-7658 E-mail:                 mejohnson@ncilp.com
with copies (which copies will not constitute notice to:	Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention:            David A. Brittenham Telephone No.:    212-909-6000 Telecopy No.:      212-909-6836 E-mail:                 dabrittenham@debevoise.com
If to Agent or Issuing Bank:	Wells Fargo Foothill, LLC 1100 Abernathy Road Suite 1600 Atlanta, Georgia 30328 Attention:              Business Finance Manager Telephone No.:      770-508-1300 Telecopy No.:        770-804-0551

          (b) Notices and other communications to Lenders and Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Agent or as otherwise determined by Agent; provided, that, the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Section 2 hereof if such Lender or Issuing Bank, as applicable, has notified Agent that it is incapable of receiving notices under such Section by electronic communication. Unless Agent otherwise requires, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided, that, if such notice or other communication is not given during the normal business hours of the recipient, such notice shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communications is available and identifying the website address therefor.

     15.4 Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

     15.5 Confidentiality.

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          (a) Agent, each Lender and Issuing Bank shall keep confidential any Information (as defined below) supplied to it by or on behalf of Parent or any Subsidiary pursuant to or in connection with this Agreement or any of the other Financing Agreements or obtained by it based on a review of the books and records of Parent or any Subsidiary; provided, that, nothing contained herein shall limit the disclosure of any such information: (i) to the extent required by statute, rule, regulation, subpoena or court order, (ii) to bank examiners and other regulators, auditors and/or accountants, in connection with any litigation to which Agent, such Lender or Issuing Bank is a party, (iii) to any Lender or Participant (or prospective Lender or Participant) or Issuing Bank or to any Affiliate of any Lender so long as such Lender, Participant (or prospective Lender or Participant), Issuing Bank or Affiliate shall have agreed in writing to treat such information as confidential in accordance with this Section 15.5 (which may be in the form of an electronic recorded agreement for any prospective Lender or Participant, including through Intralinks or similar systems, that has been approved by Administrative Borrower, and otherwise shall be in the form of a written manually executed agreement), or (iv) to counsel for Agent, any Lender, Participant (or prospective Lender or Participant) or Issuing Bank; provided, that, each Agent, Lender or Participant shall inform such counsel of the agreement under this Section 15.5 and take reasonable actions to cause compliance by any such counsel with such provision.

          (b) In the event that Agent, any Lender or Issuing Bank receives a request or demand to disclose any confidential information pursuant to any subpoena or court order, Agent or such Lender or Issuing Bank, as the case may be, agrees (i) to the extent not prohibited by applicable law, Agent or such Lender or Issuing Bank will promptly notify Administrative Borrower of such request so that Administrative Borrower may seek a protective order or other appropriate relief or remedy and (ii) if disclosure of such information is required, disclose such information and, subject to reimbursement by Borrowers of Agent’s or such Lender’s or Issuing Bank’s expenses, cooperate with Administrative Borrower in the reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed information which Administrative Borrower so designates, to the extent not prohibited by applicable law.

          (c) In no event shall this Section 15.5 or any other provision of this Agreement, any of the other Financing Agreements or applicable law be deemed: (i) to apply to or restrict disclosure of information that is or becomes generally available to the public other than as a result of a disclosure in violation hereof, (ii) to apply to or restrict disclosure of information that was or becomes available to Agent, any Lender (or any Affiliate of any Lender) or Issuing Bank on a non-confidential basis from a person other than a Borrower or Guarantor, (iii) to require Agent, any Lender or Issuing Bank to return any materials furnished by a Borrower or Guarantor to Agent, a Lender or Issuing Bank or prevent Agent, a Lender or Issuing Bank from responding to routine mandatory informational requests from regulators, agencies and Governmental Authorities in accordance with applicable industry standards relating to the exchange of credit information, it being agreed that Agent, such Lender or Issuing Bank, as applicable, will endeavor when commercially practicable to provide reasonable notice thereof to Administrative Borrower. The obligations of Agent, Lenders and Issuing Bank under this Section 15.5 shall supersede and replace the obligations of Agent, Lenders and Issuing Bank under any confidentiality letter relating hereto signed prior to the date hereof or any other arrangements concerning the confidentiality of information provided by any Borrower or Guarantor to Agent or any Lender. In addition, Agent and Lenders may disclose the information relating to the Credit Facility set forth on Schedule 15.5(c) to Gold Sheets and other publications, and Co-Collateral Agents may otherwise use the corporate name and logo of Borrowers and Guarantors and such information in “tombstones” or other advertisements, public statements or marketing materials.

          (d) For purposes of this Section, “Information” means all information received from a Borrower or Guarantor or any Subsidiary relating to Borrowers, Guarantors or any Subsidiary or any of their respective businesses, other than any such information that is available to Agent, any Lender or the

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Issuing Bank on a nonconfidential basis prior to disclosure by such Borrower or Guarantor or any Subsidiary, and any materials or information filed in whole or in part with the Securities and Exchange Commission.

          (e) Notwithstanding any other provision of this Agreement, any other Financing Agreement or any Assignment and Acceptance, the confidentiality provisions of this Section 15.5 shall survive with respect to each Lender and Agent until the second (2^nd) anniversary of such Lender or Agent ceasing to be a Lender or Agent, respectively.

     15.6 Successors. This Agreement, the other Financing Agreements and any other document referred to herein or therein shall be binding upon and inure to the benefit of and be enforceable by Agent, Lenders, Issuing Bank, Borrowers, Guarantors and their respective successors and assigns; except, that, other than as permitted hereunder, Borrower may not assign its rights under this Agreement, the other Financing Agreements and any other document referred to herein or therein without the prior written consent of Agent and Lenders. Any such purported assignment without such express prior written consent shall be void. No Lender may assign or otherwise transfer its rights and obligations under this Agreement without the prior written consent of Agent and Administrative Borrower, except as provided in such Section 15.7. The terms and provisions of this Agreement and the other Financing Agreements are for the purpose of defining the relative rights and obligations of Borrowers, Guarantors, Agent, Lenders and Issuing Bank with respect to the transactions contemplated hereby and there shall, other than to the extent expressly provided with respect to Bank Product Providers, be no third party beneficiaries of any of the terms and provisions of this Agreement or any of the other Financing Agreements.

     15.7 Assignments; Participations.

          (a) Each Lender may make assignments of all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender (unless the Administrative Borrower and Agent otherwise consent), of such rights and obligations under this Agreement to other financial institutions or other Persons in each case approved in writing by Agent, Swing Line Lender and Issuing Bank and, so long as no Event of Default shall exist or have occurred and be continuing, Administrative Borrower, which approval shall not be unreasonably withheld or delayed; provided, that, (i) the approval of Administrative Borrower shall not be required in connection with assignments to another Lender, to any Affiliate of a Lender (except for assignments to any Affiliate of a Lender in connection with or in contemplation of the sale or other disposition of such Affiliate) or to any Approved Fund, or with respect to any assignment in the form of a participation, (ii) the approval of Agent shall not be required for an assignment to a Lender or any Affiliate of any Lender; (iii) such transfer or assignment will not be effective until recorded by Agent on the Register and (iv) Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. Upon the receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee in accordance with this Section 15.7, the processing fee referred to in this Section 15.7(a) and any written approval of such assignment by Agent and Administrative Borrower required by Section 15.7, Agent shall accept such Assignment and Acceptance, record the information contained therein in the Register in accordance with Section 6.4(a) and give prompt notice of such assignment and recordation to the Administrative Borrower.

          (b) Upon such execution, delivery, acceptance and recording as provided in this Section 15.7, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Obligations) of a Lender hereunder and thereunder and the assigning Lender shall, to the extent that rights and obligations

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hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (except for any obligations under Section 15.5).

          (c) By execution and delivery of an Assignment and Acceptance, the assignor and assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Financing Agreements or the execution, legality, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Financing Agreements furnished pursuant hereto, (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower, Guarantor or any of their Subsidiaries or the performance or observance by any Borrower or Guarantor of any of the Obligations; (iii) such assignee confirms that it has received a copy of this Agreement and the other Financing Agreements, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon the assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Financing Agreements, (v) such assignee confirms its other agreements, acknowledgments and representations as a Lender pursuant to Section 14.6, (vi) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may, subject to Section 15.5, furnish any information concerning any Borrower or Guarantor in the possession of Agent or any Lender from time to time to assignees and Participants.

          (d) Notwithstanding anything to the contrary in this Agreement, no assignee, which as of the date of any assignment to it pursuant to this Section 15.7 would be entitled to any payment under Section 3.5, 3.6, 6.8 or 9.12 in an amount greater than the assigning Lender would have been entitled to as of such date under such Sections with respect to the rights assigned, shall be entitled to such greater payments unless the assignment was made after an Event of Default under Section 12.1(a) or (g) has occurred and is continuing or Administrative Borrower has expressly consented in writing to waive the benefit of this provision at the time of such assignment.

          (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Obligations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Guarantors, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Financing Agreements, (iii) such Lender shall remain the holder of any Loan for all purposes under this Agreement and the other Financing Agreements, and (iv) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Borrower or Guarantor under this Agreement (including, without limitation, Sections 3.5, 3.6, 6.8 and 9.12) and the other Financing Agreements shall

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be determined as if such Lender had not sold such participation. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement.

          (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto.

          (g) Any Lender that is an Issuing Bank may at any time assign all of its Commitments pursuant to this Section 15.7. If such Issuing Bank ceases to be a Lender, it may, at its option, resign as Issuing Bank and such Issuing Bank’s obligations to issue Letters of Credit shall terminate but it shall retain all of the rights and obligations of Issuing Bank hereunder with respect to Letters of Credit outstanding as of the effective date of its resignation and all Letter of Credit Obligations with respect thereto (including the right to require Lenders to make Revolving Loans or fund risk participations in outstanding Letter of Credit Obligations), shall continue.

          (h) On or prior to the effective date of any assignment pursuant to this Section 15.7, the assigning Lender shall surrender any outstanding notes held by it all or a portion of which are being assigned. Any such notes surrendered by the assigning Lender shall be returned by Agent to the Administrative Borrower marked “cancelled”.

          (i) No assignment or participation made or purported to be made to any assignee Lender or Participant shall be effective without the prior written consent of the Administrative Borrower if it would require the Administrative Borrower to make any filing with any Governmental Authority or qualify any Loan, or any of the Financing Agreements under the laws of any jurisdiction, and the Administrative Borrower shall be entitled to request and receive such information and assurances as it may reasonably request from any Lender or any assignee or Participant to determine whether any such filing or qualification is required or whether any assignment or participation is otherwise in accordance with applicable law.

          (j) If the Administrative Borrower wishes to replace the Loans or Commitments under this Agreement with ones having different terms, it shall have the option, with the consent of Agent and subject to at least three Business Days’ advance notice to the Lenders, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced, to (i) require the Lenders to assign without representation, warranty or recourse of any kind whatsoever, such Loans or Commitments to Agent or its designees and (ii) amend the terms thereof in accordance with Section 13.3, which amendment shall in any such case reflect the resignation effective contemporaneously therewith of Agent as agent. Pursuant to any such assignment, all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrower), accompanied by payment of any accrued interest and fees thereon and breakage costs as otherwise required hereunder. By receiving such purchase price, the existing Lenders shall automatically be deemed to have assigned without representation, warranty or recourse of any kind whatsoever, the Loans or Commitments under such Facility, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this paragraph are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement.

     15.8 Entire Agreement. This Agreement, the other Financing Agreements, any supplements hereto or thereto, and any instruments or documents delivered or to be delivered in connection herewith or therewith represents the entire agreement and understanding concerning the subject matter hereof and

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thereof between the parties hereto, and supersede all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written. In the event of any inconsistency between the terms of this Agreement and any schedule or exhibit hereto, the terms of this Agreement shall govern.

     15.9 USA Patriot Act. Each Lender subject to the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001) (the “Act”) hereby notifies Borrowers and Guarantors that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies each person or corporation who opens an account and/or enters into a business relationship with it, which information includes the name and address of Borrowers and Guarantors and other information that will allow such Lender to identify such person in accordance with the Act and any other applicable law. Borrowers and Guarantors are hereby advised that any Loans or Letters of Credit hereunder are subject to satisfactory results of such verification.

     15.10 Counterparts, Etc. This Agreement or any of the other Financing Agreements may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement or any of the other Financing Agreements by telefacsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Agreement or any of such other Financing Agreements. Any party delivering an executed counterpart of any such agreement by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, Agent, Lenders, Borrowers and Guarantors have caused these presents to be duly executed as of the day and year first above written.

LENDERS:

WELLS FARGO FOOTHILL, LLC, as

Administrative and Co-Collateral Agent and a Lender

By:

Name:

Title:

BANK OF AMERICA, N.A., as

Co-Collateral Agent and a Lender

By:

Name:

Title:

GENERAL ELECTRIC CAPITAL

CORPORATION, as Co-Collateral Agent and a Lender

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Signature Page Loan and Security Agreement (NCI)]

[SIGNATURES CONTINUED ON NEXT PAGE]

BORROWERS:

NCI GROUP, INC

By:

Name:

Title:

ROBERTSON-CECO II CORPORATION

By:

Name:

Title:

GUARANTORS:

NCI BUILDING SYSTEMS, INC.

By:

Name:

Title:

STEELBUILDING.COM INC.

By:

Name:

Title:

[Signature Page Loan and Security Agreement (NCI)]

Schedules to Loan and Security Agreement

These Schedules are an integral part of that certain Loan and Security Agreement, dated October 20, 2009, by and among NCI Group, Inc., Robertson-Ceco II Corporation, NCI Building Systems, Inc., Steelbuilding.com, Inc., the several banks and other financial institutions from time to time parties thereto, Wells Fargo Foothill, LLC, Bank of America, N.A., General Electric Capital Corporation and Wells Fargo Securities, LLC (the “Agreement”), are incorporated therein by reference and are not intended to be independent from the Agreement.

Unless defined otherwise in these Schedules, capitalized terms used herein have the meanings given to them in the Agreement. Headings and italicized language included herein are included solely for ease of reference and shall not in any way limit the disclosures contained herein.

Disclosure of a matter that is not required to be made does not require disclosure of any similar matters not required to be disclosed, and disclosure of any item on any of the Schedules shall not constitute an admission that such item is material or required to be disclosed. Disclosure in any Schedule of any matter or document shall constitute a disclosure of such matter or document for purposes of all other Schedules to the extent the applicability to one or more other Schedules is reasonably apparent from the face of such Schedule.

The inclusion in these Schedules of any matter or document shall not imply any representation, warranty or undertaking not expressly given in the Agreement nor shall such disclosure be taken as extending the scope of any of the representations or warranties. Nothing in these Schedules constitutes an admission of any liability or obligation of any Borrower or Guarantors to any third party, nor an admission against a Borrower’s or a Guarantor’s interests.

Document titles that are listed in italics have been provided by Borrowers and Guarantors for the convenience of Agent. However, the provision of such titles shall not imply any representation or warranty as to the accuracy or completeness of such titles. Reference in these Schedules to an agreement includes a reference to all amendments, modifications or other supplements to such agreement, to the extent such amendments, modifications or other supplements have been made available to Agent.

1

Schedule 1.42
to Loan and Security Agreement

Consolidated Fixed Charges

Fiscal Month	Consolidated Fixed Charges
November 2008	[Redacted]*
December 2008	[Redacted]*
January 2009	[Redacted]*
February 2009	[Redacted]*
March 2009	[Redacted]*
April 2009	[Redacted]*
May 2009	[Redacted]*
June 2009	[Redacted]*
July 2009	[Redacted]*
August 2009	[Redacted]*
September 2009	[Redacted]*
October 2009	[Redacted]*

*   indicates redacted and filed separately with the Securities and Exchange Commission.

2

Schedule 1.57
to Loan and Security Agreement

EBITDA

Fiscal Month	EBITDA
November 2008	[Redacted]*
December 2008	[Redacted]*
January 2009	[Redacted]*
February 2009	[Redacted]*
March 2009	[Redacted]*
April 2009	[Redacted]*
May 2009	[Redacted]*
June 2009	[Redacted]*
July 2009	[Redacted]*
August 2009	[Redacted]*
September 2009	[Redacted]*
October 2009	[Redacted]*

*   indicates redacted and filed separately with the Securities and Exchange Commission.

3

Schedule 1.173
to Loan and Security Agreement

Excluded Property

None.

4

Schedule 1.76
to Loan and Security Agreement

Existing Letters of Credit

Letter of Credit	Expiry
Number	Date	Beneficiary	Amount
SM210246	9/29/2010	St. Paul Fire & Marine Insurance Company	$[Redacted]*
SM211112	12/1/2009	Zurich American Insurance Company	$[Redacted]*
SM219776	12/31/2009	Zurich American Insurance Company	$[Redacted]*
SM219780	4/27/2010	National Union Fire Insurance Company	$[Redacted]*
SM220984	1/12/2010	Bank of New York Mellon Trust Co. NA, formerly JP Morgan Trust	$[Redacted]*

*   indicates redacted and filed separately with the Securities and Exchange Commission.

5

Schedule 1.85
to Loan and Security Agreement

Fraight Forwarders

[Redacted]*

* Indicates redacted and filed separately with the Securities and Exchange Commission.

6

Schedule 1.119
to Loan and Security Agreement

Mortgaged Fee Properties

1.	660 South 91st Avenue, Tolleson, AZ
2.	550 Industry Way, Atwater, CA
3.	12101 East Brandt Road, Lockeford, CA
4.	9123 Center Street, Rancho Cucamonga, CA
5.	1601 Rogers Road, Adel, GA
6.	2280 Monier Avenue, Lithia Springs, GA
7.	1150 Marietta Industrial Drive NE, Marietta, GA
8.	1780 McCall Drive, Shelbyville, IN
9.	101 West South Street, Monticello, IA
10.	305 North Iris Road, Mt. Pleasant, IA
11.	2400 Highway 45 North, 248 Chubby Drive & 3539 Bluecutt Road, Columbus, MS
12.	300 Highway 51 North, Hernando, MS
13.	201 Apache Drive & 951 Prisock Road, Jackson, MS
14.	6168 State Route 233, Rome, NY
15.	100 Red Iron Road, Rocky Mount, NC
16.	422 Kirby Drive, Lexington, TN
17.	1836 Dock Street, Memphis, TN
18.	10943 North Sam Houston Parkway West, Houston, TX
19.	14031 West Hardy, Houston, TX
20.	501 North Greenwood Street, Houston, TX
21.	7301 Fairview, Houston, TX

7

Schedule 1.119
to Loan and Security Agreement

22.	5244 Bear Creek Court, Irving, TX
23.	5711 East FM-40, Lubbock, TX
24.	1155 West 2300 North, Salt Lake City, UT
25.	1703 Ruffin Mill Road, Colonial Heights, VA
26.	2714 South Garfield Road, Airway Heights, WA

8

Schedule 1.120
to Loan and Security Agreement

Mortgages

1.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Stewart Title & Trust of Phoenix, Inc., as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 660 South 91st Avenue, Tolleson, AZ
2.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Stewart Title of California, Inc., as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 550 Industry Way, Atwater, CA
3.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by Robertson-Ceco II Corporation, as grantor, to Stewart Title of California, Inc., as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 12101 East Brandt Road, Lockeford, CA
4.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Stewart Title of California, Inc., as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 9123 Center Street, Rancho Cucamonga, CA
5.	Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents, by NCI Group, Inc., as grantor, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 1601 Rogers Road, Adel, GA
6.	Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents, by NCI Group, Inc., as grantor, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 2280 Monier Avenue, Lithia Springs, GA
7.	Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents, by NCI Group, Inc., as grantor, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 1150 Marietta Industrial Drive NE, Marietta, GA
8.	Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by

9

Schedule 1.120
to Loan and Security Agreement

	NCI Group, Inc., as grantor, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 1780 McCall Drive, Shelbyville, IN
9.	Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by Robertson-Ceco II Corporation, as grantor, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 101 West South Street, Monticello, IA
10.	Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by Robertson-Ceco II Corporation, as grantor, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 305 North Iris Road, Mt. Pleasant, IA
11.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by Robertson-Ceco II Corporation, as grantor, to Danny L. Crotwell, as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 2400 Highway 45 North, 248 Chubby Drive & 3539 Bluecutt Road, Columbus, MS
12.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Danny L. Crotwell, as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 300 Highway 51 North, Hernando, MS
13.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Danny L. Crotwell, as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 201 Apache Drive & 951 Prisock Road, Jackson, MS
14.	Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 6168 State Route 233, Rome, NY
15.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing (Collateral Includes Fixtures), by Robertson-Ceco II Corporation, as grantor, to Stewart Title Company, as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 100 Red Iron Road, Rocky Mount, NC

10

Schedule 1.120
to Loan and Security Agreement

16.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Frank Alvstad, as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 422 Kirby Drive, Lexington, TN
17.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Frank Alvstad, as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 1836 Dock Street, Memphis, TN
18.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 10943 North Sam Houston Parkway West, Houston, TX
19.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 14031 West Hardy, Houston, TX
20.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 501 North Greenwood Street, Houston, TX
21.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 7301 Fairview, Houston, TX
22.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 5244 Bear Creek Court, Irving, TX

11

Schedule 1.120
to Loan and Security Agreement

23.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Jay Paxton, Esq., as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 5711 East FM-40, Lubbock, TX
24.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Title West Title Company, as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 1155 West 2300 North, Salt Lake City, UT
25.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by NCI Group, Inc., as grantor, to Kenneth L. Dickinson, as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 1703 Ruffin Mill Road, Colonial Heights, VA
26.	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing, by Robertson-Ceco II Corporation, as grantor, to Stewart Title of Spokane, LLC, as trustee, in favor of Wells Fargo Foothill, LLC, as co-collateral agent, with respect to the real property located at 2714 South Garfield Road, Airway Heights, WA

12

Schedule 1.139
to Loan and Security Agreement

Permitted Dispositions

Owned Real Property that may be sold or leased/subleased:

[Redacted]*

Equipment and Personal Property that may be sold or leased:

[Redacted]*

Borrowers, Guarantors and their respective Subsidiaries may sell, dispose of, lease or otherwise transfer to any Person (including any Borrower, Guarantor or any of their respective Subsidiaries), equipment (including manufacturing equipment and miscellaneous personal property) currently located at the following facilities:

[Redacted]*

*   indicates redacted and filed separately with the Securities and Exchange Commission.

13

Schedule 1.165
to Loan and Security Agreement

Revolving Loan Priority Collateral

     “Revolving Loan Priority Collateral” means all of the following present and future property and assets of any Borrower or Guarantor constituting Collateral with respect to which a Lien is granted to Agent as security for any Obligations:

     (a) (i) Accounts (other than Accounts or other payment obligations constituting the Proceeds of Term Loan Priority Collateral);

     (ii) Inventory;

     (iii) Chattel Paper, Instruments and Documents, in each case only to the extent relating to Accounts (other than Accounts or other payment obligations constituting the Proceeds of Term Loan Priority Collateral), Inventory or other types of Revolving Loan Priority Collateral specifically enumerated in this definition (other than in this clause (iii));

     (iv) all General Intangibles (including, without limitation, (1) payment intangibles, (2) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account, (3) choses in action, causes of action, or other rights and claims against carriers, shippers, processors, warehouses, bailees, custom brokers, freight forwarders, or other third parties at any time in possession of, or using, any of the other Revolving Loan Priority Collateral or any sellers of any other Revolving Loan Priority Collateral, (4) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (5) agreements or arrangements with sales agents, distributors or the like and/or consignees, warehouses or other third persons in possession of Inventory, (6) guaranty or warranty claims with respect to Accounts or Inventory, (7) rights to indemnification and proceeds thereof, and (8) commercial tort claims) of a Borrower or Guarantor that arise from or in respect of, or constitute Proceeds of, any of the Accounts or other types of Revolving Loan Priority Collateral specifically enumerated in this definition (other than this clause (iv));

     (v) Deposit Accounts (other than the Term Loan Deposit Account);

     (vi) cash and Investment Property, including all monies, deposits and balances, in each case held in or for deposit in or otherwise attributable to any Deposit Accounts established or used by any Borrower in connection with the financing arrangements with the Agent and the Lenders pursuant to the Loan and Security Agreement for the handling of collections of any of the Accounts or any of the other types of Revolving Loan Priority Collateral of any Borrower specifically enumerated in this definition (other than this clause (vi)), and in any event excluding the Term Loan Deposit Account, Equity Interests of any Subsidiary, Indebtedness of Parent or any Subsidiary, and Proceeds of Term Loan Priority Collateral;

14

Schedule 1.165
to Loan and Security Agreement

     (vii) Letter of Credit Rights and Supporting Obligations in respect of Inventory, Accounts (other than Accounts or other payment obligations constituting the proceeds of Term Loan Priority Collateral) or other types of Revolving Loan Priority Collateral specifically enumerated in this definition (other than in this clause (vii));

     (viii) books and records to the extent relating to Accounts (other than Accounts or other payment obligations constituting the Proceeds of Term Loan Priority Collateral), Inventory or other types of Revolving Loan Priority Collateral specifically enumerated in this definition (other than in this clause (viii)), including, without limitation, invoices, purchase order, ledger cards, shipping evidence, statements, correspondence, memoranda, customer lists, credit files and other data, together with the tapes, disks, diskettes and other data media on which the same is stored; and

     (ix) Customer Contracts, in each case only to the extent relating to Accounts (other than Accounts or other payment obligations constituting the Proceeds of Term Loan Priority Collateral), Inventory or other types of Revolving Loan Priority Collateral specifically enumerated in this definition (other than in this clause (ix)); and

     (b) all Proceeds (including, without limitation, insurance proceeds) and products of the property and assets described in the foregoing clause (a).

* * * * *

     As used in this Schedule 1.165, the following terms shall have the respective meanings given to them below:

     “Chattel Paper”, “Deposit Accounts”, “Documents”, “General Intangible”, “Instrument”, “Investment Property”, “Letter of Credit Rights”, “Proceeds” and “Supporting Obligations” each has the meaning set forth in the UCC.

     “Customer Contracts” means all contracts for the provision of goods or services by any Borrower or Guarantor to any Person or by any Person to any Borrower or Guarantor.

     “Loan and Security Agreement” means the Loan and Security Agreement to which this Schedule 1.165 is attached.

     “Term Loan Deposit Account” means that certain segregated deposit account of Parent created on or after the date hereof to hold the proceeds of Term Loan Priority Collateral, together with any replacement or similar deposit account created to serve such purpose.

All capitalized terms used but not defined in this Schedule 1.165 are used as defined in the Loan and Security Agreement.

15

Schedule 1.193
to Loan and Security Agreement

Term Loan Priority Collateral

     “Term Loan Priority Collateral” means all of the present and future assets and Property of each Borrower and each Guarantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Term Loan Debt, that do not constitute Working Capital Priority Collateral (as defined in the Intercreditor Agreement), including without limitation:

     (a) all of the Equity Interest of each of the present and future Subsidiaries of each Borrower and each Guarantor;

     (b) all of the following present and future Property of each Borrower and each Guarantor:

     (i) all present and future patents and patent license rights, trademarks and trademark license rights, copyrights and copyright license rights, trade secrets and processes and other intellectual property;

     (ii) all present and future machinery and other Equipment, Real Property (whether owned or leased), Fixtures, Financial Assets, Investment Property and Commercial Tort Claims;

     (iii) the Term Loan Deposit Account (to the extent any Borrower or any Guarantor has rights therein) and all cash from time to time on deposit in the Term Loan Deposit Account (to the extent any Borrower or any Guarantor has rights therein);

     (iv) Chattel Paper, Documents and Instruments; and

     (v) General Intangibles and other contract rights, including any indemnification rights; and

     (c) all Proceeds (including, without limitation, insurance proceeds) and products of the Property and assets described in the foregoing clauses (a) and (b).

* * * * *

     As used in this Schedule 1.193, the following terms shall have the respective meanings given to them below:

     “Chattel Paper”, “Commercial Tort Claims”, “Documents”, “Fixtures”, “Financial Assets”, “General Intangibles”, “Instruments”, “Investment Property”, and “Proceeds” each has the meaning set forth in the UCC.

     “Loan and Security Agreement” means the Loan and Security Agreement to which this Schedule 1.193 is attached.

     “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

16

Schedule 1.193
to Loan and Security Agreement

     “Term Loan Deposit Account” means that certain segregated deposit account of Parent created on or after the date hereof to hold the proceeds of Term Loan Priority Collateral, together with any replacement or similar deposit account created to serve such purpose.

     All capitalized terms used but not defined in this Schedule 1.193 are used as defined in the Loan and Security Agreement.

17

Schedule 8.2
to Loan and Security Agreement

Specified Collateral

Commercial Tort Claims

• MBCI, A DIVISION OF NCI GROUP, INC. V. CANNON STORAGE SYSTEMS D/B/A VERN CANNON COMPANY AND VERN CANNON V. MBCI, A DIVISION OF NCI GROUP, INC. – Pending in District Court in Houston, Harris County, Texas. Breach of contract and business disparagement claims. Currently, the breach of contract claim as pled seeks damages of not less than approximately $360,000, plus all fees, interest, costs and other amounts to be determined at trial. Currently, the business disparagement claim as pled seeks all damages to be determined at trial including, but not limited to, punitive damages. Counterclaim alleges breach of warranty, violations of the Texas Deceptive Trade Practices Act, and tortious interference. Discovery is ongoing; case is set for trial in February 2010.

• NCI GROUP, INC. V. CANNON SERVICES, INC. ET AL. – Pending in the United States District Court for the Northern District of Georgia – Atlanta Division. Claims relating to fraud, theft, and conversion. Currently, the claims as pled seek damages in amounts to be proven at trial, but not less than $2,000,000, plus all fees, interest, costs and other amounts including treble and punitive damages. Case has been stayed pending criminal investigations against defendants. Discovery will commence once stay is lifted. No trial date has been set.

• NCI BUILDING SYSTEMS, INC. V. KELLY R. GINN, GREEN-SPAN PROFILES, L.P., GREEN-SPAN MANAGEMENT, LLC – Pending in District Court of Harris County, Houston, Texas. Currently, the claims against former Executive Vice President of Operations of NCI Building Systems, Inc. are for, among others, breach of non-competition agreements, breach of confidential relationship, misappropriation of confidential information, and breach of duty of loyalty. Currently, the claims as pled seek all damages to be proven at trial. Counterclaim alleges reimbursement of fees and costs. Discovery is ongoing. Trial is set for April 5, 2010.

Chattel Paper

None.

18

Schedule 8.2
to Loan and Security Agreement

Investment Property; Investments Accounts

See “Investment Accounts” in Schedule 8.21, which is incorporated into this Schedule 5.1 as if restated in full.

		Account	Account
Bank	Account Name	Type	Number
Bank of America Securities	NCI Building Systems Inc – Securities Account	Securities	[Redacted]*
901 Main Street
TX1-492-630-05
Dallas, TX 75202-3714
Barclays – Lehman	Nothing in Account	Securities	[Redacted]*
200 Crescent Ct., Suite 400
Dallas, TX 75201
Wells Fargo Bank	NCI Building Systems – Money Market	Securities	[Redacted]*
1000 Louisiana, Suite 650
Houston, TX 77002
Wachovia Securities – Special Equities Group	Brokerage Account – Treasury Shares – NCI Shares	Equity	[Redacted]*
375 Park Ave., 4th Fl.
New York, NY 10152
Wachovia Securities – Special Equities Group	NCI Building Systems, Inc. – Demutualization Shares (Heico)	Equity	[Redacted]*
375 Park Ave., 4th Fl. NY, NY 10152

* indicates redacted and filed separately with the Securities and Exchange Commission.

Letter-of-Credit Rights

L/C			Confirming	L/C	Account	Expire
Date	Customer Name	Issuing Bank	Bank	Amount	No.	Date
08/05/09	Andino Trading Kayatoni 66 Curacao – Antilles, Netherlands	Bank of Nova Scotia 44 King St West Toronto Canada M5H 1H1	Bank of America Houston, TX	$[Redacted]*	[Redacted]*	[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission.

Inventory and Documents of Title in Possession of Third Parties/Third-Party Processors of Accounts

19

Schedule 8.2
to Loan and Security Agreement

			3rd	OTHER	Warehouse
PROCESSOR	VALUE	PERIOD	Party/Owned	STATUS	Address
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*

20

Schedule 8.2
to Loan and Security Agreement

			3rd	OTHER	Warehouse
PROCESSOR	VALUE	PERIOD	Party/Owned	STATUS	Address
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*

21

Schedule 8.2
to Loan and Security Agreement

			3rd	OTHER	Warehouse
PROCESSOR	VALUE	PERIOD	Party/Owned	STATUS	Address
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission.

22

Schedule 8.2
to Loan and Security Agreement

Material Adverse Effect

None.

23

Schedule 8.4
to Loan and Security Agreement

Consents; Authorizations

None.

24

Schedule 8.6
to Loan and Security Agreement

Pending Litigation

Litigation

Identified below are pending lawsuits or threatened litigation claims involving NCI Building Systems, Inc. or any of its subsidiaries in which the amount in controversy is alleged to be in excess of $250,000 or is otherwise unspecified. Nothing in this document shall be construed to be an admission and all allegations and claims of opposing parties in all matters are disputed. Moreover, nothing in this document shall be interpreted as an admission or waiver of any claim, defense, counterclaim, affirmative defense, etc. that NCI, its subsidiaries and/or affiliates have or could assert.

• JOSE INFANTE V. METAL COATERS OF CALIFORNIA, INC.; NCI GROUP, INC.; HUGO ESTRADA, ET AL. – Pending in the Superior Court of California, County of San Bernadino, Rancho Cucamonga Division. Employment matter. Alleged damages unspecified. Discovery is ongoing, no trial date has been set.

• NCI GROUP, INC. V. CANNON SERVICES, INC. ET AL. – Pending in the United States District Court for the Northern District of Georgia – Atlanta Division. Fraud, theft and conversion matter. NCI’s damages against all defendants are more than $250,000. Case has been stayed pending criminal investigation. Discovery will commence once stay is lifted. No trial date has been set.

• BERNABE LOPEZ V. MBCI – Pending in District Court in Montgomery County, Texas. Claim alleges retaliatory termination related to prior workers’ compensation claim. Alleged damages unspecified. Discovery is ongoing, no trial date has been set. Case has been dormant for more than 5 years.

• METRIC CONSTRUCTION CO. V. PROFESSIONAL RAINGUTTER SERVICES, INC., MBCI, ET AL. – Pending in the United States District Court in Utah. Claim alleges negligent design. Alleged damages are $742,125. Discovery is ongoing; trial is scheduled for January 2010.

• CHASE HOME FINANCE LLC ET AL. V. MARK SWINK, MBCI ET AL. – Pending in the Circuit Court of the 18th Judicial Circuit in and for Seminole County, Florida. Claim alleges wrongful foreclosure. Alleged damages unspecified. Discovery is ongoing, but case has been dormant for over 1 year. No trial date has been set.

• MBCI, A DIVISION OF NCI GROUP, INC. V. CANNON STORAGE SYSTEMS D/B/A VERN CANNON COMPANY AND VERN CANNON V. MBCI, A DIVISION OF NCI GROUP, INC. – Pending in District Court in Houston, Harris County, Texas. Breach of contract and business disparagement claims. Counterclaim alleges breach of warranty, violations of the Texas Deceptive Trade Practices Act,

25

Schedule 8.6
to Loan and Security Agreement

	and tortious interference. Alleged damages unspecified. MBCI damages are more than $250,000. Discovery is ongoing; case is set for trial in February 2010.
•	SUMNER COUNTY BOARD OF EDUCATION V. CARDEN COMPANY, INC. V. MBCI, JOHNSON + BAILEY ARCHITECTS, P.C., ET AL. – Pending in Chancery Court for Sumner County, Tennessee. Claim alleges construction defect. Alleged damages unspecified. Discovery is ongoing and the parties are in settlement negotiations. Trial is set for week of April 12, 2010.
•	TEACHERS INSURANCE & ANNUITY ASSOCIATION OF AMERICA, A NEW YORK CORPORATION, FOR THE BENEFIT OF ITS REAL ESTATE ACCOUNT V. DPR CONSTRUCTION, INC., METALLIC BUILDING COMPANY, ET AL. – Pending in District Court in Denton County, Texas. Trial has resulted in a jury verdict apportioning a percentage of damages to NCI. NCI’s insurer will pay $92,269.24 in damages to Plaintiff building occupant Sincerely Yours and $112,838.88 in damages to Plaintiff building occupant Vantage Furniture. NCI’s Long Bay® System was found to not be unreasonably dangerous or defectively designed.
•	KLAMATH COUNTY, OREGON A POLITICAL SUBDIVISION OF THE STATE OF OREGON V. BOGATAY CONSTRUCTION, INCORPORATED, A/KA/ BOGATAY CONSTRUCTION, INC., NCI BUILDING SYSTEMS, L.P. D/B/A METALLIC BUILDING COMPANY – Pending in Circuit Court of Klamath County, Oregon. Alleged breach of warranty suit. Alleged damages of $1,000,000. Discovery is ongoing; no trial date has been set.

• SAINT-GOBAIN CONTAINER, INC. V. B.F.I., INC. AND B.F.A., INC. V. NCI BUILDING SYSTEMS, L.P., D/B/A MESCO BUILDING SOLUTIONS FORMERLY MESCO METAL BUILDINGS – Pending in Davies County Circuit Court Division, Kentucky. Claim alleges contribution and indemnity related to building collapse. Alleged damages unspecified. Discovery and settlement negotiations are ongoing. No trial date has been set.

• NCI GROUP, INC. D/B/A METALLIC BUILDING COMPANY VS. CALAMAR CONSTRUCTION MANAGEMENT – Pending in the United States District Court for the Southern District of Texas – Houston Division. Breach of contract claim for more than $313,000 debt. Counterclaim alleges breach of warranty and breach of contract. Discovery is concluding and trial is set for November 10, 2009.

• M.B. KAHN CONSTRUCTION COMPANY, INC., SUCCESSOR IN INTEREST TO CHANCEL CONSTRUCTION GROUP, INC. V. NCI BUILDING SYSTEMS, INC., SUCCESSOR IN INTEREST TO NCI BUILDING SYSTEM, L.P. – Pending in the U.S. District Court for the District of South Carolina, Florence Division.

26

Schedule 8.6
to Loan and Security Agreement

Claims allege delay and receipt of nonconforming materials. Alleged damages in excess of $250,000. Discovery is ongoing; no trial date has been set.

• JOSE VILLATORO V. TEXAS INTERNATIONAL EXPRESS, LLC AND NCI BUILDING SYSTEMS, INC. – Pending in Harris County District Court, Houston, Texas. Alleged personal injury claim. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.

• WAREHOUSES OF SARATOGA, GP F/K/A SARATOGA WAREHOUSE ASSOCIATES, GP V. UNITED PROGRESS, INC., STAR BUILDING SYSTEMS ET AL. – Alleged roof leak claim. Alleged damages unspecified. This case has been dormant for approximately 5 years. No trial date has been set.

• INTERNATIONAL FIDELITY INSURANCE COMPANY V. BMC CONTRACTORS, INC., NILE, INC., TRITT ENTERPRISES, INC., HEFCO CONSTRUCTION, INC., STAR BUILDING SYSTEMS, INC., DORIS D. HEFNER, AND LON DILLARD – Pending in the U.S. District Court for the Middle District of Georgia, Macon Division. Claim alleges defective design and manufacturing. Alleged damages unspecified. Star filed a counterclaim for breach of contract. The Court denied Star’s motion for judgment on the pleadings as well as Star’s opposition to BMC’s motion to set aside default and compel arbitration. No date has been set for the arbitration. Settlement discussions are ongoing.

• STEELCON GROUP LTD. V. ROBERTSON BUILDING SYSTEMS, LTD., ROBERTSON-CECO CORP. AND HARVEST BIBLE CHAPEL – Pending in the Ontario Superior Court of Justice, Canada. Claim alleges delays, breach of contract, defective design and manufacturing. Alleged damages are $25 million. Counterclaim asserts approximately $4.2 million. Discovery is ongoing; no trial date has been set.

• ROBERT OCCHIFINTO V. OLIVO CONSTRUCTION V. STAR BUILDING SYSTEMS – Superior Court of New Jersey, Sussex County Law Division. Claim alleges breach of warranties, negligence and breach of implied covenant of good faith and fair dealing, based on alleged supply of inadequate materials. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.

• LINDON CALVERT V. ARCO BUILDING SYSTEMS, INC., STAR BUILDING SYSTEMS, KEEYO CRAFT D/B/A KEEYO CRAFT CONSTRUCTION – Pending in the Circuit Court of Morgan County, Alabama. Claim alleges breach of warranty. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.

• JACKSON RANCHERIA HOTEL & CASINO V. WORTH GROUP MASTERBUILDERS INC. ET AL. V. K7 CONSTRUCTION, INC., STAR BUILDING SYSTEMS ET AL. – Pending in Superior Court for the State of

27

Schedule 8.6
to Loan and Security Agreement

California, Amador County. Claim alleges construction defects. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.

• ERIN BRADLY, LLC V. REGIONAL BUILDERS, INC., CECO BUILDINGS CORPORATION, ATLANTIC REFRIGERATION AND AIR CONDITIONING, INC., AES ARCHITECT, LLC, BRUCE ELLIOTT COMPANY AND CUSTOM STOREFRONTS & SKYLIGHTS, INC. – Pending in Superior Court for the State of Delaware, Sussex County. Claim alleges breach of warranty. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.

• MARION ALLEY V. ROBERTSON BUILDING SYSTEMS AND ROBERTSON CECO II CORPORATION – Pending in Ontario Superior Court of Justice, Canada. Claim alleges wrongful discharge matter. Alleged damages of $450,000 (Canadian). Discovery is ongoing; mediation is scheduled for January 2010.

• TALLAPOOSA DEVELOPMENT AUTHORITY V. NCI ET AL. – Pending in the United States District Court for the Northern District of Georgia – Newnan Division. Alleged breach of contract matter. Alleged damages unspecified. Discovery is ongoing; no trial date has been set.

• TRAVELERS EXCESS AND SURPLUS LINES COMPANY V. MICHAELSON ENTERPRISES, INC., J MOTA CONSTRUCTION, LLC, ATLANTECH REPS, INC., MCGOWAN BUILDERS, INC. AND STAR BUILDING SYSTEMS – Pending in U.S. District Court for the District of New Jersey. Claim relating to allegations of building collapse. Alleged damages of $314,121.36. Discovery is ongoing; no trial date has been set.

• TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA SUBROGEE OF EMERALD CORRECTIONAL MANAGEMENT, LLC V. HALE-MILLS CONSTRUCTION, LTD, MID-WEST STEEL BUILDING COMPANY, ET AL – Pending in Dallas County District Court, Dallas, Texas. Claim alleging roof collapse. Alleged damages of $567,834.69. Discovery is ongoing; no trial date has been set.

• NCI V. KELLY R. GINN, GREEN-SPAN PROFILES, L.P., GREEN-SPAN MANAGEMENT, LLC – Pending in District Court of Harris County, Houston, Texas Suit against former Executive Vice President of Operations of NCI Building Systems, Inc. alleging breach of non-competition agreement and misappropriation of confidential information. Counterclaim filed with damages unspecified. Discovery is ongoing. Trial is set for April 5, 2010.

• PRIDE ENTERPRISES, INC. V. LEWES STEEL SERVICES, STAR BUILDING SYSTEMS AND SCOTT AYARS – Pending in the U.S. District Court for the District of Delaware. Declaratory judgment action alleging breach of contract. Star’s

28

Schedule 8.6
to Loan and Security Agreement

counterclaim damages are more than $250,000. A motion to dismiss based on the venue selection clause in Star’s contract is pending. No trial date has been set.

• DBCI V. JB MATHEWS – Pending in the U.S. District Court for the Southern District of Texas. Breach of contract suit to collect $160,000 for materials purchased by JB Mathews. Defendant has alleged receipt of defective roll-up doors as basis for non-payment, and has filed a counterclaim seeking approximately $90,000 in damages. Discovery is in its early stages; trial is scheduled for the week of May 28, 2010.

• By letter dated January 15, 2009, QBE Agri Insurance notified NCI Group, Inc. of a potential claim with respect to the collapse of a pre-engineered steel building that took place on or about December 27, 2008. The building is located at 3206 A Long Prairie Rd., Valley, Washington. The insured has been identified as Springstone.

• By letter dated February 6, 2009, AMCO Insurance Company, a Nationwide company, notified All American Building Systems, an unincorporated division of NCI Group, Inc. of a potential claim with respect to the collapse of a roof that took place on January 27, 2009. The building is located a 2027 Rust Avenue, Cape Girardeau, Missouri. The insured has been identified as Rust Investment Properties LLC.

• Scott, Byron and Barbara House, former owners of Heritage Building Systems and Steelbuilding.com, have alleged certain claims against NCI Building Systems, Inc. and NCI Group, Inc. for payment of additional “hold-back” funds from NCI Building Systems, Inc.’s acquisition of these companies in December 2004 as well as devaluation of restricted stock not issued in December 2008. NCI Building Systems, Inc. and NCI Group, Inc. have defenses to these alleged claims. Settlement discussions are ongoing. At this time no lawsuit has been filed.

• Dale Earnhardt, Inc. (“DEI”) has raised claims regarding defects in two buildings wherein the air conditioning units on each building are sinking in the roof structure and, according to DEI’s claims, are at risk of falling through the roof. For the first building, DEI’s complaints have been asserted against Metallic Building Company, a division of NCI Group, Inc., VCC Construction, Keystone Builders and Al Kessel as principal of Keystone. For the second building, DEI has made its claims against Mesco Building Systems, a division of NCI Group, Inc., and VCC Construction. With respect to both Metallic and Mesco, DEI has informally asserted that each structure, or at least the roof on each structure, was defectively designed. DEI has made these allegations in an attempt to remediate each structure to avoid litigation. No site inspection has taken place at this time.

Tax Audits

29

Schedule 8.6
to Loan and Security Agreement

There are twenty-five (25) state sales & use and income/franchise tax audits in progress and three (3) property tax audits in progress. It is possible that a material assessment could result from any one or more of the audits currently in progress. See the list below for the audits currently in progress.

NCI Building Systems, Inc. & Subsidiaries
Schedule of Tax Audits Currently in Progress

		Local		Type of	Audit Period
Count	State	Jurisdiction	Legal Entity	Audit	From	To
1.	AL	AlaTax	A & S Building Systems LP	Sales & Use	1-Jul-05	28-Oct-07
2.	AL	AlaTax	NCI Building Systems LP/DBCI	Sales & Use	1-Nov-06	28-Oct-07
3.	AL	AlaTax	Robertson-Ceco II Corp	Sales & Use	1-Nov-04	30-Jun-07
4.	AL	Hoover	Metal Building Components LP	Sales & Use	1-Jan-06	31-Jan-09
5.	CA	N/A	NCI Building Systems LP	Sales & Use	1-Oct-03	28-Oct-07
6.	CA	N/A	Steelbuilding.Com Inc	Sales & Use	1-Apr-05	28-Oct-07
7.	CT	N/A	Robertson-Ceco II Corp	Sales & Use	1-Nov-05	30-Nov-08
8.	LA	Bossier City	Metal Building Components, L.P.	Sales & Use	1-Jul-06	28-Oct-07
9.	MA	N/A	Robertson-Ceco II Corp	Sales & Use	1-Apr-06	1-Mar-09
10.	NC	N/A	Robertson-Ceco II Corp	Sales & Use	1-Jan-06	31-Dec-08
11.	TN	N/A	NCI Building Systems LP	Sales & Use	1-Dec-03	31-Dec-06
12.	TX	N/A	Metal Building Components LP	Sales & Use	1-Sep-04	28-Oct-07

30

Schedule 8.6
to Loan and Security Agreement

		Local		Type of	Audit Period
Count	State	Jurisdiction	Legal Entity	Audit	From	To
13.	TX	N/A	NCI Building Systems LP	Sales & Use	1-Jul-04	28-Oct-07
14.	VA	N/A	Robertson-Ceco II Corp	Sales & Use	1-Sep-05	31-Aug-08
15.	WA	N/A	NCI Building Systems LP	Sales & Use	1-Nov-03	28-Oct-07
16.	WA	N/A	Metal Building Components LP	Sales & Use	1-Nov-03	28-Oct-07
17.	WA	N/A	NCI Group LP	Sales & Use	1-Nov-03	28-Oct-07
18.	NC	N/A	NCI Holding Corp	Income / Franchise	31-Oct-04	28-Oct-07
19.	NC	N/A	A & S Building Systems LP	Income / Franchise	31-Oct-04	28-Oct-07
20.	NC	N/A	Robertson-Ceco Corp	Income / Franchise	1-Jan-05	6-Apr-06
21.	NC	N/A	Robertson-Ceco II Corp	Income / Franchise	7-Apr-06	28-Oct-07
22.	SD	N/A	NCI Group, Inc.	Sales & Use	29-Oct-07	1-Nov-09
23.	SD	N/A	Robertson-Ceco II Corp	Sales & Use	1-Jul-06	1-Nov-09
24.	SD	NA	NCI Building Systems LP/DBCI	Sales & Use	1-Jan-06	28-Oct-07
25.	TX	N/A	Robertson-Ceco II Corp	Franchise	30-Oct-06	28-Oct-07
26.	TN	Henderson County	NCI Group, Inc.	Property	1-Jan-06	1-Jan-09
27.	TN	Shelby County	NCI Group, Inc.	Property	Tax Year 2006	Tax Year 2009
28.	CA	Merced County	NCI Group, Inc.	Property	Tax Year 2006	Tax Year 2009

31

Schedule 8.6
to Loan and Security Agreement

NCI Building Systems, Inc. & Subsidiaries
Schedule of Outstanding Statute of Limitations
Waivers

			Audit Period		Statute
					Extended
Jurisdiction	Legal Entity	Type of Tax	From	To	To
California	NCI Building Systems LP	Sales & Use	1-Oct-03	28-Oct-07	1/31/2010
California	Steelbuilding.Com Inc	Sales & Use	1-Apr-05	28-Oct-07	1/31/2010
Massachusetts	Robertson-Ceco II Corp	Sales & Use	1-Apr-06	1-Mar-09	12/31/2009
North Carolina	Robertson-Ceco II Corp	Sales & Use	1-Jan-06	31-Dec-08	2/15/2010
North Carolina	Robertson-Ceco Corp	Income/Franchise	1-Jan-05	6-Apr-06	2/28/2010
North Carolina	Robertson-Ceco II Corp	Income/Franchise	7-Apr-06	28-Oct-07	2/28/2010
Tennessee	NCI Building Systems LP	Sales & Use	1-Dec-03	31-Dec-06	10/31/2009
Texas	Metal Building Components LP	Sales & Use	1-Sep-04	28-Oct-07	1/31/2010
Texas	NCI Building Systems LP	Sales & Use	1-Jul-04	28-Oct-07	10/31/2010
Washington	NCI Building Systems LP	Sales & Use	2-Nov-03	28-Oct-07	12/31/2009
Washington	Metal Building Components LP	Sales & Use	2-Nov-03	28-Oct-07	12/31/2009

On July 6, 2009, NCI Building Systems, Inc. filed Internal Revenue Service Form 3115 on behalf of its subsidiary, NCI Group, Inc. to change NCI Group, Inc.’s method of amortization of certain intangible assets.

Employment Matters

1. EEOC Charges Pending:

Karen Stewart v. Doublecote

Deidre Thompson v. MBCI

2. EEOC charges with “No Cause” findings but not yet time-barred under right-to-sue:

Louie De La Torre v. NCI Building Systems, Inc.

Jose Infante v. Metal Coaters of California et al.

Jerry Pittman v. MBCI

3. Alleged WARN violation:

32

Schedule 8.6
to Loan and Security Agreement

James Layton WARN Act Complaint with the Illinois Department of Labor arising out of the closing of the NCI Building Systems, Inc. facility in Mattoon, Illinois.

4. Litigation:

Bernabe Lopez v. MBCI – Pending in District Court in Montgomery County, Texas. Claim alleges retaliatory termination related to prior workers’ compensation claim. Alleged damages unspecified. Discovery is ongoing, no trial date has been set. Case has been dormant for more than 5 years.

Marion Alley v. Robertson Building Systems and Robertson Ceco II Corporation – Pending in Ontario Superior Court of Justice, Canada. Claim alleges wrongful discharge matter. Alleged damages of CAD $450,000. Discovery is ongoing; mediation is scheduled for January 2010.

Barry Boyd v. Robertson Building Systems, Limited – Pending in Court of Queen’s Bench of Alberta, Judicial Center of Alberta. Wrongful termination suit. Seeking approximately CAD $150,000 in damages. Discovery is ongoing; no trial date has been set.

Steve Rybchak v. Robertson Building Systems, Limited – Pending in Ontario Superior Court of Justice. Wrongful termination suit. Seeking approximately CAD $100,000 in damages. Discovery is ongoing; no trial date has been set. Mediation is anticipated.

Jacqulyn Rena Cain, on behalf of herself and all others similarly situated v. Metal Coater of California, Inc.; NCI Building Systems, L.P.; Metal Building Components, L.P. et. al. – case is now settled.

Jose Infante, on behalf of himself and all others similarly situated v. Metal Coater of California, Inc.; NCI Group, Inc., et al. – case is now settled.

5. OSHA Matters:

On 07/22/2008, a notice of citation and penalty from Cal-OSHA was sent to Star Building Systems (incorrectly identified as a dba for NCI Building Systems, Inc.) with respect to its plant in Lockeford, California.

33

Schedule 8.9
to Loan and Security Agreement

Intellectual Property

The following liens exist on Borrowers’ intellectual property assets:

		Registration	Registration
Mark	Registrant	No.	Date	Lien Holder
M MESCO	NCI Group, Inc.	1055914	01/11/77	MBank Dallas, N.A. (via security agreement dated October 23, 1987 between Anderson Industries, Inc. and MBank Dallas, N.A.)
M MESCO	NCI Group, Inc.	1069517	07/12/77	MBank Dallas, N.A. (via security agreement dated October 23, 1987 between Anderson Industries, Inc. and MBank Dallas, N.A.)
CECO	Robertson-Ceco II Corporation	0523359	04/04/50	Citicorp Industrial Credit, Inc. as agent (via security agreement dated 12/9/86 between The Ceco Corporation and Citicorp Industrial Credit, Inc. as agent)
CECOLOK	Robertson-Ceco II Corporation	1337543	05/28/85	Citicorp Industrial Credit, Inc. as agent (via security agreement dated 12/9/86 between The Ceco Corporation and Citicorp Industrial Credit, Inc. as agent)

[Redacted]*

* Indicates redacted and filed separately with the Securities and Exchange Commission.

34

Schedule 8.14
to Loan and Security Agreement

UCC Filing Offices

Entity	State of Incorporation	Entity Address
NCI Building Systems, Inc.,	Delaware	10943 North Sam Houston Parkway, West Houston, Texas 77064
NCI Group, Inc.	Nevada	10943 North Sam Houston Parkway, West Houston, Texas 77064
Robertson-Ceco II Corporation	Delaware	10943 North Sam Houston Parkway, West Houston, Texas 77064
Steelbuilding.com, Inc.	Delaware	10943 North Sam Houston Parkway, West Houston, Texas 77064

Intellectual Property Filings

Trademark Security Agreement, dated as of October 20, 2009, made by NCI Group, Inc. in favor of Wells Fargo Foothill, LLC

Patent Security Agreement, dated as of October 20, 2009, made by NCI Group, Inc. in favor of Wells Fargo Foothill, LLC

Copyright Security Agreement, dated as of October 20, 2009, made by NCI Group, Inc. in favor of Wells Fargo Foothill, LLC

Trademark Security Agreement, dated as of October 20, 2009, made by Robertson-Ceco II Corporation in favor of Wells Fargo Foothill, LLC

35

Schedule 8.16
to Loan and Security Agreement

Subsidiaries

Subsidiary	Ownership Interest	Jurisdiction
NCI Group, Inc.	NCI Building Systems, Inc. (100%)	Nevada
Robertson-Ceco II Corporation	NCI Building Systems, Inc. (100%)	Delaware
Building Systems de Mexico S.A. de C.V.	NCI Building Systems, Inc. (99.99999998%) NCI Group, Inc. (0.00000002%)	Nuevo Leon, Mexico
Steelbuilding.com, Inc.	NCI Group, Inc. (100%)	Delaware
Robertson Building Systems, Limited	Robertson-Ceco II Corporation (100%)	Ontario, Canada

36

Schedule 8.18
to Loan and Security Agreement

Environmental Compliance

• Metal Prep, Houston, Texas – Voluntary Clean-Up (“VCP”) Site Investigation and Remediation (certificate of closure received) — 11/10/06.

• Metal Coaters, Rancho Cucamonga, California – California Department of Toxic Substances Control December 2005 Corrective Action Consent Agreement.

• Metal Coaters, Rancho Cucamonga, California – South Coast Air Quality Management District (“SCAQMD”) December 29, 2008 Notice of Violation (“NOV”)/Notice to Comply.

• Metal Coaters, Jackson, MS – on 08/10/2009 MCM received a NOV from the MDEQ that it did not submit its Waste Water Permit Renewal Application in a timely manner.

• RCC, Rocky Mount, North Carolina – on 08/25/2009 this facility received a NOV for submitting Quarterly Air Permit Report untimely.

• RCC, Lockeford, CA – San Joaquin Environmental Health Department conducted a site inspection of this facility on 08/11/ 2009 and issued a NOV/Notice to Comply.

• RCC, Rocky Mount, North Carolina – Company was identified as a Potentially Responsible Party (“PRP”) at the Philip Services Superfund Site.

• Robertson-Ceco II Corporation, Rocky Mount, North Carolina:

i.	The parking lot area of the facility was reportedly used as a historical hazardous waste site.
ii.	In 2008, the Company voluntarily remediated impacted soil containing elevated metal/chromium concentrations in the embankment area of the facility.

• RCC, Columbus, Mississippi – The rear of this facility was reportedly used as a historical hazardous waste site.

• Mesco, Southlake, Texas – The Company conducted soil remediation under the State’s VCP Program.

• NCI Building Systems, Inc. (as purported successor to H.H. Robertson) was identified as a PRP at the Frontier Chemical waste disposal site in Niagara Falls, NY.

• MBCI Hardy Water Well NOV — 11/29/07.

37

Schedule 8.18
to Loan and Security Agreement

• MCM DOT Hazardous Waste Final Order — 9/2/2006.

• MCC EPA RCRA Consent Agreement — 6/30/2005.

• MCC Inland Empire Utilities Agency NOV — 1/25/2005.

• MCC Inland Empire Utilities Agency NOV — 6/22/2004.

• MCC Inland Empire Utilities Agency NOV — 5/17/2005.

• MCC Inland Empire Utilities Agency NOV — 1/24/2006.

• MCC Inland Empire Utilities Agency NOV — 7/23/2008.

• MCC SCAQMD Notice to Comply — 4/19/2006.

• MCC SCAQMD Notice to Comply — 6/3/2005.

• MCC SCAQMD Notice to Comply — 9/21/2004.

• MCC SCAQMD Notice to Comply — 3/10/2009.

• NCI Lexington Operating Permit NOV and Civil Order — 7/17/2006.

• Metal Prep — Houston VCP Site Investigation and Remediation (certificate of closure received) — 11/10/06.

• Metal Coaters, Marietta, Georgia – Company was identified as a PRP at the M&J Solvents site.

38

Schedule 8.19
to Loan and Security Agreement

Name; State of Organization; Chief Executive Office;
Locations of Inventory and Records

I. Name, Type and State of Organization, Identification Number, Chief Executive Office

			Organizational
			Identification
			Number/Tax	Chief Executive
	Type of	State of	Identification	Office / Mailing	Location of
Name	Organization	Organization	Number	Address	Records
NCI Group, Inc.	Corporation	Nevada	[Redacted]*	10943 North Sam Houston Parkway West Houston, TX 77064	10943 North Sam Houston Parkway West Houston, TX 77064
Robertson-Ceco II Corporation	Corporation	Delaware	[Redacted]*	10943 North Sam Houston Parkway West Houston, TX 77064	10943 North Sam Houston Parkway West Houston, TX 77064
NCI Building Systems, Inc.	Corporation	Delaware	[Redacted]*	10943 North Sam Houston Parkway West Houston, TX 77064	10943 North Sam Houston Parkway West Houston, TX 77064
Steelbuilding.com, Inc.	Corporation	Delaware	[Redacted]*	10943 North Sam Houston Parkway West Houston, TX 77064	10943 North Sam Houston Parkway West Houston, TX 77064

* Indicates redacted and filed separately with the Securities and Exchange Commission.

Borrower NCI Group, Inc. has been known by the following names:

• NCI Operating Corp.

39

Schedule 8.19
to Loan and Security Agreement

• NCI Group, L.P;

• A&S Building Systems, L.P.;

• NCI Building Systems, L.P.;

• Metal Building Components, L.P., and

• Steelbuilding.com, Inc.

The following are unincorporated divisions of NCI Group, Inc.:

• A&S Building Systems;

• All American Systems;

• American Building Company (“ABC”);

• Doors & Building Components (“DBCI”);

• Heritage Building Systems;

• Insulated Panel Systems (“IPS”);

• Metal Building Components (“MBCI”);

• Metal Building Supply Company;

• Metal Coaters;

• Metallic Building Company;

• Mid-West Steel Building Company;

• NCI Building Systems;

• NCI Metal Depots;

• Steelbuilding.com; and

• Steel Systems.

The following are unincorporated divisions of Robertson-Ceco II Corporation:

• Ceco Building Systems;

40

Schedule 8.19
to Loan and Security Agreement

• Garco Building Systems; and

• Star Building Systems.

Steelbuilding.com, Inc. has been known by the following name:

• Steelbuilding Acquisition, Inc.

II. Inventory at Third Party Locations/Third-Party Processors of Accounts

* indicates redacted and filed separately with the Securities and Exchange Commission

			3rd	OTHER	Warehouse
PROCESSOR	VALUE	PERIOD	Party/Owned	STATUS	Address
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*

41

Schedule 8.19
to Loan and Security Agreement

			3rd	OTHER	Warehouse
PROCESSOR	VALUE	PERIOD	Party/Owned	STATUS	Address
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*

42

Schedule 8.19
to Loan and Security Agreement

			3rd	OTHER	Warehouse
PROCESSOR	VALUE	PERIOD	Party/Owned	STATUS	Address
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Warehouse	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	3rd Party Location	Processor	[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission

IV. Inventory at NCI Leased Locations

PROCESSOR	VALUE	PERIOD	ADDRESS
[Redacted]*	$[Redacted]*	August ‘09 Month	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	[Redacted]*

43

Schedule 8.19
to Loan and Security Agreement

PROCESSOR	VALUE	PERIOD	ADDRESS
[Redacted]*	$[Redacted]*	August ‘09 Month	[Redacted]*
[Redacted]*	$[Redacted]*	August ‘09 Month	[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission

44

Schedule 8.20
to Loan and Security Agreement

Labor Matters

Collective Bargaining Agreements:

     Mexican Union Agreement

          Union agreement with Adherido A La Federacion Nacional De Sindicatos Independientes (Industrial Workers Union-National Federation of Independent Unions).

     Garco Union Agreement

          Union Agreement between Garco Building Systems and International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers.

45

Schedule 8.21
to Loan and Security Agreement

Deposit Accounts; Investment Accounts

     Deposit Accounts

*  indicates redacted and filed separately with the Securities and Exchange Commission

			Account
Bank	Account Name	Account Type	Number	Account Status
[Redacted]*	Metal Building Components. LP	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Group, Inc.	Depository	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components LP DBA Midland Metals	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Top Tier Account	Concentration	[Redacted]*	[Redacted]*
[Redacted]*	NCI Buildings Intermediary Concentration Account	Intermediary Concentration	[Redacted]*	[Redacted]*
[Redacted]*	MBCI Intermediary Concentration Account	Intermediary Concentration	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components Inc Operating	Depository	[Redacted]*	[Redacted]*
[Redacted]*	Metal Prep Inc Operating	Depository	[Redacted]*	[Redacted]*
[Redacted]*	NCI Building Systems LP Corporate Account	Depository	[Redacted]*	[Redacted]*
[Redacted]*	RCC Ceco East Depository	Depository	[Redacted]*	[Redacted]*
[Redacted]*	RCC Ceco Midwest Depository	Depository	[Redacted]*	[Redacted]*
[Redacted]*	RCC Ceco South Depository	Depository	[Redacted]*	[Redacted]*
[Redacted]*	RCC Concentration Account	Intermediate Depository	[Redacted]*	[Redacted]*
[Redacted]*	RCC Garco Depository	Depository	[Redacted]*	[Redacted]*
[Redacted]*	RCC Star Depository	Depository	[Redacted]*	[Redacted]*
[Redacted]*	A & S Building Systems	Disbursement	[Redacted]*	[Redacted]*

46

Schedule 8.21
to Loan and Security Agreement

			Account
Bank	Account Name	Account Type	Number	Account Status
[Redacted]*	DBCI AP	Disbursement	[Redacted]*	[Redacted]*
[Redacted]*	MBCI Operating LP CD AP	Disbursement	[Redacted]*	[Redacted]*
[Redacted]*	NCI Building Systems LP Corporate Account	Disbursement	[Redacted]*	[Redacted]*
[Redacted]*	NCI Group Garnishment	Disbursement	[Redacted]*	[Redacted]*
[Redacted]*	NCI Group Payroll	Disbursement	[Redacted]*	[Redacted]*
[Redacted]*	RCC — AP Local CD Acct	Disbursement	[Redacted]*	[Redacted]*
[Redacted]*	RCC AP Account	Disbursement	[Redacted]*	[Redacted]*
[Redacted]*	RCC Prudential DeMutualization Retirees (Trust)	Disbursement	[Redacted]*	[Redacted]*
[Redacted]*	A&S Building Systems — Petty Cash Account	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	DBCI — GA Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	DBCI Chandler AZ Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Doors & Building Components Div of NCI Building Systems	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Ennis Rollforming Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Heritage Building Systems Petty Cash Acct	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components Inc Atlanta Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components Inc Houston Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components Inc Lubbock Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components Inc Oklahoma Petty Cash	Petty Cash	[Redacted]*	[Redacted]*

47

Schedule 8.21
to Loan and Security Agreement

			Account
Bank	Account Name	Account Type	Number	Account Status
[Redacted]*	Metal Building Components Inc Richmond Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components Inc San Antonio Petty Ca	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components LP Rome Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Coaters of California	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Coaters of Georgia Inc Petty Cash Attn Sandy	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Prep Inc — Houston Petty Cash Attn Sandy Hen	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Prep Inc — Memphis Petty Cash Attn Sandy Hen	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Group Inc – Atwater Petty Cash Acct	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Metal Depots Albuquerque Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Metal Depots Baytown Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Metal Depots Farmington Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Metal Depots Las Cruces Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Convertible Notes Account	Exchange Offer	[Redacted]*	[Redacted]*
[Redacted]*	Star Building Systems	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components LP Phoenix Petty Cash Ac	Petty Cash	[Redacted]*	[Redacted]*

48

Schedule 8.21
to Loan and Security Agreement

			Account
Bank	Account Name	Account Type	Number	Account Status
[Redacted]*	NCI Building Systems LP – Tallapoosa	Petty Cash	[Redacted]*	[Redacted]*
	Process of being closed.
[Redacted]*	Metal Building Components LP — Metal Depots	Deposits	[Redacted]*	[Redacted]*
[Redacted]*	NCI Building Systems Medical Benefit Account	Imprest Account	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components Inc Indianapolis Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	American Building Components Inc Nicholasville Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Metal Depot Cleveland Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Ceco Building Systems	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	MBCI; Doublecoat Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components LP Jackson Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components LC Memphis Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Building Systems LP — Lexington Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Star Buildings — Monticello	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Component DBA NCI Metal Depot	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Bldg Systems Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Buildings Supply Co. — Division of Mesco	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	NCI Building Systems, LP — Letters of Credit	Collateral Account	[Redacted]*	[Redacted]*

49

Schedule 8.21
to Loan and Security Agreement

			Account
Bank	Account Name	Account Type	Number	Account Status
[Redacted]*	MBCI — ABC Omaha Petty Cash	Petty Cash	[Redacted]*	[Redacted]*
[Redacted]*	Metal Building Components Inc Steelco Salt Lake	Petty Cash	[Redacted]*	[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission

     Investment Accounts

		Account	Account	Account
Bank	Account Name	Type	Number	Status
[Redacted]*	NCI Building Systems Inc – Securities Account	Securities	[Redacted]*	[Redacted]*
[Redacted]*	Nothing in Account	Securities	[Redacted]*	[Redacted]*
[Redacted]*	NCI Building Systems — Money Market	Securities	[Redacted]*	[Redacted]*
[Redacted]*	Brokerage Account – Treasury Shares – NCI Shares	Equity	[Redacted]*	[Redacted]*
[Redacted]*	NCI Building Systems, Inc. – Demutualization Shares (Heico)	Equity	[Redacted]*	[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission

50

Schedule 8.22
to Loan and Security Agreement

Insurance

*Indicates redacted and filed separately with the Securities and Exchange Commission.

COMPANY/POLICY			AMOUNT OF
NUMBER	TERM	DESCRIPTION OF COVERAGE	INSURANCE/LIMIT
[Redacted]*
[Redacted]*	[Redacted]*	General Aggregate	[Redacted]*
[Redacted]*		Products-Completed Operations	[Redacted]*
		Each Occurrence	[Redacted]*
		Personal and Advertising Injury	[Redacted]*
		Damage to Premises Rented to You	[Redacted]*
		Medical Expense	[Redacted]*
		Employee Benefits Liability
		Each Employee	[Redacted]*
		Aggregate	[Redacted]*
		Self-Insured Retention:	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Liability	[Redacted]*
[Redacted]*		Personal Injury Protection	[Redacted]*
		Uninsured/Underinsured Motorists	[Redacted]*
		Hired Car Physical Damage	[Redacted]*
		Comprehensive	[Redacted]*
		Collision	[Redacted]*
		NEW YORK SPECIFIC
		Personal Injury Protection	[Redacted]*
		Aggregate No-Fault Benefits Available	[Redacted]*
		Death Benefit	[Redacted]*
		Other Necessary Expenses Per Day	[Redacted]*
		Statutory Uninsured Motorists	[Redacted]*
		Deductibles:
		Liability, PIP & UM, Each Accident	[Redacted]*
		Comprehensive/Collision — PP & LT	[Redacted]*
		Comprehensive/Collision — All Other autos	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Employers Liability
[Redacted]*		Bodily Injury by Accident, Each Accident	[Redacted]*
		Bodily Injury by Disease, Policy Limit	[Redacted]*
		Bodily Injury by Disease, Each Employee	[Redacted]*
		Deductible	[Redacted]*
[Redacted]*	[Redacted]*	Employers Liability
[Redacted]*		Bodily Injury by Accident, Each Accident	[Redacted]*
		Bodily Injury by Disease, Policy Limit	[Redacted]*
		Bodily Injury by Disease, Each Employee	[Redacted]*
[Redacted]*	[Redacted]*	Employers Liability
[Redacted]*		Bodily Injury by Accident, Each Accident	[Redacted]*
		Bodily Injury by Disease, Policy Limit	[Redacted]*
		Bodily Injury by Disease, Each Employee	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Each Occurrence	[Redacted]*
[Redacted]*		General Aggregate	[Redacted]*
		Products/Completed Operations Aggregate	[Redacted]*
		Crisis Response Sublimit of Insurance	[Redacted]*
		Excess Casualty Crisis Fund Limit of Insurance	[Redacted]*
		Self Insured Retention:	[Redacted]*
[Redacted]*	[Redacted]*	Per Occurrence	[Redacted]*
[Redacted]*		General Aggregate Where Applicable	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Per Occurrence	[Redacted]*
[Redacted]*		Aggregate	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	No more in any one occurrence than the proportionate share for the total of all coverage(s) combined regardless of the number of premises involved	[Redacted]*
[Redacted]*
			[Redacted]*
		High Hazard Earth Movement Zones Excluding California	[Redacted]*
		Earth Movement California	[Redacted]*
		Flood: Annual Occurrence/Aggregate — Not to exceed the following per occurrence/aggregate that are part of and not in additional to the general aggregate limit	[Redacted]*
		High Hazard Flood Zones	[Redacted]*
		Accounts Receivable	[Redacted]*
		Boiler and Machinery	[Redacted]*
		Ammonia Damage	[Redacted]*
		Expediting Expense	[Redacted]*
		Substance Declared Hazardous	[Redacted]*
		Spoilage	[Redacted]*
		Water Damage	[Redacted]*
		Brands, Labels and Trademarks	[Redacted]*
		Business Interruption	[Redacted]*
		Coinsurance Deficiency	[Redacted]*
		Contingent Business Interruption	[Redacted]*
		Contingent Business Interruption — Severstal North America, Inc	[Redacted]*
		Debris Removal	[Redacted]*
		Decontamination Costs Occurrence/Aggregate	[Redacted]*
		Deferred Payments	[Redacted]*
		Demolition/Increased Cost of Construction (Building Laws)	[Redacted]*
		Devaluation	[Redacted]*
		Difference in Construction/Difference in Limits	[Redacted]*
		Errors and Omissions	[Redacted]*
		Exhibitions	[Redacted]*
		Expediting Expense	[Redacted]*
		Extra Expense	[Redacted]*
		Fine Arts	[Redacted]*
		Fire Department Service Charge	[Redacted]*
		Foreign Tax Discrepancy	[Redacted]*
		Ingress/egress	[Redacted]*
		Insured’s Liability (Property in care, custody and control)	[Redacted]*
		Interruption by Civil or Military Authority	[Redacted]*
		Leasehold Interest (excess rent)	[Redacted]*
		Newly Acquired Locations	[Redacted]*
		Off Premises Service Interruption	[Redacted]*
		Pollution and Hazardous Material Cleanup Occurrence/Aggregate	[Redacted]*
		Professional Fees	[Redacted]*
		Protection of Property	[Redacted]*
		Radioactive Contamination	[Redacted]*
		Rental Value	[Redacted]*
		Research and Development	[Redacted]*
		Royalties	[Redacted]*
		Soft Costs and delay in start up	[Redacted]*
		Tax treatment of certain profits	[Redacted]*
		Tenants and neighbors liability (code)	[Redacted]*
		Transit	[Redacted]*
		Unnamed/Unreported Locations	[Redacted]*
		Valuable Papers and Records	[Redacted]*
[Redacted]*		Deductibles:
		Combined all coverages except as indicated below:	[Redacted]*
		Earth Movement	[Redacted]*
			[Redacted]*
			[Redacted]*
		Flood	[Redacted]*
			[Redacted]*
			[Redacted]*
		Named Storm	[Redacted]*
			[Redacted]*
			[Redacted]*
		Waiting Period	[Redacted]*
			[Redacted]*
			[Redacted]*
		Transit	[Redacted]*
[Redacted]*	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Per Occurrence	[Redacted]*
[Redacted]*	[Redacted]*	Per Occurrence	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Combined Single Limit, including passengers	[Redacted]*
		Aircraft Physical Damage — 1980 Sabreliner 65 N25VC	[Redacted]*
		Aircraft Physical Damage — 1981 Sabreliner 65 N75VC	[Redacted]*
		War Risk	[Redacted]*
		Corporate Aviation Extended Coverage Amendment
		Medical Payments	[Redacted]*
		Personal Injury	[Redacted]*
		Voluntary settlement including crew — each passenger	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Commercial General Liability — Master Control Program Aggregate	[Redacted]*
		General Aggregate	[Redacted]*
		Products-Completed Operations	[Redacted]*
		Personal and Advertising Injury	[Redacted]*
		Each Occurrence	[Redacted]*
		Damage to Premises Rented to You	[Redacted]*
		Medical Expense	[Redacted]*
		Hired and Non-Owned Autos Liability each accident	[Redacted]*
		Hired and Non-Owned Autos -Medical Expense each accident	[Redacted]*
		Workers’ Compensation/Employers Liability
		Workers’ Compensation	[Redacted]*
		Employers Liability
		Bodily Injury by Accident, Each Accident	[Redacted]*
		Bodily Injury by Disease, Policy Limit	[Redacted]*
		Bodily Injury by Disease, Each Employee	[Redacted]*
		Repatriation	[Redacted]*
		Foreign Travel Accident and Sickness — North American Employees (US & Canada based)
		Coverage A, B — Accidental Death and Dismemberment — 24 Hour Protection
		Principal Sum, each Insured person or five times the insured person’s annual salary whichever is the lower	[Redacted]*
		Aggregate Limit any one accident for all insured persons	[Redacted]*
		Coverage C — Accident and Sickness Medical Expenses
		Covered medical expense, each Insured person	[Redacted]*
		Covered medical expense, maximum each Injury or Sickness	[Redacted]*
		Coverage D — Emergency Medical Evacuation
		Covered Expenses, each Insured person	[Redacted]*
		Maximum, each Serious injury or sickness	[Redacted]*
		Coverage E — Emergency Family Travel
		Maximum, each Emergency medical evacuation	[Redacted]*
		Coverage F — Repatriation of Remains
		Covered Expense, each Insured Person	[Redacted]*
		Maximum for all Insured person(s) any one Accident or Sickness	[Redacted]*
		Includes Mexico local policy
[Redacted]*		Deductible:
		Coverage C — Accident and Sickness Medical Expenses
[Redacted]*	[Redacted]*
		Kidnap and Ransom Each insured event/aggregate	[Redacted]*
		Each Loss Component Limit
		Ransom Monies	[Redacted]*
		In-Transit Delivery	[Redacted]*
		Expenses	[Redacted]*
		Consultants/Expenses	[Redacted]*
		Judgments, Settlements, and Defense Cost	[Redacted]*
		Death or Dismemberment	[Redacted]*
		`
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Each Loss, Remediation Expense or Legal Defense Expense	[Redacted]*
[Redacted]*		Total for all Loss, Remediation Expense, Legal Defense Expense	[Redacted]*
		Self Insured Retention:
		Each Loss, Remediation Expense or Legal Defense Expense	[Redacted]*
[Redacted]*
[Redacted]*		Each Pollution Incident Limit	[Redacted]*
[Redacted]*		Aggregate Limit	[Redacted]*
		Deductible	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Vessel Conveyance	[Redacted]*
		Air Conveyance	[Redacted]*
		Land Conveyance	[Redacted]*
		Deductible:
		Each claim, single loss occurrence	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*		Aggregate Limit	[Redacted]*
		Self-Insured Retention	[Redacted]*
[Redacted]*		Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Employee Theft	[Redacted]*
[Redacted]*		Forgery or Alteration	[Redacted]*
		Inside Premises — Theft of Money & Securities	[Redacted]*
		Inside Premises — Robbery, Safe Burglary — Other Property	[Redacted]*
		Outside the Premises	[Redacted]*
		Computer Fraud	[Redacted]*
		Money Orders and Counterfeit Paper Currency	[Redacted]*
		Funds Transfer Fraud	[Redacted]*
		Deductibles:
		Employee Theft	[Redacted]*
		Forgery or Alteration	[Redacted]*
		Inside Premises — Theft of Money & Securities	[Redacted]*
		Inside Premises — Robbery, Safe Burglary — Other Property	[Redacted]*
		Outside the Premises	[Redacted]*
		Computer Fraud	[Redacted]*
		Money Orders and Counterfeit Paper Currency	[Redacted]*
		Funds Transfer Fraud	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*		Each Claim for all other loss, including Defense Costs
		Self Insured Retention	[Redacted]*
		Employer’s Security Claims — Self Insured Retention	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Aggregate Limit of Liability for the Policy Year	[Redacted]*
[Redacted]*		Retention:
		Insuring Agreement B and/or C: Each Claim other than a Securities Claim or Employment Practices Claim	[Redacted]*
		Insuring Agreement B and/or C: Each Employment Practices Claim	[Redacted]*
		Insuring Agreement B and/or C: Each Securities Claim	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability Each Loss	[Redacted]*
[Redacted]*		Aggregate Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Aggregate Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*		Aggregate	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
TRADE CREDIT
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*
SPECIAL CRIME
[Redacted]*	[Redacted]*	Limit of Liability	[Redacted]*

This schedule should be used for reference purposes only. Please consult the actual policies for full terms, conditions and exclusions.

* Indicates redacted and filed separately with the Securities and Exchange Commission.

51

Schedule 10.2
to Loan and Security Agreement

Permitted Liens

Intellectual Property Liens:

		Registration		Registration
Mark	Registrant	No.		Date	Lien Holder
M MESCO	NCI Group, Inc.		1055914	01/11/77	MBank Dallas, N.A. (via security agreement dated October 23, 1987 between Anderson Industries, Inc. and MBank Dallas, N.A.)
M MESCO	NCI Group, Inc.		1069517	07/12/77	MBank Dallas, N.A. (via security agreement dated October 23, 1987 between Anderson Industries, Inc. and MBank Dallas, N.A.)
CECO	Robertson-Ceco II Corporation		0523359	04/04/50	Citicorp Industrial Credit, Inc. as agent (via security agreement dated 12/9/86 between The Ceco Corporation and Citicorp Industrial Credit, Inc. as agent)
CECOLOK	Robertson-Ceco II Corporation		1337543	05/28/85	Citicorp Industrial Credit, Inc. as agent (via security agreement dated 12/9/86 between The Ceco Corporation and Citicorp Industrial Credit, Inc. as agent)

Equipment Liens:

1. Master Agreement, between NCI Group, Inc. (as successor to NCI Building Systems, L.P. and NCI Building Systems, Inc.) and Cisco Systems Capital Corporation, for all Equipment, all insurance, warranty, rental and other claims and rights to payment and chattel paper arising out of such Equipment, and all books, records and proceeds relating to the foregoing.

2. Agreement No. 117022-2056215, between NCI Building Systems, Inc. and IOS Capital, LLC, for equipment, including all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds therefrom.

60

Schedule 10.2
to Loan and Security Agreement

3. OCE-USA, Inc., for equipment under configuration number MODELSERIALCONTRACTCONFIG9676000000369359469637661031500000134145946963766109610000000273659469 6376610EE407B1133248319594696376611TDS620096010684062743339294966210031515710627433392949, and all accessions, attachments, replacements, substitutions, modifications, with all peripherals and additions thereto.

4. Agreement No. 2511914A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

5. Agreement No. 2592284, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

6. Agreement No. HE9930A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

7. Agreement No. HE5553A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

8. Agreement No. HE5559A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

9. Agreement No. HE9930B, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

10. Agreement No. HE9934A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

11. Agreement No. HE5554A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

61

Schedule 10.2
to Loan and Security Agreement

12. Agreement No. 3046483, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

13. Agreement No. 3368780A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

14. Agreement No. 3546484, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

15. Agreement No. 3608229, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

16. Agreement No. 3787798, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

17. Agreement No. 1690640, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

18. De Lage Landen Financial Services, Inc., for Attachment A (Schedule A: Vendor Assignment and Security Agreement between DLL and Inter-Tel Leasing, Inc.) attached thereto including all additions, attachments, accessions, substitutions, replacements and proceeds of the foregoing.

19. Agreement No. HG8738A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

20. Agreement No. HE5574A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

21. Agreement No. HE5561A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions,

62

Schedule 10.2
to Loan and Security Agreement

upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

22. Agreement No. 2768108A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

23. Agreement No. 1644211, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

24. Agreement No. 1690758, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

25. Agreement No. 1734282, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

26. Agreement No. 1733001, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

27. Agreement No. 1733014, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

28. Agreement No. 1733018, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

29. Agreement No. 1733017, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

30. Agreement No. 1733010, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

63

Schedule 10.2
to Loan and Security Agreement

31. NCI Building Systems, L.P. and Toyota Motor Credit Corporation, for new Toyota 7FDU60-60592 with 72” Forks, Backup Alarm, 180V Mast, Dual Internal Hosing, Strobe/Flashing Lights, Solid Pneumatic Tires, and S/S Fork Positioner Model 100F-FPS-C072 Serial 565452.

32. NCI Building Systems, L.P. and Toyota Motor Credit Corporation, for new Toyota 7FDKU40-61542 with Backup Alarm, 179V Mast, Dual Internal Hosing, Strobe/Flashing Lights, Solid Pneumatic Tires, 72” Forks, and Cascade S/S F/P Model 100F-FPS-B072 Serial 575399.

33. NCI Building Systems, L.P. and Toyota Motor Credit Corporation, for new Toyota 7FDKU40-61543 with 60” Forks, Backup Alarm, Dual Internal Hosing, 179V Mast, Strobe/Flashing Lights, Solid Pneumatic Tires, and S/S Fork Positioner Model 100F-FPS-B072 Serial 565446.

34. NCI Building Systems, L.P. and Toyota Motor Credit Corporation, for new Toyota 7FDU25-61816 with 48” Forks, Backup Alarm, 189FSV Mast, Dual Internal Hosing, Strobe/Flashing Lights, Solid Pneumatic Tires, and Cascade S/S F/P Model 55F-FPS-A041 Serial 565567.

35. NCI Building Systems L.P. (as successor to NCI Building Systems, Inc.) and Toyota Motor Credit Corporation, for (2) new Toyota 7FGCU25-96012 and 7FGCU25-95486, each equipped with 42” FTP Forks, Backup Alarm, 189FSV Mast, Hosing, 179V Mast, Strobe/Flashing Lights, and Side Shifter.

36. Agreement No. 1761671, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

37. Agreement No. 1764924, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

38. Agreement No. 1761682, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

39. Agreement No. 5909600, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

40. NCI Building Systems, Inc. and OCE Financial Services, Inc., for equipment covered under equipment PO# 17073, including all accessions, attachments, replacements,

64

Schedule 10.2
to Loan and Security Agreement

substitutions, modifications, and additions thereto, now or thereafter acquired, and all proceeds thereof (including insurance proceeds); (1) Model TDS826 serial# 0882602335 config# 431237 with all peripherals; and (1) Model TDS610 serial# 0000003687 config# 431994.

41. Agreement No. 1787844, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

42. Agreement No. 1787009, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

43. Agreement No. 1813222, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

44. Agreement No. 6287073, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

45. Agreement No. 6343341, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

46. Agreement No. 6287960, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

47. Agreement No. 6367105, between NCI Building Systems L.P. and IOS Capital, LLC, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

48. Agreement No. 1845370, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

65

Schedule 10.2
to Loan and Security Agreement

49. Agreement No. 6388313, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

50. Agreement No. 6371184, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

51. Agreement No. 6519590, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

52. NCI Building Systems, L.P. and Toyota Motor Credit Corp, for new Toyota model 7FGU25, serial 82672, equipped with cascade side shifter, 48 inch forks, backup alarm, 179-V mast, hosing, strobe, solid pneumatic tires, swing down bracket, and 3-way catalytic system.

53. Agreement No. 6835449, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

54. NCI Building Systems, L.P. DBA A&S Building Systems (successor to NCI Building Systems, L.P.) and Toyota Motor Credit Corp, for new Toyota model 7FGU25, serial 79968, equipped with cascade side shifter, 48 inch forks, backup alarm, 189-FSV mast, strobe, solid pneumatic tires, swing down bracket, and fire extinguisher.

55. Agreement No. 1926504, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

56. Agreement No. 6857254, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

57. Agreement No. 6975812, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

58. Agreement No. 1947032, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions,

66

Schedule 10.2
to Loan and Security Agreement

upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

59. Agreement No. 7026226, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

60. Agreement No. 7024497, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

61. Agreement No. 7025280, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

62. Agreement No. 7025400, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

63. Agreement No. 7096056, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

64. Agreement No. 7095338, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

65. Agreement No. 7096148, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

66. Agreement No. 1655606A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

67. Agreement No. 7084451, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

67

Schedule 10.2
to Loan and Security Agreement

68. Agreement No. 7083740, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

69. Agreement No. 7099857, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

70. Agreement No. 7096099, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

71. Agreement No. 7083960, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

72. Agreement No. 1972733, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

73. Agreement No. 1967018, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

74. Agreement No. 7178409, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

75. Agreement No. 1989759, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

76. Agreement No. 1989800, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

77. Agreement No. 1926504A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions,

68

Schedule 10.2
to Loan and Security Agreement

upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

78. Agreement No. 1992424, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

79. Agreement No. 1993198, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

80. NCI Building Systems, L.P. and Toyota Motor Credit Corporation, for (2) Toyota 7FDU25, Serial # 62331/62332, Cascade Side Shifter, 60 Inch Forks, Backup Alarm, 179V Mast, Hosing, Solid Pneumatic Tires, Pre-Cleaner, and Mirrors.

81. Agreement No. 1970196, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

82. Agreement No. 1994714, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

83. Agreement No. 1994719, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

84. Agreement No. 2002996, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

85. Agreement No. 2002980, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

86. Agreement No. 2008165, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

69

Schedule 10.2
to Loan and Security Agreement

87. NCI Building Systems, Inc. and Toyota Motor Credit Corporation, for (1) Toyota 7FGU32, Serial #70312, 179 V Mast, 48 inch forks, cascade sideshifter, swing down bracket, 3 way catalytic system, front solid tires, rear solid pneumatic tires, left/right mirrors, strobe light, backup alarm, fire extinguisher, and UL Type “LP”.

88. Agreement No. 2017736, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

89. Agreement No. 2017987, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

90. Agreement No. 2017975, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

91. Agreement No. 2017946, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

92. Agreement No. 2017877, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

93. Agreement No. 2017705, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

94. Agreement No. 2017710, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

95. Agreement No. 2018020, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

96. Agreement No. 2018007, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions,

70

Schedule 10.2
to Loan and Security Agreement

upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

97. Agreement No. 2017713, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

98. NCI Building Systems, Inc. and General Electric Capital Corporation, for equipment described in Schedule A to Lease Schedule 4186011-001, plus all other attachments, accessories, accessions, additions, replacements, exchanges and substitutions now and thereafter made a part of the equipment or attached thereto; and any and all insurance and other proceeds thereof.

99. Master Lease Agreement 4186011, dated July 13, 2006, between NCI Building Systems, Inc. and General Electric Capital Corporation, for equipment described in Schedule A UCC for Lease Schedule 4186011-002 thereto, plus all other attachments, accessories, accessions, additions, replacements, exchanges and substitutions now and thereafter made a part of the equipment or attached thereto; and any and all insurance and other proceeds thereof.

100. Master Lease Agreement 4186011, dated July 13, 2006, between NCI Building Systems, Inc. and General Electric Capital Corporation, for equipment described in Schedule A UCC for Lease Schedule 4186011-003 thereto, plus all other attachments, accessories, accessions, additions, replacements, exchanges and substitutions now and thereafter made a part of the equipment or attached thereto; and any and all insurance and other proceeds thereof.

101. Agreement No. 2035366, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

102. Agreement No. 2035340, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

103. Agreement No. 2002980A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

104. Agreement No. 7552933, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

71

Schedule 10.2
to Loan and Security Agreement

105. Agreement No. 7548688, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

106. Agreement No. 7553441, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

107. Agreement No. 7559554, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

108. Agreement No. 2002996A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

109. Agreement No. 7553533, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

110. Agreement No. 7638038, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

111. Agreement No. 7637891, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

112. Agreement No. 7553270, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

113. Master Lease Agreement Number 672, between NCI Building Systems, Inc. and De Lage Landen Financial Services, Inc., for all equipment of any make or manufacture, together with all accessories and attachments financed by or leased to Lessee by Lessor thereunder.

114. Agreement No. 7645128, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions,

72

Schedule 10.2
to Loan and Security Agreement

upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

115. Agreement No. 7701753, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

116. Agreement No. 7702189, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

117. Agreement No. 7702653, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

118. Agreement No. 7701290, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

119. Agreement No. 7912774, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

120. Agreement No. 1970196A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

121. Agreement No. 2018007A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

122. Agreement No. 6287960A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

123. Agreement No. 7941418, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

73

Schedule 10.2
to Loan and Security Agreement

124. Agreement No. 1572765A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

125. Agreement No. 1906976A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

126. Agreement No. 1677975A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

127. Agreement No. 1682710A, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

128. Agreement No. 2100336, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

129. Agreement No. 2106539, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

130. Agreement No. 2108911, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

131. Agreement No. 2108981, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

132. Agreement No. 2108945, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

133. Agreement No. 2108931, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions,

74

Schedule 10.2
to Loan and Security Agreement

upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

134. Agreement No. 2108985, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

135. Agreement No. 21089862, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

136. Agreement No. 2108886, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

137. Agreement No. 2108920, between NCI Building Systems L.P. and IOS Capital, LLC.

138. Agreement No. 2106549, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

139. Agreement No. 2108940, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

140. Agreement No. 2108955, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

141. Agreement No. 2108988, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

142. Agreement No. 2108968, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

143. Agreement No. 2108920, between NCI Building Systems L.P. and IOS Capital, LLC, for equipment, and all additions, improvements, attachments, accessories, accessions,

75

Schedule 10.2
to Loan and Security Agreement

upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

144. NCI Building Systems, Inc. and Toyota Motor Credit Corp, for new Toyota Forklift Model 8FGU25, Serial 12160, equipped with cascade sideshifter, 48 FTP forks, backup alarm, 189-FSV mast, strobe, solid pneumatic tires, swing down bracket, and orange seatbelt.

145. NCI Building Systems, L.P. and Toyota Motor Credit Corp, for new Toyota Forklift Model 8FGU32, Serial 10942, equipped with cascade sideshifter, 48 inch FTP forks, backup alarm, 187-FSV mast, strobe, solid pneumatic tires, swing down bracket, and orange seatbelt.

146. NCI Building Systems, L.P. (successor to NCI Building Systems, Inc.) and Toyota Motor Credit Corp, for new Toyota Forklift Model 8FGU25, Serial 12330, equipped with cascade sideshifter, 48 inch FTP forks, backup alarm, 189-FSV mast, strobe, solid pneumatic tires, swing down bracket, and orange seatbelt.

147. NCI Building Systems, L.P. and Toyota Motor Credit Corp, for new Toyota Forklift Model 7FGU35, Serial 63233, equipped with cascade sideshifter, 60 inch FTP forks, backup alarm, 187-FSV mast, strobe, solid pneumatic tires, swing down bracket, and pre-cleaner.

148. Agreement No. 2131771, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

149. Agreement No. 2131774, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

150. Agreement No. 2131773, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

151. NCI Building Systems, L.P. (successor to NCI Building Systems, Inc.) and Toyota Motor Credit Corp, for new Toyota Forklift Model 8FGU25, Serial 12419, equipped with cascade sideshifter, 48 inch FTP forks, backup alarm, 189-FSV mast, strobe, solid pneumatic tires, swing down bracket, and orange seat belt.

152. Agreement No. 2131182, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

76

Schedule 10.2
to Loan and Security Agreement

153. NCI Building Systems, L.P. and Toyota Motor Credit Corp, for new Toyota Forklift Model 7FGAU50, Serial 61508, equipped with cascade sideshifter, 48 inch forks, backup alarm, 188-FSV mast, strobe, solid pneumatic tires, swing down bracket, and pre-cleaner.

154. NCI Building Systems, L.P. (successor to NCI Building Systems, Inc. DBA-NCI/IPS) and Toyota Motor Credit Corp, for new Toyota Forklift Model 7FGU35, Serial 63241, equipped with 48 inch FTP forks, backup alarm, 187-FSV mast, dual internal hosing, strobe, solid pneumatic tires, swing down bracket, pre-cleaner, 100F-FPS-B161, and serial 720142-1R1.

155. NCI Building Systems, L.P. (successor to NCI Building Systems, Inc.) and Toyota Motor Credit Corp, for new Toyota Forklift Model 8FGU25, Serial 12574, equipped with 48 inch FTP forks, backup alarm, 189-FSV mast, strobe, solid pneumatic tires, swing down bracket, and orange seat belt.

156. NCI Building Systems, L.P. and Toyota Motor Credit Corp, for new Toyota Forklift Model 7FDAU50, Serial 61444, equipped with cascade sideshifter, 48 inch forks, backup alarm, 188-FSV mast, strobe, solid pneumatic tires, pre-cleaner, and orange seat belt.

157. Agreement No. 2131765, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

158. Agreement No. 2131768, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

159. Agreement No. 2148731, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

160. Agreement No. 2148734, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

161. Agreement No. 2148740, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

162. Agreement No. 2148742, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions,

77

Schedule 10.2
to Loan and Security Agreement

upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

163. Agreement No. 2149450, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

164. Agreement No. 2148728, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

165. Agreement No. 2148738, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

166. Agreement No. 2148736, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

167. Agreement No. 2149448, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

168. Agreement No. 2149449, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

169. Agreement No. 2158039, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

170. Agreement No. 2158041, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

171. NCI Building Systems, L.P. and Toyota Motor Credit Corp, for new Toyota Forklift Model 8FDU25, Serial 10383, equipped with cascade sideshifter, 48 inch FTP forks, backup alarm, 179-FSV mast, strobe, solid pneumatic tires, pre-cleaner, and orange seat belt.

78

Schedule 10.2
to Loan and Security Agreement

172. NCI Building Systems, L.P. and Toyota Motor Credit Corp, for new Toyota Forklift Model 8FGU32, Serial 10993, equipped with cascade sideshifter, 48 inch FTP forks, backup alarm, 187-FSV mast, strobe, solid pneumatic tires, swing down bracket, and orange seat belt.

173. NCI Building Systems, L.P. and Inter-Tel Leasing, Inc., for Axxess Telephone System, including all substitutions, modifications and replacements.

174. Agreement No. 2196059, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

175. Agreement No. 2196057, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

176. Agreement No. 2207209, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

177. Agreement No. 2196776, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

178. Agreement No. 2196080, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

179. Agreement No. 2207212, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

180. Agreement No. 2196066, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

181. NCI Building Systems, Inc. and Toyota Motor Credit Corporation, for (1) Toyota 7FDU80-61055, 72 Inch Pin carriage, 72 Inch Side Shifting Fork Positioner, Foam Filled Tires, 60 Inch Forks, Fire Extinguisher, Dual Internal Hosing, Pencil/Tape Holder, Back

79

Schedule 10.2
to Loan and Security Agreement

Up Alarm, Rear Combo Lights, L & R Mirrors, Strobe Light, Orange Seat Belts Smart Alarm, Pre Cleaner.

182. Agreement No. 2207214, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

183. Agreement No. 2207217, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

184. Agreement No. 2207204, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

185. NCI Building Systems Inc. and Toyota Motor Credit Corporation, for (1) Toyota 8FDU25-10699, 189-FSV-MAST, 48 inch forks, solid tires, rear view mirrors, back up alarm, strobe light, pre cleaner, fire extinguisher, and orange seat belt.

186. NCI Building Systems Inc. and Toyota Motor Credit Corporation, for (1) Toyota 8FGU25-10699, 189-FSV-MAST, cascade side shift, 48 inch forks, UL type LP, swing down bracket, solid tires, orange seat belt, rear view mirrors, back up buzzer, strobe light, and fire extinguisher.

187. NCI Building Systems Inc. and Toyota Motor Credit Corporation, for (1) A7FDAU50-70038, cascade side shift/fork positioner 120FFPSC172 with load backrest, orange seat belt, 67” carriage, 60” pallet forks, dual internal hosing, 179.5-V-MAST, fire extinguisher, back up alarm, strobe light, L&R mirrors, solid tires, dual drive tires, pre cleaner, and 4 way valve w/ hydraulics.

188. NCI Building Systems Inc. and Toyota Motor Credit Corporation, for (1) A7FDAU50-70060, orange seat belt, 67 inch carriage, 60 inch pallet forks, dual internal hosing, 179.5-V-MAST, fire extinguisher, back up alarm, strobe light, L&R mirrors, solid tires, dual drive tires, pre cleaner, 4 way valve with hydraulics and cascade SS/FP w/ load backrest 120FFPSC172 S/N 881838.

189. NCI Building Systems Inc. and Sumner Group, Inc. DBA Datamax Office Systems, for (2) Canon IR5075 Copiers.

190. Agreement No. 2274482, between NCI Building Systems L.P. and IKON Financial Svcs, for equipment, and all additions, improvements, attachments, accessories, accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all products, insurance and/or other proceeds (cash and non-cash) therefrom.

80

Schedule 10.2
to Loan and Security Agreement

191. NCI Building Systems Inc. and Toyota Motor Credit Corporation, for (2) Toyota 8FDU25-10871 & 10869, 179-V-#084030 MAST, 48 inch FTP forks, solid tires, rear view mirrors, back up alarm, amber strobe light, pre cleaner, fire extinguisher, orange seat belts and smart alarm.

192. Master Equipment Lease NCB05105, dated January 13, 2005, between NCI Building Systems, Inc. and Leasenet Group, LLC, for all of the equipment, software, and other personal property and modifications and additions thereto and replacements and substitutions therefor in whole or in part, as fully described in Schedule E thereto .

193. Master Equipment Lease NCB05105, dated January 13, 2005, between NCI Building Systems, Inc. and Leasenet Group, LLC, for all of the equipment, software, and other personal property and modifications and additions thereto and replacements and substitutions therefor in whole or in part, as fully described in Schedule F thereto.

194. Master Agreement, between NCI Group, Inc. and Cisco Systems Capital Corporation, for all Equipment; all insurance, warranty, rental and other claims and rights to payment and chattel paper arising out of such Equipment; and all books, records and proceeds relating to the foregoing.

195. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A and Schedule A-1 to Lease Schedule 4186011-010 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

196. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A to Lease Schedule 4186011-012 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

197. NCI Group, Inc. and IBM Credit LLC, for all of the equipment together with all related software as described on IBM Credit LLC Supplement(s) # F35645, including one or more of the following: HPKS-KN1 (HEWLETT PACKARD-XEON QUAD CORE 3GH2 2GB SERV), HPKV-B70 (HEWLETT PACKARD-HP BLC 7000 THREE-PHASE ENCL) all additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitation, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software.

198. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A to Lease Schedule 4186011-013 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

81

Schedule 10.2
to Loan and Security Agreement

199. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A to Lease Schedule 4186011-011 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

200. NCI Group, Inc. and General Electric Capital Corporation, for the property including, but not limited to, various computer equipment, personal computers, laptops, peripherals and software, and any replacement, substitution, addition, attachment, modification, update, revision, new version, enhancement, accessory and proceeds now existing or thereafter acquired and wherever located; and for equipment described in Schedule A to Lease Schedule 4186011-015 thereto.

201. NCI Group, Inc. and General Electric Capital Corporation, for property including, but not limited to, various computer equipment, personal computers, laptops, peripherals and software, and any replacement, substitution, addition, attachment, modification, update, revision, new version, enhancement, accessory and proceeds now existing or thereafter acquired and wherever located. (Account No.: 4186011-016)

202. NCI Group, Inc. and General Electric Capital Corporation, for property including, but not limited to, various computer equipment, personal computers, laptops, peripherals and software, and any replacement, substitution, addition, attachment, modification, update, revision, new version, enhancement, accessory and proceeds now existing or thereafter acquired and wherever located. (Account No.: 4186011-017)

203. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A to Lease Schedule 4186011-014 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

204. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A to Lease Schedule 4186011-018 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

205. NCI Group, Inc. and IBM Credit LLC and Wells Fargo Bank National Association, as Agent, for all of the following equipment together with all related software, whether now owned or thereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement(s) # F03452) including one or more of the following: HPKV-S80 (HEWLETT PACKARD-HP EVA 8000 DISK SYSTEM) all additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitation, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software.

82

Schedule 10.2
to Loan and Security Agreement

206. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A to Lease Schedule 4186011-020 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

207. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A to Lease Schedule 4186011-019 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

208. NCI Group, Inc. and Toyota Motor Credit Corporation, for (1) Toyota Model 7FDU70 S/N 70142, 180-V-Mast, 67 inch hook type carriage, 72 inch type forks, 4 way valve & hydraulics, deluxe steel cab, cyclone air cleaner, pre cleaner, smart alarm, engine block heater, strobe light, orange seat belts, mast mounted headlights, and cascade SS/FP 150H-FPS-C055 S/N 884896-1R2.

209. NCI Group, Inc. and Toyota Motor Credit Corporation, for (2) Toyota Model 7FDU70 S/N 70141 & 70140, 180-V-Mast, 67 inch hook type carriage, 72 inch type forks, 4 way valve & hydraulics, deluxe steel cab, cyclone air cleaner, pre cleaner, smart alarm, engine block heater, strobe light, orange seat belts, mast mounted headlights, and cascade SS/FP 150H-FPS-C055 S/N 924791-1R2 & 2R2.

210. NCI Group, Inc. and Toyota Motor Credit Corporation, for (2) Toyota Model 7FDU70 S/N 70138 & 70143, 180-V-Mast, 67 inch hook type carriage, 72 inch type forks, 4 way valve & hydraulics, deluxe steel cab, cyclone air cleaner, pre cleaner, smart alarm, engine block heater, strobe light, orange seat belts, mast mounted headlights, and cascade SS/FP 150H-FPS-C055 S/N 924432-1R1 & 2R2.

211. NCI Group, Inc. and Toyota Motor Credit Corporation, for (1) Toyota 7FGCU70-70143, orange seat belt, 72 inch type forks, dual internal hosing, 121-V-Mast, smart alarm, L&R mirrors, swing down bracket, rear combo light, fire extinguisher, pencil/tape holder, strobe light, and cascade 150H-FPS-C051 fork positioner S/N 912261-1R5.

212. NCI Group, Inc. and Toyota Motor Credit Corporation, for (1) Toyota 7FGCU70-70144, orange seat belt, 72 inch type forks, dual internal hosing, 121-V-Mast, smart alarm, L&R mirrors, swing down bracket, rear combo light, fire extinguisher, pencil/tape holder, strobe light, and UL Type LP.

213. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A to Lease Schedule 4186011-021 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

83

Schedule 10.2
to Loan and Security Agreement

214. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A to Lease Schedule 4186011-022 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

215. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A to Lease Schedule 4186011-024 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

216. NCI Group, Inc. and Toyota Motor Credit Corporation, for (1) Toyota 7FGCU70-70244, Side Shifter, 60 Inch Forks, Strobe Lights, Back Up Alarm, 188 FSV Mast, Dual with 4 Way Hosing and Fork Positioner.

217. NCI Group, Inc. and Toyota Motor Credit Corporation, for (1) Toyota 7FGCU70-70249, Side Shifter, Fork Positioner, 60 Inch Forks, Strobe Lights, Back Up Alarm, 188 FSV Mast, and Dual with 4 Way Hosing.

218. NCI Group, Inc. and Toyota Motor Credit Corporation, for (3) Hoist F180 Serial Numbers 29029-29030-29031, 178FSV, Side Shifting Fork Positioner, 60 Inch Forks, LP Gas, Boxcar Special, Headlights, Stop/Tail Lights, Strobe, Back Up Alarm, and Orange Seat Belt.

219. NCI Group, Inc. and General Electric Capital Corporation, for the equipment and other assets described in Schedule A and Schedule A-2 to Lease Schedule 4186011-023 thereto, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof.

220. NCI Group, Inc. and Gallatin Steel Company, for all hot rolled steel coils and other inventory now and thereafter delivered by the Consignor/Secured Party to the Consignee/Debtor, together with all proceeds thereof, to the extent title of such hot rolled steel coils and other inventory remains with Consignor/Secured Party.

84

Schedule 10.3
to Loan and Security Agreement

Existing Indebtedness

Outstanding Letters of Credit (All Cash Collateralized at Approximately $12.4 Million), consisting of the following:

Letter of Credit	Expiry
Number	Date	Beneficiary	Amount
SM210246	9/29/2010	St. Paul Fire & Marine Insurance Company	$[Redacted]*
SM211112	12/1/2009	Zurich American Insurance Company	$[Redacted]*
SM219776	12/31/2009	Zurich American Insurance Company	$[Redacted]*
SM219780	4/27/2010	National Union Fire Insurance Company	$[Redacted]*
SM220984	1/12/2010	Bank of New York Mellon Trust Co. NA, formerly JP Morgan Trust	$[Redacted]*

* indicates redacted and filed separately with the Securities and Exchange Commission

Intercompany Debt From Robertson Building Systems Ltd. (Canada) to Robertson-Ceco II (Approximately $850,000 U.S.)

Intercompany Debt From Building Systems de Mexico (Mexico) to NCI Group, Inc. (Approximately $4.7 Million U.S.)

Secured Interest Rate Swap Agreement entered into with Wachovia Bank, N.A. in a notional amount equal to $65,000,000

Purchase of Equipment for IPS Plant II currently postponed, cancelable at will (Approximately €2.76 Million Outstanding)

Finance Insurance Premiums (Approximately $736,000 Remaining)

Carter County, Tennessee Industrial Revenue Bond (Approximately $420,000 Remaining)

Ordinary course of business, performance, bid, appeal, surety, supply, judgment, replevin or similar bonds, and similar obligations (Approximate Average Amount of $6 Million), consisting of the following:

Bond
Number	Principal	Obligee	Description	Bond Amount		Effective		Expiration
CNA INSURANCE GROUP
15812186	MATTHEW D. THIEM	SECRETARY OF STATE OF TEXAS	Notary Bond for Matthew D. Thiem	$	10,000.00		3/2/2006		3/2/2010
15823272	CANDACE LYNN COOK	SECRETARY OF STATE OF TEXAS	Notary Public Bond	$	10,000.00		5/8/2006		5/8/2010
15820482	RHONDA MURPHY	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Rhonda Murphy	$	10,000.00		7/19/2006		7/19/2010
22244845N	GAIL LOUISE RIDDLE	FLORIDA DEPARTMENT OF STATE	Notary Public Bond for Gail Louise Riddle	$	7,500.00		9/14/2006		9/13/2010

85

Schedule 10.3
to Loan and Security Agreement

Bond
Number	Principal	Obligee	Description	Bond Amount		Effective		Expiration
15833336	JAMIE S. JURGENSMIER	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Jamie S. Jurgensmier	$	10,000.00		1/31/2007		1/31/2011
15844547	REBECCA L. PAUL	SECRETARY OF STATE OF TEXAS	Texas Notary for Rebecca L. Paul	$	10,000.00		3/18/2007		3/18/2011
15874050	WENDI L. HENSON	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Wendi L. Henson	$	10,000.00		9/28/2007		9/28/2011
15878436	MARIANNE J. MCNEILL	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Marianne J. McNeill	$	10,000.00		11/24/2007		11/24/2011
15884757	KASI WILBURN	SECRETARY OF STATE OF TEXAS	Texas Notary Public Bond for Kasi Leigh Wilburn	$	10,000.00		1/4/2008		1/4/2012
15899260	DONNA P. WALKER	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Donna P. Walker	$	10,000.00		4/4/2008		4/4/2012
15899261	CHERYL E. RODRIGUEZ	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Cheryl E. Rodriguez	$	10,000.00		4/11/2008		4/11/2012
15902820	MINNIE ALMAZAN	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Minnie Almazan	$	10,000.00		4/24/2008		4/24/2012
15902826	ANDREW EUGENE COSTA	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Andrew Eugene Costa, Attorney	$	10,000.00		5/7/2008		5/7/2012
15902827	BRADLEY W. GRAHAM	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Bradley W. Graham, Attorney	$	10,000.00		5/7/2008		5/7/2012
15902825	TODD R. MOORE	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Todd R. Moore, Executive VP & General Counsel	$	10,000.00		6/15/2008		6/15/2012
15913123	SHIRLEY M. ABBOTT	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Shirley M. Abbott	$	10,000.00		7/29/2008		7/29/2012
15913124	YVETTE LASHUN WILSON	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Yvette Lashun Wilson	$	10,000.00		7/29/2008		7/29/2012
15913131	JEANETTE Y. WHITE	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Jeanette Y. Ellis	$	10,000.00		8/6/2008		8/6/2012
15916848	ROBIN JOHNSON	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Robin Johnson	$	10,000.00		9/17/2008		9/17/2012
15929120	PATSY R. ABBOTT	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Patsy R. Abbott - (Mesco)	$	10,000.00		12/13/2008		12/13/2012
15936047	DIANNA M. LEHMAN	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Dianna M. Lehman, San Antonio	$	10,000.00		1/26/2009		1/26/2013
15936055	KATHY L. PITCOCK	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Kathy L. Pitcock, HR Generalist	$	10,000.00		3/2/2009		3/2/2013
15951469	TIFFANY S. ANDERSON	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Tiffany S. Anderson	$	10,000.00		5/21/2009		5/21/2013
15951468	SUSAN KING-VELEZ	SECRETARY OF STATE OF TEXAS	Notary Public Bond for Susan King-Velez	$	10,000.00		6/15/2009		6/15/2013
CNA INSURANCE GROUP Subtotal Amount:				$	237,500.00
SAFECO INSURANCE COMPANIES

86

Schedule 10.3
to Loan and Security Agreement

Bond
Number	Principal	Obligee	Description	Bond Amount		Effective		Expiration
6601916	STAR BUILDING SYSTEMS A DIVISION OF ROBERTSON CECO II CORP., AND NCI COMPANY	[Redacted]*	[Redacted]*	$	[Redacted]*		2/12/2009		2/12/2010
6628989	ROBERTSON-CECO II CORPORATION	STATE OF ARIZONA	Contractors License Bond	$	5,000.00		6/18/2009		6/18/2010
6628990	CECO BUILDING SYSTEMS AN UNINCORPORATED DIVISION OF ROBERTSON-CECO II CORPORATION	[Redacted]*	[Redacted]*	$	6,050.00		6/18/2009		6/18/2010
6207047	ROBERTSON-CECO CORPORATION	[Redacted]*	[Redacted]*	$	60,000.00		7/1/2009		7/1/2010
6629001	ROBERTSON-CECO II CORPORATION	STATE OF ARKANSAS	Contractor’s Bond	$	10,000.00		7/29/2009		7/29/2010
6510708	METALLIC BUILDING COMPANY, A DIVISION OF NCI GROUP, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		8/1/2009		8/1/2010
6629004	METALLIC BUILDING COMPANY	[Redacted]*	[Redacted]*	$	[Redacted]*		8/5/2009		8/5/2010
6629006	ROBERTSON-CECO II CORPORATION DBA CECO BUILDING SYSTEMS	[Redacted]*	[Redacted]*	$	[Redacted]*		8/12/2009		8/12/2010
6629013	ROBERTSON-CECO II CORP.DBA CECO BUILDING SYSTEMS	[Redacted]*	[Redacted]*	$	[Redacted]*		8/20/2009		8/20/2010
6629014	ROBERTSON-CECO II CORP. DBA CECO BUILDING SYSTEMS	[Redacted]*	[Redacted]*	$	[Redacted]*		8/20/2009		8/20/2010
6629015	ROBERTSON-CECO II CORPORATION	[Redacted]*	[Redacted]*	$	[Redacted]*		8/25/2009		8/25/2010
6665717	NCI BUILDING SYSTEMS, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		9/9/2009		9/9/2010
6665718	NCI BUILDING SYSTEMS, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		9/9/2009		9/9/2010

* indicates redacted and filed separately with the Securities and Exchange Commission.

87

Schedule 10.3
to Loan and Security Agreement

Bond
Number	Principal	Obligee	Description	Bond Amount		Effective		Expiration
6665719	AMERICAN BUILDING COMPONENTS (ABC)	COMMONWEALTH OF KENTUCKY, DIVISION OF MOTOR CARRIERS	Highway Use Bond	$	1,000.00		9/9/2009		9/9/2010
6665720	NCI GROUP, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		9/9/2009		9/9/2010
6665721	METAL COATERS OF GEORGIA	[Redacted]*	[Redacted]*	$	[Redacted]*		9/9/2009		9/9/2010
6629016	NCI BUILDING SYSTEMS, LP DBA DBCI	[Redacted]*	[Redacted]*	$	[Redacted]*		9/10/2009		9/10/2010
6629017	NCI BUILDING SYSTEMS, LP	COMMONWEALTH OF KENTUCKY	Highway Use Bond	$	1,000.00		9/12/2009		9/12/2010
6665723	ROBERTSON-CECO II CORP. DBA CECO BUILDING SYSTEMS	[Redacted]*	[Redacted]*	$	[Redacted]*		9/14/2009		9/14/2010
6601833	NCI GROUP, INC. DBA METAL BUILDING COMPONENTS	STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION	Financial Responsible Bond	$	100,000.00		9/23/2009		9/23/2010
6629018	BARRY JOE DEESE	STATE OF CALIFORNIA.	Bond of Qualifying Individual	$	12,500.00		9/30/2009		9/30/2010
6629019	NCI BUILDING SYSTEMS, LP DBA DBCI	STATE OF CALIFORNIA.	Contractor’s Bond	$	12,500.00		9/30/2009		9/30/2010
6601872	NCI GROUP, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		12/16/2009		12/16/2010
6170198	ROBERTSON CECO II CORPORATION	[Redacted]*	[Redacted]*	$	[Redacted]*		1/1/2010		12/31/2010
6510723	CAROL P. BELLINGER	[Redacted]*	Notary Public Bond for Carol P. Bellinger at Garco Building Systems	$	10,000.00		10/25/2008		10/25/2012
6601897	HEATHER R. BAKER	MISSISSIPPI SECRETARY OF STATE'S OFFICE	Notary Public Bond for Heather R. Baker, Hernando, MS	$	5,000.00		2/10/2009		2/10/2013
6628999	DORINDA WOODWARD	STATE OF TENNESSEE	Notary Public Bond for Dorinda K. Woodward	$	10,000.00		7/22/2009		7/22/2013
6665713	MARTHA L. GILLIAM	STATE OF TENNESSEE, ANDERSON COUNTY	“Tennessee Notary Bond for Martha L. Gilliam
(A&S Building Systems)”	$10,000.00	8/21/2009	8/21/2013
6665729	SUSAN GIBSON	STATE OF TENNESSEE, CAMPBELL COUNTY	Notary Public at Large Bond for Susan Gibson at A&S Building Systems	$	10,000.00		9/6/2009		9/6/2013

* indicates redacted and filed separately with the Securities and Exchange Commission.

88

Schedule 10.3
to Loan and Security Agreement

Bond
Number	Principal	Obligee	Description	Bond Amount		Effective		Expiration
6510520	METAL BUILDING COMPONENTS, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		10/4/2007		10/4/2014
SAFECO INSURANCE COMPANIES Subtotal Amount:				$	5,455,356.28
TRAVELERS PROPERTY CASUALTY GROUP
104417585	AMERICAN BUILDING COMPONENTS (ABC)	COMMONWEALTH OF KENTUCKY	Kentucky Highway Use Bond	$	1,000.00		3/10/2009		3/10/2010
103013175	A & S BUILDING SYSTEMS, INC.	[Redacted]*	[Redacted]*	$	[Redacted]*		5/1/2009		5/1/2010
103218552	METAL COASTERS OF GEORGIA	[Redacted]*	[Redacted]*	$	[Redacted]*		7/30/2009		7/30/2010
104632805	NCI BUILDING SYSTEMS, L.P.	[Redacted]*	[Redacted]*	$	[Redacted]*		11/17/2009		11/17/2010
101077424	NCI BUILDING SYSTEMS, INC	[Redacted]*	[Redacted]*	$	[Redacted]*		12/1/2009		12/1/2010
104841990	TAMERA L. ELLIOTT	STATE OF INDIANA	Notary Bond for Tamera L. Elliott	$	5,000.00		8/16/2007		8/16/2015
TRAVELERS PROPERTY CASUALTY GROUP Subtotal Amount:				$	210,000.00
			TOTAL BONDS	$	5,902,856.28

* indicates redacted and filed separately with the Securities and Exchange Commission.

89

Schedule 10.4
to Loan and Security Agreement

Existing Guaranty Obligations; Existing Investments;
Existing Loans and Agreements

There are no loans to Officers, Directors or employees except for those that pertain to normal course operational issues such as Travel Advances and Safety Equipment that employees pay via payroll deduction. The total amount for August 2009 was under $20,000.

90

Schedule 10.6
to Loan and Security Agreement

Affiliate Agreements

Intercompany Services Agreement between Robertson-Ceco II Corporation and Robertson Building Systems, Ltd., dated November 3, 2008

Software License Agreement between Robertson-Ceco II Corporation and Robertson Building Systems, Ltd., dated November 3, 2008

Assembly Services Agreement between NCI Building Systems, Inc. and Building Systems de Mexico, S.A. de C.V., dated February 13, 2007

Equipment Lease between NCI Building Systems, L.P. and Building Systems de Mexico, S.A. de C.V., dated July 10, 1997

Technical Services Agreement between NCI Building Systems, L.P. and Building Systems de Mexico, S.A. de C.V., dated July 10, 1997

91

Schedule 12.1
to Loan and Security Agreement

Financing Agreement Sections — Events of Default

Section 1(c)(i) of the Guaranty Agreement

92

Schedule 15.5(c)
to Loan and Security Agreement

Disclosure to Goldsheets

— Name of Borrowers and Guarantors

— Industry of Borrowers and Guarantors

— Name of private equity group (CD&R)

— Amount of Credit Facility ($125,000,000)

— Tenor of the financing arrangements (Maturity Date)

— Agent

— Co-Collateral Agents

— Joint Bookrunners

— corporate logos of Borrowers, Guarantors and Lenders

— Base Rate, Applicable Margin for Base Rate Loans, Adjusted Eurodollar Rate and Applicable Margin for Eurodollar Rate Loans

— unused line fee set forth in Section 3.2(a)

93

EXHIBIT A
to
LOAN AND SECURITY AGREEMENT

ASSIGNMENT AND ACCEPTANCE AGREEMENT

     This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment and Acceptance”) dated as of                     , 20___ is made between                                          (the “Assignor”) and                      (the “Assignee”).

W I T N E S S E T H:

     WHEREAS, Wells Fargo Foothill, LLC, in its capacity as administrative and co-collateral agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the financial institutions which are parties thereto as lenders (in such capacity, “Agent”), and the financial institutions which are parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”) have entered into financing arrangements pursuant to which Agent and Lenders may make loans and advances and provide other financial accommodations to NCI Group, Inc., a Nevada corporation (“NCI”) and Robertson-Ceco II Corporation, a Delaware corporation (“Robertson-Ceco”, and together with NCI, individually each, a “Borrower” and collectively, “Borrowers”) as set forth in the Loan and Security Agreement, dated October 20, 2009, by and among Borrowers, certain of their affiliates, Agent and Lenders (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”), and the other Financing Agreements. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.

     WHEREAS, as provided under the Loan Agreement, Assignor committed to making Loans (the “Committed Loans”) to Borrowers in an aggregate amount not to exceed $                     (the “Commitment”);

     WHEREAS, Assignor wishes to assign to Assignee [part of the] [all] rights and obligations of Assignor under the Loan Agreement in respect of its Commitment in an amount equal to $                     (the “Assigned Commitment Amount”) on the terms and subject to the conditions set forth herein and Assignee wishes to accept assignment of such rights and to assume such obligations from Assignor on such terms and subject to such conditions;

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

     1. Assignment and Acceptance.

          (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance and in Section 15.7 of the Loan Agreement) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be                      (___%) percent.

          (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee (and in any event excluding its obligations under Section 15.5 of the Loan Agreement); provided, that, Assignor shall not relinquish its rights under Sections 6.7, 6.11, 13.4 and 14.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date.

          (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $                    .

          (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $                     (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

     2. Payments.

          (a) As consideration for the sale, assignment and transfer contemplated in Section 1 hereof, Assignee shall pay to Assignor on the Effective Date in immediately available funds an amount equal to $                    .

          (b) Assignee shall pay to Agent the processing fee in the amount specified in Section 15.7(a) of the Loan Agreement.

     3. Reallocation of Payments. Any interest, fees and other payments accrued to the Effective Date with respect to the Commitment, Committed Loans and outstanding Letters of Credit shall be for the account of Assignor. Any interest, fees and other payments accrued on and after the Effective Date with respect to the Assigned Commitment Amount shall be for the account of Assignee. Each of Assignor and Assignee agrees that it will hold in trust for the other party any interest, fees and other amounts which it may receive to which the other party is entitled pursuant to the preceding sentence and pay to the other party any such amounts which it may receive promptly upon receipt.

     4. Independent Credit Decision. Assignee acknowledges that it has received a copy of the Loan Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements of NCI Building Systems, Inc. and its Subsidiaries, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Assignment and Acceptance and agrees that it will, independently and without reliance upon Assignor, Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Loan Agreement.

     5. Effective Date; Notices.

          (a) As between Assignor and Assignee, the effective date for this Assignment and Acceptance shall be                     , 20___ (the “Effective Date”); provided, that, the following conditions precedent have been satisfied on or before the Effective Date:

               (i) this Assignment and Acceptance shall be executed and delivered by Assignor and Assignee;

               (ii) if required, the consent of Agent as required for an effective assignment of the Assigned Commitment Amount by Assignor to Assignee shall have been duly obtained and shall be in full force and effect as of the Effective Date;

               (iii) if required, the consent of Administrative Borrower as required for an effective assignment of the Assigned Commitment Amount by Assignor to Assignee shall have been duly obtained and shall be in full force and effect as of the Effective Date;

               (iv) written notice of such assignment, together with an executed copy of this Assignment and Acceptance and payment instructions, addresses and related information with respect to Assignee, shall have been given to Administrative Borrower and Agent;

               (v) Assignee shall pay to Assignor all amounts due to Assignor under this Assignment and Acceptance; and

               (vi) the processing fee referred to in Section 2(b) hereof shall have been paid to Agent.

          (b) Promptly following the execution of this Assignment and Acceptance, Assignor shall deliver to Administrative Borrower and Agent for acknowledgment by Agent and (if its consent is required) Administrative Borrower, a Notice of Assignment in the form attached hereto as Schedule 1.

     6. Agent. [INCLUDE ONE OF THE FOLLOWING ONLY IF ASSIGNOR IS AN AGENT]

          [Assignee hereby appoints and authorizes Assignor in its capacity as Agent to take such action as agent on its behalf to exercise such powers under the Loan Agreement as are delegated to Agent by Lenders pursuant to the terms of the Loan Agreement.]

          [Assignee shall assume no duties or obligations held by Assignor in its capacity as Agent under the Loan Agreement.]

     7. Withholding Tax. Assignee (a) represents and warrants to Assignor, Agent and Borrowers that under applicable law and treaties no tax will be required to be withheld by Assignor, Agent or Borrowers with respect to any payments to be made to Assignee hereunder or under any of the Financing Agreements, (b) agrees to furnish to Agent and Borrowers prior to the time that Agent or Borrowers are required to make any payment of principal, interest or fees hereunder, duplicate executed originals of either U.S. Internal Revenue Service Form W-9, W-8BEN (wherein Assignee claims entitlement to the benefits of a tax treaty that provides for a complete exemption from U.S. federal income withholding tax on all payments hereunder) or W-8ECI, as applicable and agrees to provide new such forms upon the expiration of any previously delivered form or comparable statements in accordance with applicable U.S. law and regulations and amendments thereto, duly executed and completed by

Assignee, and (c) agrees to comply with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

     8. Representations and Warranties.

          (a) Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any security interest, lien, encumbrance or other adverse claim, (ii) it is duly organized and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder, (iii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance, and (iv) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.

          (b) Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or any of the other Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any other instrument or document furnished pursuant thereto. Assignor makes no representation or warranty in connection with, and assumes no responsibility with respect to, the solvency, financial condition or statements of Borrowers, Guarantors or any of their respective Affiliates, or the performance or observance by Borrowers, Guarantors or any other Person, of any of its respective obligations under the Loan Agreement or any other instrument or document furnished in connection therewith.

          (c) Assignee represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance, and to fulfill its obligations hereunder, (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance; and (iii) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights to general equitable principles.

     9. Further Assurances. Assignor and Assignee each hereby agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance, including the delivery of any notices or other documents or instruments to Borrowers or Agent, which may be required in connection with the assignment and assumption contemplated hereby.

     10. Miscellaneous.

          (a) Any amendment or waiver of any provision of this Assignment and Acceptance shall be in writing and signed by the parties hereto. No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof and any waiver of any breach of the provisions of this Assignment and Acceptance shall be without prejudice to any rights with respect to any other for further breach thereof.

          (b) All payments made hereunder shall be made without any set-off or counterclaim.

          (c) Assignor and Assignee shall each pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Assignment and Acceptance.

          (d) This Assignment and Acceptance may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

          (e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Assignor and Assignee each irrevocably submits to the non-exclusive jurisdiction of any State or Federal court sitting in New York County, New York over any suit, action or proceeding arising out of or relating to this Assignment and Acceptance and irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Each party to this Assignment and Acceptance hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

          (f) ASSIGNOR AND ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE LOAN AGREEMENT, ANY OF THE OTHER FINANCING AGREEMENTS OR ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN).

     IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Acceptance to be executed and delivered by their duly authorized officers as of the date first above written.

[ASSIGNOR]

By:

Title:

[ASSIGNEE]

By:

Title:

SCHEDULE 1

NOTICE OF ASSIGNMENT AND ACCEPTANCE

___, 20__

Wells Fargo Foothill, LLC
1100 Abernathy Road
Suite 1600
Atlanta, Georgia 30628
Attention: Portfolio Manager
Telephone No.                    
Telecopy No.                    

NCI Group, Inc.
10943 North Sam Houston Parkway West
Houston, Texas 77064
Attention: Chief Financial Officer
Telephone No. 281-897-7837
Telecopy No. 281-897-7658

                    Re: NCI Group, Inc., et al.

Ladies and Gentlemen:

     Wells Fargo Foothill, LLC, in its capacity as administrative and collateral agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the financial institutions which are parties thereto as lenders (in such capacity, “Agent”), and the financial institutions which are parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”) have entered into financing arrangements pursuant to which Agent and Lenders may make loans and advances and provide other financial accommodations to NCI Group, Inc., a Nevada corporation (“NCI”), and Robertson-Ceco II Corporation, a Delaware corporation (“Robertson-Ceco”, and together with NCI, individually each, a “Borrower” and collectively, “Borrowers”) as set forth in the Loan and Security Agreement, dated October ___, 2009, by and among Borrowers, certain of their affiliates, Agent and Lenders (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”), and the other Financing Agreements. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.

     1. We hereby give you notice of, and request your consent to, the assignment by                                            (the “Assignor”) to                                             (the “Assignee”) such that after giving effect to the assignment Assignee shall have an interest equal to                      (___%) percent of the total Commitments pursuant to the Assignment and Acceptance Agreement attached hereto (the “Assignment and Acceptance”). We understand that the Assignor’s Commitment shall be reduced by $                    , as the same may be further reduced by other assignments on or after the date hereof.

     2. Assignee agrees that, upon receiving the consent of Agent to such assignment, Assignee will be bound by the terms of the Loan Agreement as fully and to the same extent as if the Assignee were the Lender originally holding such interest under the Loan Agreement.

     3. The following administrative details apply to Assignee:

(A)	Notice address:
	Assignee name:
	Address:
	Attention:
	Telephone:
	Telecopier:
(B)	Payment instructions:
	Account No.:
	At:
	Reference:
	Attention:

     4. You are entitled to rely upon the representations, warranties and covenants of each of Assignor and Assignee contained in the Assignment and Acceptance.

     IN WITNESS WHEREOF, Assignor and Assignee have caused this Notice of Assignment and Acceptance to be executed by their respective duly authorized officials, officers or agents as of the date first above mentioned.

Very truly yours,

[NAME OF ASSIGNOR]

By:

Title:

[NAME OF ASSIGNEE]

By:

Title:

ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:

WELLS FARGO FOOTHILL, LLC, as Agent

By:

Title:

NCI GROUP, INC., as Administrative Borrower

By:

Title:

EXHIBIT B
TO
LOAN AND SECURITY AGREEMENT

NCI Group, Inc.	Certificate No.	1
10943 N. Sam Houston Pkwy, West	Report Date
Houston, TX 77064	As Of Date

Borrowing Base Report
- Submitted to Wells Fargo Foothill

Accounts Receivable ($000’s)

Division

Coaters

MBCI

DBCI

A&S

RCC

NCI

N/A

Total

Gross Accounts Receivable

$

—

$

—

$

—

$

—

$

—

$

—

$

—

Less:

Customer Deposits Addback

$

—

$

—

$

—

$

—

$

—

$

—

—

Past due > 90 DOI

—

—

—

—

—

—

—

Past Due Credits

—

—

—

—

—

—

—

Crossage 25%

—

—

—

—

—

—

—

Intercompany

—

—

—

—

—

—

—

Foreign AR

—

—

—

—

—

—

—

Government

—

—

—

—

—

—

—

COD/Cash

—

—

—

—

—

—

—

Debit Memos

—

—

—

—

—

—

—

Employee AR

—

—

—

—

—

—

—

Consignment

—

—

—

—

—

—

—

Bill and Hold

—

—

—

—

—

—

—

Bankrupt/Doubtful AR

Contra

—

—

—

—

—

—

—

Short Pay

—

—

—

—

—

—

—

Partial Billings

—

—

—

—

—

—

—

AR Aging Variance to GL

—

—

—

—

—

—

—

Accr Volume Disc/Sales Rebate

—

—

—

—

—

—

—

Rebate Accrual

—

—

—

—

—

—

—

AR Backcharge/Holdback

—

—

—

—

—

—

—

Warranty Reserve

—

—

—

—

—

—

—

Accrued Advertising

—

—

—

—

—

—

—

Unapplied Cash

—

—

—

—

—

—

—

Scrap Allowance

—

—

—

—

—

—

—

Bank Charge Reserve

—

—

—

—

—

—

—

Shipping Test Exceptions

—

—

—

—

—

—

—

Excess Concentration

—

—

—

—

—

—

—

Total Ineligibles

$

—

$

—

$

—

$

—

$

—

$

—

—

Eligible A/R

$

—

$

—

$

—

$

—

$

—

$

—

—

Dilution Reserve

$

—

$

—

$

—

$

—

$

—

$

—

—

A/R Availability @ 85%

$

—

$

—

$

—

$

—

$

—

$

—

—

Inventory ($000’s)				#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!
Division	Coaters			MBCI			DBCI			A&S			RCC			NCI			In transit			Total
	Coaters			Cmpnts			Cmpnts			Bldgs			Bldgs			Bldgs			Intransit			Total
Category
Raw Materials	$	—		$	—		$	—		$	—		$	—		$	—		$	—			—
Work in Process		—			—			—			—			—			—			—			—
Finished Goods		—			—			—			—			—			—			—			—
Gross Inventory	$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00			—
Plus: PPV Cost Adjustment		—			—			—			—			—			—			—			—
Plus: LCM Cost Adjustment		—			—			—			—			—			—			—			—
Adjusted Gross Inventory	$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00			—
Slow Moving (over 360 days)	$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00			—
WIP (50% of Buildings)		—			—			—			—			—			—			—			—
Paint		—			—			—			—			—			—			—			—
Bill & Hold on perpetual		—			—			—			—			—			—			—			—
Tolling (50%, up to $3MM)		—			—			—			—			—			—			—			—
Locations Under Limit		—			—			—			—			—			—			—			—
Supplies		—			—			—			—			—			—			—			—
Inelig PPV or LCM related costs		—			—						—			—			—			—			—
Intercompany Profit		—			—			—			—			—			—			—			—
Perpetual Variance to GL		—			—			—			—			—			—						—
Intransit without proper documentation		—			—			—			—			—			—			—			—
Total Ineligibles	$	0		$	0		$	0		$	0		$	0		$	0		$	0			—
Eligible Inventory	$	0		$	0		$	0		$	0		$	0		$	0		$	0			—
Advance Rate		65	%		65	%		65	%		65	%		65	%		65	%		65	%	#DIV/0!
Available before Reserves	$	0		$	0		$	0		$	0		$	0		$	0		$	0			—
Less: Appraisal Reserve	$	—		#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!			$	—		#DIV/0!
Available Inventory	$	0		#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!			$	0		#DIV/0!
Effective Advance Rate	#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!				N/A		#DIV/0!
Borrowing Base ($000s)																						TOTAL
Available AR	$	—		$	—		$	—		$	—		$	—		$	—		$	—			—
Available Inventory		—		#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!				—		#DIV/0!
Qualified Cash		—			—			—			—			—			—			—			—
Total Collateral	$	—		#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!			#DIV/0!			$	—		#DIV/0!
Less:
Letters of Credit																							—
Rent Reserve																							—
Outside Processors																							—
Swap Reserve																							—
Deposit Reserve																							—
Total Reserves																							—
Total Collateral Availability																						#DIV/0!
Facility Maximum																							125,000,000.00
TOTAL AVAILABILITY (lesser of Collateral Availability or $125MM)																						#DIV/0!
Loan Balance (including fees and expenses)																							—
Excess Availability																						#DIV/0!

All capitalized terms used in this certificate have the meanings set forth in the Loan & Security Agreement unless specifically defined herein. The undersigned, NCI Group, Inc. pursuant to that certain Loan & Security Agreement dated as of 10/20/09 (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the “Credit Agreement”), entered into among Borrower, the lenders signatory thereto from time to time and Wells Fargo Foothill, LLC, a Delaware limited liability company as the arranger and administrative agent (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), hereby certifies to Agent that the above items, calculated in accordance with the terms and definitions set forth in the Loan & Security Agreement for such items are true and correct, and that Borrower is in compliance with and, after giving effect to any currently requested Advances, will be in compliance with, the terms, conditions, and provisions of the Loan & Security Agreement. Additionally, the undersigned hereby certifies and represents and warrants to the Lender Group on behalf of Borrower that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the effective date of any advance, continuation or conversion requested above, is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above, and (iv) all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Loan & Security Agreement.

Authorized Signature
	By:
			Title
	Print Name:	Date:

Inventory Appraisal Analysis
Appraisal values as of 6/30/09

Consolidated
($000’s)	Coaters			Components			Buildings			Total
Cost Analysis:
Gross Inventory	$	—		$	—		$	—		$	—
PPV Adjustment		—			—			—			—
LCM Adjustment		—			—			—			—
Total Ineligibles		—			—			—			—
Eligible Inv. @ Cost	$	—		$	—		$	—		$	—
Advance Rate		65	%		65	%		65	%		65	%
Available Inv. @ Cost (A)	$	—		$	—		$	—		$	—
Appraisal Analysis:
Gross Inventory	$	—		$	—		$	—		$	—
Less Ineligibles:
Slow Moving		—			—			—			—
Paint		—			—			—			—
Supplies		—			—			—			—
Tolling		—			—			—			—
Bill & Hold		—			—			—			—
Coil — Dollars with no weight		—			—			—			—
Unreconciled Var (Perpetual to B/S)		—			—			—			—
Total Ineligibles	$	—		$	—		$	—		$	—
Appraised Inventory Cost (B)		—			—			—			—
Appr. cost, Net of LCM and PPV		—			—			—			—
NOLV (Adjusted for LCM and PPV)		67.7	%		63.2	%		47.6	%
85% of NOLV		57.5	%		53.7	%		40.5	%	#DIV/0!
Available Inv. @ Appraised (B)	$	—		$	—		$	—		$	—
Revolver Available Inventory (lesser of A or B)										$	—
Appraisal reserve:	$	—		$	—		$	—		$	—

EXHIBIT C
TO
LOAN AND SECURITY AGREEMENT

Commitments

Lender	Commitment
Wells Fargo Foothill, LLC	$
Bank of America, N.A.	$
General Electric Capital Corporation	$
Total	$

EXHIBIT D
TO
LOAN AND SECURITY AGREEMENT

GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT (“Guaranty”), dated October ___, 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”.

W I T N E S S E T H:

     WHEREAS, the Borrowers, the Company, Steelbuilding, Agent and the entities from time to time party to the Loan Agreement (as hereinafter defined) as lenders (each, a “Lender” and collectively, “Lenders”) have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Loan and Security Agreement, dated of even date herewith, by and among Agent, Lenders, Borrowers, Steelbuilding and Company (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and the other Financing Agreements (as defined in the Loan Agreement); and

     WHEREAS, due to the close business and financial relationships among Borrowers and the Guarantying Parties, in consideration of the benefits which will accrue to each Guarantying Party and as an inducement for and in consideration of Lenders (or Agent on behalf of Lenders) making loans and advances and providing other financial accommodations to Borrowers pursuant to the Loan Agreement and the other Financing Agreements each Guarantying Party has agreed to guarantee the payment and performance of the Guaranteed Obligations (as hereinafter defined) on the terms set forth herein;

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantying Party hereby jointly and severally agrees in favor of Agent and Secured Parties as follows:

     1. Guaranty.

          (a) Each Guarantying Party other than the Borrowers absolutely and unconditionally, jointly and severally, with each other and any subsequent Guarantying Party (other than any Borrower), guarantees and agrees to be liable for the full payment and performance by each Borrower when due of all of the Obligations (as such term is defined in the Loan Agreement) of

such Borrower, other than any such Obligation arising as a result of the following sentence. Each Guarantying Party other than the Company absolutely and unconditionally, jointly and severally, with each other and any subsequent Guarantying Party (other than the Company) guarantees and agrees to be liable for the full payment and performance by the Company when due of all of the Obligations (as such term is defined in the Loan Agreement) of the Company. The Obligations guaranteed pursuant to this Section 1 by any Guarantying Party are referred to herein as the “Guaranteed Obligations” of such Guarantying Party.

          (b) This Guaranty is a guarantee of payment and not of collection. Each Guarantying Party agrees that neither Agent nor any other Secured Party need attempt to collect any Guaranteed Obligations from any Borrower, any other Guarantying Party or any other Obligor or to realize upon any collateral, but may require any Guarantying Party to make immediate payment of all of its Guaranteed Obligations to Agent when due, whether by maturity, acceleration or otherwise, or at any time thereafter. Subject to the Intercreditor Agreement, Agent and Secured Parties may apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including attorneys’ fees and legal expenses incurred by Agent or any Secured Party with respect thereto to the extent reimbursable by Borrowers or the Company under the Loan Agreement or otherwise chargeable to Borrowers or the Guarantying Parties in accordance with the terms thereof) in accordance with the Loan Agreement and, if not provided in the Loan Agreement, in such order as Agent may elect.

          (c) Payment by Guarantying Parties shall be made to Agent at the office of Agent from time to time on demand as Guaranteed Obligations become due. Except as permitted by Section 6.13 of the Loan Agreement, Guarantying Parties shall make all payments to Agent on the Guaranteed Obligations without set-off, counterclaim or deductions (other than deductions in respect of Taxes). One or more successive or concurrent actions may be brought hereon against any Guarantying Party either in the same action in which any Borrower, the Company, other Guarantying Party or any other Obligor is sued or in separate actions.

          (d) Notwithstanding anything to the contrary contained herein, the amount of the obligations payable by any Guarantying Party under this Guaranty shall be the aggregate amount of its Guaranteed Obligations unless a court of competent jurisdiction adjudicates such Guarantying Party’s obligations to be invalid, avoidable or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), in which case the amount of Guaranteed Obligations payable by such Guarantying Party hereunder shall be limited to the maximum amount that could be guaranteed by such Guarantying Party without rendering such Guarantying Party’s obligations under this Guaranty invalid, avoidable or unenforceable under such applicable law.

     2. Waivers and Consents.

          (a) Notice of acceptance of this Guaranty, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which any Borrower or Guarantying Party are entitled (other than those expressly provided for in the Financing Agreements) are hereby waived (to the fullest extent permitted by applicable law) by each Guarantying Party. Each Guarantying Party also waives, to the fullest extent permitted by

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applicable law, notice of (i) any amendment, modification, supplement, extension, renewal, or restatement of the Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or other guarantees now or at any time held by or available to Agent for itself and the benefit of Secured Parties for the obligations of any Borrower or any other party at any time liable on or in respect of the Guaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”), including, without limitation, the surrender or release by Agent of any other Guarantying Party hereunder, (iii) the exercise of, or refraining from the exercise of any rights against any Borrower, any Guarantying Party or any other Obligor or any collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Guaranteed Obligations of any other Guarantying Party or the Borrowers and (v) any financing by Agent and/or any Lender of any Borrower under Section 364 of the United States Bankruptcy Code or consent to the use of cash collateral by Agent or any Lender under Section 363 of the United States Bankruptcy Code. Each Guarantying Party agrees, to the fullest extent permitted by applicable law, that the amount of its Guaranteed Obligations shall not be diminished and the liability of such Guarantying Party hereunder shall not be otherwise impaired or affected by any of the foregoing.

          (b) To the fullest extent permitted by applicable law, no invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations shall affect, impair or be a defense to this Guaranty, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of any Borrower in respect of any of the Guaranteed Obligations or any Guarantying Party in respect of this Guaranty (other than a defense of payment or performance) affect, impair or be a defense to this Guaranty. Without limitation of the foregoing, the liability of the Guarantying Parties hereunder shall not be discharged or impaired in any respect by reason of any failure by Agent to perfect or continue perfection of any lien or security interest in any collateral or any delay by Agent in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of any case with respect to any Borrower under the United States Bankruptcy Code or any similar statute, Guarantying Parties shall be liable therefor, even if such Borrower’s liability for such amounts does not, or ceases to, exist by operation of law. Each Guarantying Party acknowledges that Agent has not made any representations to any Guarantying Party with respect to any Borrower, any other Guarantying Party, any other Obligor or otherwise in connection with the execution and delivery by Guarantying Parties of this Guaranty and Guarantying Parties are not in any respect relying upon Agent or any other Secured Party or any statements by Agent or any other Secured Party in connection with this Guaranty.

          (c) Unless and until the Payment in Full of all Obligations, each Guarantying Party hereby to the fullest extent permitted by applicable law unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against any Borrower, any collateral for the Guaranteed Obligations or other assets of any Borrower, Guarantying Party or any other Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification,

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setoff or other recourse in respect to sums paid or payable to Agent or any Secured Party by any Guarantying Party hereunder.

     3. Subordination. Payment of all amounts now or hereafter owed to any Guarantying Party by any Borrower by reason of a payment by such Guarantying Party to Agent hereunder is hereby subordinated in right of payment to the payment in full to Agent and Secured Parties of the Guaranteed Obligations and all such amounts and any security and guarantees therefor are hereby assigned to Agent and Secured Parties as security for the Guaranteed Obligations.

     4. Acceleration. Notwithstanding anything to the contrary contained herein or any of the terms of any of the other Financing Agreements, to the fullest extent permitted by applicable law, the liability of each Guarantying Party for its Guaranteed Obligations shall become immediately due and payable upon the occurrence of any Event of Default (as such term is defined in the Loan Agreement), if the liability of the Borrowers for the Guaranteed Obligations has been declared or would automatically become immediately due and payable under Section 12.2(b)(i) of the Loan Agreement (whether automatically or otherwise), but does not so become immediately due and payable as a result of any automatic stay in connection with any insolvency, bankruptcy, reorganization or similar proceeding.

     5. [Reserved.]

     6. Termination. This Guaranty is continuing, unlimited, absolute and unconditional. All Guaranteed Obligations shall be conclusively presumed to have been created in reliance on this Guaranty. Notwithstanding any other provision of this Guaranty, (i) this Guaranty shall be automatically terminated as to all Guarantying Parties upon Payment in Full of all Obligations in accordance with the Loan Agreement and (ii) this Guaranty shall be automatically terminated as to any Guarantying Party upon the sale or other disposition of all of the Equity Interests of such Guarantying Party (other than to a Borrower or other Guarantying Party) permitted under the Loan Agreement. Upon the written request of Administrative Borrower, Agent shall, at Borrowers’ expense, execute and deliver to the relevant Guarantying Party all releases or other documents necessary or reasonably desirable for, or to evidence, the release of this Guaranty with respect to such Guarantying Party.

     7. Reinstatement. If after receipt of any payment of, or proceeds of collateral applied to the payment of, any of the Guaranteed Obligations, Agent or any Secured Party is required to surrender or return such payment or proceeds to any Person upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantying Party or otherwise, then the Guaranteed Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Guaranty shall continue in full force and effect as if such payment or proceeds had not been received by Agent or such Secured Party. This Section 5 shall survive the termination of this Guaranty.

     8. Amendments and Waivers. Neither this Guaranty nor any provision hereof shall be amended, modified, waived or discharged orally or by course of conduct, but only by a written agreement signed by an authorized officer of Agent and each Guarantying Party. Agent shall not by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of

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its rights, powers and/or remedies unless such waiver shall be in writing and signed by an authorized officer of Agent. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by Agent of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which Agent would otherwise have on any future occasion, whether similar in kind or otherwise.

     9. [Reserved.]

     10. Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.

          (a) This Guaranty and the rights and obligations of the parties hereto under this Guaranty shall be governed by the internal laws of the State of New York without giving effect to the rules and principles of conflicts of law or other rule of law to the extent the same are not mandatorily applicable by statute and would cause the application of the law of any jurisdiction other than the laws of the State of New York.

          (b) Each Guarantying Party and Agent and each Secured Party hereby irrevocably (i) consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York for New York County and the United States District Court for the Southern District of New York, and appellate courts from either thereof, in any action instituted therein that (x) arises out of or relates to this Guaranty, (y) arises out of or relates to any of the other Financing Agreements or (z) in any way is connected with or related or incidental to the dealings of the parties hereto in respect of this Guaranty or any of the other Financing Agreements or the transactions related hereto or thereto, in each case under this clause (z) whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and (ii) to the fullest extent permitted by applicable law, waives any objection based on venue or forum non conveniens with respect to such action. Each Guarantying Party and Agent and each Secured Party agrees that any dispute with respect to any such matters shall be heard only in the courts described above unless such courts shall decline to exercise jurisdiction over such dispute in whole or in part (except that Agent and Secured Parties shall have the right to bring any action or proceeding against any Guarantying Party or its or their property in the courts of any other jurisdiction which Agent deems reasonably necessary or appropriate in order to realize on the Collateral and which have jurisdiction over such Guarantying Party or property).

          (c) Each Guarantying Party (to the fullest extent permitted by applicable law) hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof or otherwise notified to Agent and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent ‘s option, by service upon any Guarantying Party in any other manner provided under the rules of any such courts.

          (d) EACH GUARANTEEING PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF ANY OF THE GUARANTEEING PARTIES AND AGENT OR ANY OF THE OTHER SECURED PARTIES IN RESPECT OF THIS

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GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH GUARANTEEING PARTY, AGENT AND EACH SECURED PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY GUARANTEEING PARTY OR ANY SECURED PARTY OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTEEING PARTIES AND LENDERS AND AGENT AND THE OTHER SECURED PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     11. Notices. All notices, requests and demands to or upon the respective parties hereto shall be in writing and shall be given or made in accordance with Section 13.3 of the Loan Agreement.

     12. Partial Invalidity. If any provision of this Guaranty is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Guaranty as a whole, but this Guaranty shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

     13. Entire Agreement. This Guaranty, the other Financing Agreements, any supplements hereto or thereto, and any instruments or documents delivered or to be delivered in connection herewith or therewith represents the entire agreement and understanding of the parties concerning the subject matter hereof and thereof between the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

     14. Successors and Assigns. This Guaranty shall be binding upon each Guarantying Party and their respective successors and assigns and shall inure to the benefit of Agent and Secured Parties and their respective successors and permitted assigns. The liquidation, dissolution or termination of any Guarantying Party shall not terminate this Guaranty as to any of the other Guarantying Parties.

     15. Construction. Capitalized terms used but not defined herein shall have the meaning assigned to them in the Loan Agreement. All references to Agent, any Guarantying Party, any Lender or any Secured Party pursuant to the definitions set forth in the recitals hereto, or to any other person herein, shall include their respective successors and assigns.

     16. Counterparts, etc. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Guaranty by telefacsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Guaranty. Any party delivering an executed counterpart of this Guaranty by telefacsimile or other electronic method of transmission shall also deliver an

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original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Guaranty.

     17. Joinder. Each new Subsidiary of the Company or a Borrower that is required to become a party to this Guaranty pursuant to Section 9.11 of the Loan Agreement shall become a Guarantying Party for all purposes of this Guaranty upon execution and delivery by such Subsidiary of a Assumption Agreement substantially in the form of Annex 1 hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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EXHIBIT D
TO
LOAN AND SECURITY AGREEMENT

     IN WITNESS WHEREOF, each Guarantying Party has executed and delivered this Guaranty as of the day and year first above written.

COMPANY

NCI BUILDING SYSTEMS, INC.

By:

Name:

Title:

BORROWERS

NCI GROUP, INC.

By:

Name:

Title:

ROBERTSON-CECO II CORPORATION

By:

Name:

Title:

STEELBUILDING

STEELBUILDING.COM, INC.

By:

Name:

Title:

Acknowledged and Agreed to as
of the date hereof by:
WELLS FARGO FOOTHILLS, LLC
as Agent
By:
	Name:
	Title:

Annex 1

ASSUMPTION AGREEMENT

     ASSUMPTION AGREEMENT, dated as of ______________ ___, ___, made by                     , a                      corporation (the “Additional Guarantying Party”), in favor of Wells Fargo Foothills, LLC, as agent (in such capacity, the “Agent”) for the entities (the “Lenders”) from time to time parties to the Loan Agreement referred to below and the other Secured Parties (as defined in the Loan Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guaranty referred to below, or if not defined therein, in the Loan Agreement.

W I T N E S S E T H:

     WHEREAS, 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. (the “Company”), the Agent and the Lenders are parties to a Loan Agreement, dated as of October [     ], 2009 (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”);

     WHEREAS, in connection with the Loan Agreement, the Borrowers, the Company [and certain other Subsidiaries of the Company] are parties to the Guaranty Agreement, dated as of October [     ], 2009 (as amended, supplemented, waived or otherwise modified from time to time, the “Guaranty Agreement”), in favor of the Agent, for the benefit of the Secured Parties;

     WHEREAS, the Additional Guarantying Party is a member of an affiliated group of companies that includes the Borrowers and each other Guarantying Party; and the Borrowers and the other Guarantying Parties (including the Additional Guarantying Party) are engaged in related businesses, and each such Guarantying Party (including the Additional Guarantying Party) will derive substantial direct and indirect benefit from the making of the extensions of credit under the Loan Agreement;

     WHEREAS, the Loan Agreement requires the Additional Guarantying Party to become a party to the Guaranty Agreement; and

     WHEREAS, the Additional Guarantying Party has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guaranty Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guaranty Agreement. By executing and delivering this Assumption Agreement, the Additional Guarantying Party, as provided in Section 17 of the Guaranty Agreement, hereby becomes a party to the Guaranty Agreement as a Guarantying Party thereunder (jointly and severally liable with the other Guarantying Parties) with the same force and effect as if originally named therein as a Guarantying Party and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantying Party thereunder.

2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT AND THE RIGHTS

AND OBLIGATIONS OF THE PARTIES SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE RULES AND PRINCIPLES OF CONFLICTS OF LAW OR OTHER RULE OF LAW TO THE EXTENT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GUARANTYING PARTY]

By:

Name:

Title:

Acknowledged and Agreed to as
of the date hereof by:

[                                              ]
as Agent

By:
	Name:
	Title:

EXHIBIT E
TO
LOAN AND SECURITY AGREEMENT

PLEDGE AND SECURITY AGREEMENT

     THIS PLEDGE AND SECURITY AGREEMENT (“Pledge Agreement”), dated October ___, 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”.

W I T N E S S E T H:

     WHEREAS, the Pledgors are the direct and beneficial owners of Pledged Securities (as defined below) of the issuers identified on Exhibit A annexed hereto (each, an “Issuer” and collectively “Issuers”);

     WHEREAS, Pledgee and the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”) have entered financing arrangements pursuant to which Lenders (or Pledgee on behalf of Lenders) may make loans and advances and provide other financial accommodations to NCI and Ceco as set forth in the Loan and Security Agreement, dated of even date herewith, by and among the Company, NCI, Ceco, the Pledgee and Lenders (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and the other Financing Agreements;

     WHEREAS, in order to induce Pledgee and Lenders to enter into the Loan Agreement and the other Financing Agreements and to make loans and advances and provide other financial accommodations to NCI and Ceco pursuant thereto, the each Pledgor has agreed to secure the payment and performance of its Obligations (as defined herein) and to accomplish same by (i) executing and delivering to Pledgee this Pledge Agreement and (ii) subject to the terms of the Intercreditor Agreement, delivering to Pledgee the certificates (if any) representing the Pledged Securities which are registered in the name of such Pledgor, together if required with appropriate stock powers duly executed in blank by such Pledgor.

     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby agrees as follows:

     1. Definitions. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Loan Agreement. The terms “Additional Agent” and “Control Agent” shall have the meaning ascribed thereto in the Intercreditor Agreement. The term “Obligations” as to any Pledgor means all Obligations (as defined in the Loan Agreement) of such Pledgor and all of such Pledgor’s obligations under the Guaranty Agreement. The term “Pledged Securities” means, with respect to any Pledgor, the issued and outstanding shares of capital stock described on Exhibit A annexed hereto as being held by such Pledgor, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Issuer that may be issued or granted to, or held by, a Pledgor while this Agreement is in effect, provided that in no event shall Pledged Securities include any asset or property excluded from the Pledged Property (as defined below) pursuant to the proviso to Section 2.

     2. Grant of Security Interest. To secure payment and performance when due of all of its Obligations, each Pledgor hereby pledges to Pledgee, and grants to Pledgee, for itself and the benefit of the other Secured Parties, a continuing security interest in and Lien upon: (a) the Pledged Securities of such Pledgor and (b) the proceeds (as defined in the UCC) of all of the foregoing (all of the foregoing being collectively referred to herein as the “Pledged Property” provided that in no event shall Pledged Property include (i) any Excluded Property, (ii) more than 65% of any series of the outstanding Equity Interests of any Foreign Subsidiary, (iii) any of the Equity Interests of a Subsidiary of a Foreign Subsidiary or (iv) de minimis shares of a Foreign Subsidiary held by any Pledgor as a nominee or in a similar capacity, pursuant to this Agreement).

     3. Obligations Secured. The security interest and Lien granted to Pledgee, for itself and the benefit of the other Secured Parties, pursuant to this Pledge Agreement by each Pledgee shall secure the prompt payment and performance when due of all of the Obligations of such Pledgee.

     4. Representations and Warranties. Each Pledgor hereby represents and warrants to Pledgee the following:

     (a) The Pledged Securities pledged by it are duly and validly issued, fully paid and non-assessable capital stock (or the equivalent, if any, under applicable law) of the applicable Issuer and constitute (except as provided in the proviso to Section 2) (i) in the case of any Issuer that is a Subsidiary other than a Foreign Subsidiary, all of the issued and outstanding shares of capital stock of such Issuer owned by such Pledgor and (ii) in the case of an Issuer that is a Foreign Subsidiary, such percentage (not more than 65%) as is specified in Exhibit A of all of the issued and outstanding shares of all classes of the Capital Stock of such Foreign Subsidiary owned by such Pledgor, and are not registered, nor has any Pledgor authorized the registration thereof, in the name of any person or entity other than such Pledgor or Pledgee or in respect of other Permitted Liens under the Loan Agreement.

     (b) Its Pledged Securities are directly, legally and beneficially owned by such Pledgor, free and clear of all Liens, except for the pledge and security interest in favor of Pledgee, for itself and the benefit of the Secured Parties, and the Permitted Liens under the Loan Agreement.

     5. Covenants. Each Pledgor covenants to the Pledgee the following:

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     (a) If such Pledgor shall become entitled to receive or acquire, or shall receive or acquire any stock certificate, or option or right with respect to the stock of any Issuer (including without limitation, any certificate representing a dividend or a distribution or exchange of or in connection with reclassification of the Pledged Securities) whether as an addition to, in substitution of, or in exchange for any of the Pledged Property or otherwise, such Pledgor agrees, subject to the terms of the Intercreditor Agreement, to accept same as Pledgee’s agent, to hold same in trust for Pledgee and to deliver same forthwith to Pledgee or Pledgee’s agent or bailee, or the Term Loan Agent, any Additional Agent or the Control Agent, as applicable, in accordance with the Intercreditor Agreement, in the form received, with the endorsement(s) of Pledgor where necessary and/or appropriate stock powers duly executed to be held by Pledgee or Pledgee’s agent or bailee subject to the terms hereof, or by the Term Loan Agent, any Additional Agent or the Control Agent, as applicable, in accordance with the Intercreditor Agreement and subject to the terms thereof, as further security for the Obligations.

     (b) So long as no Event of Default has occurred and is continuing, or, if an Event of Default shall have occurred and be continuing and the Pledgee shall not have given notice to the Pledgors of the Pledgee’s intent to exercise its rights under Section 6, each Pledgor shall have the right to vote and otherwise exercise all corporate and stockholder rights with respect to its Pledged Property, except as expressly prohibited herein, and to receive any cash dividends or distributions payable in respect of its Pledged Property.

     (c) Subject to the terms of the Intercreditor Agreement, if an Event of Default has occurred and is continuing, Pledgee may notify any Issuer or the appropriate transfer agent of the Pledged Securities to register the security interest and pledge granted herein and honor the rights of Pledgee under this Pledge Agreement.

     6. Rights And Remedies.

     (a) At any time an Event of Default has occurred and is continuing, in addition to all other rights and remedies of Pledgee or any of the other Secured Parties, whether provided under this Pledge Agreement, the Loan Agreement, the other Financing Agreements, applicable law or otherwise, Pledgee shall have, in each case to the extent permitted under applicable law and subject to the terms of the Intercreditor Agreement, the following rights and remedies which to the extent permitted by applicable law may be exercised without notice to, or consent by, Pledgor except as such notice or consent is expressly provided for hereunder: (i) Pledgee, at its option, shall be empowered to instruct any Issuer (or the appropriate transfer agent of the Pledged Securities) to register any or all of the Pledged Securities issued by such Issuer in the name of Pledgee or in the name of Pledgee’s nominee (including, without limitation, any Lender) and Pledgee may complete, in any manner Pledgee may deem reasonable, any and all stock powers, assignments or other documents heretofore or hereafter executed in blank by any Pledgor and delivered to Pledgee; (ii) after said instruction, and without further notice Pledgee shall have the exclusive right to exercise all voting and corporate rights with respect to the applicable Pledged Securities and other Pledged Property, and exercise any and all rights of conversion, redemption, exchange, subscription or any other rights, privileges, or options pertaining to any shares of the applicable Pledged Securities or the other Pledged Property as if Pledgee were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of such Pledged Securities and other Pledged Property upon any

3

merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto; and (iii) upon the exercise of any such rights, privileges or options by Pledgee, Pledgee shall have the right to deposit and deliver any and all of the Pledged Securities and the other Pledged Property to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may reasonably determine, all without liability, except to account for property actually received by Pledgee; however, Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of Pledgee) and shall not be responsible for any failure to do so or delay in doing so, provided, that, the Pledgee, or Term Loan Agent, any Additional Agent or the Control Agent, as applicable, in accordance with the Intercreditor Agreement, shall not exercise any voting or other consensual rights pertaining to the Pledged Securities in any way that would constitute an exercise of the remedies described in this Section 6 other than in accordance with this Section 6.

     (b) In addition to all the rights and remedies of a secured party under the UCC or other applicable law, at any time an Event of Default has occurred and is continuing, Pledgee shall have, to the extent permitted under applicable law and subject to the terms of the Intercreditor Agreement, the right, at any time and without demand of performance or other demand, advertisement or notice of any kind (except any notice required under the Loan Agreement and the notice specified below of time and place of public or private sale) to or upon Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable law), to proceed forthwith to collect, redeem, recover, receive, appropriate, realize, sell, or otherwise dispose of and deliver any of the Pledged Property or any part thereof in one or more lots at public or private sale or sales at any exchange, broker’s board or at any of Pledgee’s offices or elsewhere at such prices and on such terms as Pledgee may deem reasonable. To the extent permitted by applicable law, the foregoing disposition(s) may be for cash or on credit or for future delivery without assumption of any credit risk, with Pledgee having the right to purchase all or any part of the Pledged Property so sold at any such sale or sales, public or private, free of any right or equity of redemption in any Pledgor, which right or equity is hereby expressly waived or released by the Pledgors to the extent permitted by applicable law. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, shall be applied in accordance with the Intercreditor Agreement, with the Pledgors to remain liable for any deficiency. To the extent permitted by applicable law, the Pledgors agree that ten (10) days prior written notice by Pledgee designating the place and time of any public sale or of the time after which any private sale or other intended disposition of any or all of the Pledged Property is to be made, is reasonable notification of such matters.

     (c) The Pledgors recognize that Pledgee may be unable to effect a public sale of all or part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other state securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Securities for their own account for investment and not with a view to the distribution or resale thereof. If at the time of any sale of the Pledged Securities or any part thereof, the same shall not, for any reason whatsoever, be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Pledgee in its sole and absolute discretion is authorized to sell such Pledged Property or such part

4

thereof by private sale in such manner and under such circumstances as Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected without registration. The Pledgors agree that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Securities were sold at public sale, and that Pledgee and Lenders have no obligation to delay the sale of any such Pledged Property for the period of time necessary to permit any Issuer, even if such Issuer would agree, to register such Pledged Securities for public sale under such applicable securities laws. Each Pledgor agrees to the extent permitted under applicable law that any private sales made under the foregoing circumstances shall be deemed to have been in a commercially reasonable manner.

     (d) Each Pledgor waives, to the extent permitted by applicable law: (i) all rights to require Pledgee or Secured Parties to proceed against any other person, entity or collateral or to exercise any remedy, (ii) any right of subrogation in the Pledged Property and any right of subrogation or interest in the Obligations until the Payment in Full of all Obligations, and (iii) any rights to notice of any kind or nature whatsoever, unless specifically required in this Pledge Agreement or any other Financing Agreement or non-waivable under any applicable law. Each Pledgor agrees that the Pledged Property of any other Pledgor, other collateral, or any other guarantor or endorser may be released, substituted or added with respect to the Obligations, in whole or in part, without releasing or otherwise affecting the liability of Pledgor, the pledge and security interests granted by it hereunder, or this Pledge Agreement with respect to such Pledgor, in each case to the extent permitted by applicable law. Pledgee is entitled to all of the benefits of, and shall be bound by the obligations of, a secured party set forth in Section 9-207 of the Uniform Commercial Code.

     (e) All of the Pledgee’s rights and remedies, whether provided under this Pledge Agreement and the other Financing Agreements, the instruments comprising the Pledged Property, applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Pledgee may deem expedient. No failure or delay on the part of Pledgee in exercising any of its options, powers or rights or partial or single exercise thereof, shall constitute a waiver of such option, power or right.

7. Jury Trial Waiver; Other Waivers And Consents; Governing Law.

     (a) This Pledge Agreement and the rights and obligations of the parties hereto under this Pledge Agreement shall be governed by the internal laws of the State of New York without giving effect to the rules and principles of conflicts of law or other rule of law to the extent the same are not mandatorily applicable by statute and would cause the application of the law of any jurisdiction other than the laws of the State of New York.

     (b) Each Pledgor, Pledgee and each Secured Party hereby irrevocably (i) consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York for New York County and the United States District Court for the Southern District of New York, and appellate courts from either thereof, in any action instituted therein that (x) arises out of or relates to this Pledge Agreement or (y) in any way is connected with or related or incidental to the dealings of the parties hereto in respect of this Pledge Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case under this clause (y) whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise,

5

and (ii) to the fullest extent permitted by applicable law, waives any objection based on venue or forum non conveniens with respect to such action. Each Pledgor, Pledgee and each Secured Party agrees that any dispute with respect to any such matters shall be heard only in the courts described above unless such courts shall decline to exercise jurisdiction over such dispute in whole or in part (except that Pledgee and Secured Parties shall have the right to bring any action or proceeding against Pledgor or its or their property in the courts of any other jurisdiction which Pledgee deems reasonably necessary or appropriate in order to realize on the Pledged Securities and which have jurisdiction over any Pledgor or its property).

     (c) Each Pledgor (to the fullest extent permitted by applicable law) hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein or otherwise notified to Pledgee and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Pledgee’s option, by service upon any Pledgor in any other manner provided under the rules of any such courts.

     (d) EACH PLEDGOR, PLEDGEE AND EACH SECURED PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS PLEDGE AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF PLEDGOR AND PLEDGEE OR ANY OF THE OTHER SECURED PARTIES IN RESPECT OF THIS PLEDGE AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. PLEDGOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT PLEDGOR OR PLEDGEE OR ANY SECURED PARTY MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS PLEDGE AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     8. Miscellaneous.

     (a) Each Pledgor agrees that at any time and from time to time upon the written request of Pledgee, such Pledgor shall execute and deliver such further documents, including, but not limited to, irrevocable proxies or stock powers, in form reasonably satisfactory to counsel for Pledgee, and will take or cause to be taken such further acts as Pledgee may reasonably request in order to effect the purposes of this Pledge Agreement and perfect or continue the perfection of the security interest in the Pledged Property granted to Pledgee hereunder and provided for herein.

     (b) Beyond the exercise of reasonable care to assure the safe custody of the Pledged Property (whether such custody is exercised by Pledgee, or Pledgee’s nominee, agent or bailee) and dealing with the Pledged Property in the same manner as Pledgee deals with similar property for its own account, Pledgee or Pledgee’s nominee agent or bailee shall have no duty or liability (other than for its gross negligence or willful misconduct) to protect or preserve any rights

6

pertaining thereto and shall be relieved of all responsibility for the Pledged Property upon surrendering it to Pledgor or foreclosure with respect thereto.

     (c) All notices, requests and demands to or upon the respective parties hereto shall be in writing and shall be given or made in accordance with Section 15.3 of the Loan Agreement.

     (d) All references to the plural herein shall also mean the singular and to the singular shall also mean the plural, unless the context otherwise requires. All references to Pledgor, Pledgee, any Lender, any Secured Party and any Issuer pursuant to the definitions set forth in the recitals hereto, or to any other person herein, shall include their respective successors and assigns. The words “hereof,” “herein,” “hereunder,” “this Pledge Agreement” and words of similar import when used in this Pledge Agreement shall refer to this Pledge Agreement as a whole and not any particular provision of this Pledge Agreement and as this Pledge Agreement now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

     (e) This Pledge Agreement shall be binding upon and inure to the benefit of and be enforceable by the Pledgors, Pledgee and their respective successors and assigns.

     (f) Each party acknowledges that the shares of the entities listed on the Exhibit A hereto are being transferred to and deposited with the Pledgee (or the Term Loan Agent, any Additional Agent or the Control Agent, as applicable, in accordance with the Intercreditor Agreement) as collateral security for the loans made by Lenders pursuant to the Loan Agreement and that this Section 7(f) is intended to be the certificate of exemption from New York stock transfer taxes for the purposes of complying with Section 270.5(b) of the Tax Law of the State of New York.

     (g) If any provision of this Pledge Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Pledge Agreement as a whole, but this Pledge Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law; provided that, with respect to any Pledged Securities issued by a Foreign Subsidiary, all rights, powers and remedies provided in this Agreement may be exercised only to the extent that they do not violate any provision of any law, rule or regulation of any Governmental Authority applicable to any such Pledged Securities or affecting the legality, validity or enforceability of any of the provisions of this Agreement against the Pledgor (such laws, rules or regulations, “Applicable Law”) and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any Applicable Law.

     (h) Neither this Pledge Agreement nor any provision hereof shall be amended, modified, waived or discharged orally or by course of conduct, but only by a written agreement signed by an authorized officer of Pledgee and Pledgor. Neither Pledgee nor any of the other Secured Parties shall, by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of their respective rights, powers and/or remedies unless such waiver shall be in writing and signed by the Pledgee. Any such waiver shall be enforceable only to the extent

7

specifically set forth therein. A waiver by Pledgee or any of the other Secured Parties of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which Pledgee or such Secured Party would otherwise have on any future occasion, whether similar in kind or otherwise.

     (i) This Pledge Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Pledge Agreement by telefacsimile or other electronic means shall have the same force and effect as the delivery of an original executed counterpart of this Pledge Agreement. Any party delivering an executed counterpart of this Pledge Agreement by telefacsimile or other electronic means shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Pledge Agreement.

     9. (a) Upon the Payment in Full of all Obligations, all Pledged Property shall be automatically released from the Liens created hereby, and this Agreement and all obligations of the Pledgee and each Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Pledged Property shall revert to the Pledgors. At the request and sole expense of any Pledgor following any such termination, the Pledgee shall, subject to the Intercreditor Agreement, deliver to such Pledgor any Pledged Property held by the Pledgee hereunder, and the Pledgee and the Agent shall execute and deliver to such Pledgor such documents (including without limitation UCC termination statements) as such Pledgor shall reasonably request to evidence such termination.

          (b) In connection with any sale or other disposition of Pledged Property permitted by the Loan Agreement, the Lien pursuant to this Agreement on such sold or disposed of Pledged Property shall be automatically released. Upon such sale or other disposition Pledgee shall, upon receipt from the Company of a written request for the release of the Pledged Property subject to such sale or other disposition, identifying the relevant Pledged Property and the terms of the sale or other disposition in reasonable detail, together with a certification by the Company stating that such transaction is in compliance with the Loan Agreement, subject to the Intercreditor Agreement, deliver to the Company or the relevant Pledgor any of the relevant Pledged Property held by the Pledgee hereunder and the Pledgee and the Agent shall execute and deliver to the relevant Pledgor (at the sole cost and expense of such Pledgor) all releases or other documents (including without limitation UCC termination statements) necessary or reasonably desirable to evidence the release of the Liens created hereby on such Pledged Property, as applicable, as the Company or such Pledgor may reasonably request.

     10. Joinder. Each new Subsidiary of the Company or a Borrower that is required to become a party to this Pledge Agreement pursuant to Section 9.11 of the Loan Agreement shall become a Pledgor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Assumption Agreement substantially in the form of Annex 1 hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, Pledgor has executed this Pledge Agreement as of the day and year first above written.

NCI BUILDING SYSTEMS, INC.

By:

Title:

     IN WITNESS WHEREOF, Pledgor has executed this Pledge Agreement as of the day and year first above written.

NCI GROUP, INC.

By:

Title:

ROBERTSON-CECO II CORPORATION

By:

Title:

Annex 1

ASSUMPTION AGREEMENT

     ASSUMPTION AGREEMENT, dated as of                      ___, ___, made by                                         , a                      corporation (the “Additional Pledgor”), in favor of Wells Fargo Foothills, LLC, as administrative agent and collateral agent (in such capacity, the “Pledgee”) for the entities (the “Lenders”) from time to time parties to the Loan Agreement referred to below and the other Secured Parties (as defined in the Loan Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Pledge Agreement referred to below, or if not defined therein, in the Loan Agreement.

W I T N E S S E T H :

     WHEREAS, 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. (the “Company”), Steelbuilding.com, Inc., the Pledgee and the Lenders are parties to a Loan Agreement, dated as of October 20, 2009 (as amended, supplemented, waived or otherwise modified from time to time, the “Loan Agreement”);

     WHEREAS, in connection with the Loan Agreement, the Company and certain of its Subsidiaries are parties to the Pledge Agreement, dated as of October [    ], 2009 (as amended, supplemented, waived or otherwise modified from time to time, the “Pledge Agreement”), in favor of the Pledgee, for the benefit of the Secured Parties;

     WHEREAS, the Additional Pledgor is a member of an affiliated group of companies that includes the Borrowers and each other Pledgor; and the Borrowers and the other Pledgors (including the Additional Pledgor) are engaged in related businesses, and each such Pledgor (including the Additional Pledgor) will derive substantial direct and indirect benefit from the making of the extensions of credit under the Loan Agreement;

     WHEREAS, the Loan Agreement requires the Additional Pledgor to become a party to the Pledge Agreement; and

     WHEREAS, the Additional Pledgor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Pledge Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Pledge Agreement. By executing and delivering this Assumption Agreement, the Additional Pledgor, as provided in Section 10 of the Pledge Agreement, hereby becomes a party to the Pledge Agreement as a Pledgor thereunder with the same force and effect as if originally named therein as a Pledgor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Pledgor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Exhibit A to the Pledge Agreement, and such Exhibit A is hereby amended and modified to include such information. The Additional Pledgor hereby represents and warrants that each of the representations and

warranties of such Additional Pledgor contained in Section 4 of the Pledge Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE RULES AND PRINCIPLES OF CONFLICTS OF LAW OR OTHER RULE OF LAW TO THE EXTENT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL PLEDGOR]
 

By:  

Name:  

Title:  

Acknowledged and Agreed to as
of the date hereof by:

[                                                ]
as Pledgee

By:
	Name:
	Title:

EXHIBIT A
TO
PLEDGE AND SECURITY AGREEMENT

		Number of	Certificate		Percentage
Issuer	Pledgor	Shares	Number		Pledged
NCI Group, Inc., a Nevada corporation	NCI Building Systems, Inc.	1,000 shares of Common Stock		2		100	%
Robertson-Ceco II Corporation, a Delaware corporation	NCI Building Systems, Inc.	100 shares of Common Stock		2		100	%
Steelbuilding.com, Inc., a Delaware corporation	NCI Group, Inc.	1,000 shares of Common Stock		2		100	%
Building Systems de Mexico S.A. de C.V., a company organized in Mexico	(a) NCI Group, Inc.	32,500 shares of Series B-1 Common Stock		21		65	%
	(b) NCI Building Systems, Inc.	39,122,754 shares of Series B-2 Common Stock		23		65	%
Robertson Building Systems Limited, a company organized in Canada	Robertson-Ceco II Corporation	154,375 shares of Class A Special Stock		1
		10,754 shares of Class B Special Shares		1		65	%
		10,985 shares of Common Stock		1

EXHIBIT F
TO
LOAN AND SECURITY AGREEMENT

TAX SHARING AGREEMENT

     This Tax Sharing Agreement (the “Agreement”), dated as of [___], is made and entered into between [                    ], a [Delaware] corporation (“Holding”) and NCI Building Systems, Inc., a Delaware corporation (the “Company”). This Agreement shall become effective and binding upon the parties hereto as of the date hereof.

W I T N E S S E T H:

     WHEREAS, the parties hereto desire to provide for the allocation of liabilities, procedures to be followed, and other matters with respect to Combined Taxes (as defined below);

     NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.	Definitions.
	Code: shall mean the Internal Revenue Code of 1986, as amended.
	Combined Tax: shall mean any Tax in respect of a Combined Tax Group.
	Combined Tax Group: shall mean any affiliated group (i) of which the Company or any of its Subsidiaries was or is, or was or is required to be, a member for any Tax year and (ii) of which a Parent Entity was or is, or was or is required to be, the common parent for such Tax year for purposes of paying Taxes or filing a Tax Return.
	Combined Tax Return: shall mean any Tax Return with respect to any Combined Tax.
	Company Group: shall mean, with respect to any Combined Tax, a subgroup of the relevant Combined Tax Group, whose member or members shall include each member of such Combined Tax Group that is either the Company or a Subsidiary of the Company.

Due Date: shall mean, with respect to the filing of any Tax Return or the payment of Tax, the date on which such Tax Return is due to be filed with, or such payment is due to be made to, the appropriate Taxing Authority pursuant to applicable law, giving effect to any applicable extensions of the time for such filing or payment.

Estimated Tax Sharing Payments: shall mean the periodic tax sharing payments required under Article III, Section 2 of this Agreement.

IRS: shall mean the United States Internal Revenue Service, including, but not limited to, its authorized agents and representatives and, in the case of a litigated controversy, the attorneys representing it.

Parent Entity: shall mean Holding and any Subsidiary of Holding other than the Company and its Subsidiaries.

Person: shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

Pro Forma Company Return: shall mean a pro forma Tax Return prepared pursuant to Article III, Section 1 or 3.

Subsidiary: shall mean, with respect to any Person at any time, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (a) such Person or (b) one or more Subsidiaries of such Person.

Tax: shall mean any federal, state, local or foreign income, alternative minimum, accumulated earnings, personal holding company, franchise, capital stock, profits, windfall profits, gross receipts, sales, use, value added, transfer, registration, stamp, premium, excise, customs duties, severance, environmental (including taxes under section 59A of the Code), real property, personal property, ad valorem, rent, occupancy, license, occupation, employment, payroll, social security, disability, unemployment, workers’ compensation, withholding, estimated or other similar tax, duty, fee, assessment or other governmental charge or deficiencies thereof (including all interest and penalties thereon and additions thereto).

	Tax Return: shall mean any federal, state, local or foreign tax return, declaration, statement, report, schedule, form or information return or any amendment to any of the foregoing relating to Taxes.
	Taxing Authority: shall mean, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.
	Treasury Regulations: shall mean the regulations prescribed under the Code.
2.	Successors.
	References to the Company or a Parent Entity shall include any successor thereto or any Person with respect to which the Company or such Parent Entity, respectively, is the successor.

ARTICLE II

PROCEDURAL MATTERS

1.	The applicable Parent Entity shall have the sole and exclusive responsibility for the preparation and filing of each Combined Tax Return for each Combined Tax with respect to which it is the common parent, including any amended returns and any other returns, documents or statements required to be filed with any Taxing Authority relating to such Combined Tax Return. Holding shall, or shall cause the applicable Parent Entity to, file all such Combined Tax Returns on a timely basis, taking into account extensions of the due date for the filings of such returns.
2.	The Company shall, and shall cause each of its Subsidiaries that is eligible to be a member of the relevant Combined Tax Group to, join and continue to join in filing a Combined Tax Return with respect to each jurisdiction for all Tax years for which the Company or such Subsidiary, as the case may be, is eligible to do so under the applicable Tax law, unless Holding shall request otherwise.
3.	Holding shall, or shall cause the applicable Parent Entity to, make all payments to the applicable Taxing Authority of all Combined Taxes that the relevant Combined Tax Group is required to pay, including estimated payments relating thereto. The applicable Parent Entity shall have the right to exercise all powers of a common parent with respect to each relevant Combined Tax Return or Combined Tax.

4.	The applicable Parent Entity shall be the sole and exclusive agent of the Combined Tax Group of which it is the common parent and of each member of such group in respect of any and all matters relating to any Combined Tax of such group for all Combined Tax Return years. In its sole discretion, such Parent Entity shall have the right with respect to each such Combined Tax Return (a) to determine (i) the manner in which such return shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported and the adoption or change of any method of accounting, (ii) whether any extensions may be requested and (iii) the elections that will be made by each member of the Combined Tax Group for which such Combined Tax Return is filed, (b) to contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of such return by any Taxing Authority, (c) to file, prosecute, compromise or settle any claim for refund and (d) to determine whether any refund to which such Combined Tax Group may be entitled shall be paid by way of refund or credited against the Combined Tax liability of such group. The Company hereby irrevocably appoints, and shall cause each of its Subsidiaries that is a member of each such Combined Tax Group to irrevocably appoint, such Parent Entity as its agent and attorney-in-fact to take such action (including the execution of documents) as such Parent Entity may deem appropriate to effect the foregoing.
5.	The Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of a Combined Tax Group to, reimburse the applicable Parent Entity for (a) any outside legal and accounting expenses incurred by such Parent Entity in the course of the conduct of any audit or contest regarding a Combined Tax liability of such group, (b) any other expenses incurred by such Parent Entity in the course of any litigation relating thereto and (c) the cost of preparing any Combined Tax Return or otherwise administering this Agreement.
6.	The Company shall, and shall cause each of its Subsidiaries that is a member of a Combined Tax Group to, furnish to the applicable Parent Entity in a timely manner such information, documents and other assistance, in each case as such Parent Entity may reasonably request in connection with the filing of each Combined Tax Return with respect to such group or any audit or examination by any Taxing Authority or any judicial or administrative proceeding relating to a Combined Tax of such group or otherwise with respect to this Agreement and the transactions contemplated hereby.

ARTICLE III

TAX SHARING PAYMENTS

1.

For each Tax year for which a Parent Entity files, or is required to file, a Combined Tax Return on or after the date hereof, Holding shall, or shall cause the applicable Parent Entity to, timely prepare, or cause to be prepared, a Pro Forma Company Return for each relevant Company Group for such year (including, if necessary, preparing Pro Forma Company Returns for prior years). Each such Pro Forma Company Return shall include only the items of income, deduction, gain, loss and credit of the members of the Company Group that join in the filing of such Combined Tax Return, and shall be prepared in a manner consistent with the elections, methods of accounting, and positions with respect to specific items made or used by such Parent Entity for purposes of such Combined Tax Return. Each such Pro Forma Company Return shall reflect any carryovers of net operating losses, net capital losses, excess tax credits or other tax attributes from Pro Forma Company Returns with respect to the same Combined Tax for prior years assuming that members of such Company Group had not been in existence before the date hereof, which carryovers could have been utilized by the Company Group if such Company Group had never been included in the relevant Combined Tax Group, but only to the extent such Parent Entity utilizes such carryovers. For purposes of this Article III, Section 1, (a) a carryover will be treated as utilized by a Parent Entity to the extent that the Tax liability of the relevant Combined Tax Group determined taking into account such carryover is less than the Tax liability of such Combined Tax Group determined without giving effect to such carryover, (b) any provision of the Code that requires consolidated computations, such as sections 861 and 1231, and any similar provision with respect to any other Combined Tax, shall be applied separately to the Company Group for purposes of preparing the Pro Forma Company Return and (c) Treasury Regulations section 1.1502-13, and any similar provisions with respect to any other Combined Tax, shall be applied as if the Company Group were not a part of the relevant Combined Tax Group. The Pro Forma Company Return shall be provided to the Company no later than 10 days before the Due Date for filing the relevant Combined Tax Return.

2.

For each Tax year in which a Combined Tax Return is, or is required to be, filed by a Parent Entity, the Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of the relevant Combined Tax Group to, make periodic payments (“Estimated Tax Sharing Payments”) to such Parent Entity in such amounts as, and no later than the dates on which, payments of estimated tax with respect to such Combined Tax would be due on or after the date hereof from the Company Group under section 6655 of the Code, and any similar provisions

	with respect to any other Combined Tax, if it were not included in the relevant Combined Tax Group (computed on a basis consistent with the relevant Pro Forma Company Return). The balance, if any, of the Estimated Tax Sharing Payments due on or after the date hereof for such Tax year shall be paid to such Parent Entity no later than December 15 of such year. The Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of the relevant Combined Tax Group to, pay to the applicable Parent Entity no later than the Due Date (for this purpose, determined without regard to extensions) on which each Combined Tax Return for each Tax year is, or is required to be, filed by such Parent Entity on or after the date hereof, an amount equal to the excess of (a) the sum of (i) the Tax liability shown on the relevant Pro Forma Company Return prepared for such Tax year and (ii) the additions to tax, if any, under section 6655 of the Code, and any similar provisions with respect to any other Combined Tax, that would have been imposed upon the Company Group (treating the amount due to such Parent Entity under clause (i) above as the Company Group’s Tax liability and treating any Estimated Tax Sharing Payments as estimated Tax payments with respect to such liability) over (b) the Estimated Tax Sharing Payments made relating thereto.
3.	To the extent that, after the date hereof, any audit, litigation, claim or refund with respect to a Combined Tax Return results in an increase in Tax liability relating to the treatment of a Company Group item, a corresponding adjustment shall be made to such item and to the Company Group’s Tax liability reflected on the applicable Pro Forma Company Return. Within 5 days after any such adjustment, the Company shall, and shall as appropriate cause each of its Subsidiaries that is a member of the relevant Combined Tax Group to, make additional Tax sharing payments, including interest and penalties consistent with such adjustment, to the applicable Parent Entity.
4.	All calculations required to be made by a Parent Entity under this Agreement shall be binding upon the parties hereto absent manifest error.

ARTICLE IV

INTEREST

1. With respect to any federal income Tax, any amount relating thereto which is required to be paid by the Company or any of its Subsidiaries pursuant to this Agreement and which has not been timely paid to the applicable Parent Entity

shall be subject to an interest charge at the rate and in the manner provided in the Code for interest on underpayments of federal income Tax for the relevant period.

2.

With respect to any Combined Tax other than federal income Tax, any amount relating thereto which is required to be paid by the Company or any of its Subsidiaries pursuant to this Agreement and which has not been timely paid to the applicable Parent Entity shall be subject to an interest charge at the rate and in the manner provided under the applicable state or local statute for interest on underpayments of such Tax for the relevant period.

ARTICLE V

MISCELLANEOUS PROVISIONS

1.	Any information or documents furnished by one party to another pursuant to this Agreement shall be treated as confidential and, except as, and to the extent, required during the course of an audit or litigation or otherwise required by law, shall not be disclosed to another Person without the consent, which shall not be unreasonably withheld, of the first party.
2.	All payments to be made by any party under this Agreement shall, except to the extent otherwise specifically provided herein, be made without setoff, counterclaim or withholding, all of which are expressly waived.
3.	Nothing in this Agreement shall be construed to require a party hereto to pay any liability or obligation arising under this Agreement more than once.
4.	If due to any change in applicable law, regulations, or interpretation thereof after the date of this Agreement, performance of any provision of this Agreement or any transaction contemplated thereby shall become impracticable or impossible, the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.
5.	This Agreement shall be binding upon and inure to the benefit of any successor to each of the parties, by merger, acquisition of assets or otherwise, to the same extent as if the successor had been an original party to this Agreement.

6.	This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the rules or principles of conflict of laws thereof, to the extent the same are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
7.	This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which when taken together shall constitute one and the same instrument.
8.	The headings in this Agreement are for convenience only and shall not be deemed for any purpose to constitute a part or to affect the interpretation of this Agreement.
9.	This Agreement may be amended from time to time by agreement in writing executed by all the parties hereto or all of the parties then bound thereby. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior written and oral understandings with respect thereto.
10.	Any notice, request or other communication required or permitted in this Agreement shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, postage prepaid, addressed as follows:
	If to a Parent Entity:
	If to the Company:

NCI Building Systems, Inc.
10943 North Sam Houston Parkway West
Houston, Texas 77064
Attention: Chief Financial Officer
Facsimile: (281) 477-9674

In each case, with a copy to (which shall not constitute notice):

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attention: David A. Brittenham
Facsimile: (212) 909-6836

or to such other address as set forth in writing by either party to the other in accordance with this section.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized representatives.

[HOLDING]
By:
	Name:
	Title:

[Tax Sharing Agreement]

NCI BUILDING SYSTEMS, INC.
By:
	Name:
	Title:

[Tax Sharing Agreement]

EXHIBIT G
TO
LOAN AND SECURITY AGREEMENT

Form of Lender Promissory Note

REVOLVING NOTE

$                     Date:                     , 20___

     FOR VALUE RECEIVED, the undersigned (the “Borrowers”), hereby promise to pay to                      (the “Lender”), in accordance with the provisions of the Loan Agreement (as hereinafter defined), the lesser of (i) the principal amount of                      Dollars ($                    ) or (ii) the Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Loans made to the Borrowers under the Loan and Security Agreement, dated October ___, 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Wells Fargo Foothill, LLC, as Agent (in such capacity, “Agent”).

     The Borrowers promise to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Loan Agreement. Except as otherwise provided in Section 2.2(a) of the Loan Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Agent for the account of the Lender in U.S. Dollars in immediately available funds at Agent’s office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, and such interest shall be payable, as provided in the Loan Agreement.

     This Revolving Note is one of the promissory notes referred to in Section 6.5 of the Loan Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Note is also entitled to the benefits of the Guaranty Agreement, and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Loan Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Loan Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business and as provided in the Loan Agreement. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. This Revolving Note is subject to the terms and conditions of the Loan Agreement and in the event of any conflict or inconsistency between this Revolving Note and the Loan Agreement, the terms and conditions of the Loan Agreement shall govern and control.

     The Borrowers, for themselves, their successors and assigns, hereby waive, to the maximum extent permitted by applicable law, diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note.

     This Revolving Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the rules and principles of conflicts of law or other rule of law to the extent the same are not mandatorily applicable by statute and would cause the application of the law of any other jurisdiction.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, the Borrowers have caused this Note to be executed and delivered by their duly authorized officer as of the day and year first written above.

NCI GROUP, INC.

By:

Name:

Title:

ROBERTSON-CECO II CORPORATION

By:

Name:

Title:

EXHIBIT H
TO
LOAN AND SECURITY AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

          Reference is made to the Loan(s) held by the undersigned pursuant to the Loan and Security Agreement (the “Loan Agreement”) dated                     , 2009 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”), NCI Building Systems, Inc., a Delaware corporation (“Parent”), the parties hereto from time to time as lenders thereto (each individually, a “Lender” and collectively, “Lenders”) and Wells Fargo Foothill, LLC, a Delaware limited liability company , in its capacity as agent for Issuing Bank and Lenders (in such capacity, “Agent”). The undersigned hereby certifies under penalty of perjury that:

1.	The undersigned is the sole record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) registered in its name;
2.	The income from the Loan(s) held by the undersigned is not effectively connected with the conduct of a trade or business within the United States;
3.	The undersigned is not a bank (as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”)), is not subject to regulatory or other legal requirements as a bank in any jurisdiction and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or any qualification for any exemption from any tax, securities law or other legal requirements;
4.	The undersigned is not a 10-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code; and
5.	The undersigned is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code.

          The undersigned has furnished Agent and the Administrative Borrower each with a certificate of the undersigned’s non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall so inform Agent and the Administrative Borrower (for the benefit of the Borrowers) in writing within 30 days of such change and (2) the undersigned shall furnish Agent and the Administrative Borrower (for the benefit of the Borrowers) each with, a properly completed and currently effective certificate in either the calendar year in which a payment is to be made to the undersigned pursuant to the Loan Agreement, or in either of the two calendar years preceding such payment.

H-1

          Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:   [Address]

Dated:                     , 200__

H-2

EXHIBIT I
TO
LOAN AND SECURITY AGREEMENT

Form of Compliance Certificate

To: Wells Fargo Foothill, LLC
1100 Abernathy Road
Suite 1600
Atlanta, Georgia 30628
Attention: Business Finance Manager
Telephone No. 770-508-1300
Telecopy No. 770-804-0551

Ladies and Gentlemen:

     I hereby certify to you pursuant to Section 9.2 of the Loan Agreement (as defined below) as follows:

     1. I am the duly elected [Responsible Officer] of NCI Building Systems, Inc., a Delaware corporation (“Parent”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Loan and Security Agreement, dated October 20, 2009, by and among Wells Fargo Foothill, LLC, as administrative and collateral agent for the financial institutions party thereto as lenders (in such capacity, “Agent”), the financial institutions party thereto as lenders (collectively, “Lenders”), Parent and certain of its affiliates and subsidiaries, and the other parties thereto (as such Loan and Security Agreement is amended, modified or supplemented, from time to time, the “Loan Agreement”).

     2. I have reviewed the terms of the Loan Agreement, and have made, or have caused to be made under my supervision, a review in reasonable detail of the financial condition of Borrowers and Guarantors, during the immediately preceding fiscal month ending on [Insert Date].

     3. Attached hereto as Schedule I are the calculations required to determine, as of the end of such fiscal month compliance with the covenant set forth in Section 11 of the Loan Agreement for such fiscal month, whether or not such compliance is required under the terms thereof [and a written summary of material changes in GAAP and in the consistent application thereof that materially affected the financial covenant calculations for the applicable period].

     The foregoing certifications are made and delivered this day of                     , 20___.

NCI BUILDING SYSTEMS, INC.

By:

Title:

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements of NCI Building Systems, Inc. and each related Prospectus of our report dated December 22, 2009 (except for Note 1, as to which the date is April 23, 2010) with respect to the consolidated financial statements of NCI Building Systems, Inc. for the year ended November 1, 2009, included in the Current Report (Form 8-K) of NCI Building Systems, Inc. dated April 23, 2010, filed with the Securities and Exchange Commission.

NCI Building Systems, Inc. Form S-8	File No. 333-124266
NCI Building Systems, Inc. Form S-8	File No. 333-14957
NCI Building Systems, Inc. Form S-8	File No. 333-111139
NCI Building Systems, Inc. Form S-8	File No. 333-34899
NCI Building Systems, Inc. Form S-8	File No. 333-12921
NCI Building Systems, Inc. Form S-8	File No. 333-111142
NCI Building Systems, Inc. Form S-8	File No. 333-139983
NCI Building Systems, Inc. Form S-8	File No. 333-162568
NCI Building Systems, Inc. Form S-4	File No. 333-161842
NCI Building Systems, Inc. Form S-3	File No. 333-156448

/s/ Ernst & Young LLP

Houston, Texas
April 23, 2010

4

EX-99.1

Exhibit 99.1

Item 6. Selected Financial Data.

     As further discussed in Note 1 to our consolidated financial statements, our consolidated financial statements for each period presented have been adjusted for the retrospective application of ASC Topic 470-20, Debt with Conversion and Other Options (“ASC 470-20”), ASC Subtopic 260-10, Earnings per Share (“ASC 260-10”) and the effect of the Reverse Stock Split at an exchange ratio of 1-for-5 which occurred on March 5, 2010.

     The selected financial data for each of the three fiscal years ended November 1, 2009 and as of November 1, 2009 and November 2, 2008 has been derived from the audited Consolidated Financial Statements included elsewhere herein. The selected financial data for each of the two fiscal years ended October 29, 2006 and as of October 28, 2007, October 29, 2006 and October 29, 2005 have been derived from audited Consolidated Financial Statements not included herein. The following data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited Consolidated Financial Statements and the notes thereto included under “Item 8. Financial Statements and Supplementary Data.”

	2009			2008(2)			2007		2006		2005
	In thousands, except per share data
Sales	$	967,923		$	1,764,159		$	1,625,068	$	1,571,183	$	1,130,066
Net income (loss)		(750,796	)(1)		73,278	(3)		58,568		68,946		51,336
Net income (loss) applicable to common shares		(762,509	)(1)		––			––		––		––
Earnings (loss) per share:
Basic		(171.18	)		18.58			14.67		16.98		12.27
Diluted		(171.18	)(1)		18.49	(3)		13.89		15.91		12.08
Cash flow from operating activities		95,370			40,194			137,625		121,514		118,267
Total assets		614,518			1,379,492			1,342,172		1,299,023		989,806
Total debt		150,249			465,244			479,374		472,418		340,092
Convertible Preferred Stock		222,815			—			—		—		—
Stockholders’ equity	$	50,078		$	628,074		$	549,544	$	513,417	$	464,002
Diluted average common shares		4,403	(4)		3,886			4,139		4,264		4,164

(1)	Includes goodwill and other intangible asset impairment of $622.6 million ($600.0 million after tax), debt extinguishment and refinancing costs of $97.6 million ($92.4 million after tax), lower of cost or market charge of $40.0 million ($25.8 million after tax), change in control charges of $11.2 million ($6.9 million after tax), restructuring charges of $9.1 million ($5.6 million after tax), asset impairments of $6.3 million ($3.9 million after tax), interest rate swap of $3.1 million ($1.9 million after tax) and environmental and other contingencies of $1.1 million ($0.7 million after tax) in fiscal 2009.
(2)	Fiscal 2008 includes 53 weeks of operating activity.
(3)	Includes executive retirement costs of $2.9 million ($1.8 million after tax), lower of cost or market charge of $2.7 million ($1.6 million after tax), restructuring charges of $1.1 million ($0.7 million after tax) and asset impairments of $0.2 million ($0.12 million after tax) in fiscal 2008.
(4)	In October 2009, we consummated an exchange offer to acquire all our 2.125% Convertible Senior Subordinated Notes due 2024 in an exchange for cash and 14.0 million shares of our common stock.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

     As further discussed in Note 1 to our consolidated financial statements, our consolidated financial statements for each period presented, as well as the financing information in the following discussion, have been adjusted for the retrospective application of ASC Topic 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”), ASC Subtopic 260-10, Earnings per Share (“ASC 260-10”) and the effect of the Reverse Stock Split at an exchange ratio of 1-for-5 which occurred on March 5, 2010. The financial information contained in the discussion below reflects only the adjustments described in Note 1 to our consolidated financial statements and does not reflect events occurring after December 22, 2009, the date of the original filing of our 2009 Annual Report on

6

Form 10-K, or modify or update those disclosures that may have been affected by events occurring subsequent to management’s evaluation date of December 22, 2009, except as disclosed in Note 27 to our consolidated financial statements.

     We are one of North America’s largest integrated manufacturers and marketers of metal products for the non-residential construction industry. We provide metal coil coating services and design, engineer, manufacture and market metal components and engineered building systems primarily for non-residential construction use. We manufacture and distribute extensive lines of metal products for the non-residential construction market under multiple brand names through a nationwide network of plants and distribution centers. We sell our products for both new construction and repair and retrofit applications.

     Metal components offers builders, designers, architects and end-users several advantages, including lower long-term costs, longer life, attractive aesthetics and design flexibility. Similarly, engineered building systems offer a number of advantages over traditional construction alternatives, including shorter construction time, more efficient use of materials, lower construction costs, greater ease of expansion and lower maintenance costs.

     We use a 52/53 week year with our fiscal year end on the Sunday closest to October 31. As a result, our fourth quarter of fiscal 2008 included an additional week of operating activity.

     We assess performance across our business segments by analyzing and evaluating (i) gross profit, operating income, and (ii) non-financial efficiency indicators such as revenue per employee, man hours per ton of steel produced and shipped tons per employee. In assessing our overall financial performance, we regard return on adjusted operating assets, as well as growth in earnings per share, as key indicators of shareholder value.

   Recapitalization Plan and Refinancing Transaction

     On October 20, 2009, we issued and sold to the CD&R Funds 250,000 shares of Convertible Preferred Stock for an aggregate purchase price of $250.0 million. The Preferred Shares are convertible into shares of our common stock, and represent 68.4% of our voting power and common stock on an as-converted basis.

     As of December 21, 2009, the Preferred Shares are convertible into 39.2 million shares of common stock, at a conversion price of $6.3740. However, as of that date, only approximately 1.7 million shares of common stock were authorized and unissued, and therefore the CD&R Funds could not fully convert the Preferred Shares. To the extent that the CD&R Funds opt to convert their Preferred Shares, as of December 21, 2009, their conversion right is limited to conversion of their Preferred Shares into the approximately 1.7 million shares of common stock that are currently authorized and unissued. We intend to submit to a shareholder vote, at our annual meeting of shareholders, a proposal to amend the Company’s certificate of incorporation to effect a reverse stock split of the common stock of the Company. We expect the shareholders to vote in favor of the reverse stock split at the annual meeting and we expect that, following the completion of the reverse stock split, the CD&R Funds will be able to convert 100% of their Preferred Shares into shares of common stock. During fiscal 2009, we recorded an initial beneficial conversion feature of $10.5 million and the remaining $230.9 million of the beneficial conversion feature will be recognized when the contingency related to the availability of authorized shares is resolved. In the second quarter of fiscal 2010, the contingency related to the availability of authorized shares was resolved by both stockholder approval of the 1-for-5 Reverse Stock Split and the subsequent action by the Board to affect the Reverse Stock Split. Therefore, the remaining $230.7 million of the beneficial conversion feature was recognized in the second quarter of fiscal 2010.

     Dividends on the Convertible Preferred Stock are payable, on a cumulative daily basis, as, if and when declared by our board of directors, at a rate per annum of 12% of the liquidation preference of $1,000 per Preferred Share, subject to adjustment under certain circumstances, if paid in-kind or at a rate per annum of 8% of the liquidation preference of $1,000 per Preferred Share, subject to adjustment under certain circumstances, if paid in cash. We have the right to choose whether dividends are paid in cash or in-kind, subject to the conditions of the Amended Credit Agreement and ABL Facility including being contractually limited in our ability to pay cash dividends until the first quarter of fiscal 2011 under the Amended Credit Agreement and October 20, 2010 under the ABL Facility, except for certain specified purposes.

     Simultaneously with the closing of the Equity Investment, we took the following actions (together with the Equity Investment, the “Recapitalization Plan”):

• we refinanced our existing credit agreement as in effect prior to such date (the “Credit Agreement”), which was due to mature on June 18, 2010, by repaying approximately $143 million in principal amount of the approximately $293 million in principal amount then outstanding and amending the terms and extending the maturity of the remaining $150 million balance of the term loans. The Amended Credit Agreement requires quarterly principal payments of 0.25% of the principal amount of the term loan then outstanding as of the last day of each quarter and a final payment of approximately $131.1 million in principal at maturity on April 20, 2014.

7

• we entered into the ABL Facility, an asset-based revolving credit facility agreement with a maximum available amount of up to $125 million which has an additional $50 million incremental credit facility. The ABL Facility replaces the revolving credit facility, and letters of credit, subfacility under our Credit Agreement, which expired on June 18, 2009. The ABL Facility has a maturity of April 20, 2014 and includes borrowing capacity of up to $25 million for letters of credit and up to $10 million for swingline borrowings.

     The refinancing of our term loan and our entry into the revolving credit facility are further described in “Debt — Amended Credit Agreement” and “Debt — ABL Facility” below.

     In connection with the closing of the Equity Investment, we also completed an exchange offer (the “Exchange Offer”) to acquire the $180 million of our then-outstanding 2.125% Convertible Senior Subordinated Notes due 2024 (the “Convertible Notes”) for an aggregate combination of $90.0 million in cash and 14.0 million shares of common stock. The Exchange Offer is further described in “Debt — Convertible Notes” below.

   Fiscal 2009 Overview

     In fiscal 2009, we survived the deepest decline in non-residential construction in the 44 years since McGraw-Hill has been compiling data, and we have emerged with a strengthened financial position with the completion of our refinancing. We now have the resources to withstand the continued weakness projected for our markets and to re-start our growth strategy. We are committed to significantly re-building the value of our Company over the next several years.

     Business conditions in our fourth quarter of fiscal 2009 continued to be difficult, across all our markets. According to McGraw-Hill statistics, non-residential construction activity measured in square feet was down 47% in calendar year to date through October 2009, compared to the same period in calendar 2008. Our traditionally strong commercial and industrial markets were even weaker, down 60% in calendar year to date through October 2009, compared to the same period in calendar 2008. At the same time, steel prices in fiscal 2009 declined 34% compared to fiscal 2008.

     The AIA’s Architectural Billing Index published for October indicated that inquiry levels have somewhat stabilized and remain positive, but billings are still negative. McGraw-Hill is now forecasting that non-residential construction activity measured in square feet will be 42% lower in calendar 2009 compared to calendar 2008. Steel prices have increased from the June of 2009 levels, but were 34% lower in fiscal 2009 than the comparable period of 2008 according to the CRU North American Steel price index.

   Industry Conditions

     Our sales and earnings are influenced by general economic conditions, interest rates, the price of steel relative to other building materials, the level of non-residential construction activity, roof repair and retrofit demand and the availability and cost of financing for construction projects.

     The overall decline in economic conditions beginning in the third quarter of 2008 has reduced demand for our products and adversely affected our business. In addition, the tightening of credit in financial markets over the same period has adversely affected the ability of our customers to obtain financing for construction projects. As a result, we have experienced decreases in and cancellations of orders for our products, and the ability of our customers to make payments has been adversely affected. Similar factors could cause our suppliers to experience financial distress or bankruptcy, resulting in temporary raw material shortages. The lack of credit also adversely affects non-residential construction, which is the focus of our business.

     Over the same period, there has been significant volatility in the price of steel, the primary raw material in our production process. In fiscal 2009, steel prices decreased at a precipitous rate until July 2009 when steel prices began to increase. According to the CRU North American Steel Price Index, steel prices were 36% lower in October 2009 compared with October 2008. This unusual level of volatility has negatively impacted our business. First, in the first two quarters of fiscal 2009, we wrote down inventory to net realizable value given these declines because our sales volume was significantly lower than previously anticipated while raw material prices have declined more rapidly than anticipated. Second, some customers have delayed projects, waiting to see where steel prices would bottom out.

     The uncertainty surrounding future economic activity levels and the tightening of credit availability have resulted in significantly decreased activity levels for our business. During fiscal 2009, our sales volumes were significantly below our expectations, primarily in our engineered buildings and components segments. See “— Liquidity and Capital Resources — Debt.” When we began fiscal

8

2009, McGraw-Hill was predicting a 12% decline in non-residential construction in 2009 compared to 2008. Subsequently, McGraw-Hill revised its forecast further downward and, as of October 2009, was predicting a 42% square-footage decline in non-residential construction activity in 2009 compared to 2008. McGraw-Hill has also reported a 42.2% reduction in low-rise non-residential (less than 5 stories) square-footage starts during fiscal 2009 compared with fiscal 2008.

     As a result of the current market downturn, we began a phased process to resize and realign our manufacturing operations. The purpose of these closures is to rationalize our least efficient facilities and to retool certain of these facilities to allow us to better utilize our assets and expand into new markets or better provide products to our customers, such as insulated panel systems. As a result of the restructuring, we expect to realize an annualized fixed cost savings in the amount of approximately $120 million upon full implementation of this three phase restructuring plan.

     In November 2008, we approved the Phase I plan to close three of our engineered building systems manufacturing plants. In addition, as part of the restructuring, we implemented a general employee reduction program. Specifically, one of our facilities, which was closed during fiscal 2008, is being retooled for use in connection with our insulated panel systems product line. We have incurred facility closure costs of approximately $3.4 million related to these Phase I facility closures. Most of these expenses were recorded during the first and second quarters of fiscal 2009. We expect only minor additional costs as we wind down Phase I of our restructuring plan.

     In February 2009, we approved the Phase II plan to close one of our facilities within the engineered building systems segment in a continuing effort to rationalize our least efficient facilities. We have incurred facility closure costs of $0.9 million related to this facility. Most of these expenses were recorded during the second quarter of fiscal 2009. We expect only minor additional costs as we wind down Phase II of our restructuring plan.

     In April 2009, we approved the Phase III plan to close or idle three of our manufacturing facilities within the engineered building systems segment and two facilities within the metal components segment in a continuing effort to rationalize our least efficient facilities. In addition, manufacturing at one of our metal components facilities was temporarily suspended and currently functions as a distribution and customer service site. As part of the restructuring, we also added to the general employee reduction program. We have incurred facility closure costs of approximately $7.0 million related to these Phase III facility closures and expect to incur additional facility closure costs of $1.6 million in fiscal 2010.

     As a result of the management actions taken in the Recapitalization Plan and restructuring plan, we have right sized our cost structure and solidified our liquidity position which we believe will enable us to withstand a sustained downturn in our industry.

     One of the primary challenges we face both short and long term is the volatility in the price of steel. Our business is heavily dependent on the price and supply of steel. For the fiscal year ended November 1, 2009, steel represented approximately 71% of our costs of goods sold. The steel industry is highly cyclical in nature, and steel prices have been volatile in recent years and may remain volatile in the future. Steel prices are influenced by numerous factors beyond our control, including general economic conditions domestically and internationally, competition, labor costs, production costs, import duties and other trade restrictions. For additional discussion of steel prices, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”

     During the fiscal year ended November 1, 2009, we experienced a significant decrease in the value of our total inventory, primarily due to the decrease in volume and decreases in the price of steel. During the fiscal year ended November 2, 2008, we experienced significant increases in the value of our total inventory, primarily due to the substantial increases in the price of steel, as well as significant increases in our fuel and transportation costs.

     We do not have any long-term contracts for the purchase of steel and normally do not maintain an inventory of steel in excess of our current production requirements. However, from time to time, we may purchase steel in advance of announced steel price increases. We can give no assurance that steel will remain available or that prices will not continue to be volatile. While most of our contracts have escalation clauses that allow us, under certain circumstances, to pass along all or a portion of increases in the price of steel after the date of the contract but prior to delivery, we may, for competitive or other reasons, not be able to pass such price increases along. If the available supply of steel declines, we could experience price increases that we are not able to pass on to the end users, a deterioration of service from our suppliers or interruptions or delays that may cause us not to meet delivery schedules to our customers. Any of these problems could adversely affect our results of operations and financial condition. For additional discussion please see “Item 1. Business — Raw Materials,” “Item 1A. Risk Factors — We rely on a few major suppliers for our supply of steel, which makes us more vulnerable to supply constraints and pricing pressure, as well as the financial condition of those suppliers,” “— Liquidity and Capital Resources — Steel Prices” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk — Steel Prices.”

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     In assessing the state of the metal construction market, we rely upon various industry associations, third party research, and various government reports such as industrial production and capacity utilization. One such industry association is the Metal Building Manufacturers Association (“MBMA”), which provides summary member sales information and promotes the design and construction of metal buildings and metal roofing systems. Another is McGraw-Hill Construction Information Group, which we look to for reports of actual and forecasted growth in various construction related industries, including the overall non-residential construction market. McGraw-Hill Construction’s forecast for calendar 2010 indicates a total non-residential construction reduction of 4% in square footage and a reduction of 2% in dollar value prior to increasing in 2011. Additionally, we review the American Institute of Architects’ survey for inquiry and billing activity for the industrial, commercial and institutional sectors.

RESULTS OF OPERATIONS

     The following table presents, as a percentage of sales, certain selected consolidated financial data for the periods indicated:

	Fiscal year ended
	November 1,			November 2,			October 28,
	2009			2008			2007
Sales		100.0	%		100.0	%		100.0	%
Cost of sales		77.8			74.9			75.2
Lower of cost or market adjustment		4.1			0.2			—
Asset impairments		0.7			0.0			—
Gross profit		17.4			24.9			24.8
Selling, general and administrative expenses		21.7			16.0			16.7
Goodwill and other intangible asset impairments		64.3			—			—
Restructuring charge		0.9			0.1			—
Change in control charges		1.2			—			—
Income (loss) from operations		(70.7	)		8.8			8.1
Interest income		0.0			0.0			0.0
Interest expense		(3.0	)		(1.8	)		(2.3	)
Debt extinguishment and refinancing costs		(10.0	)		—			—
Other (expense) income, net		0.2			(0.1	)		0.1
Income (loss) before income taxes		(83.5	)		6.9			5.9
Provision (benefit) for income taxes		(5.9	)		2.7			2.3
Net income (loss)		(77.6	)%		4.2	%		3.6	%

SUPPLEMENTARY BUSINESS SEGMENT INFORMATION

     We have aggregated our operations into three reportable segments based upon similarities in product lines, manufacturing processes, marketing and management of our businesses: metal coil coating; metal components; and engineered building systems. All business segments operate primarily in the non-residential construction market. Sales and earnings are influenced by general economic conditions, the level of non-residential construction activity, metal roof repair and retrofit demand and the availability and terms of financing available for construction.

     Products of all our business segments use similar basic raw materials. The metal coil coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated for use by construction and industrial users. The metal components segment products include metal roof and wall panels, doors, metal partitions, metal trim and other related accessories. The engineered building systems segment includes the manufacturing of main frames, Long Bay^® Systems and value-added engineering and drafting, which are typically not part of metal components or metal coil coating products or services. The reporting segments follow the same accounting policies used for our Consolidated Financial Statements.

     We evaluate a segment’s performance based primarily upon operating income before corporate expenses. Intersegment sales are recorded based on standard material costs plus a standard markup to cover labor and overhead and consist of: (i) hot-rolled, light gauge painted, and slit material and other services provided by the metal coil coating segment to both the metal components and engineered building systems segments; (ii) building components provided by the metal components segment to the engineered building systems segment; and (iii) structural framing provided by the engineered building systems segment to the metal components segment.

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     Corporate assets consist primarily of cash but also include deferred financing costs, deferred taxes and property, plant and equipment associated with our headquarters in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the business segments. Segment information is included in Note 25 of our Consolidated Financial Statements.

     The following table represents sales, operating income and total assets attributable to these business segments for the periods indicated (in thousands, except percentages):

	2009			%			2008			%			2007			%
Sales:
Metal coil coating	$	169,897			18		$	305,657			17		$	272,543			16
Metal components		458,734			47			715,255			41			663,331			41
Engineered building systems		541,609			56			1,110,534			63			1,021,544			63
Intersegment sales		(202,317	)		(21	)		(367,287	)		(21	)		(332,350	)		(20	)
Total net sales	$	967,923			100		$	1,764,159			100		$	1,625,068			100
Operating income (loss):
Metal coil coating	$	(99,658	)				$	29,354					$	25,132
Metal components		(129,992	)					82,084						49,607
Engineered building systems		(389,324	)					107,839						113,258
Corporate		(64,586	)					(64,619	)					(56,277	)
Total operating income (loss)	$	(683,560	)				$	154,658					$	131,720
Unallocated other expense		(124,149	)					(33,374	)					(35,273	)
Income (loss) before income taxes	$	(807,709	)				$	121,284					$	96,447
Total assets as of fiscal year end 2009 and 2008:
Metal coil coating	$	57,254			9		$	196,687			14
Metal components		160,124			26			371,722			27
Engineered building systems		241,449			39			716,821			52
Corporate		155,691			26			94,262			7
Total assets	$	614,518			100		$	1,379,492			100

RESULTS OF OPERATIONS FOR FISCAL 2009 COMPARED TO FISCAL 2008

     Consolidated sales for fiscal 2009 decreased 45.1%, or $796.2 million, from fiscal 2008. This decrease resulted from a 37.9% decrease in external tonnage volumes, partially offset by higher relative sales prices as a result of higher steel costs in the engineered building systems and metal components segments. Lower tonnage volumes in all three of our segments in fiscal 2009 compared with fiscal 2008 were driven by reduced demand for such products which is affirmed by the 42.2% reduction in low-rise non-residential (less than 5 stories) square-footage starts as reported by McGraw Hill during fiscal 2009 compared with fiscal 2008.

     Consolidated cost of sales decreased by 43.1% for fiscal 2009 compared to fiscal 2008. Gross margins were 17.4% for fiscal 2009 compared to 24.9% for the prior fiscal year. During fiscal 2009, we recorded a $40.0 million inventory adjustment, which accounted for 4.1% of the reduction in the gross margin percentage, to adjust the carrying amount on certain raw material inventory to the lower of cost or market because this inventory exceeded our current estimates of net realizable value less normal profit margins. Although we have taken steps to reduce our variable and fixed costs throughout the year, margins decreased across all three segments due to increased price competition and allocation of fixed costs over substantially reduced sales. In addition, we recorded a $6.3 million asset impairment charge, which accounted for 0.6% of the reduction in gross margin percentage, for certain assets primarily within the engineered building systems segment and at our corporate operations.

     Metal coil coating sales decreased 44.4%, or $135.8 million to $169.9 million in fiscal 2009, compared to $305.7 million in the prior fiscal year. Sales to third parties for fiscal 2009 decreased 45.1% to $53.2 million from $97.0 million in the prior fiscal year as a result of a 16.1% decrease in external tonnage volumes, a 19.9% decrease in sales prices, and a shift in product mix from package sales of coated steel products to toll processing revenue for coating services. These results are primarily driven by reduced demand and increased competition in the market resulting from the general weakness of non-residential construction activity in fiscal 2009. In addition, there was a $92.0 million decrease in intersegment sales during fiscal 2009 compared with fiscal 2008, which represents a 44.1% reduction in intersegment volume. Metal coil coating third-party sales accounted for 5.5% of total consolidated third-party sales in both fiscal 2009 and 2008.

     Operating income (loss) of the metal coil coating segment decreased in fiscal 2009 to a loss of $(99.7) million, compared to income of $29.4 million in the prior fiscal year primarily due to goodwill and other intangible asset impairments of $99.0 million, an incremental $5.4 million charge to adjust inventory to lower of cost or market, and a remaining $26.3 million decrease in gross profit due to the declines in volumes and relative sales prices discussed above. The gross margins were lower primarily due to lower relative

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sales prices than in the prior year, a 16.1% decrease in tonnage volumes on sales to third parties compared to the prior year, and a 38.5% decrease in intersegment tonnage sold compared to the prior year. In addition, operating income in fiscal 2008 included an out of period pretax charge of $0.9 million to correct work-in-process standard costs.

     Metal components sales decreased 35.9%, or $256.5 million to $458.7 million in fiscal 2009, compared to $715.3 million in the prior fiscal year. Sales were down primarily due to a 30.5% decrease in external tons shipped compared to the prior year. Sales to third parties for fiscal 2009 decreased $210.9 million to $389.1 million from $600.0 million in the prior fiscal year. The remaining $45.6 million represents a similar decrease in intersegment sales. These results are primarily driven by reduced demand and increased competition in the market resulting from the general weakness of non-residential construction activity in 2009. Metal components third-party sales accounted for 40.2% of total consolidated third-party sales in fiscal 2009 compared to 34.0% in fiscal 2008.

     Operating income (loss) of the metal components segment decreased in fiscal 2009 to a loss of $(130.0) million, compared to income of $82.1 million in the prior fiscal year. This $212.1 million decrease resulted from charges related to goodwill and other intangible asset impairments of $147.2 million, a $17.2 million inventory lower of cost or market adjustment, a $0.3 million increase in restructuring charges, and a remaining $60.3 million decrease in gross profit due to the declines in volumes and relative sales prices noted above, all partially offset by a $13.7 million decrease in selling and administrative expenses. We have recorded restructuring charges of $1.3 million in fiscal 2009 related to the closure of one of our manufacturing plants compared to restructuring charges of $1.0 million in fiscal 2008 to exit our residential overhead door product line. The $13.4 million decrease in selling and administrative expenses was primarily due to a $10.2 million decrease in wage and benefit costs due to lower headcount and incentive compensation and across the board decreases in other various expenses in response to the lower levels of business activity.

     Engineered building systems sales decreased 51.2%, or $568.9 million to $541.6 million in fiscal 2009, compared to $1.11 billion in the prior fiscal year. This decrease resulted from a 52.1% decrease in external tons shipped, partially offset by slightly higher average sales prices. Sales to third parties for fiscal 2009 decreased $541.6 million to $525.6 million from $1.07 billion in the prior fiscal year. Intersegment sales decreased by $27.3 million compared to fiscal 2008. These results are primarily driven by reduced demand, increased competition in the market, and the impact of the significant rise in steel prices in the second half of fiscal 2008 that declined throughout fiscal 2009. Engineered building systems third-party sales accounted for 54.3% of total consolidated third-party sales in fiscal 2009 compared to 60.5% in fiscal 2008.

     Operating income (loss) of the engineered building systems segment decreased in fiscal 2009 to a loss of $(389.3) million, compared to income of $107.8 million in the prior fiscal year. This $497.2 million decrease resulted from charges related to goodwill and other intangible asset impairments of $376.4 million, restructuring charges of $7.4 million in fiscal 2009, a $14.7 million inventory lower of cost or market adjustment, a $4.2 million asset impairment charge and a remaining $141.0 million decrease in gross profit due to the declines in volumes and relative sales prices noted above, partially offset by a $46.5 million decrease in selling and administrative expenses. The $46.5 million decrease in selling and administrative expenses was primarily due to a $40.9 million decrease in wage and benefit costs and temporary labor costs due to lower headcount and lower incentive compensation and across the board decreases in other various expenses in response to the lower levels of business activity.

     Consolidated selling, general and administrative expenses, consisting of engineering, drafting, selling and administrative costs, decreased to $209.6 million in fiscal 2009 compared to $283.6 million in the prior fiscal year. The decrease in selling and administrative expenses was primarily due to a $59.3 million decrease in wage and benefit costs and temporary labor costs due to lower headcount and lower incentive compensation. We also had a $2.9 million decrease in executive retirement costs due primarily to accelerated vesting of certain restricted stock grants of former executives upon retirement in fiscal 2008. The remaining decrease was the result of a $2.5 million decrease in pre-tax share-based compensation costs, a $2.2 million decrease in bad debt expense, a $1.7 million decrease in travel and entertainment costs, a $1.6 million decrease in advertising costs and decreases in other various expenses due to managed lower levels of activity. As a percentage of sales, selling, general and administrative expenses were 21.7% for fiscal 2009 compared to 16.1% for fiscal 2008.

     Consolidated goodwill and other intangible asset impairment was $622.6 million in fiscal 2009 compared with no amount recorded in the prior fiscal year. This increase impacted all three of our reporting segments and was the result of the reduction of our future cash flow projections in the first quarter of fiscal 2009, our lowering projected cash flows and implementing Phase III of our restructuring plan in the second quarter of fiscal 2009.

     Consolidated restructuring charge increased to $9.1 million in fiscal 2009 compared with $1.1 million in the prior year’s period. This increase was primarily related to our plan to close six of our engineered building systems manufacturing plants. The purpose of these closures was to rationalize our least efficient facilities and to retool certain of these facilities to allow us to better utilize our

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assets and expand into new markets or better provide products to our customers. The $0.9 million charge in the prior year was related to the plan to exit our residential overhead door product line, included in our metal components segment.

     Consolidated change in control charges for fiscal 2009 in the amount of $11.2 million related primarily to $9.1 million in share-based compensation expense upon the accelerated vesting of our stock incentive plans upon the change in control of our Company. We also incurred a $1.5 million charge related to a new director and officer insurance policy upon the majority change of our board of directors.

     Consolidated interest income for fiscal 2009 decreased by 63.8% to $0.4 million, compared to $1.1 million for the prior fiscal year. This decrease was primarily due to lower interest rates on our cash balances during fiscal 2009 compared to the prior fiscal year.

     Consolidated interest expense for fiscal 2009 decreased by 10.2% to $29.2 million, compared to $32.6 million for the prior fiscal year. Lower market interest rates reduced the interest expense associated with the variable portion of our outstanding debt, partially offset by a $3.1 million charge related to our interest rate swap contract. In connection with our 2009 refinancing, we concluded the interest rate swap agreement was no longer an effective hedge, based on the modified terms of the Amended Credit Agreement which includes a 2% LIBOR floor. As a result, we have reclassified to interest expense the remaining deferred losses previously recorded to accumulated other comprehensive income (loss).

     Consolidated provision for income taxes for fiscal 2009 decreased to a benefit of $(56.9) million, compared to a provision of $48.0 million for the prior fiscal year. The decrease was primarily due to a $929.0 million decrease in pre-tax earnings (loss). The effective tax rate for fiscal 2009 was 7.0% compared to 39.6% for the prior fiscal year. This decrease was primarily due to non-deductible goodwill impairment costs and the non-deductible premium on the retirement of our Convertible Notes.

     Consolidated debt extinguishment and refinancing costs for fiscal 2009 were $97.6 million and related to our refinancing which was completed on October 20, 2009. These costs primarily consisted of $85.3 million related to debt extinguishment of our Convertible Notes, $6.4 million related to payments to non-creditors on the modification of our Credit Agreement, $4.8 million of costs related to our abandoned plan for pre-packaged bankruptcy.

     Consolidated convertible preferred stock dividends and accretion for fiscal 2009 was $1.2 million and related primarily to $1.1 million of accrued dividends on the Convertible Preferred Stock which accrues and accumulates on a daily basis and was accrued for the last thirteen days of fiscal 2009 at the 12% paid in-kind rate.

     Consolidated convertible preferred stock beneficial conversion feature for fiscal 2009 was $10.5 million and related to the beneficial conversion feature on the Convertible Preferred Stock because it was issued with a conversion price of $6.3740 per common share equivalent and the closing stock price per common share just prior to the execution of the Equity Investment was $12.55. Because only 1.6 million of the potentially 39.2 million common shares, if converted, are authorized and unissued at November 1, 2009, only $10.5 million of the beneficial conversion feature is recognized in fiscal 2009.

     Diluted earnings (loss) per share for fiscal 2009 decreased to a loss of $(171.18) per diluted share, compared to earnings of $18.49 per diluted share for the prior fiscal year. The decrease was primarily due to an $835.8 million decrease in net income (loss) applicable to common shares resulting from the factors described above. In addition, the weighted average number of common shares outstanding increased by 0.5 million due to the completion of our Convertible Notes exchange offer in the last month of our fiscal year. In connection with the exchange offer, we issued 14.0 million common shares. In addition to the Convertible Notes exchange offer, our 2009 refinancing transaction included the issuance of $250 million of Series B Convertible Preferred Stock which required the use of the “two-class” method in determining diluted earnings per share, but did not increase the weighted average number of common shares outstanding. The Convertible Preferred Stock will be convertible into 39.2 million common shares and will only be included in the weighted average common shares outstanding under the “if-converted” method which is required when it results in a lower earnings per share than determined under the “two-class” method.

RESULTS OF OPERATIONS FOR FISCAL 2008 COMPARED TO FISCAL 2007

     Consolidated sales for fiscal 2008 increased 8.6%, or $139.1 million, over fiscal 2007. Of this increase, $180.3 million related to increased pricing on increased steel costs and $18.6 million was attributable to the Garco acquisition. These increases were partially offset by a 5.6% decrease in tonnage volumes in all three of our segments in fiscal 2008 compared with fiscal 2007, which were driven by reduced demand for such products resulting from the 17.5% reduction in low-rise non-residential square footage starts as reported by McGraw Hill.

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     Consolidated cost of sales increased by 8.5% for fiscal 2008 compared to fiscal 2007. Gross margins were 24.9% for fiscal 2008 compared to 24.8% for the prior fiscal year. The gross margin percentage was higher as a result of increased margins at the metal components and metal coil coating segments, partially offset by decreased margins at the engineered building systems segments.

     Metal coil coating sales increased $33.1 million to $305.7 million in fiscal 2008, compared to $272.5 million in the prior fiscal year. Sales to third parties for fiscal 2008 increased 16.0% to $97.0 million from $83.6 million in the prior fiscal year as a result of a shift in product mix from toll processing sales for coating services to package sales of coated steel products and increased pricing on higher raw material costs, partially offset by an 11.4% decrease in external tonnage volumes. Package sales of coated steel products contribute lower margin dollars per ton compared to toll processing sales, as a percentage of revenue. The dominant component of the price in package sales is steel which only allows for a minimal mark-up. The remaining $19.7 million represents an increase in intersegment sales. Metal coil coating third-party sales accounted for 5.5% of total consolidated third-party sales in fiscal 2008 compared with 5.1% in fiscal 2007.

     Operating income of the metal coil coating segment increased by 16.8% to $29.4 million, compared to $25.1 million in the prior fiscal year primarily due to increased gross profit. The margins increased primarily due to higher sales prices, partially offset by higher costs. During fiscal 2008, we recorded a charge to cost of sales to reduce the carrying amount on certain raw material inventory to the lower of cost or market in the amount of $2.7 million. In addition, operating income included an out of period pretax charge of $0.9 million to correct work-in-process standard costs in our metal coil coating segment. As a percentage of total segment sales, operating income in fiscal 2008 was 9.6% compared to 9.2% in fiscal 2007.

     Metal components sales increased $51.9 million to $715.3 million in fiscal 2008, compared to $663.3 million in the prior fiscal year. Sales were up primarily due to increased pricing on account of increased raw material costs, partially offset by a 6.5% decrease in external tons shipped. Sales to third parties for fiscal 2008 increased $38.4 million to $600.0 million from $561.6 million in the prior fiscal year. The remaining $13.5 million represents an increase in intersegment sales. Metal components third-party sales accounted for 34.0% of total consolidated third-party sales in fiscal 2008 compared to 34.6% in fiscal 2007.

     Operating income of the metal components segment increased by 65.5% in fiscal 2008 to $82.1 million, compared to $49.6 million in the prior fiscal year. This $32.5 million increase resulted from a $32.3 million increase in gross profit and a $0.2 million decrease in selling and administrative expenses. The gross margins were higher due to increased pricing compared to the prior fiscal year, which had been depressed due to an over abundance of steel inventory in the market at that time, and due to our ability to effectively manage our raw material and manufacturing costs. In addition, we incurred charges of $1.7 million in cost of sales related to the exit of our residential overhead door product line, which were partially offset by a $1.0 million gain on the disposition of related property and equipment. Cost of sales also included an offset of a pretax $1.0 million out-of-period reversal of amounts previously recorded in accounts payable related to inventory received but not invoiced.

     Engineered building systems sales increased $89.0 million to $1.11 billion in fiscal 2008, compared to $1.02 billion in the prior fiscal year. This increase resulted from increased pricing as a result of increased steel costs and by sales of $18.6 million attributable to the Garco acquisition. Sales to third parties for fiscal 2008 increased $87.3 million to $1.07 billion from $0.98 billion in the prior fiscal year. Intersegment sales increased by $1.7 million compared to fiscal 2007. Engineered building systems third-party sales accounted for 60.5% of total consolidated third-party sales in fiscal 2008 compared to 60.3% in fiscal 2007.

     Operating income of the engineered building systems segment decreased 4.8% in fiscal 2008 to $107.8 million, compared to $113.3 million in the prior fiscal year. This $5.4 million decrease resulted from a $1.5 million decrease in gross profit and a $3.9 million increase in selling and administrative expenses. Although gross profit was relatively flat, gross margins were lower due to increased raw material costs, primarily related to steel price increases as well as a 3.9% decrease in external organic tons shipped. In addition, the Garco acquisition partially offset the decrease in gross margins and accounted for $5.7 million in gross profit. The increase in selling and administrative expenses was primarily due to a $3.1 million increase as a result of the Garco acquisition, a $2.2 million increase in bonus expense on higher consolidated profit activity and a $1.9 million increase in 401(k) matching costs. This increase was partially offset by a $1.6 million decrease in depreciation and amortization costs due to intangible assets being fully amortized and a $1.0 million decrease in advertising costs.

     Consolidated selling, general and administrative expenses, consisting of engineering, drafting, selling and administrative costs, increased to $283.6 million in fiscal 2008 compared to $271.9 million in the prior fiscal year. Of this $11.7 million increase, $5.2 million related to bonus expense on higher profit activity and $3.1 million related to the Garco acquisition. In addition, $2.9 million related to the accelerated vesting of certain benefits and restricted stock grants of former executives upon retirement. The remaining increase related to a $2.5 million increase in partially self-insured health insurance costs, $2.3 million increase in bad debt expense and $2.0 million increase in wages and increases in other various expenses. These increases were partially offset by

14

reductions of $2.1 million in workers compensation and general liability insurance costs, $1.4 million in advertising costs, $1.3 million in stock compensation costs, $1.2 million in compensation costs related to the deferred compensation plan and $1.2 million in amortization and depreciation due to certain intangible costs being fully amortized. As a percentage of sales, selling, general and administrative expenses were 16.1% for fiscal 2008 compared to 16.7% for fiscal 2007.

     Consolidated interest income for fiscal 2008 increased by 49.7% to $1.1 million, compared to $0.7 million for the prior fiscal year. This increase was primarily due to higher invested cash balances during fiscal 2008 compared to the prior fiscal year.

     Consolidated interest expense for fiscal 2008 decreased by 12.4% to $32.6 million, compared to $37.2 million for the prior fiscal year. We repaid $21.7 million of the loans under our Credit Agreement in January 2008. In addition, lower market interest rates reduced the interest expense associated with the variable portion of our outstanding debt. During June 2006, we entered into an interest rate swap agreement relating to $160 million of the $400 million principal term loans under our Credit Agreement to manage our risk associated with changing interest rates.

     Consolidated provision for income taxes for fiscal 2008 increased by 26.7% to $48.0 million, compared to $37.9 million for the prior fiscal year. The increase was primarily due to a $24.8 million increase in pre-tax earnings and the increase in the effective tax rate. The effective tax rate for fiscal 2008 was 39.6% compared to 39.3% for the prior fiscal year. This increase was due to an increase of the deferred tax asset and corresponding valuation allowance related to our Canadian operations partially offset by a statutory increase in the rate for the production activities deduction.

     Diluted earnings per share for fiscal 2008 increased by 33.1% to $18.49 per diluted share, compared to $13.89 per diluted share for the prior fiscal year. The increase was primarily due to a $14.7 million increase in net income resulting from the factors described above and a decrease in the number of weighted average shares assumed to be outstanding in the diluted earnings per share calculation. There was no dilution effect of the Convertible Notes in fiscal 2008 compared to a $0.64 per share dilution effect in fiscal 2007.

LIQUIDITY AND CAPITAL RESOURCES

   General

     On November 1, 2009, we had working capital of $140.5 million compared to $231.8 million at the end of fiscal 2008, a $91.3 million decrease. The decrease in working capital was primarily due to reduced needs for working capital requirements on lower business activity levels and reduced transactional prices for inventory leading up to the end of the fiscal period. This reduction in working capital was offset by the development of an income tax receivable generated during the period, resulting from the taxable losses incurred. During the fiscal year, our cash and cash equivalents increased $22.2 million to $90.4 million at the end of fiscal 2009 from $68.2 million at the end of fiscal 2008. The increase in cash resulted from $95.4 million of cash provided by operating activities, partially offset by $19.1 million of cash used in investing activities and $54.0 million of cash used in financing activities. The cash provided by operating activities was impacted by a $54.0 million reduction in current working capital and non-current assets and $41.4 million cash generated from operating activities. The cash used in investing activities was primarily related to $21.7 million used for capital expenditures predominantly related to new IPS facilities and computer software. The cash used in financing activities was primarily impacted by the Recapitalization Plan where the proceeds from the issuance of the Convertible Preferred Stock of $250.0 million were utilized to repay $90.0 million of the Convertible Notes and $143.3 million in connection with the Amended Credit Agreement. In addition, we paid $54.7 million in transaction costs to complete the Recapitalization Plan.

     We invest our excess cash in various overnight investments.

   Debt

     Capital Structure. On October 20, 2009 (the “Closing Date”), we closed the $250 million Equity Investment. As a result of the Equity Investment, the CD&R Funds own 250,000 shares of Convertible Preferred Stock, representing approximately 68.4% of the voting power and common stock of the Company on an as-converted basis. Simultaneously with the closing of the Equity Investment,

• we refinanced our existing credit agreement as in effect prior to such date (the “Credit Agreement”), which was due to mature on June 18, 2010, by repaying approximately $143 million in principal amount of the approximately $293 million in principal amount then outstanding and amending the terms and extending the maturity of the remaining $150 million balance of the term loans. The Amended Credit Agreement, our amended term loan, requires quarterly principal payments of 0.25% of the principal

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	amount of the term loan then outstanding as of the last day of each quarter and a final payment of approximately $131.1 million in principal at maturity on April 20, 2014.
•	we entered into the ABL Facility, an asset-based revolving credit facility agreement, with a maximum available amount of up to $125 million which has an additional $50 million incremental credit facility. The ABL Facility replaces the revolving credit facility and letters of credit subfacility under our Credit Agreement, which expired on June 18, 2009. The ABL Facility has a maturity of April 20, 2014 and includes borrowing capacity of up to $25 million for letters of credit and up to $10 million for swingline borrowings.
•	we completed the Exchange Offer to acquire the $180 million of our then-outstanding Convertible Notes for an aggregate combination of $90.0 million in cash and 14.0 million shares of common stock.

     Amended Credit Agreement. The term loans under the Amended Credit Agreement will mature on April 20, 2014, four years and six months from the Closing Date and, prior to that date, will amortize in nominal quarterly installments equal to 0.25% of the principal amount of the term loan then outstanding as of the last day of each quarter.

     The Company’s obligations under the Amended Credit Agreement and any interest rate protection agreements or other permitted hedging agreement entered into with any lender under the Amended Credit Agreement are irrevocably and unconditionally guaranteed on a joint and several basis by each direct and indirect domestic subsidiary of the Company (other than any domestic subsidiary that is a foreign subsidiary holding company or a subsidiary of a foreign subsidiary). Our obligations under the Amended Credit Agreement and the permitted hedging agreements and the guarantees thereof are secured pursuant to a guarantee and collateral agreement, dated as of October 20, 2009, made by the Company and other grantors (as defined therein), in favor of the term loan administrative agent and term loan collateral agent, by (i) all of the capital stock of all direct domestic subsidiaries owned by the Company and the guarantors, (ii) up to 65% of the capital stock of certain direct foreign subsidiaries of the Company or any guarantor (it being understood that a foreign subsidiary holding company or a domestic subsidiary of a foreign subsidiary will be deemed a foreign subsidiary) and (iii) substantially all other tangible and intangible assets owned by the Company and each guarantor, in each case to the extent permitted by applicable law and subject to certain exceptions.

     The Amended Credit Agreement contains a number of covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business and engage in certain transactions with affiliates.

     The Amended Credit Agreement has no financial covenant test until the conclusion of the fourth quarter of fiscal 2011 at which time the maximum ratio of total debt to Consolidated EBITDA is 5 to 1. This ratio steps down by 0.25 each quarter until October 28, 2012 at which time the maximum ratio is 4 to 1. The ratio continues to step down by 0.125 each quarter until November 3, 2013, to a ratio of 3.5 to 1, which remains the maximum ratio for each fiscal quarter thereafter. We will, however, not be subject to this financial covenant with respect to a specified period if certain prepayments or repurchases of the term loans under the Amended Credit Agreement are made in the specified period.

     Borrowings under the Amended Credit Agreement may be repaid at any time, without premium or penalty but subject to customary LIBOR breakage costs. We also have the ability to repurchase a portion of the term loans under the Amended Credit Agreement, subject to certain terms and conditions set forth in the Amended Credit Agreement. In addition, subject to certain exceptions, the term loans under the Amended Credit Agreement are subject to mandatory prepayment and reduction in an amount equal to:

• the net cash proceeds of (1) certain asset sales, (2) certain debt offerings and (3) certain insurance recovery and condemnation events;

• 50% of annual excess cash flow (as defined in the Amended Credit Agreement) for any fiscal year ending on or after October 31, 2010, unless a specified leverage ratio target is met; and

• the greater of $10.0 million and 50% of certain 2009 tax refunds (as defined in the Amended Credit Agreement) received by the Company.

     We expect to make a mandatory prepayment on the Amended Credit Agreement in May 2010 in connection with our 2009 tax refund. Therefore, an additional $12.9 million of principal under the Amended Credit Agreement has been classified as current portion of long-term debt in our Consolidated Balance Sheet at November 1, 2009.

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     Term loans under the Amended Credit Agreement bear interest, at our option, as follows:

     (1) Base Rate loans at the Base Rate plus a margin, which for term loans is 5% until October 30, 2011. After that date, the margin fluctuates based on our leverage ratio and shall be either 5% or 3.5%. For revolving loans, the Base Rate fluctuates based on our leverage ratio and ranges from 0.25% to 1.25%. As of the first fiscal quarter commencing January 30, 2012, the margin in each case increases by 0.25% per annum on the first day of each fiscal quarter unless the aggregate principal amount of loans outstanding under the Amended Credit Agreement in the immediately preceding fiscal quarter of the Company has been reduced by $3,750,000 (excluding scheduled principal amortization payments), less any prior reductions not previously applied to prevent an increase in the applicable margin, and

     (2) LIBOR loans at LIBOR (having a minimum rate of 2%) plus a margin, which for term loans is 6% until October 30, 2011. After that date, the LIBOR-linked margin fluctuates based on our leverage ratio and shall be either 6% or 4.5%. As of the first fiscal quarter commencing January 30, 2012, the margin in each case increases by 0.25% per annum on the first day of each fiscal quarter unless the aggregate principal amount of term loans outstanding under the Amended Credit Agreement in the immediately preceding fiscal quarter of the Company has been reduced by $3,750,000 (excluding scheduled principal amortization payments), less any prior reductions not previously applied to prevent an increase in the applicable margin.

     Overdue amounts will bear interest at a rate that is 2% higher than the rate otherwise applicable. “Base rate” is defined as the highest of the Wachovia Bank, National Association prime rate, the overnight Federal Funds rate plus 0.5% and 3.0% and “LIBOR” is defined as the applicable London interbank offered rate adjusted for reserves.

     ABL Facility. The ABL Facility provides for an asset-based revolving credit facility which allows aggregate maximum borrowings by the Company of up to $125.0 million. Borrowing availability on the ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of qualified cash, eligible inventory and eligible accounts receivable, less certain reserves and subject to certain other adjustments. At November 1, 2009, our excess availability under the ABL Facility was $70.4 million.

     An unused commitment fee is paid monthly on the ABL Facility at an annual rate of 1% through May 1, 2010 and thereafter at 1% or, if the average daily balance of the loans and letters of credit obligations for a given month is higher than 50% of the maximum credit then available, 0.75%. The calculation is determined on the amount by which the maximum credit exceeds the average daily principal balance of outstanding loans and letter of credit obligations. Additional customary fees in connection with the ABL Facility also apply.

     The obligations under the ABL Facility, and the guarantees therefore, are secured by a first priority lien on our accounts receivable, inventory, certain deposit accounts, and our associated intangibles, subject to certain exceptions, and a second priority lien on the assets securing the term loans under the Amended Credit Agreement on a first-lien basis.

     Our obligations under the ABL Facility are guaranteed by the Company and each direct and indirect domestic subsidiary of the Company (other than any domestic subsidiary that is a foreign subsidiary holding company or a subsidiary of a foreign subsidiary) that is not a borrower under the ABL Facility. The obligations of the Company under certain specified bank products agreements are guaranteed by each borrower and each other direct and indirect domestic subsidiary of the Company and the other guarantors. These guarantees are made pursuant to a guarantee agreement, dated as of October 20, 2009, entered into by the Company and each other guarantor with Wells Fargo Foothill, LLC, as administrative agent.

     In addition, the obligations under the ABL Facility and the guarantees thereof are secured pursuant to a pledge agreement, dated as of October 20, 2009, made by the Company and other pledgors (as defined therein), in favor of Wells Fargo Foothill, LLC, as administrative agent, by (i) all of the capital stock of all direct domestic subsidiaries owned by the Company and the pledgors and (ii) up to 65% of the capital stock of certain direct foreign subsidiaries owned by the Company or any pledgor (it being understood that a foreign subsidiary holding company or a domestic subsidiary of a foreign subsidiary will be deemed a foreign subsidiary).

     The ABL Facility contains a number of covenants that, among other things, limit or restrict our ability to dispose of assets, incur additional indebtedness, incur guarantee obligations, engage in sale and leaseback transactions, prepay other indebtedness, modify organizational documents and certain other agreements, create restrictions affecting subsidiaries, make dividends and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business and engage in certain transactions with affiliates.

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     Under the ABL Facility, a “Dominion Event” occurs if either an event of default is continuing or excess availability falls below certain levels, during which period, and for certain periods thereafter, the administrative agent may apply all amounts in the Company’s concentration account to the repayment of the loans outstanding under the ABL Facility, subject to the Intercreditor Agreement. In addition, during such Dominion Event, we are required to make mandatory payments on our ABL Facility upon the occurrence of certain events, including the sale of assets and the issuance of debt, in each case subject to certain limitations and conditions set forth in the ABL Facility. If excess availability under the ABL Facility falls below certain levels, our ABL Facility also requires us to satisfy set financial tests relating to our fixed charge coverage ratio.

     The ABL Facility includes a minimum fixed charge coverage ratio of one to one, which will apply if we fail to maintain a specified minimum level of borrowing capacity.

     Loans under the ABL Facility bear interest, at our option, as follows:

     (1) Base Rate loans at the Base Rate plus a margin, which shall be 3.50% through April 30, 2010 and shall thereafter range from 3.25% to 3.75% depending on the quarterly average excess availability under such facility, and

     (2) LIBOR loans at LIBOR plus a margin, which shall be 4.50% through April 30, 2010 and shall thereafter range from 4.25% to 4.75% depending on the quarterly average excess availability under such facility.

     During an event of default, loans under the ABL Facility will bear interest at a rate that is 2% higher than the rate otherwise applicable. “Base rate” is defined as the highest of the Wells Fargo Bank, N.A. prime rate or the overnight Federal Funds rate plus 0.5% and “LIBOR” is defined as the applicable London interbank offered rate adjusted for reserves.

     Intercreditor Agreement. The liens securing the obligations under the Amended Credit Agreement, the permitted hedging agreements and the guarantees thereof are first in priority (as between the Amended Credit Agreement and the ABL Facility) with respect to stock, material real property and assets other than accounts receivable, inventory, certain deposit accounts, associated intangibles and certain other property of the Company and the guarantors, subject to certain exceptions. Such liens are second in priority (as between the Amended Credit Agreement and the ABL Facility) with respect to accounts receivable, inventory, certain deposit accounts, associated intangibles and certain other property of the Company and the guarantors, subject to certain exceptions. The details of the respective collateral rights between lenders under the Amended Credit Agreement and lenders under the ABL Facility are governed by an intercreditor agreement, dated as of the Closing Date, among the borrowers, the term loan administrative agent, the ABL Facility administrative agent and the other parties thereto.

     Convertible Notes. In connection with the Equity Investment, we completed the Exchange Offer to acquire $180 million of aggregate principal amount of Convertible Notes. Approximately 99.9% of the outstanding Convertible Notes were tendered in the Exchange Offer, and holders of Convertible Notes received $500 in cash and 78 shares of common stock of the Company for each $1,000 principal amount of Convertible Notes tendered. The proceeds of the Equity Investment were used to pay the cash portion of the Exchange Offer, in an amount of $90.0 million. At November 1, 2009, we had retired all but approximately $0.06 million of the Convertible Notes.

     On December 9, 2009, we gave to holders of Convertible Notes irrevocable notice of our intent to redeem the $0.06 million of remaining Convertible Notes on December 29, 2009. As of December 9, 2009 until December 28, 2009, at the option of any holder of Convertible Notes, we are required to convert the principal amount of such holder’s Convertible Notes, or any portion of such principal amount that is a multiple of $1,000, into cash and fully paid shares of common stock of the Company, in accordance with the terms, procedures and conditions outlined in the indenture pursuant to which the Convertible Notes were issued. As of November 1, 2009, the conversion rate for the Convertible Notes was 4.9824 shares of common stock per $1,000 in principal amount of the Convertible Notes. The terms of our Amended Credit Agreement and our ABL Facility require us to redeem the Convertible Notes by January 15, 2010. We expect to redeem the Convertible Notes by January 15, 2010, but if for any reason, we do not redeem the Convertible Notes by January 15, 2010, this would constitute an event of default under both our Amended Credit Agreement and our ABL Facility.

     Interest on the Convertible Notes is not deductible for income tax purposes, which creates a permanent tax difference that is reflected in our effective tax rate. For more information, see Note 17 to our Consolidated Financial Statements under “Item 8. Financial Statements and Supplementary Data.” The Convertible Notes are general unsecured obligations and are subordinated to our present and future senior indebtedness.

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   Interest Rate Swap

     On June 15, 2006, we entered into a forward interest rate swap transaction (the “Swap Agreement”) hedging a portion of the $400 million variable rate term loan under our Credit Agreement with a notional amount of $160 million beginning October 11, 2006. The notional amount decreased to $145 million on October 11, 2007, decreased to $105 million on October 14, 2008 and decreased again to $65 million on October 13, 2009. The term of the Swap Agreement is four years, ending in June 2010. Under the Swap Agreement, we will pay a fixed rate of 5.55% on a quarterly basis in exchange for receiving floating rate payments based on the three-month LIBOR rate. We are exposed to interest rate risk associated with fluctuations in the interest rates on our variable interest rate debt.

     The fair value of the Swap Agreement as of November 1, 2009 and November 2, 2008, was a liability of approximately $2.2 million and $3.9 million, respectively, and is included in other accrued expenses in the Consolidated Balance Sheet. The fair value of the Swap Agreement excludes accrued interest and takes into consideration current interest rates and current creditworthiness of us or the counterparty, as applicable. Fair value estimates presented for the Swap Agreement were determined based on the present value of all future cash flows, the fixed rate in the contract and assumptions regarding forward interest rates from a yield curve. The interest rate swap agreement resulted in additional interest expense during fiscal 2009 and fiscal 2008 of approximately $6.1 million and $2.6 million, respectively.

     During the fourth quarter of fiscal 2009, in connection with our refinancing, we concluded the Swap Agreement was no longer an effective hedge, based on the terms of the Amended Credit Agreement which includes a 2% LIBOR floor. We do not believe the LIBOR rates over the remaining term of the Swap Agreement will exceed the LIBOR floor stated in the Amended Credit Agreement which in effect results in fixed rate debt. Therefore, during fiscal 2009, we reclassified to interest expense the remaining $3.1 million of deferred losses recorded to accumulated other comprehensive income (loss). For fiscal 2009, we have reduced interest expense by $2.5 million as a result of the changes in fair value of the hedge and we reclassified $4.8 million into earnings as a result of the discontinuance of the hedge designation of the Swap Agreement.

   Cash Flow

     We periodically evaluate our liquidity requirements, capital needs and availability of resources in view of inventory levels, expansion plans, debt service requirements and other operating cash needs. To meet our short- and long-term liquidity requirements, including payment of operating expenses and repaying debt, we rely primarily on cash from operations. However, we have recently, as well as in the past, sought to raise additional capital.

     We expect that, for the next fiscal year, cash generated from operations will be sufficient to provide us the ability to fund our operations, provide the increased working capital necessary to support our strategy and fund planned capital expenditures of between $10 million and $12 million for fiscal 2010 and expansion when needed.

     We have used available funds to repurchase shares of our common stock under our stock repurchase program. Although we did not purchase any shares of common stock during fiscal 2009 under the stock repurchase program, we did withhold shares of restricted stock to satisfy tax withholding obligations arising in connection with the vesting of awards of restricted stock related to our 2003 long-term stock incentive plan, which are included in treasury stock purchases in the Consolidated Statements of Stockholders’ Equity. We also used the proceeds of our Equity Investment to purchase the Convertible Notes in the Exchange Offer.

     Our corporate strategy points to the synergistic value of potential acquisitions in our metal coil coating, metal components and engineered building systems segments. From time to time, we may enter into letters of intent or agreements to acquire assets or companies in these business lines. The consummation of these transactions could require cash payments and/or issuance of additional debt.

   Steel Prices

     Our business is heavily dependent on the price and supply of steel. Our various products are fabricated from steel produced by mills including bars, plates, structural shapes, sheets, hot rolled coils and galvanized or Galvalume^®-coated coils. The steel industry is highly cyclical in nature, and steel prices have been volatile in recent years and may remain volatile in the future. Steel prices are influenced by numerous factors beyond our control, including general economic conditions domestically and internationally, the availability of raw materials, competition, labor costs, freight and transportation costs, production costs, import duties and other trade restrictions. We believe the CRU North American Steel Price Index, published by the CRU Group since 1994 appropriately depicts the volatility in steel prices. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk — Steel Prices.” During fiscal 2009, steel prices fluctuated significantly due to market conditions ranging from a high point on the CRU Index of 187 to a low point

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of 112. Steel prices decreased rapidly during the first eight months of fiscal 2009 but increased slightly between July 2009 and October 2009. Rapidly declining demand for steel due to the effects of the credit crisis and global economic slowdown on the construction, automotive and industrial markets has resulted in many steel manufacturers around the world announcing plans to cut production by closing plants and furloughing workers. Steel suppliers such as US Steel and Arcelor Mittal are among these manufacturers who have cut production. Given reduced steel production, higher input costs and low inventories in the industry, we believe steel prices will increase in fiscal 2010 as compared with prices we experienced during the second half of fiscal 2009.

     Although we have the ability to purchase steel from a number of suppliers, a production cutback by one or more of our current suppliers could create challenges in meeting delivery schedules to our customers. Because we have periodically adjusted our contract prices, particularly in the engineered building systems segment, we have generally been able to pass increases in our raw material costs through to our customers. Because the metal coil coating and metal components segments have shorter lead times, they have the ability to react to steel price increases closer to the time they occur without revising contract prices for existing orders.

     We do not have any long-term contracts for the purchase of steel and normally do not maintain an inventory of steel in excess of our current production requirements. However, from time to time, we may purchase steel in advance of announced steel price increases. We can give no assurance that steel will remain available or that prices will not continue to be volatile. While most of our contracts have escalation clauses that allow us, under certain circumstances, to pass along all or a portion of increases in the price of steel after the date of the contract but prior to delivery, we may, for competitive or other reasons, not be able to pass such price increases along. If the available supply of steel declines, we could experience price increases that we are not able to pass on to the end users, or a deterioration of service from our suppliers or interruptions or delays that may cause us not to meet delivery schedules to our customers. Any of these problems could adversely affect our results of operations and financial position.

     We rely on a few major suppliers for our supply of steel and may be adversely affected by the bankruptcy, change in control, financial condition or other factors affecting those suppliers. During fiscal 2009, we purchased approximately 30% of our steel requirements from one vendor in the United States. No other vendor accounted for over 10% of our steel requirements during fiscal 2009. Due to unfavorable market conditions and our inventory supply requirements, during fiscal 2009, we purchased insignificant amounts of steel from foreign suppliers. Limiting purchases to domestic suppliers further reduces our available steel supply base. Therefore, recently announced cutbacks, a prolonged labor strike against one or more of our principal domestic suppliers, or financial or other difficulties of a principal supplier that affects its ability to produce steel, could have a material adverse effect on our operations. Furthermore, if one or more of our current suppliers is unable for financial or any other reason to continue in business or to produce steel sufficient to meet our requirements, essential supply of our primary raw materials could be temporarily interrupted and our business could be adversely affected. However, alternative sources, including foreign steel, are currently believed to be sufficient to maintain required deliveries. For additional information about the risks of our raw material supply and pricing, see “Item 1A. Risk Factors.”

OFF-BALANCE SHEET ARRANGEMENTS

     As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPEs”), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of November 1, 2009, we were not involved in any unconsolidated SPE transactions.

CONTRACTUAL OBLIGATIONS

     The following table shows our contractual obligations as of November 1, 2009 (in thousands):

	Payments due by period
			Less than				4-5		More than
Contractual Obligation	Total		1 year		1-3 years		years		5 years
Total debt(1)	$	150,249	$	14,164	$	2,698	$	133,387	$	—
Interest payments on debt(2)		69,661		17,424		29,919		22,318		—
Convertible Preferred Stock dividend(3)		202,590		—		45,020		45,020		112,550
Operating leases		16,423		7,162		6,745		1,042		1,474
Other purchase obligations(4)		14,464		7,703		6,761		—		—
Projected pension obligations(5)		10,730		—		2,860		3,170		4,700
Other long-term obligations(6)		4,864		4,107		300		300		157
Total contractual obligations	$	468,981	$	50,560	$	94,303	$	205,237	$	118,881

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(1)	As of November 1, 2009, the aggregate principal amount and accrued and unpaid interest thereon of the outstanding Convertible Notes was approximately $59,000. As of December 9, 2009 until December 28, 2009, the Convertible Notes may be converted at the option of the holder. We are required to convert the principal amount of a holder’s Convertible Notes, or any portion of such principal amount that is a multiple of $1,000, into cash and fully paid shares of common stock of the Company in accordance with the terms, procedures and conditions outlined in the indenture pursuant to which the Convertible Notes were issued. As of November 1, 2009, the conversion rate is 4.9824 shares of common stock per $1,000 in principal amount of the Convertible Notes. On December 29, 2009, we have an obligation to redeem all outstanding Convertible Notes.
(2)	Interest payments were calculated based on the stated interest rate for fixed rate obligations and rates in effect at November 1, 2009 for variable rate obligations and the interest rate swap payments.
(3)	We have assumed that the dividends required by our Convertible Preferred Stock will be paid in-kind during fiscal 2010 because we are limited in our ability to pay cash dividends until October 2010 under the Amended Credit Agreement and the ABL Facility, except for certain specified purposes. For simplicity, we have assumed cash dividends of 8% will be paid subsequent to fiscal 2010 until the Convertible Preferred Stock can be either called by us or put to us by the CD&R funds on the tenth anniversary of the Closing Date. However, if at any time after the 30 month anniversary of the Closing Date, the trading price of the common stock of the Company exceeds 200% of the initial conversion price (as defined in the Certificate of Designation) for each of 20 consecutive trading days, the dividend rate (excluding any applicable adjustments as a result of a default) will become 0.00%.
(4)	Includes various agreements for steel delivery obligations, gas contracts, transportation services and telephone service obligations. In general, purchase orders issued in the normal course of business can be terminated in whole or part for any reason without liability until the product is received. Steel consignment inventory from our suppliers does not constitute a purchase commitment and are not included in our table of contractual obligations. However, it is our current practice to purchase all consignment inventory that remains in consignment after an agreed term. Consignment inventory at November 1, 2009 is estimated to be approximately $22 million.
(5)	Amounts represent our estimate of the minimum funding requirements as determined by government regulations. Amounts are subject to change based on numerous assumptions, including the performance of the assets in the plan and bond rates.
(6)	Includes contractual payments and projected supplemental retirement benefits to or on behalf of former executives.

CONTINGENT LIABILITIES AND COMMITMENTS

     Our insurance carriers require us to secure standby letters of credit as a collateral requirement for our projected exposure to future period claims growth and loss development which includes incurred but not reported, or IBNR, claims. For all insurance carriers, the total standby letters of credit are approximately $12.1 million and $13.1 million at November 1, 2009 and November 2, 2008, respectively.

CRITICAL ACCOUNTING POLICIES

     Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those estimates that may have a significant effect on our financial condition and results of operations. Our significant accounting policies are disclosed in Note 2 to our Consolidated Financial Statements. The following discussion of critical accounting policies addresses those policies that are both important to the portrayal of our financial condition and results of operations and require significant judgment and estimates. We base our estimates and judgment on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

     Revenue recognition. We recognize revenues when all of the following conditions are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectibility is reasonably assured. Generally, these criteria are met at the time product is shipped or services are complete. Provisions are made upon the sale for estimated product returns. Costs associated with shipping and handling our products are included in cost of sales.

     Insurance accruals. We are self insured for a substantial portion of the cost of employee group health insurance and for the cost of workers’ compensation benefits and general liability and automobile claims. We purchase third party insurance that provides individual and aggregate stop loss protection for these costs. Each reporting period, we record the costs of our health insurance plan,

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including paid claims, an estimate of the change in incurred but not reported (“IBNR”) claims, taxes and administrative fees (collectively the “Plan Costs”) as general and administrative expenses and cost of sales in our Consolidated Statements of Operations. The estimated IBNR claims are based upon (i) a recent average level of paid claims under the plan, (ii) an estimated lag factor and (iii) an estimated growth factor to provide for those claims that have been incurred but not yet paid. For workers’ compensation costs, we monitor the number of accidents and the severity of such accidents to develop appropriate estimates for expected costs to provide both medical care and benefits during the period an employee is unable to work. These accruals are developed using third-party estimates of the expected cost and length of time an employee will be unable to work based on industry statistics for the cost of similar disabilities. For general liability and automobile claims, accruals are developed based on third-party estimates of the expected cost to resolve each claim based on industry statistics and the nature and severity of the claim and include estimates for IBNR claims, taxes and administrative fees. This statistical information is trended to provide estimates of future expected costs based on factors developed from our experience of actual claims cost compared to original estimates.

     We believe that the assumptions and information used to develop these accruals provide the best basis for these estimates each quarter because, as a general matter, the accruals have historically proven to be reasonable and accurate. However, significant changes in expected medical and health care costs, negative changes in the severity of previously reported claims or changes in laws that govern the administration of these plans could have an impact on the determination of the amount of these accruals in future periods. Our methodology for determining the amount of health insurance accrual considers claims growth and claims lag, which is the length of time between the incurred date and processing date. For the health insurance accrual, a change of 10% in the lag assumption would result in a financial impact of $0.3 million.

     Share-Based Compensation. Under ASC Topic 718, Compensation — Stock Compensation, the fair value and compensation expense of each option award is estimated as of the date of grant using a Black-Scholes-Merton option pricing formula. Expected volatility is based on historical volatility of our stock over a preceding period commensurate with the expected term of the option. The expected volatility considers factors such as the volatility of our share price, implied volatility of our share price, length of time our shares have been publicly traded, appropriate and regular intervals for price observations and our corporate and capital structure. The forfeiture rate in our calculation of share-based compensation expense is based on historical experience and is estimated at 10% for our non-officers and 0% to 10% for our officers. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield was not considered in the option pricing formula since we historically have not paid dividends and have no current plans to do so in the future. There were no options granted during the fiscal years ended November 1, 2009 and November 2, 2008.

     The compensation cost related to these share-based awards is recognized over the requisite service period. The requisite service period is generally the period during which an employee is required to provide service in exchange for the award.

     Our option awards and restricted stock awards are subject to graded vesting over a service period, which is typically four years. We recognize compensation cost for these awards on a straight-line basis over the requisite service period for the entire award. In addition, certain of our awards provide for accelerated vesting upon qualified retirement. We recognize compensation cost for such awards over the period from grant date to the date the employee first becomes eligible for retirement.

     Income taxes. The determination of our provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. Our provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, Canadian federal and provincial as well as Mexican federal jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

     In assessing the realizability of deferred tax assets, we must consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. We consider all available evidence in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment, and judgment is required in considering the relative weight of negative and positive evidence. The entire U.S. federal net operating loss will be fully utilized through carryback against taxable income generated in fiscal 2008 and 2007. At both November 1, 2009 and November 2, 2008, we had a full valuation allowance in the amount of $5.0 million on the deferred tax assets of Robertson Building Systems Ltd., our Canadian subsidiary.

     Accounting for acquisitions, intangible assets and goodwill. Accounting for the acquisition of a business requires the allocation of the purchase price to the various assets and liabilities of the acquired business. For most assets and liabilities, purchase price allocation is accomplished by recording the asset or liability at its estimated fair value. The most difficult estimations of individual fair values are

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those involving property, plant and equipment and identifiable intangible assets. We use all available information to make these fair value determinations and, for major business acquisitions such as RCC, typically engage an outside appraisal firm to assist in the fair value determination of the acquired long-lived assets.

     In connection with the acquisition of Garco, we recorded intangible assets for trade names, backlog, customer relationships and non-competition agreements in the amount of $0.8 million, $0.7 million, $2.5 million and $1.8 million, respectively. All Garco intangible assets are amortized on a straight-line basis over their expected useful lives. Garco’s trade names are being amortized over 15 years based on our expectation of our use of the trade names. Garco’s backlog was amortized over one year because items in Garco’s backlog were expected to be delivered within one year. Garco’s customer lists and relationships are being amortized over fifteen years based on a review of the historical length of Garco’s customer retention experience. Garco’s non-competition agreements are being amortized over their agreement terms of five years.

     At November 1, 2009, we have total goodwill of $5.2 million which is all included in our engineered building systems segment. At November 2, 2008, we had total goodwill of $616.6 million, of which $99.0 million, $147.2 million and $370.4 million is included in the metal coil coating, metal components and engineered building systems segments.

     In connection with the acquisition of RCC, we recorded intangible assets for trade names, backlog and customer relationships in the amount of $24.7 million, $2.3 million and $6.3 million, respectively. Trade names were determined to have indefinite useful lives and so are not amortized. Trade names were determined to have indefinite lives due to the length of time the trade names have been in place, with some having been in place for decades. Our past practice with other acquisitions and our current intentions are to maintain the trade names indefinitely. This judgmental assessment of an indefinite useful life must be continuously evaluated in the future. If, due to changes in facts and circumstances, management determines that these intangible assets then have definite useful lives, amortization will commence at that time on a prospective basis. As long as these intangible assets are judged to have indefinite lives, they will be subject to periodic impairment tests that require management’s judgment of the estimated fair value of these intangible assets. We assess impairment of our non-amortizing intangibles at least annually in accordance with ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”). All other intangible assets are amortized on a straight-line basis over their expected useful lives. RCC’s backlog was amortized over one year because items in RCC’s backlog were expected to be delivered within one year. RCC’s customer lists and relationships are being amortized over fifteen years based on a review of the historical length of RCC’s customer retention experience. See Note 5 — Acquisitions in the Notes to Consolidated Financial Statements, for additional information.

     We had recorded approximately $277.3 million of goodwill as a result of the RCC acquisition. Goodwill of $17.0 million, $17.8 million and $242.5 million had been recorded in our metal coil coating, metal components and engineered building systems segments, respectively. We perform a test for impairment of all our goodwill annually as prescribed by ASC 350. The fair value of our reporting units is based on a blend of estimated discounted cash flows, publicly traded company multiples and acquisition multiples. The results from each of these models are then weighted and combined into a single estimate of fair value for our one remaining reporting unit. Estimated discounted cash flows are based on projected sales and related cost of sales. Publicly traded company multiples and acquisition multiples are derived from information on traded shares and analysis of recent acquisitions in the marketplace, respectively, for companies with operations similar to ours. The primary assumptions used in these various models include earnings multiples of acquisitions in a comparable industry, future cash flow estimates of each of our reporting units, weighted average cost of capital, working capital and capital expenditure requirements. During fiscal 2008, we adopted an approach to the computation of the terminal value in the discounted cash flow method, using the Gordon growth model instead of a market based EBITDA multiple approach. We have not made any material changes in our impairment assessment methodology during each fiscal year of 2009 and 2007. We do not believe the estimates used in the analysis are reasonably likely to change materially in the future but we will continue to assess the estimates in the future based on the expectations of the reporting units. Changes in assumptions used in the fair value calculation could result in an estimated reporting unit fair value that is below the carrying value, which may give rise to an impairment of goodwill.

     We perform an annual assessment of the recoverability of goodwill and indefinite lived intangibles. Additionally, we assess goodwill and indefinite lived intangibles for impairment whenever events or changes in circumstances indicate that such carrying values may not be recoverable. Unforeseen events, changes in circumstances and market conditions and material differences in the value of intangible assets due to changes in estimates of future cash flows could negatively affect the fair value of our assets and result in a non-cash impairment charge. Some factors considered important that could trigger an impairment review include the following: significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business and significant sustained negative industry or economic trends.

     Subsequent to our fiscal 2008 annual assessment of the recoverability of goodwill and indefinite lived intangibles, and beginning largely in late September, our stock price and market capitalization decreased from $182.55 and $720.3 million, respectively, at

23

July 27, 2008 to $93.05 and $367.3 million, respectively, at November 2, 2008. We evaluated whether the recent decline in our stock price and market capitalization represented a significant decline in the underlying fair value of the Company. Based upon our analysis, we concluded that the decline in our stock price and the resulting decline in our market capitalization did not require us to perform an additional goodwill and indefinite lived intangibles impairment test because we did not believe the decline was caused by significant underperformance of the Company relative to historical or projected future operating results, a significant change in the manner of our use of the acquired assets or the strategy for our overall business, or a significant negative industry or economic trend.

     Based on lower than projected sales volumes in our first quarter of fiscal 2009 and based on a revised lower outlook for non-residential construction activity in 2009, management reduced the Company’s cash flow projections. We concluded that this reduction was an impairment indicator requiring us to perform an interim goodwill impairment test for each of our six reporting units as of February 1, 2009. As a result of this impairment indicator, we updated the first step of our goodwill impairment test in the first quarter of fiscal 2009. The first step of our goodwill impairment test determines fair value of the reporting unit based on a blend of estimated discounted cash flows, publicly traded company multiples and acquisition multiples reconciled to our recent publicly traded stock price, including a reasonable control premium. The result from this model was then weighted and combined into a single estimate of fair value. We determined that our carrying value exceeded our fair value at most of our reporting units in each of our operating segments, indicating that goodwill was potentially impaired. As a result, we initiated the second step of the goodwill impairment test which involves calculating the implied fair value of our goodwill by allocating the fair value of the reporting unit to all assets and liabilities other than goodwill and comparing it to the carrying amount of goodwill. The fair value of each of the reporting unit’s assets and liabilities were determined based on a combination of prices of comparable businesses and present value techniques.

     As of February 1, 2009, we estimated the market implied fair value of our goodwill was less than its carrying value by approximately $508.9 million, which was recorded as a goodwill impairment charge in the first quarter of fiscal 2009. This charge was an estimate based on the result of the preliminary allocation of fair value in the second step of the goodwill impairment test. However, due to the timing and complexity of the valuation calculations required under the second step of the test, we were not able to finalize our allocation of the fair value until the second quarter of fiscal 2009 with regard to property, plant and equipment and intangible assets in which their respective values are dependent on property, plant and equipment. The finalization was included in our goodwill impairment charge in the second quarter of fiscal 2009.

     Further declines in cash flow projections and the corresponding implementation of the Phase III restructuring plan caused management to determine that there was an indicator requiring us to perform another interim goodwill impairment test for each of our reporting units with goodwill remaining as of May 3, 2009. As a result of this impairment indicator, we again performed the first step of our goodwill impairment test in the second quarter of fiscal 2009, the results of which indicated that our carrying value exceeded our fair value at most of our reporting units with goodwill remaining, indicating that goodwill was potentially impaired. As a result, we initiated the second step of the goodwill impairment test. As of May 3, 2009, we determined the market implied fair value of our goodwill was less than the carrying value for certain reporting units by approximately $102.5 million, which has been recorded as a goodwill impairment charge in the second quarter of fiscal 2009.

     As a result of the aforementioned goodwill impairment indicators and in accordance with ASC 350, we performed an impairment analysis on our indefinite lived intangible asset related to RCC’s trade names in our engineered building systems segment to determine the fair value. Based on changes to our projected cash flows in the first quarter of fiscal 2009 and based on the lower projected cash flows and related Phase III restructuring plan in the second quarter of fiscal 2009, we determined the carrying cost exceeded the future fair value attributable to the intangible asset, and recorded impairment charges of $8.7 million in the first quarter of fiscal 2009 and $2.4 million in the second quarter of fiscal 2009 related to the intangible asset.

     The results of our fiscal year 2009 annual assessment of the recoverability of goodwill and indefinite lived intangibles indicated that the fair value of the Company’s one remaining reporting unit was in excess of the carrying value of that reporting unit, including goodwill, and thus no impairment existed in the fourth quarter of fiscal 2009. In fiscal 2009, our one remaining reporting unit’s fair value would have had to have been lower by more than 50% compared to the fair value estimated in our impairment analysis before its carrying value would exceed the fair value of the reporting unit, indicating that goodwill was potentially impaired.

     Allowance for doubtful accounts. Our allowance for doubtful accounts reflects reserves for customer receivables to reduce receivables to amounts expected to be collected. Management uses significant judgment in estimating uncollectible amounts. In estimating uncollectible accounts, management considers factors such as current overall economic conditions, industry-specific economic conditions, historical customer performance and anticipated customer performance. While we believe these processes effectively address our exposure for doubtful accounts and credit losses have historically been within expectations, changes in the economy, industry, or specific customer conditions may require adjustments to the allowance for doubtful accounts. During fiscal years 2009, 2008 and 2007, we established new reserves for doubtful accounts of $1.2 million, $3.5 million and $0.3 million,

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respectively. Additionally, in each of the three fiscal years ended November 1, 2009, we wrote off uncollectible accounts of $2.5 million, $2.1 million and $6.6 million, respectively, all of which had been previously reserved.

     Inventory valuation. In determining the valuation of inventory and record an allowance for obsolete inventory using the specific identification method for steel coils and other raw materials. Management also reviews the carrying value of inventory for lower of cost or market. Our primary raw material is steel coils which have historically shown significant price volatility. We generally manufacture to customers’ orders, and thus maintain raw materials with a variety of ultimate end uses. We record a lower of cost or market charge to cost of sales when the net realizable value (selling price less estimated cost of disposal), based on our intended end usage, is below our estimated product cost at completion. Estimated net realizable value is based upon assumptions of targeted inventory turn rates, future demand, anticipated finished goods sales prices, management strategy and market conditions for steel. If projected end usage or projected sales prices change significantly from management’s current estimates or actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required and in the case of a major downturn in market conditions, such write-downs could be significant.

     We adjusted our raw material inventory to the lower of cost or market because this inventory exceeded our current estimates of net realizable value less normal profit margins. At November 1, 2009, all inventory with a lower of cost or market adjustment was fully utilized. The balance of the lower of cost or market adjustment was $2.7 million at November 2, 2008.

     Property, plant and equipment valuation. We assess the recoverability of the carrying amount of property, plant and equipment if certain events or changes in circumstances indicate that the carrying value of such assets may not be recoverable, such as a significant decrease in market value of the assets or a significant change in our business conditions. If we determine that the carrying value of an asset is not recoverable based on expected undiscounted future cash flows, excluding interest charges, we record an impairment loss equal to the excess of the carrying amount of the asset over its fair value. The fair value of assets is determined based on prices of similar assets adjusted for their remaining useful life.

     During fiscal 2009, we adjusted our property, plant and equipment because we determined that the carrying value of certain assets were not recoverable based on expected undiscounted future cash flows. We recorded asset impairments of $6.3 million in fiscal 2009.

     Contingencies. We establish reserves for estimated loss contingencies when we believe a loss is probable and the amount of the loss can be reasonably estimated. Our contingent liability reserves are related primarily to litigation and environmental matters. Revisions to contingent liability reserves are reflected in income in the period in which there are changes in facts and circumstances that affect our previous assumptions with respect to the likelihood or amount of loss. Reserves for contingent liabilities are based upon our assumptions and estimates regarding the probable outcome of the matter. We estimate the probable cost by evaluating historical precedent as well as the specific facts relating to each particular contingency (including the opinion of outside advisors, professionals and experts). Should the outcome differ from our assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required and would be recognized in the period the new information becomes known.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2008, the FASB issued guidance that has been codified under ASC Topic 715-20, Defined Benefit Plans — General (“ASC 715-20”). ASC 715-20 provides guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The disclosures about plan assets required by ASC 715-20 are effective for our fiscal year ended 2010 and are not required for earlier periods presented for comparative purposes. We will adopt the disclosure provisions required by ASC 715-20 in fiscal 2010.

     In February 2008, the FASB issued additional guidance codified under ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”). This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 partially delays the effective date for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). We will adopt ASC 820-10 in our fiscal year that begins November 2, 2009 for nonrecurring, non-financial assets and liabilities that are recognized or disclosed at fair value. However, we do not believe the adoption of this accounting pronouncement for nonrecurring, non-financial assets and liabilities will have a material impact on our consolidated financial statements.

     In December 2007, the FASB issued guidance that has been codified under ASC Topic 810, Consolidations (“ASC 810”). This Statement amends previous guidance to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the

25

consolidated entity that should be reported as equity in the consolidated financial statements. It requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. ASC 810 established a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. In addition, ASC 810 requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. We will implement this statement in our fiscal year that begins November 2, 2009 and apply it as applicable. We currently do not have any ownership interest which would be impacted by ASC 810.

     In December 2007, the FASB issued guidance that has been codified under ASC Topic 805, Business Consolidations (“ASC 805”). This statement replaces previous guidance but retains the fundamental requirements of the previous guidance. ASC 805 establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. In addition, ASC 805 recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and determines disclosures to enable users of the financial statement to evaluate the nature and financial effects of the business combination. We will implement this statement for all future acquisitions following the date of adoption in our fiscal year that begins November 2, 2009. The impact of adoption of ASC 805 on our financial position or results of operations is dependent upon the nature and terms of business combinations, if any, that we may consummate in fiscal 2010 and thereafter.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Steel Prices

     We are subject to market risk exposure related to volatility in the price of steel. For the fiscal year ended November 1, 2009, steel constituted approximately 71% of our cost of sales. Our business is heavily dependent on the price and supply of steel. Our various products are fabricated from steel produced by mills to forms including bars, plates, structural shapes, sheets, hot-rolled coils and galvanized or Galvalume^®-coated coils. The steel industry is highly cyclical in nature, and steel prices have been volatile in recent years and may remain volatile in the future. Steel prices are influenced by numerous factors beyond our control, including general economic conditions domestically and internationally, the availability of raw materials, competition, labor costs, freight and transportation costs, production costs, import duties and other trade restrictions. Rapidly declining demand for steel due to the effects of the credit crisis and global economic slowdown on the construction, automotive and industrial markets has resulted in many steel manufacturers around the world announcing plans to cut production by closing plants and furloughing workers. Steel suppliers such as US Steel and Arcelor Mittal are among these manufacturers who have cut production. Given reduced steel production, higher input costs and low inventories in the industry, we believe steel prices will increase in fiscal 2010 as compared with the prices we experienced during the second half of fiscal 2009.

     Although we have the ability to purchase steel from a number of suppliers, a production cutback by one or more of our current suppliers could create challenges in meeting delivery schedules to our customers. Because we have periodically adjusted our contract prices, particularly in the engineered building systems segment, we have generally been able to pass increases in our raw material costs through to our customers. The graph below shows the monthly CRU Index data for the North American Steel Price Index over the historical five-year period. The CRU North American Steel Price Index has been published by the CRU Group since 1994 and we believe this index appropriately depicts the volatility of steel prices. The index, based on a CRU survey of industry participants, is now commonly used in the settlement of physical and financial contracts in the steel industry. The prices surveyed are purchases for forward delivery, according to lead time, which will vary. For example, the October index would likely approximate our fiscal November or December steel purchase deliveries based on current lead-times. The volatility in this steel price index is comparable to the volatility we experienced in our average cost of steel. Further, due to the market conditions described above, the most recent CRU prices have been based on a lower than normal trading volume.

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     We do not have any long-term contracts for the purchase of steel and normally do not maintain an inventory of steel in excess of our current production requirements. However, from time to time, we may purchase steel in advance of announced steel price increases. We can give no assurance that steel will remain available or that prices will not continue to be volatile. While most of our contracts have escalation clauses that allow us, under certain circumstances, to pass along all or a portion of increases in the price of steel after the date of the contract but prior to delivery, we may, for competitive or other reasons, not be able to pass such price increases along. If the available supply of steel declines, we could experience price increases that we are not able to pass on to the end users, a deterioration of service from our suppliers or interruptions or delays that may cause us not to meet delivery schedules to our customers. Any of these problems could adversely affect our results of operations and financial position.

     We rely on a few major suppliers for our supply of steel and may be adversely affected by the bankruptcy, change in control, financial condition or other factors affecting those suppliers. During fiscal 2009, we purchased approximately 30% of our steel requirements from one vendor in the United States. No other vendor accounted for over 10% of our steel requirements during fiscal 2009. Due to unfavorable market conditions and our inventory supply requirements, during fiscal 2009, we purchased insignificant amounts of steel from foreign suppliers. Limiting purchases to domestic suppliers further reduces our available steel supply base. Therefore, recently announced cutbacks, a prolonged labor strike against one or more of our principal domestic suppliers, or financial or other difficulties of a principal supplier that affects its ability to produce steel, could have a material adverse effect on our operations. Furthermore, if one or more of our current suppliers is unable for financial or any other reason to continue in business or to produce steel sufficient to meet our requirements, essential supply of our primary raw materials could be temporarily interrupted and our business could be adversely affected. However, alternative sources, including foreign steel, are currently believed to be sufficient to maintain required deliveries.

     With steel accounting for approximately 71% of our cost of sales for fiscal 2009, a one percent change in the cost of steel would have resulted in a pre-tax impact on cost of sales of approximately $5.7 million for our fiscal year ended November 1, 2009, if such costs were not passed on to our customers. The impact to our financial results of operations would be significantly dependent on the competitive environment and the costs of other alternative building products, which could impact our ability to pass on these higher costs.

Interest Rates

     We are subject to market risk exposure related to changes in interest rates on our Amended Credit Agreement and ABL Facility. These instruments bear interest at an agreed upon percentage point spread from either the prime interest rate or LIBOR. Under our Amended Credit Agreement, we may, at our option, fix the interest rate for certain borrowings based on a spread over LIBOR for 30 days to six months. At November 1, 2009, we had $150.0 million outstanding under our Amended Credit Agreement. Based on this balance and considering the Swap Agreement discussed below, an immediate change of one percent in the interest rate would cause a change in interest expense of approximately $1.1 million on an annual basis. The fair value of our Convertible Notes at November 1,

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2009 was approximately $0.1 million compared to the face value of $0.1 million. The fair value of our Convertible Notes at November 2, 2008 was approximately $149.5 million compared to the face value of $180.0 million. The fair value of our Amended Credit Agreement at November 1, 2009 was approximately $138.0 million compared to the face value of $150.0 million. The fair value of our Credit Agreement at November 2, 2008 was approximately $252.0 million compared to the face value of $293.2 million.

     We may from time to time utilize interest rate swaps to manage overall borrowing costs and reduce exposure to adverse fluctuations in interest rates. We do not purchase or hold any derivative financial instruments for trading purposes. As disclosed in Note 12 to the Consolidated Financial Statements, we initially converted $160 million of our $293 million term loan outstanding on our $400 million term loan under the Credit Agreement to fixed rate debt by entering into an interest rate swap agreement (“Swap Agreement”). At November 1, 2009 and November 2, 2008, the notional amount of the Swap Agreement was $65 million and $105 million, respectively. However, in connection with our refinancing, we concluded the Swap Agreement was no longer an effective hedge, based on the modified terms of the Amended Credit Agreement which includes a 2% LIBOR floor. We do not believe the LIBOR rates over the remaining term of the Swap Agreement will exceed the LIBOR floor stated in the Amended Credit Agreement which in effect results in fixed rate debt.

     See Note 11 to the Consolidated Financial Statements for more information on the material terms of our long-term debt.

     The table below presents scheduled debt maturities and related weighted-average interest rates for each of the fiscal years relating to debt obligations as of November 1, 2009. Weighted-average variable rates are based on LIBOR rates at November 1, 2009, plus applicable margins.

																					Fair
	Scheduled Maturity Date(a)																				Value
	2010			2011			2012			2013			2014			Thereafter		Total			11/1/09
							(In millions, except interest rate percentages)
Total Debt:
Fixed Rate(b)	$	0.2		$	—			—			—			—			—	$	0.2		$	0.2
Interest Rate		2.1	%		—			—			—			—			—		2.1	%
Variable Rate	$	13.9			1.4			1.3			1.3			132.1			—	$	150.0		$	138.0	(c)
Average interest rate		8.0	%		8.0	%		8.0	%		8.0	%		8.0	%		—		8.0	%

(a)	Expected maturity date amounts are based on the face value of debt and do not reflect fair market value of the debt.
(b)	Fixed rate debt excludes the Swap Agreement.
(c)	Based on recent trading activities of comparable market instruments.

Foreign Currency Exchange Rates

     We are exposed to the effect of exchange rate fluctuations on the U.S. dollar value of foreign currency denominated operating revenue and expenses. The functional currency for our Mexico operations is the U.S. dollar. Adjustments resulting from the re-measurement of the local currency financial statements into the U.S. dollar functional currency, which uses a combination of current and historical exchange rates, are included in net income in the current period. Net foreign currency re-measurement losses for the fiscal year ended November 1, 2009 was immaterial and for the fiscal years ended November 2, 2008 and October 28, 2007 was $(1.1) million and $(0.3) million, respectively.

     The functional currency for our Canada operations is the Canadian dollar. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in accumulated other comprehensive income in stockholders’ equity. Net foreign currency translation adjustment, net of tax, and included in other comprehensive income for the fiscal years ended November 1, 2009 and November 2, 2008 was $(0.2) million and $0.3 million, respectively.

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Item 8. Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

Report of Independent Registered Public Accounting Firm

Financial Statements:

Consolidated Statements of Operations for the Fiscal Years Ended November 1, 2009, November 2, 2008 and October 28, 2007

Consolidated Balance Sheets as of November 1, 2009 and November 2, 2008

Consolidated Statements of Cash Flows for the Fiscal Years Ended November 1, 2009, November 2, 2008 and October 28, 2007

Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended November 1, 2009, November 2, 2008 and October 28, 2007

Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended November 1, 2009, November 2, 2008 and October 28, 2007

Notes to the Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of NCI Building Systems, Inc.

     We have audited the accompanying consolidated balance sheets of NCI Building Systems, Inc. (the “Company”) as of November 1, 2009 and November 2, 2008, and the related consolidated statements of operations, stockholders’ equity, cash flows and comprehensive income (loss) for each of the three years in the period ended November 1, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at November 1, 2009 and November 2, 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended November 1, 2009, in conformity with U.S. generally accepted accounting principles.

     As discussed in Note 1 to the consolidated financial statements, the consolidated financial statements have been adjusted for the retrospective application of Financial Accounting Standards Board Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (codified under ASC Subtopic 470-20, Debt with Conversion and Other Options), and FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (codified under ASC Subtopic 260-10, Earnings per Share) both of which were adopted November 2, 2009. Additionally, the consolidated financial statements have been adjusted to reflect the 1 for 5 reverse stock split which became effective on March 5, 2010.

     As discussed in Notes 3 and 23 to the consolidated financial statements, effective October 28, 2007, the Company adopted Staff Accounting Bulletin No. 108, “Considering the effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” and the guidance originally issued in Statement of Financial Accounting Standard (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (codified in FASB ASC Topic 715, “Compensation-Retirement Benefits”). Also, discussed in Note 3 to the consolidated financial statements, effective October 29, 2007, the Company adopted the guidance originally issued in FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (codified in FASB ASC Topic 740, “Income Taxes”).

     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of November 1, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 22, 2009 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Houston, Texas
December 22, 2009, except for Note 1,
As to which the date is April 23, 2010

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CONSOLIDATED STATEMENTS OF OPERATIONS

NCI BUILDING SYSTEMS, INC.

(As Adjusted (Note1))

	Fiscal Year Ended
	November 1,			November 2,			October 28,
	2009			2008			2007
	(In thousands, except per share data)
Sales	$	967,923		$	1,764,159		$	1,625,068
Cost of sales		752,819			1,321,935			1,221,469
Lower of cost or market adjustment		39,986			2,739			—
Asset impairments		6,291			157			—
Gross profit		168,827			439,328			403,599
Selling, general and administrative expenses		209,603			283,611			271,879
Goodwill and other intangible asset impairments		622,564			—			—
Restructuring charge		9,052			1,059			—
Change of control charges		11,168			—			—
Income (loss) from operations		(683,560	)		154,658			131,720
Interest income		393			1,085			725
Interest expense		(29,249	)		(32,579	)		(37,193	)
Debt extinguishment and refinancing costs		(97,580	)		—			—
Other (expense) income, net		2,287			(1,880	)		1,195
Income (loss) before income taxes		(807,709	)		121,284			96,447
Provision (benefit) for income taxes		(56,913	)		48,006			37,879
Net income (loss)	$	(750,796	)	$	73,278		$	58,568
Convertible preferred stock dividends and accretion		1,187			—			—
Convertible preferred stock beneficial conversion feature		10,526			—			—
Net income (loss) applicable to common shares	$	(762,509	)	$	73,278		$	58,568
Earnings (loss) per share:
Basic	$	(171.18	)	$	18.58		$	14.67
Diluted	$	(171.18	)	$	18.49		$	13.89
Weighted average number of common shares outstanding:
Basic		4,403			3,866			3,916
Diluted		4,403			3,886			4,139

See accompanying notes to the consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS

NCI BUILDING SYSTEMS, INC.

(As Adjusted (Note1))

	November 1,			November 2,
	2009			2008
	(In thousands,
	except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	90,419		$	68,201
Restricted cash, current		5,154			—
Accounts receivable, net		82,889			163,005
Inventories, net		71,537			192,011
Deferred income taxes		18,787			25,315
Income tax receivable		27,622			—
Investments in debt and equity securities, at market		3,359			2,639
Prepaid expenses and other		14,494			15,735
Assets held for sale		4,963			—
Total current assets		319,224			466,906
Property, plant and equipment, net		232,510			251,647
Goodwill		5,200			616,626
Intangible assets, net		28,370			41,678
Restricted cash, net of current portion		7,825			—
Other assets, net		21,389			2,635
Total assets	$	614,518		$	1,379,492
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	14,164		$	920
Note payable		481			—
Accounts payable		73,594			104,348
Accrued compensation and benefits		37,215			67,429
Accrued interest		776			2,422
Other accrued expenses		52,455			60,013
Total current liabilities		178,685			235,132
Long-term debt		136,085			464,324
Deferred income taxes		18,848			48,034
Other long-term liabilities		8,007			3,928
Total long-term liabilities		162,940			516,286
Series B cumulative convertible participating preferred stock		222,815			—
Stockholders’ equity:
Common stock, $.01 par value, 100,000,000 shares authorized; 18,082,029 and 4,480,742 shares issued in 2009 and 2008, respectively; and 18,082,029 and 3,946,805 shares outstanding in 2009 and 2008, respectively		904			224
Additional paid-in capital		288,093			225,153
Retained earnings (deficit)		(230,060	)		520,736
Accumulated other comprehensive loss		(8,859	)		(1,440	)
Treasury stock, at cost, (533,937 shares in 2008)		—			(116,599	)
Total stockholders’ equity		50,078			628,074
Total liabilities and stockholders’ equity	$	614,518		$	1,379,492

See accompanying notes to the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

NCI BUILDING SYSTEMS, INC.

(As Adjusted (Note 1))

	Fiscal Year Ended
	November 1,			November 2,			October 28,
	2009			2008			2007
				(In thousands)
Cash flows from operating activities:
Net income (loss)	$	(750,796	)	$	73,278		$	58,568
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		33,531			36,333			36,242
Non-cash interest expense on Convertible Notes		8,394			8,507			7,903
Share-based compensation expense		4,835			9,504			8,610
Accelerated vesting of share-based compensation		9,066			—			—
Debt extinguishment and refinancing costs		91,937			—			—
Gain on sale of property, plant and equipment		(928	)		(1,264	)		(814	)
Provision for inventory obsolescence		—			—			696
Lower of cost or market reserve		39,986			2,739			—
Provision for doubtful accounts		1,221			3,468			330
Interest rate swap ineffectiveness		3,072			—			—
Provision (benefit) for deferred income taxes		(26,841	)		(3,227	)		(10,307	)
Asset impairments		6,291			—			—
Impairment of goodwill and intangible assets		622,564			—			—
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		78,895			(5,008	)		9,753
Inventories		79,362			(57,025	)		28,020
Income tax receivable		(32,332	)		—			—
Prepaid expenses and other		(1,423	)		(9,724	)		(957	)
Accounts payable		(30,754	)		(23,738	)		12,978
Accrued expenses		(41,599	)		7,445			(10,815	)
Other, net		889			(1,094	)		(2,582	)
Net cash provided by operating activities:		95,370			40,194			137,625
Cash flows from investing activities:
Acquisitions, net of cash acquired		—			—			(20,086	)
Capital expenditures		(21,657	)		(24,803	)		(42,041	)
Proceeds from sale of property, plant and equipment		2,589			4,238			6,696
Cash surrender value life insurance		—			2,101			—
Other, net		(34	)		(226	)		(932	)
Net cash used in investing activities:		(19,102	)		(18,690	)		(56,363	)
Cash flows from financing activities:
Proceeds from stock options exercised		12			698			3,923
Deposits of restricted cash		(12,979	)		—			—
Excess tax benefits from share-based compensation arrangements		—			215			1,596
Borrowings on revolving lines of credit		—			—			90,500
Payments on revolving lines of credit		—			—			(90,500	)
Payments on long-term debt		(920	)		(22,637	)		(947	)
Payments on note payable		(1,693	)		(3,892	)		—
Issuance of convertible preferred stock		250,000			—			—
Payment of convertible notes		(89,971	)		—			—
Payment of on term loan		(143,290	)		—			—
Payment of refinancing costs		(54,659	)		(914	)		(75	)
Purchase of treasury stock		(451	)		(2,226	)		(36,122	)
Net cash (used in) provided by financing activities:		(53,951	)		(28,756	)		(31,625	)
Effect of exchange rate changes on cash and cash equivalents		(99	)		399			379
Net (decrease) increase in cash and cash equivalents		22,218			(6,853	)		50,016
Cash and cash equivalents at beginning of period		68,201			75,054			25,038
Cash and cash equivalents at end of period	$	90,419		$	68,201		$	75,054

See accompanying notes to the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

NCI BUILDING SYSTEMS, INC.

(As Adjusted (Note 1))

													Accumulated
							Additional			Retained			Other
	Common Stock						Paid-In			Earnings			Comprehensive			Treasury Stock						Stockholders’
	Shares			Amount			Capital			(Deficit)			(Loss) Income			Shares			Amount			Equity
										(In thousands, except share data)
Balance, October 29, 2006		4,358,783		$	218		$	175,121		$	403,125		$	(1,804	)		(363,303	)	$	(78,251	)	$	498,409
Cumulative effect of adopting ASC 470-20 (Note 1)		—			—			24,473			(9,464	)		—			—			—			15,009
Cumulative effect of adopting SAB 108, net of taxes (Note 3)		—			—			—			(4,410	)		—			—			—			(4,410	)
Treasury stock purchases		—			—			—			—			—			(154,778	)		(36,122	)		(36,122	)
Common stock issued for stock option exercises		21,846			1			3,922			—			—			—			—			3,923
Tax benefit from employee stock incentive plan		—			—			1,596			—			—			—			—			1,596
Issuance of restricted stock		38,128			2			(2	)		—			—			—			—			—
Other comprehensive income		—			—			—			—			142			—			—			142
Share-based compensation		—			—			8,610			—			—			—			—			8,610
Shares issued for acquisition		7,090			—			1,800			—			—			—			—			1,800
Adoption of ASC 715-20, net of taxes (Note 23)		—			—			—			—			2,019			—			—			2,019
Net income		—			—			—			58,568			—			—			—			58,568
Balance, October 28, 2007		4,425,847		$	221		$	215,520		$	447,819		$	357			(518,081	)	$	(114,373	)	$	549,544
Treasury stock purchases		—			—			—			—			—			(15,856	)		(2,226	)		(2,226	)
Common stock issued for stock option exercises		6,869			—			698			—			—			—			—			698
Tax benefit from employee stock incentive plan		—			—			(566	)		—			—			—			—			(566	)
Issuance of restricted stock		48,026			3			(3	)		—			—			—			—			—
Other comprehensive loss		—			—			—			—			(1,797	)		—			—			(1,797	)
Share-based compensation		—			—			9,504			—			—			—			—			9,504
Adoption of ASC 740-10 (Note 17)		—			—			—			(361	)		—			—			—			(361	)
Net income		—			—			—			73,278			—			—			—			73,278
Balance, November 2, 2008		4,480,742		$	224		$	225,153		$	520,736		$	(1,440	)		(533,937	)	$	(116,599	)	$	628,074
Treasury stock purchases		—			—			—			—			—			(35,384	)		(451	)		(451	)
Retirement of treasury shares		(569,321	)		(29	)		(117,021	)		—			—			569,321			117,050			—
Common stock issued for stock option exercises		165			—			12			—			—			—			—			12
Tax benefit from employee stock incentive plan		—			—			(5,073	)		—			—			—			—			(5,073	)
Convertible Notes exchange		14,035,417			702			169,725			—			—			—			—			170,427
Convertible Preferred Stock dividends payable		—			—			(1,186	)		—			—			—			—			(1,186	)
Tax benefit from Convertible Preferred Stock issuance costs		—			—			2,585			—			—			—			—			2,585
Issuance of restricted stock		135,026			7			(3	)		—			—			—			—			4
Other comprehensive loss		—			—			—			—			(7,419	)		—			—			(7,419	)
Share-based compensation		—			—			13,901			—			—			—			—			13,901
Net loss		—			—			—			(750,796	)		—			—			—			(750,796	)
Balance, November 1, 2009		18,082,029		$	904		$	288,093		$	(230,060	)	$	(8,859	)		—		$	—		$	50,078

See accompanying notes to the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

NCI BUILDING SYSTEMS, INC.

(As Adjusted (Note 1))

	Fiscal Year Ended
	November 1,			November 2,			October 28,
	2009			2008			2007
				(In thousands)
Comprehensive income (loss):
Net income (loss) applicable to common shares.	$	(762,509	)	$	73,278		$	58,568
Other comprehensive income (loss), net of tax:
Foreign exchange translation gain (loss) (net of income tax of $107 in 2009, $140 in 2008 and $135 in 2007)		(198	)		259			244
Unrecognized actuarial gain (loss) on pension obligation (net of income tax of $6,010 in 2009, $1,046 in 2008 and $(290) in 2007)		(9,641	)		(1,628	)		454
Loss in fair value of interest rate swap (net of income tax of $345 in 2009, $272 in 2008 and $357 in 2007)		(554	)		(428	)		(556	)
Reclassification adjustment for losses on derivative instruments (net of income tax of $1,854 in 2009)		2,974			—			—
Other comprehensive income (loss)		(7,419	)		(1,797	)		142
Comprehensive income (loss)	$	(769,928	)	$	71,481		$	58,710

See accompanying notes to the consolidated financial statements.

35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NCI BUILDING SYSTEMS, INC.

1. ADJUSTMENT AND NATURE OF BUSINESS AND PRINCIPLES OF CONSOLIDATION

Adjustment for Retrospective Application of ASC 470-20, Debt with Conversion and Other Options, ASC 260-10, Earnings Per Share and the Reverse Stock Split

     We have adjusted the financial statements for the years ended November 1, 2009, November 2, 2008 and October 28, 2007 to reflect our adoption of the Financial Accounting Standards Board’s (“FASB”) guidance that has been codified under ASC Subtopic 470-20, Debt with Conversion and Other Options (“ASC 470-20”), which clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. In addition, we have adjusted the financial statements for the years ended December 31, 2009, 2008 and 2007 to reflect our adoption of the FASB guidance that has been codified under ASC Subtopic 260-10, Earnings Per Share (“ASC 260-10”), which provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are “participating securities” and, therefore, should be included in computing earnings per share using the two class method.

     On March 5, 2010, the Company filed an amendment to its Certificate of Incorporation to effect the Reverse Stock Split at an exchange ratio of 1-for-5. As such, we have retrospectively adjusted basic and diluted earnings per share, common stock, stock options, common stock equivalents and prices per share information for the reverse stock split in all periods presented.

     The information contained in the financial statements and the notes thereto reflect only the adjustments described below and do not reflect events occurring after December 22, 2009, the date of the original filing of our 2009 Annual Report on Form 10-K, or modify or update those disclosures that may have been affected by events subsequent to management’s assessment date of December 22, 2009, except as disclosed in Note 27 to our consolidated financial statements.

     Adjustment of Interest Expense. ASC 470-20 requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer’s nonconvertible debt (unsecured debt) borrowing rate when interest expense is recognized. ASC 470-20 requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statements of operations. ASC 470-20 is effective for us as of November 2, 2009 and early adoption was not permitted. However, once adopted, ASC 470-20 requires retrospective application to the terms of instruments as they existed for all periods presented. The adoption of ASC 470-20 affects the accounting for our 2.125% Convertible Notes issued in fiscal 2005 and due 2024 (“Convertible Notes”). The retrospective application of this pronouncement affects fiscal years 2005 through 2009. In October 2009, we completed the Exchange Offer, as described in Note 10, to acquire $180 million aggregate principal amount of the Convertible Notes. On December 29, 2009, we redeemed the remaining $58,750 principal amount of the Convertible Notes outstanding after the closing of the Exchange Offer. Therefore, we will not have additional prospective interest expense after December 29, 2009.

     Impact on Capitalized Interest. We capitalize interest on capital invested in projects in accordance with Financial Accounting Standards Board (“FASB”) guidance codified under ASC Topic 835, Interest. As a result of adopting ASC 470-20, capitalized interest for both fiscal 2009 and 2008 increased by $0.2 million. Upon commencement of operations, capitalized interest, as a component of the total cost of the asset, is amortized over the estimated useful life of the asset.

     Impact on Income Taxes. Income taxes have been recorded on the foregoing adjustments to the extent tax benefits were available. Interest on the Convertible Notes is not deductible for income tax purposes, which creates a permanent tax difference that is reflected in our effective tax rate.

     Summary. The following table sets forth the effect of the retrospective application of ASC 470-20 and ASC 260-10 on certain previously reported line items (in thousands, except per share data):

     Consolidated Statements of Operations:

	Fiscal 2009						Fiscal 2008				Fiscal 2007
	Originally			As			Originally		As		Originally		As
	Reported			Adjusted			Reported		Adjusted		Reported		Adjusted
Cost of sales	$	752,793		$	752,819		$	1,321,917	$	1,321,935	$	1,221,463	$	1,221,469
Gross profit		168,853			168,827			439,346		439,328		403,605		403,599
Selling, general and administrative expenses		209,567			209,603			283,577		283,611		271,871		271,879
Income (loss) from operations		(683,498	)		(683,560	)		154,710		154,658		131,734		131,720

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	Fiscal 2009						Fiscal 2008						Fiscal 2007
	Originally			As			Originally			As			Originally			As
	Reported			Adjusted			Reported			Adjusted			Reported			Adjusted
Interest expense		(20,410	)		(29,249	)		(23,535	)		(32,579	)		(28,829	)		(37,193	)
Debt extinguishment and refinancing costs		(100,260	)		(97,580	)		—			—			—			—
Income (loss) before income taxes		(801,488	)		(807,709	)		130,380			121,284			104,825			96,447
Provision (benefit) for income taxes		(54,524	)		(56,913	)		51,499			48,006			41,096			37,879
Net income (loss)		(746,964	)		(750,796	)		78,881			73,278			63,729			58,568
Net income (loss) applicable to common shares	$	(758,677	)	$	(762,509	)	$	78,881		$	73,278		$	63,729		$	58,568
Earnings (loss) per share:
Basic	$	(170.31	)	$	(171.18	)	$	20.40		$	18.58		$	16.27		$	14.67
Diluted	$	(170.31	)	$	(171.18	)	$	20.24		$	18.49		$	15.32		$	13.89
Weighted average number of common shares outstanding:
Basic		4,403			4,403			3,866			3,866			3,916			3,916
Diluted		4,403			4,403			3,897			3,886			4,159			4,139

     Consolidated Balance Sheets:

	November 1, 2009						November 2, 2008
	Originally			As			Originally		As
	Reported			Adjusted			Reported		Adjusted
Deferred income taxes	$	18,787		$	18,787		$	24,259	$	25,315
Total current assets		319,224			319,224			465,850		466,906
Property, plant and equipment		231,840			232,510			251,163		251,647
Other assets		21,389			21,389			5,384		2,635
Total assets		613,848			614,518			1,380,701		1,379,492
Long-term debt		136,085			136,085			473,480		464,324
Deferred income tax liability		18,591			18,848			44,332		48,034
Total long-term liabilities		162,683			162,940			521,740		516,286
Additional paid-in capital		263,620			288,093			200,680		225,153
Retained earnings		(206,000	)		(230,060	)		540,964		520,736
Total stockholders’ equity		49,665			50,078			623,829		628,074
Total liabilities and stockholders’ equity		613,848			614,518			1,380,701		1,379,492

     In addition, the adjustments resulting from our adoption of both ASC 470-20 and ASC 260-10 have been reflected in our consolidated statements of cash flows and Notes 2, 10, 11, 17, 22, 25 and 26.

Nature of Business and Principles of Consolidation

     NCI Building Systems, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “we,” “us” or “our”) is North America’s largest integrated manufacturer and marketer of metal products for the non-residential construction industry. We provide metal coil coating services and design, engineer, manufacture and market metal components and engineered building systems primarily for non-residential construction use. We manufacture and distribute extensive lines of metal products for the non-residential construction market under multiple brand names through a nationwide network of plants and distribution centers. We sell our products for both new construction and repair and retrofit applications.

     On October 20, 2009 the Company issued and sold to Clayton, Dubilier & Rice Fund VIII, L.P. and CD&R Friends & Family Fund VIII, L.P. (together, the “CD&R Funds”), an aggregate of 250,000 shares of a newly created class of convertible preferred stock, par value $1.00 per share, of the Company, designated the Series B Cumulative Convertible Participating Preferred Stock (the “Convertible Preferred Stock,” and shares thereof, the “Preferred Shares”), representing approximately 68.4% of the voting power and common stock of the Company on an as-converted basis (such purchase and sale, the “Equity Investment”).

     In connection with the closing of the Equity Investment, the Company, among other things took the following actions (together with the Equity Investment, the “Recapitalization Plan”):

• consummated its exchange offer (the “Exchange Offer”) to acquire all of the Company’s existing 2.125% convertible notes due 2024 in exchange for a combination of $90 million in cash and 14.0 million shares of our common stock;

37

•   refinanced the Company’s existing credit agreement, which included the partial prepayment of approximately $143 million in principal amount of the existing $293 million in principal amount of outstanding term loans thereunder and a modification of the terms and an amendment and extension of the maturity of the remaining $150 million outstanding balance of the term loans (the “Amended Credit Agreement”); and

• entered into an asset-based revolving credit facility with a maximum available amount of up to $125 million (the “ABL Facility”). Borrowing availability on the asset-based revolving credit facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of qualified cash, eligible inventory and eligible accounts receivable, less certain reserves and subject to certain other adjustments. At November 1, 2009, our excess availability under the asset-based revolving credit facility was $70.4 million.

     As of November 1, 2009, the Preferred Shares were convertible into 39.2 million shares of common stock, at a conversion price of $6.3740. However, as of that date, only approximately 1.6 million shares of common stock were authorized and unissued, and therefore the CD&R Funds could not fully convert the Preferred Shares. To the extent that the CD&R Funds opt to convert their Preferred Shares, as of November 1, 2009, their conversion right was limited to conversion of their Preferred Shares into the approximately 1.6 million shares of common stock that were authorized and unissued.

     Dividends on the Convertible Preferred Stock are payable, on a cumulative daily basis, as, if and when declared by our board of directors, at a rate per annum of 12% of the liquidation preference of $1,000 per Preferred Share, subject to certain adjustments, if paid in-kind or at a rate per annum of 8% of the liquidation preference of $1,000 per Preferred Share, subject to certain adjustments, if paid in cash. We have the right to choose whether dividends are paid in cash or in-kind, subject to the conditions of the Amended Credit Agreement and ABL Facility including being contractually limited in our ability to pay cash dividends until the first quarter of fiscal 2011 under the Amended Credit Agreement and until October 20, 2010 under the ABL Facility, except for certain specified purposes.

     We use a 52/53 week year with our fiscal year end on the Sunday closest to October 31. The year end for fiscal 2009 is November 1, 2009. Our fourth quarter of fiscal 2008 includes an additional week of operating activity.

     We aggregate our operations into three reportable business segments: metal coil coating, metal components and engineered building systems. We base this aggregation on similarities in product lines, manufacturing processes, marketing and how we manage our business. We market the products in each of our business segments nationwide through a direct sales force and, in the case of our engineered building systems segment, through authorized builder networks.

     Our Consolidated Financial Statements include the accounts of the Company and all majority-owned subsidiaries. All intercompany accounts, transactions and profits arising from consolidated entities have been eliminated in consolidation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Examples include provisions for bad debts and inventory reserves and accruals for employee benefits, general liability insurance, warranties and certain contingencies. Actual results could differ from those estimates.

     (b) Cash and Cash Equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are highly liquid debt instruments with an original maturity of three months or less and may consist of time deposits with a number of commercial banks with high credit ratings, Eurodollar time deposits, money market instruments, certificates of deposit and commercial paper. Our policy allows us to also invest excess funds in no-load, open-end, management investment trusts (“mutual funds”). The mutual funds invest exclusively in high quality money market instruments. As of November 1, 2009, our cash equivalents were all invested in money market instruments.

38

     (c) Accounts Receivable and Related Allowance. We report accounts receivable net of the allowance for doubtful accounts. Trade accounts receivable are the result of sales of building systems, components and coating services to customers throughout the United States and affiliated territories, including international builders who resell to end users. Substantially all sales are denominated in U.S. dollars with the exception of sales at our Canadian operations which are denominated in Canadian dollars. Credit sales do not normally require a pledge of collateral; however, various types of liens may be filed to enhance the collection process.

     We establish reserves for doubtful accounts on a customer by customer basis when we believe the required payment of specific amounts owed is unlikely to occur. In establishing these reserves, we consider changes in the financial position of a customer, availability of security, lien rights and bond rights as well as disputes, if any, with our customers. Our allowance for doubtful accounts reflects reserves for customer receivables to reduce receivables to amounts expected to be collected. We determine past due status as of the contractual payment date. Interest on delinquent accounts receivable is included in the trade accounts receivable balance and recognized as interest income when chargeable and collectability is reasonably assured. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance or we have exhausted all collection efforts. The following table represents the rollforward of our uncollectible accounts activity for the fiscal years ended November 1, 2009, November 2, 2008 and October 28, 2007 (in thousands):

	November 1,			November 2,			October 28,
	2009			2008			2007
Beginning balance	$	10,330		$	8,975		$	15,225
Provision for bad debts		1,221			3,468			330
Amounts charged against allowance for bad debts, net of recoveries		(2,512	)		(2,113	)		(6,580	)
Ending balance	$	9,039		$	10,330		$	8,975

     (d) Inventories. Inventories are stated at the lower of cost or market value less allowance for inventory obsolescence, using specific identification or the weighted-average method for steel coils and other raw materials. During fiscal 2009, we incurred lower of cost or market adjustments of $8.1 million in the metal coil coating segment, $17.2 million in the metal components segment and $14.7 million in the engineered building systems segment for a total of $40.0 million. During fiscal 2008, we incurred lower of cost or market adjustment $2.7 million in the metal coil coating segment. Lower of cost or market adjustments were recorded because this inventory exceeded our current estimates of net realizable value less normal profit margins. At November 1, 2009, all inventory with a lower of cost or market adjustment was fully utilized. The balance of the lower of cost or market adjustment was $2.7 million at November 2, 2008.

     The components of inventory are as follows (in thousands):

	November 1,		November 2,
	2009		2008
Raw materials	$	48,081	$	142,614
Work in process and finished goods		23,456		49,397
	$	71,537	$	192,011

     The following table represents the rollforward of reserve for obsolete materials and supplies activity for the fiscal years ended November 1, 2009, November 2, 2008 and October 28, 2007 (in thousands):

	November 1,			November 2,			October 28,
	2009			2008			2007
Beginning balance	$	1,807		$	4,433		$	3,737
Provisions		1,409			252			1,710
Dispositions		(1,624	)		(2,878	)		(1,014	)
Ending balance	$	1,592		$	1,807		$	4,433

     During fiscal 2009, we purchased approximately 30% of our steel requirements from one vendor. No other vendor accounted for over 10% of our steel requirements during fiscal 2009.

     (e) Property, Plant and Equipment. Property, plant and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are capitalized and amortized using the straight-line method over the shorter of their estimated useful lives or the term of the underlying lease. Computer software developed or purchased for internal use is depreciated using the straight-line method over its estimated useful life.

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     Depreciation expense for fiscal 2009, 2008 and 2007 was $29.9 million, $32.5 million and $29.3 million, respectively. Of this depreciation expense, $7.1 million, $4.5 million and $4.3 million was related to software depreciation for fiscal 2009, 2008 and 2007, respectively.

     Property, plant and equipment consists of the following (in thousands):

	November 1,			November 2,
	2009			2008
Land	$	22,141		$	24,281
Buildings and improvements		165,846			165,495
Machinery, equipment and furniture		226,168			230,144
Transportation equipment		3,326			3,470
Computer software and equipment		77,407			69,592
		494,888			492,982
Less accumulated depreciation		(262,378	)		(241,335	)
	$	232,510		$	251,647

     Estimated useful lives for depreciation are:

Buildings and improvements	10 — 39 years
Machinery, equipment and furniture	3 — 10 years
Transportation equipment	5 — 10 years
Computer software and equipment	3 — 7 years

     We capitalize interest on capital invested in projects in accordance with FASB guidance codified under ASC Topic 835, Interest. For fiscal 2009, 2008 and 2007, the total amount of interest capitalized was $0.7 million, $1.1 million and $0.9 million, respectively. Upon commencement of operations, capitalized interest, as a component of the total cost of the asset, is amortized over the estimated useful life of the asset.

     (f) Goodwill and Other Intangible Assets. We review the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying values may not be recoverable and annually for goodwill and indefinite lived intangible assets as required by guidance codified under ASC Topic 350, Intangibles — Goodwill and Other. Unforeseen events, changes in circumstances, market conditions and material differences in the value of intangible assets due to changes in estimates of future cash flows could negatively affect the fair value of our assets and result in a non-cash impairment charge. Some factors considered important that could trigger an impairment review include the following: significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of our use of acquired assets or the strategy for our overall business and significant negative industry or economic trends. In fiscal 2009, our one remaining reporting unit’s fair value would have had to have been lower by more than 50% compared to the fair value estimated in our impairment analysis before its carrying value would exceed the fair value of the reporting unit, indicating that goodwill was potentially impaired. See Note 16.

     (g) Revenue Recognition. We recognize revenues when the following conditions are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Generally, these criteria are met at the time product is shipped or services are complete. Provisions are made upon sale for estimated product returns.

     (h) Equity Raising and Deferred Financing Costs. Equity raising costs are recorded as a reduction to additional paid in capital upon the execution of an equity transaction. In connection with the Exchange Offer on the Convertible Notes, we incurred $5.7 million in equity raising costs. Deferred financing costs are capitalized as incurred and amortized using the effective interest method over the expected life of the debt. In a modification of debt, costs paid to the creditor are capitalized and costs paid to non-creditors are expensed as incurred.

     (i) Cost of sales. Cost of sales includes the cost of inventory sold during the period, including costs for manufacturing, inbound freight, receiving, inspection, warehousing, and internal transfers less vendor rebates. Costs associated with shipping and handling our products are included in cost of sales. Purchasing costs and engineering and drafting costs are included in selling, general and administrative expense. Purchasing costs were $3.2 million, $3.7 million and $3.7 million and engineering and drafting costs were $38.2 million, $53.9 million and $50.0 million in each of fiscal 2009, 2008, and 2007, respectively. Approximately $2.2 million and $3.9 million of these selling, general and administrative costs were capitalized and remained in inventory at the end of fiscal 2009 and 2008, respectively.

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     (j) Warranty. We sell weathertightness warranties to our customers for protection from leaks in our roofing systems related to weather. These warranties range from two years to 20 years. We sell two types of warranties, standard and Single Source^tm, and three grades of coverage for each. The type and grade of coverage determines the price to the customer. For standard warranties, our responsibility for leaks in a roofing system begins after 24 consecutive leak-free months. For Single Source^tm warranties, the roofing system must pass our inspection before warranty coverage will be issued. Inspections are typically performed at three stages of the roofing project: (i) at the project start-up; (ii) at the project mid-point; and (iii) at the project completion. These inspections are included in the cost of the warranty. If the project requires or the customer requests additional inspections, those inspections are billed to the customer. Upon the sale of a warranty, we record the resulting revenue as deferred revenue, which is included in other accrued expenses in our Consolidated Balance Sheets. We recognize deferred warranty revenue over the warranty coverage period in a manner that matches our estimated expenses relating to the warranty. Additionally, we assumed a warranty obligation relating to our acquisition of Robertson-Ceco II Corporation (“RCC”) of $7.6 million which represents the fair value of the future warranty obligations at the time of purchase. RCC’s accrued warranty programs have similar terms and characteristics to our other warranty programs. See Note 8.

     (k) Insurance. Group medical insurance is purchased through Blue Cross Blue Shield (“BCBS”). The plans include a Preferred Provider Organization, or PPO, plan and an Exclusive Provider Organization, or EPO, plan. These plans are managed-care plans utilizing networks to achieve discounts through negotiated rates with the providers within these networks. The claims incurred under these plans are self-funded for the first $250,000 of each claim. We purchase specific stop loss reinsurance to limit our claims liability to $250,000 per claim. BCBS administers all claims, including claims processing, utilization review and network access charges.

     Insurance is purchased for workers compensation and employer liability, general liability, property and auto liability/auto physical damage. We utilize either deductibles or self-insurance retentions (“SIR”) to limit the exposure to catastrophic loss. The workers compensation insurance has a $500,000 per occurrence deductible. The property and auto liability insurances have per-occurrence deductibles of $250,000. The general liability insurance has a $250,000 SIR. Umbrella insurance coverage is purchased to protect us against claims that exceed our per-occurrence or aggregate limits set forth in our respective policies. All claims are adjusted utilizing a third-party claims administrator.

     Each reporting period, we record the costs of our health insurance plan, including paid claims, an estimate of the change in incurred but not reported (“IBNR”) claims, taxes and administrative fees (collectively the “Plan Costs”) as general and administrative expenses in our Consolidated Statements of Operations. The estimated IBNR claims are based upon (i) a recent average level of paid claims under the plan, (ii) an estimated lag factor and (iii) an estimated growth factor to provide for those claims that have been incurred but not yet paid. We use an independent actuary to determine the claims lag and estimated liability for IBNR claims.

     For workers’ compensation costs, we monitor the number of accidents and the severity of such accidents to develop appropriate estimates for expected costs to provide both medical care and benefits during the period of time an employee is unable to work. These accruals are developed using independent actuarial estimates of the expected cost and length of time an employee will be unable to work based on industry statistics for the cost of similar disabilities. For general liability and automobile claims, accruals are developed based on independent actuarial estimates of the expected cost to resolve each claim based on industry statistics and the nature and severity of the claim. This statistical information is trended to provide estimates of future expected costs based on factors developed from our own experience of actual claims cost compared to original estimates. Each reporting period, we record the costs of our workers’ compensation, general liability and automobile claims, including paid claims, an estimate of the change in incurred but not reported (“IBNR”) claims, taxes and administrative fees as general and administrative expenses in our Consolidated Statements of Operations.

     (l) Advertising Costs. Advertising costs are expensed as incurred. Advertising expense was $5.4 million, $6.9 million and $7.4 million in fiscal 2009, 2008 and 2007, respectively.

     (m) Impairment of Long-Lived Assets. We assess impairment of property, plant, and equipment in accordance with the provisions of SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. We assess the recoverability of the carrying amount of property, plant and equipment if certain events or changes in circumstances indicate that the carrying value of such assets may not be recoverable, such as a significant decrease in market value of the assets or a significant change in our business conditions. If we determine that the carrying value of an asset is not recoverable based on expected undiscounted future cash flows, excluding interest charges, we record an impairment loss equal to the excess of the carrying amount of the asset over its fair value. The fair value of assets is determined based on prices of similar assets adjusted for their remaining useful life. During fiscal 2009, we adjusted our property, plant and equipment because we determined that the carrying value of certain assets were not recoverable based on expected undiscounted future cash flows. We recorded asset impairments of $6.3 million in fiscal 2009. See Note 4 for asset impairments in fiscal 2009. We had no impairments in fiscal 2008 or 2007.

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     (n) Share-Based Compensation. Compensation expense recorded for restricted stock awards under the intrinsic value method is consistent with the expense that is recorded under the fair value-based method. We recorded the recurring pretax compensation expense relating to restricted stock awards of $4.3 million, $7.8 million and $5.9 million for fiscal 2009, 2008 and 2007, respectively. The acceleration of the unamortized compensation expense upon the change in control was $9.0 million and was included in change of control charges on the Consolidated Statement of Operations.

     (o) Reclassifications. Certain reclassifications have been made to prior period amounts to conform to the current presentation.

     (p) Foreign Currency Re-measurement and Translation. In accordance with guidance codified under ASC Topic 830, Foreign Currency Matters, the functional currency for our Mexico operations is the U.S. dollar. Adjustments resulting from the re-measurement of the local currency financial statements into the U.S. dollar functional currency, which uses a combination of current and historical exchange rates, are included in net income in the current period. Net foreign currency re-measurement losses are reflected in income for the period. For the fiscal year ended November 1, 2009, foreign currency re-measurement losses were immaterial and for the fiscal years ended November 2, 2008 and October 28, 2007 were $(1.1) million and $(0.3) million, respectively.

     The functional currency for our Canada operations is the Canadian dollar. Translation gains (losses) resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in accumulated other comprehensive income in stockholders’ equity. Net foreign currency translation gain (loss), net of tax, and included in other comprehensive income for the fiscal years ended November 1, 2009 and November 2, 2008 was $(0.2) million and $0.3 million, respectively.

     (q) Recent Accounting Pronouncements. In December 2008, the FASB issued guidance that has been codified under ASC Topic 715-20, Defined Benefit Plans — General (“ASC 715-20”). ASC 715-20 provides guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The disclosures about plan assets required by ASC 715-20 are effective for our fiscal year ended 2010 and are not required for earlier periods presented for comparative purposes. We will adopt the disclosure provisions required by ASC 715-20 in fiscal 2010.

     In February 2008, the FASB issued additional guidance codified under ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”). This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 partially delays the effective date for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). We will adopt ASC 820-10 in our fiscal year that begins November 2, 2009 for nonrecurring, non-financial assets and liabilities that are recognized or disclosed at fair value. However, we do not believe the adoption of this accounting pronouncement for nonrecurring, non-financial assets and liabilities will have a material impact on our consolidated financial statements.

     In December 2007, the FASB issued guidance that has been codified under ASC Topic 810, Consolidations (“ASC 810”). This Statement amends previous guidance to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. It requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. ASC 810 established a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. In addition, ASC 810 requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. We will implement this statement in our fiscal year that begins November 2, 2009 and apply it as applicable. We currently do not have any ownership interest which would be impacted by ASC 810.

     In December 2007, the FASB issued guidance that has been codified under ASC Topic 805, Business Combinations (“ASC 805”). This pronouncement replaces previous guidance but retains the fundamental requirements of the previous guidance. ASC 805 establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. In addition, ASC 805 recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and determines disclosures to enable users of the financial statement to evaluate the nature and financial effects of the business combination. We will implement this statement for all future acquisitions following the date of adoption in our fiscal year that begins November 2, 2009. The impact of adoption of ASC 805 on our financial position or results of operations is dependent upon the nature and terms of business combinations, if any, that we may consummate in fiscal 2010 and thereafter.

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3. CHANGES IN ACCOUNTING

     FASB Codification Adoption

     In June 2009, the FASB issued guidance that has been codified under ASC Topic 105, Generally Accepted Accounting Principles (“ASC 105”). This Statement establishes the “FASB Accounting Standards Codification” (“Codification”), which officially launched July 1, 2009, to become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification. Generally, the Codification is not expected to change U.S. GAAP. All other accounting literature excluded from the Codification will be considered nonauthoritative. This pronouncement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We adopted this pronouncement in the fourth quarter of our fiscal year ending November 1, 2009 and have revised all references to authoritative accounting literature in accordance with the Codification.

     ASC 825-10 Adoption

     In April 2009, the FASB issued guidance that has been codified under ASC Topic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 amends previous guidance to increase the frequency of fair value disclosures to a quarterly basis instead of an annual basis. The guidance relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet at fair value. This guidance also amends previous guidance to require those disclosures in all interim financial statements. We adopted ASC 825-10 on May 4, 2009. See Note 11 — Fair Value of Financial Instruments.

     ASC 815-10 Adoption

     In March 2008, the FASB issued guidance that has been codified under ASC Topic 815-10, Derivatives and Hedging (“ASC 815-10”). This Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. We adopted ASC 815-10 on February 2, 2009. See Note 12 — Derivative Instruments and Hedging Strategy.

     ASC 820-10 Adoption

     In September 2006, the FASB issued guidance that has been codified under ASC Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”). This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. We adopted ASC 820-10 on November 3, 2008 for financial assets and financial liabilities carried at fair value and non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis. The adoption of ASC 820-10 did not have a material impact on our consolidated financial statements. See Note 13 — Fair Value Measurements.

     ASC 740-10 Adoption

     In June 2006, the FASB issued guidance that has been codified under ASC Topic 740-10, Income Taxes (“ASC 740-10”) which clarifies the accounting for uncertainty in income taxes. ASC 740-10 prescribes a recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 requires that we recognize in the financial statements the impact of a tax position only if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. ASC 740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We adopted ASC 740-10 on October 29, 2007. See discussion of the impact of adoption in Note 17 — Income Taxes.

     SAB 108 Adoption

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     In September 2006, the SEC released SAB No. 108, Considering the Effects of Prior Years Misstatements When Quantifying Misstatements in Current Year (“SAB No. 108”). SAB 108 requires that public companies utilize a “dual approach” method to assess the quantitative effects of financial misstatements. This dual approach includes both an income statement focused assessment, known as the “rollover” method, and a balance sheet focused assessment, known as the “iron curtain” method. The guidance in SAB 108 was initially required to be applied for NCI for the year ending October 28, 2007. The transition provisions of SAB 108 permitted companies to record errors identified during the year of adoption, if deemed to be immaterial using a company’s previous method of evaluating errors, as a cumulative effect adjustment to retained earnings. The transition provisions also required prior quarterly financial statements within the fiscal year of adoption to be adjusted, although the transition provisions did not require those quarterly reports, previously filed with the SEC, to be amended.

     We adopted the provisions of SAB 108 as of October 28, 2007. In accordance with the transition provisions of SAB 108, we recorded a $4.4 million cumulative decrease, net of tax of $2.8 million, to retained earnings as of October 30, 2006. The cumulative adjustment to decrease opening retained earnings related to an error identified in fiscal 2007 in our accrual for employee paid time off liabilities which had historically been accrued one year in arrears from when the actual obligation was earned by employees. The impact on fiscal 2007 of $0.5 million, net of tax of $0.3 million, was recorded as an increase in compensation expense in the fourth quarter of fiscal 2007.

     We believe the impact of this adjustment is immaterial to prior years’ Consolidated Financial Statements under our previous method of assessing materiality, and therefore elected, as permitted under the transition provisions of SAB 108, to reflect the effect of this adjustment in the opening balance of the accrual for compensation and benefits as of October 30, 2006, with the offsetting adjustment reflected as a cumulative effect adjustment to opening retained earnings as of October 30, 2006.

     ASC 715-20 Adoption

     In September 2006, the FASB issued guidance that has been codified under ASC Topic 715-20, Compensation — Retirement Benefits — Defined Benefit Plans (“ASC 715-20”). ASC 715-20 has two major provisions. The recognition and disclosure provision requires an employer to recognize a plan’s funded status in its statement of financial position and recognize the changes in a defined benefit postretirement plan’s funded status in comprehensive income in the year in which the changes occur. The measurement date provision requires an employer to measure a plan’s assets and obligations as of the end of the employer’s fiscal year. We adopted this pronouncement’s recognition and disclosure requirements as of October 28, 2007. We currently meet the ASC 715-20 requirement that the measurement date for plan assets and liabilities must coincide with the sponsor’s year end. See discussion of the impact of adoption in Note 23 — Employee Benefit Plans.

4. PLANT RESTRUCTURING AND ASSET IMPAIRMENTS

     Fiscal 2008 and 2009 Plans

     As a result of the current market downturn, we began a phased process to resize and realign our manufacturing operations. The purpose of these closures is to rationalize our least efficient facilities and to retool certain of these facilities to allow us to better utilize our assets and expand into new markets or better provide products to our customers, such as insulated panel systems.

     In November 2008, we approved the Phase I plan to close three of our engineered building systems manufacturing plants. In addition, as part of the restructuring, we implemented a general employee reduction program. In a continuing effort to rationalize our least efficient facilities, in February 2009, we approved the Phase II plan to close one of our facilities within the engineered building systems segment, and in April 2009, we approved the Phase III plan to close or idle three of our manufacturing facilities within the engineered building systems segment and two facilities within the metal components segment. In addition, manufacturing at one of our metal components facilities was temporarily suspended and currently functions as a distribution and customer service site. As part of the restructuring, we also added to the general employee reduction program. As a result of actions taken in Phase III, certain facilities are being actively marketed for sale and have been classified as held for sale in the Consolidated Balance Sheet. We plan to sell these facilities by the end of fiscal 2010.

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     The following table summarizes our restructuring plan costs and charges related to the General, Phase I, Phase II and Phase III restructuring plans during each of the fiscal years presented (in thousands):

					Cost		Remaining		Total
					Incurred		Anticipated		Anticipated
	Fiscal 2009		Fiscal 2008		to Date		Cost		Cost
General
Severance	$	2,987	$	87	$	3,074	$	—	$	3,074
Asset Relocation		—		—		—		—		—
Other Cash Costs		57		—		57		—		57
Asset Impairment		1,234		—		1,234		—		1,234
Total General Program		4,278		87		4,365		—		4,365
Repurposing and Phase I
Severance	$	1,016	$	106	$	1,122	$	—	$	1,122
Asset Relocation		303		—		303		181		484
Other Cash Costs		199		—		199		—		199
Asset Impairment		1,634		157		1,791		—		1,791
Total Plant Closing Phase I		3,152		263		3,415		181		3,596
Plant Closing Phase II
Severance	$	399	$	—	$	399	$	—	$	399
Asset Relocation		22		—		22		—		22
Other Cash Costs		442		—		442		92		534
Asset Impairment		30		—		30		—		30
Total Plant Closing Phase II		893		—		893		92		985
Plant Closing Phase III
Severance	$	2,349	$	—	$	2,349	$	—	$	2,349
Asset Relocation		219		—		219		339		558
Other Cash Costs		1,060		—		1,060		1,283		2,343
Asset Impairment		3,393		—		3,393		—		3,393
Total Plant Closing Phase III		7,021		—		7,021		1,622		8,643
Total All Programs	$	15,344	$	350	$	15,694	$	1,895	$	17,589
Restructuring by Segment
Buildings		7,522		61		7,583		1,645		9,228
Components		1,216		106		1,322		250		1,572
Coaters		103		—		103		—		103
Corporate		211		27		238		—		238
Total	$	9,052	$	194	$	9,246	$	1,895	$	11,141
Asset Impairments by Segment(1)
Buildings		4,316		157		4,473		—		4,473
Components		766		—		766		—		766
Coaters		—		—		—		—		—
Corporate		1,209		—		1,209		—		1,209
Total	$	6,291	$	157	$	6,448	$	—	$	6,448

(1) The fair value of assets was determined based on prices of similar assets adjusted for their remaining useful life.

     The following table summarizes our restructuring liability related to the Phase I, Phase II and Phase III restructuring plans (in thousands):

	Employee or
	Severance
	Costs			Other Costs			Total
Balance at November 2, 2008	$	193		$	—		$	193
Costs incurred		6,751			2,303			9,054
Cash payments		(5,622	)		(2,303	)		(7,925	)
Other adjustments(1)		65			—			65
Balance at November 1, 2009	$	1,387		$	—		$	1,387

(1) Relates to the foreign currency translation.

     Fiscal 2007 Plan

     During the fourth quarter of fiscal 2007, we committed to a plan to exit our residential overhead door product line, included in our metal components segment. During the fiscal year ended November 2, 2008, we incurred expenses of $0.9 million related to this exit

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plan. In fiscal 2007, the residential door business produced revenue of $12.4 million and pretax loss of $0.5 million. This line of business is not considered material and is, therefore, not presented as discontinued operations in the consolidated financial statements.

5. ACQUISITIONS

     On January 31, 2007, we completed the purchase of substantially all of the assets of Garco Building Systems, Inc. (“Garco”), which designs, manufactures and distributes steel building systems primarily for markets in the northwestern United States and western Canada. Garco is now a division of our Company and the results of Garco’s operations beginning January 31, 2007 are included in our Consolidated Financial Statements. Garco is headquartered in Spokane, Washington, where it operates a manufacturing facility for steel building systems for industrial, commercial, institutional and agricultural applications. The aggregate purchase price for this acquisition was $17.2 million, comprised of $15.4 million in cash and $1.8 million in restricted common stock (7,090 shares). At the date of purchase, there was no excess of cost over fair value of the acquired assets. We obtained third-party valuations of certain tangible and intangible assets. As a result of the valuation work, we recorded $5.7 million in intangible assets which includes $2.5 million in customer relationships. The $1.8 million in restricted NCI common stock relates to a 5-year non-compete agreements with certain of the sellers of Garco. We will expense the fair value of the restricted stock ratably over the terms of the agreements. In addition, we recorded $6.5 million in property, plant and equipment and $5.0 million in working capital. Garco’s results of operations are included in the engineered building systems segment. This acquisition was not material to the financial statements as a whole, and accordingly, pro forma information has not been provided.

6. RESTRICTED CASH

     On May 21, 2009, we entered into a cash collateral agreement with our agent bank to obtain letters of credit secured by cash collateral which, in the aggregate, may not exceed $13.5 million. The restricted cash is invested in a secured cash bank account. As of November 1, 2009, we had restricted cash in the amount of $13.0 million as collateral related to our $12.1 million of letters of credit. Restricted cash is classified as current and non-current as the underlying letters of credit expire by December 2010.

7. OTHER ACCRUED EXPENSES

     Other accrued expenses are comprised of the following (in thousands):

	November 1,		November 2,
	2009		2008
Accrued income tax	$	—	$	4,873
Customer deposits		3,651		10,116
Accrued warranty obligation and deferred warranty revenue		16,116		16,484
Accrued workers compensation and general liability insurance		9,604		8,751
Sales and use tax payable		2,121		6,648
Other accrued expenses		20,963		13,141
Total other accrued expenses	$	52,455	$	60,013

8. WARRANTY

     The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for the fiscal years ended November 1, 2009 and November 2, 2008 (in thousands):

	November 1,			November 2,
	2009			2008
Beginning balance	$	16,484		$	14,843
Warranties sold		2,628			3,405
Revenue recognized		(1,273	)		(1,323	)
Costs incurred		(259	)		(217	)
Adjustment(1)		(1,313	)		—
Other		(151	)		(224	)
Ending balance	$	16,116		$	16,484

(1) This adjustment relates to certain of the RCC warranty claims liabilities that were updated based on a change in our claims processing procedures and revised analysis. This change was recorded in cost of sales in our Consolidated Statement of Operations during the first quarter of fiscal 2009.

46

9. SUPPLEMENTARY CASH FLOW INFORMATION

     The following table sets forth interest and taxes paid in each of the three fiscal years presented (in thousands):

	Fiscal Year Ended
	November 1,		November 2,		October 28,
	2009		2008		2007
Interest paid, net of amounts capitalized	$	18,445	$	26,872	$	26,166
Taxes paid		5,645		57,837		42,739

     In October 2009, we completed an exchange offer to acquire our existing $180 million aggregate principal amount 2.125% convertible senior subordinated notes due 2024 (the “Convertible Notes”) in exchange for a combination of $500 in cash and 78 shares of NCI common stock for each $1,000 of Convertible Notes tendered and not withdrawn, with approximately 99.9% of the outstanding Convertible Notes tendered and not withdrawn as of the expiration of the offer and by which we subsequently accepted. This resulted in a non-cash reclassification from long-term debt to stockholders’ equity as we issued approximately 14.0 million shares. See further discussion of these Convertible Notes in Note 10 — Long-term Debt and Note Payable.

     The dividends on the Convertible Preferred Stock accrue and accumulate on a daily basis and are included in the liquidation preference. Accrued dividends are recorded into Convertible Preferred Stock on the accompanying Consolidated Balance Sheet. Dividends are accrued at the 12% paid in-kind rate and increased the Convertible Preferred Stock by $1.1 million during fiscal 2009.

10. LONG-TERM DEBT AND NOTE PAYABLE

     Debt is comprised of the following (in thousands):

	November 1,			November 2,
	2009			2008
Amended and Restated Term Loan Credit Agreement (due April 2014, interest at 8.0% and 4.7% — 6.3%, respectively)	$	150,000		$	293,290
2.125% Convertible Senior Subordinated Notes		59			170,844
Industrial Revenue Bond		190			1,110
		150,249			465,244
Current portion of long-term debt		(14,164	)		(920	)
Total long-term debt, less current portion	$	136,085		$	464,324

     The scheduled maturity of our debt is as follows (in thousands):

2010	$	14,164
2011		1,356
2012		1,342
2013		1,329
2014 and thereafter		132,058
	$	150,249

Amended Credit Agreement

     Concurrently with the closing of the Equity Investment, on the Closing Date, we entered into the Amended Credit Agreement, an amendment to our Credit Agreement as in effect prior to such date with Wachovia Bank, National Associations, as administrative agent, pursuant to which we repaid approximately $143.3 million of the $293.3 million in principal amount of term loans outstanding under such credit agreement and modified the terms and maturity of the remaining $150.0 million balance. The modified terms of the term loan require quarterly principal payments 0.25% of the principal amount of the term loan then outstanding as of the last day of each quarter and a final payment of approximately $131.1 million at maturity on April 20, 2014.

     The obligations under the Amended Credit Agreement are secured by a first priority lien on property, plant and equipment and related assets such as our software, chattel paper, instruments and contract rights (excluding foreign operations) and 100% of the capital stock and other equity interests in each of our direct and indirect operating domestic subsidiaries and 65% of the capital stock in each of our foreign subsidiaries and a second lien on our accounts receivable and inventory.

47

     The Amended Credit Agreement contains a number of covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business and engage in certain transactions with affiliates.

     The Amended Credit Agreement has no financial covenant test until October 30, 2011 which is the conclusion of our fourth quarter of fiscal 2011, at which time the maximum ratio of total debt to Consolidated EBITDA is 5 to 1. This ratio steps down by 0.25 each quarter until October 28, 2012 at which time the maximum ratio is 4 to 1. The ratio continues to step down by 0.125 each quarter until November 3, 2013 to a ratio of 3.5 to 1, which remains the maximum ratio for each fiscal quarter thereafter. We will, however, not be subject to this financial covenant with respect to a specified period if certain prepayments or repurchases of the term loans under the Amended Credit Agreement are made in the specified period. At November 1, 2009, we had no financial compliance covenants in our Amended Credit Agreement.

     Borrowings under the Amended Credit Agreement may be repaid at any time, without premium or penalty but subject to customary LIBOR breakage costs. We also have the ability to repurchase a portion of the term loans under the Amended Credit Agreement, subject to certain terms and conditions set forth in the Amended Credit Agreement. In addition, subject to certain exceptions, the Amended Credit Agreement requires mandatory prepayment and reduction in an amount equal to:

• the net cash proceeds of (1) certain asset sales, (2) certain debt offerings and (3) certain insurance recovery and condemnation events;

• 50% of annual excess cash flow (as defined in the Amended Credit Agreement) for any fiscal year ending on or after October 31, 2010, unless a specified leverage ratio target is met; and

• the greater of $10.0 million and 50% of certain 2009 tax refunds (as defined in the Amended Credit Agreement) received by the Company.

     We expect to make a mandatory prepayment on the Amended Credit Agreement in May 2010 in connection with our 2009 tax refund. Therefore, an additional $12.9 million of principal under the Amended Credit Agreement has been classified as current portion of long-term debt in our Consolidated Balance Sheet at November 1, 2009.

     The Amended Credit Agreement limits our ability to pay cash dividends, except in certain specified circumstances, on or prior to October 31, 2010 after which time we may pay any dividend in an amount not to exceed the available amount which is defined as the sum of 50% of the consolidated net income from August 2, 2009 to the end of the most recent fiscal quarter, less 100% of any negative consolidated net income amount, plus net proceeds of property or assets received as capital contributions, less the sum of all dividends, payments or other distributions of such available amounts.

     Term loans under the Amended Credit Agreement bear interest, at our option, as follows:

     (1) Base Rate loans at the Base Rate plus a margin, which for term loans is 5%, until October 30, 2011. After that date, the margin fluctuates based on our leverage ratio and shall be either 5% or 3.5%. As of the first fiscal quarter commencing January 30, 2012, the margin in each case increases by 0.25% per annum on the first day of each fiscal quarter unless the aggregate principal amount of loans outstanding under the Amended Credit Agreement in the immediately preceding fiscal quarter of the Company has been reduced by $3,750,000 (excluding scheduled principal amortization payments), less any prior reductions not previously applied to prevent an increase in the applicable margin, and

     (2) LIBOR loans at LIBOR (having a minimum rate of 2%) plus a margin, which for term loans is 6% until October 30, 2011. After that date, the LIBOR-linked margin fluctuates based on our leverage ratio and shall be either 6% or 4.5%. As of the first fiscal quarter commencing January 30, 2012, the margin in each case increases by 0.25% per annum on the first day of each fiscal quarter unless the aggregate principal amount of term loans outstanding under the Amended Credit Agreement in the immediately preceding fiscal quarter of the Company has been reduced by $3,750,000 (excluding scheduled principal amortization payments), less any prior reductions not previously applied to prevent an increase in the applicable margin.

     Overdue amounts will bear interest at a rate that is 2% higher than the rate otherwise applicable. “Base rate” is defined as the highest of the Wachovia Bank, National Association prime rate or the overnight Federal Funds rate plus 0.5% and 3.0% and “LIBOR” is defined as the applicable London interbank offered rate adjusted for reserves. The applicable margin until October 30, 2011 will be 5.00% on base rate loans and 6.00% on LIBOR loans under the Amended Credit Agreement.

48

     In accordance with guidance that has been codified under ASC Topic 470-50, Debt — Modifications and Extinguishments, we accounted for the amendment to our Amended Credit Agreement as a modification, and we have expensed $6.4 million of legal and other professional fees paid to third-parties in connection with amending the facility in fiscal 2009.

     During June 2006, we entered into an interest rate swap agreement relating to $160 million of the term credit agreement then in effect, prior to its amendment and restatement as the Amended Credit Agreement due June 2010. At November 1, 2009 and November 2, 2008, the notional amount of the interest rate swap agreement was $65 million and $105 million, respectively. See Note 12 for further information.

ABL Facility

     Concurrently with the closing of the Equity Investment, on October 20, 2009, the subsidiaries of the Company, NCI Group, Inc. and Robertson-Ceco II Corporation and the Company entered into the ABL Facility, a loan and security agreement for a $125.0 million asset-based loan facility. The ABL Facility allows us an aggregate maximum borrowing of up to $125.0 million. Borrowing availability on the ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of qualified cash, eligible inventory and eligible accounts receivable, less certain reserves and subject to certain other adjustments. At November 1, 2009, our excess availability under the ABL Facility was $70.4 million. The ABL Facility has a maturity of April 20, 2014 and includes borrowing capacity of up to $25 million for letters of credit and up to $10 million for swingline borrowings.

     An unused commitment fee is paid monthly on the ABL Facility at an annual rate of 1% through May 1, 2010 and thereafter at 1% or, if the average daily balance of the loans and letters of credit obligations for a given month is higher than 50% of the maximum credit then available, 0.75%. The calculation is determined on the amount by which the maximum credit exceeds the average daily principal balance of outstanding loans and letter of credit obligations. Additional customary fees in connection with the ABL Facility also apply.

     The ABL Facility limits our ability to pay cash dividends, except in certain specified circumstances, prior to October 20, 2010, after which time we may pay dividends in the aggregate amount not to exceed the available amount which is defined as the sum of 50% of the adjusted consolidated net income from August 3, 2009 to the end of the most recent fiscal quarter and subject to there being no event default and the satisfaction of either certain excess availability conditions or a fixed charge coverage ratio.

     The obligations under the ABL Facility are secured by a first priority lien on 100% of our accounts receivable, inventory, certain deposit accounts and our associated intangibles, subject to certain exceptions, and a second priority lien on the assets securing the term loans under the Amended Credit Agreement on a first-lien basis.

     The ABL Facility contains a number of covenants that, among other things, limit or restrict our ability to dispose of assets, incur additional indebtedness, incur guarantee obligations, engage in sale and leaseback transactions, prepay other indebtedness, modify organizational documents and certain other agreements, create restrictions affecting subsidiaries, make dividends and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business and engage in certain transactions with affiliates.

     Under the ABL Facility, a “Dominion Event” occurs if either an event of default is continuing or excess availability falls below certain levels, during which period, and for certain periods thereafter, the administrative agent may apply all amounts in the Company’s concentration account to the repayment of the loans outstanding under the ABL Facility, subject to the Intercreditor Agreement (described below). In addition, during such Dominion Event, we are required to make mandatory payments on our ABL Facility upon the occurrence of certain events, including the sale of assets and the issuance of debt, in each case subject to certain limitations and conditions set forth in the ABL Facility. If excess availability under the ABL Facility falls below certain levels, our ABL Facility also requires us to satisfy set financial tests relating to our fixed charge coverage ratio.

     The ABL Facility includes a minimum fixed charge coverage ratio of one to one, which will apply if we fail to maintain a specified minimum level of borrowing capacity. The minimum level of borrowing capacity as of November 1, 2009 was $15.0 million.

     Loans under the ABL Facility bear interest, at our option, as follows:

     (1) Base Rate loans at the Base Rate plus a margin, which shall be 3.50% through April 30, 2010 and shall thereafter range from 3.25% to 3.75% depending on the quarterly average excess availability under such facility, and

49

     (2) LIBOR loans at LIBOR plus a margin, which shall be 4.50% through April 30, 2010 and shall thereafter range from 4.25% to 4.75% depending on the quarterly average excess availability under such facility.

     During an event of default, loans under the ABL Facility will bear interest at a rate that is 2% higher than the rate otherwise applicable. “Base rate” is defined as the highest of the Wells Fargo Bank, N.A. prime rate or the overnight Federal Funds rate plus 0.5% and “LIBOR” is defined as the applicable London interbank offered rate adjusted for reserves.

Intercreditor Agreement

     The liens securing the obligations under the Amended Credit Agreement, the permitted hedging agreements and the guarantees thereof are first in priority (as between the Amended Credit Agreement and the ABL Facility) with respect to stock, material real property and assets other than accounts receivable, inventory, certain deposit accounts, associated intangibles and certain other property of the Company and the guarantors, subject to certain exceptions. Such liens are second in priority (as between the Amended Credit Agreement and the ABL Facility) with respect to accounts receivable, inventory, certain deposit accounts, associated intangibles and certain other property of the Company and the guarantors, subject to certain exceptions. The details of the respective collateral rights between lenders under the Amended Credit Agreement and lenders under the ABL Facility are governed by an intercreditor agreement, dated as of the Closing Date, among the borrowers, the term loan administrative agent, the ABL Facility administrative agent and the other parties thereto.

Convertible Notes

     In October 2009, we completed the Exchange Offer to acquire $180 million aggregate principal amount of the Convertible Notes. Approximately 99.9% of the outstanding Convertible Notes were tendered in the Exchange Offer, and holders of Convertible Notes received $500 in cash and 78 shares of our common stock for each $1,000 of Convertible Notes tendered. The proceeds of the Equity Investment were used to pay the cash portion of the Exchange Offer, in an amount of approximately $90.0 million. At November 1, 2009, we had retired all but $0.06 million of the Convertible Notes.

     On December 9, 2009, we provided to holders of Convertible Notes irrevocable notice of our intent to redeem the $0.06 million of remaining Convertible Notes on December 29, 2009. As of December 9, 2009 until December 28, 2009, at the option of any holder of Convertible Notes, we are required to convert the principal amount of such holder’s Convertible Notes, or any portion of such principal amount that is a multiple of $1,000, into cash and fully paid shares of common stock of the Company, in accordance with the terms, procedures and conditions outlined in the indenture pursuant to which the Convertible Notes were issued. As of November 1, 2009, the conversion rate for the Convertible Notes was 4.9824 shares of common stock per $1,000 in principal amount of the Convertible Notes. The terms of our Amended Credit Agreement and our ABL Facility require us to redeem the Convertible Notes by January 15, 2010. We expect to redeem the Convertible Notes by January 15, 2010, but if for any reason, we do not redeem the Convertible Notes by January 15, 2010, this would constitute an event of default under both our Amended Credit Agreement and our ABL Facility.

     As discussed in Note 1 — Adjustment and Nature of Business and Principles of Consolidation, on November 2, 2009, we adopted ASC 470-20 which clarifies the accounting for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASC 470-20 has been applied retrospectively to fiscal years 2005 through 2009 as it relates to our Convertible Notes. The debt and equity components recognized for our Convertible Notes were as follows (in thousands):

	November 1, 2009		November 2, 2008
Principal amount of Convertible Notes	$	59	$	180,000
Unamortized discount		—		9,156
Net carrying amount		59		170,844
Additional paid-in capital		24,473		24,473

     In October 2009, we completed the Exchange Offer to acquire $180 million aggregate principal amount of the Convertible Notes. At November 1, 2010, there was no remaining recognition period of the unamortized discount.

50

     The amount of interest expense recognized and effective interest rate were as follows (in thousands):

	Fiscal Year Ended
	November 1,			November 2,			October 28,
	2009			2008			2007
Contractual coupon interest		3,836			3,804			3,846
Amortization of discount on Convertible Notes		8,394			8,507			7,903
Interest expense	$	12,230		$	12,311		$	11,749
Effective interest rate		7.5	%		7.5	%		7.5	%

     Interest on the Convertible Notes is not deductible for income tax purposes, which creates a permanent tax difference that is reflected in our effective tax rate (as discussed further in Note 17). The Convertible Notes are general unsecured obligations and are subordinated to our present and future senior indebtedness.

     In accordance with guidance that has been codified under ASC Topic 470-50, Debt — Modifications and Extinguishments, we have recorded $85.3 million of debt extinguishment costs and $5.7 million of capitalized equity raising costs.

     The debt extinguishment costs are determined based on the net of the inducement loss and the settlement gain. In accordance with guidance that has been codified under ASC Topic 470-20, Debt — Debt with Conversion and Other Options (“ASC 470-20”), we are required to recognize an expense equal to the fair value of all securities issuable pursuant to the original conversion terms. In accordance with the original conversion terms of the Convertible Notes, the expected fair value of common stock issuable upon conversion is approximately $266.1 million (based on a $12.55 closing stock price for common stock as of October 19, 2009) as compared to the expected fair value of common stock issuable pursuant to the exchange offer of approximately $11.3 million. This resulted in an induced conversion charge of $254.8 million. ASC 470-20 requires us to account for the settlement of the Convertible Notes as a debt extinguishment. When extinguishment debt is required, the reacquisition price of the debt would include the cash payment for the accreted value of the debt and the fair value of the equity instruments issued to settle the conversion spread. The original conversion rate is 4.9824 shares per $1,000 of principal and the exchange of the Convertible Notes results in 78 shares per $1,000 of principal. The change in conversion rate based on a $12.55 closing stock price for common stock as of October 19, 2009 resulted in a gain on settlement of $169.6 million.

Potential Pre-packaged bankruptcy costs

     Costs related to potential pre-packaged bankruptcy are expensed as incurred. During fiscal 2009, we expensed $4.8 million of pre-packaged bankruptcy costs which are included in debt extinguishment and refinancing costs in our Consolidated Statement of Operations. All potential pre-packaged bankruptcy costs were incurred in connection with the Recapitalization Plan and were expensed in fiscal 2009.

Deferred Financing Costs

     At November 1, 2009 and November 2, 2008, the unamortized balance in deferred financing costs was $20.6 million and $1.9 million, respectively. During fiscal 2008, we deferred financing costs of $0.9 million related to the Recapitalization Plan which was included in prepaid expenses and other assets in the Consolidated Balance Sheet.

Insurance Note Payable

     The note payable is related to financed insurance premiums and, as of November 1, 2009 we had outstanding a note payable in the amount of $0.5 million. Insurance premium financings are generally secured by the unearned premiums under such policies.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts of cash and cash equivalents, trade accounts receivable and accounts payable approximate fair value as of November 1, 2009 and November 2, 2008 because of the relatively short maturity of these instruments. The fair values of the remaining financial instruments recognized on our Consolidated Balance Sheets at the respective fiscal year ends were:

	November 1, 2009				November 2, 2008
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
	(In thousands)				(In thousands)
2.125% Convertible Senior Subordinated Notes	$	59	$	97	$	170,844	$	149,456
$150 Million Amended Credit Agreement	$	150,000	$	138,000		—		—
$400 Million Credit Agreement		—		—	$	293,200	$	251,980

51

     The fair value of the Convertible Notes was determined from the market rates as of the last trading day prior to our fiscal year end. The fair value of each of the Amended Credit Agreement and the Credit Agreement was based on recent trading activities of comparable market instruments.

12. DERIVATIVE INSTRUMENT AND HEDGING STRATEGY

Interest Rate Risk

     We are exposed to interest rate risk associated with fluctuations in the interest rates on our variable interest rate debt. In order to manage this risk, on June 15, 2006, we entered into a forward interest rate swap agreement (“Swap Agreement”) hedging a portion of our $400 million Credit Agreement with a notional amount of $160 million beginning October 11, 2006. The notional amount decreased to $145 million on October 11, 2007, decreased to $105 million on October 14, 2008 and decreased again to $65 million on October 13, 2009. The term of the Swap Agreement expires on June 17, 2010. Under the Swap Agreement, we will pay a fixed rate of 5.55% on a quarterly basis in exchange for receiving floating rate payments based on the three-month LIBOR rate. We designated the Swap Agreement as a cash flow hedge. The fair value of the Swap Agreement as of November 1, 2009 and November 2, 2008, was a liability of approximately $2.2 million and $3.9 million, respectively, and is included in other accrued expenses in the Consolidated Balance Sheet. The fair value of the Swap Agreement excludes accrued interest and takes into consideration current interest rates and current creditworthiness of us or the counterparty, as applicable.

     During the fourth quarter of fiscal 2009, in connection with our refinancing and Amended Credit Agreement, we modified the terms of the Credit Agreement to include a 2% LIBOR minimum market interest rate. Based on the current expected LIBOR rates over the remaining term of the Swap Agreement, the forecasted market rate interest payments have been effectively converted to fixed rate interest payments making the Swap Agreement both ineffective and the underlying hedged cash flow no longer probable. Therefore, during fiscal 2009, we reclassified to interest expense the remaining $3.1 million of deferred losses recorded to accumulated other comprehensive income (loss). For fiscal 2009, we have reduced interest expense by $2.5 million as a result of the changes in fair value of the hedge and we reclassified $4.8 million into earnings as a result of the discontinuance of the hedge designation of the Swap Agreement.

Embedded Derivative Bifurcated From Convertible Preferred Stock (See Note 14)

     The terms of the Convertible Preferred Stock include a default dividend rate of 3% per annum if, with certain exceptions, we fail to (1) pay holders of Convertible Preferred Stock, on an as-converted basis, in cash, dividends paid on shares of our common stock; (2) following the date that there are no Convertible Notes outstanding, pay, in cash or kind, any dividend (other than dividends payable pursuant to the preceding clause (1)) payable to holders of Preferred Shares pursuant to the Certificate of Designations, Preferences and Rights of the Series B Cumulative Convertible Participating Preferred Stock (the “Certificate of Designations”) on the applicable quarterly dividend payment date; (3) after June 30, 2010, reserve and keep available for issuance the number of shares of our common stock equal to 110% of the number of shares of common stock issuable upon conversion of all outstanding shares of Convertible Preferred Stock; (4) maintain the listing of our common stock on the New York Stock Exchange or another U.S. national securities exchange; (5) comply with our obligations to convert the Convertible Preferred Stock in accordance with our obligations under the Certificate of Designations; (6) redeem Convertible Preferred Stock in compliance with the Certificate of Designations; or (7) comply with any dividend payment restrictions with respect to junior securities dividends. If, at a time when a 3% per annum default dividend rate is in effect after June 30, 2011 we fail to reserve and keep available authorized common shares pursuant to the terms of the Certificate of Designations the default dividend rate shall increase to 6% until such default is no longer continuing. The default dividend represents an embedded derivative which is bifurcated from the Equity Investment host contract. See Note 14 for further discussion of the Convertible Preferred Stock Investment Agreement.

     To determine the level 3 fair value of the embedded derivative, we used a probability-weighted discounted cash flow model and assigned probabilities for each qualified default event. At November 1, 2009, we recorded the fair value of the embedded derivative of $1.0 million in other accrued liabilities on the Consolidated Balance Sheet. The majority of the value of the derivative was derived from the default dividend rate. As discussed further in Note 14, our majority equity holder has stated its intent to vote for the proposed reverse stock split. As this event is expected to occur in the second quarter of fiscal 2010, the value of this derivative is expected to decrease substantially in fiscal 2010. The change in fair value in other income and expense was inconsequential in fiscal 2009.

     At November 1, 2009 and November 2, 2008, the fair value carrying amount of our derivative instruments were recorded as follows (in thousands):

52

	Liability Derivatives
		November 1, 2009		November 2, 2008
	Balance Sheet Location	Fair Value		Fair Value
Derivative designated as hedging instrument under ASC 815:
Interest rate contract	Other long-term liabilities	$	—	$	3,928
Derivatives not designated as hedging instruments under ASC 815:
Interest rate contract	Other accrued expenses	$	2,208	$	—
Embedded derivative	Other accrued expenses		1,041		—
Total derivatives not designated as hedging instrument under ASC 815		$	3,249	$	3,928
Total derivatives		$	3,249	$	3,928

     The effect of derivative instruments on the Consolidated Statement of Income for the fiscal years ended November 1, 2009 and November 2, 2008 was as follows (in thousands):

Amount of Loss Reclassified

from Accumulated

Amount of Loss Recognized

Location of Loss Reclassified

OCI into Income

Derivative in ASC

in OCI on Derivative

from Accumulated OCI

(Effective Portion)

815 Cash Flow Hedging

(Effective Portion)

into Income (Loss)

November 1,

November 2,

Relationship

November 1, 2009

November 2, 2008

(Effective Portion)

2009

2008

Interest rate contract

$

(739

)

$

(428

)

Interest expense

$

(1,756

)

$

—

	Amount of Loss Recognized
Derivatives Not Designated as Hedging	in Income (Loss) on Derivative					Location of Loss Recognized in Income
Instruments Under ASC 815	November 1, 2009			November 2, 2008		(Loss) on Derivative
Interest rate contract	$	(3,072	)	$	—	Interest expense

     At November 2, 2008, accumulated other comprehensive loss associated with the Swap Agreement previously qualifying for hedge accounting treatment was $(2.4) million, net of income tax effects.

13. FAIR VALUE MEASUREMENTS

     Effective November 3, 2008, we adopted the guidance that has been codified under ASC 820-10 related to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 applies to other accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements. The adoption of these provisions did not have a material effect on our consolidated financial statements.

     ASC 820-10 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820-10 requires us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

     Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.

     Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs.

     Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities.

     The following table summarizes information regarding our financial assets and liabilities that are measured at fair value as of November 1, 2009 (in thousands):

	Level 1			Level 2			Level 3			Total
Assets:
Short-term investments in deferred compensation plan(1)	$	3,359			—			—			3,359
Liabilities:
Deferred compensation plan liability	$	(3,480	)		—			—			(3,480	)
Interest rate contract		—			(2,208	)		—			(2,208	)
Embedded derivative		—			—			(1,041	)		(1,041	)
Total liabilities	$	(3,480	)		(2,208	)		(1,041	)		(6,729	)

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(1) Unrealized holding gains (losses) for the fiscal years ended November 1, 2009 and November 2, 2008 was $0.9 million and $(1.1) million, respectively. These unrealized holding gains (losses) are primarily offset by changes in the deferred compensation plan liability.

     The following table summarizes the activity in Level 3 financial instruments during fiscal 2009:

	November 1,
	2009
Beginning balance	$	—
Addition		(1,041	)
Ending balance	$	(1,041	)

14. SERIES B CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK

Execution of Investment Agreement

     On August 14, 2009, the Company entered into an Investment Agreement (as amended, the “Investment Agreement”), by and between the Company and Clayton, Dubilier & Rice Fund VIII, L.P. (“CD&R Fund VIII”), pursuant to which the Company agreed to issue and sell to CD&R Fund VIII, and CD&R Fund VIII agreed to purchase from the Company, for an aggregate purchase price of $250 million (less reimbursement to CD&R Fund VIII or direct payment to its service providers of up to $14.5 million in the aggregate of transaction expenses and a deal fee, paid to Clayton, Dubilier & Rice, Inc. (“CD&R, Inc.”), the manager of CD&R Fund VIII, of $8.25 million), 250,000 Preferred Shares. Pursuant to the Investment Agreement, on October 20, 2009 (the “Closing Date”), the Company issued and sold to the CD&R Funds, and the CD&R Funds purchased from the Company, an aggregate of 250,000 Preferred Shares, representing approximately 39.2 million common shares or 68.4% of the voting power and common stock of the Company on an as-converted basis.

Certain Terms of the Convertible Preferred Stock

     In connection with the consummation of the Equity Investment, on October 19, 2009 we filed the Certificate of Designations, setting forth the terms, rights, obligations, and preferences of the Convertible Preferred Stock.

     Liquidation Value. Each Convertible Preferred Share has an initial liquidation preference of $1,000.

     Rank. The Convertible Preferred Stock ranks senior as to dividend rights and liquidation to the common stock of the company and all other classes of capital or series of our Company’s preferred stock and junior to each class or series of equity securities of the Company, whether currently issued or issued in the future, that by its terms ranks senior to the Convertible Preferred Stock.

     Dividends. Dividends on the Convertible Preferred Stock are payable, on a cumulative daily basis, as and if declared by the our board of directors, at a rate per annum of 12% of the liquidation preference of $1,000 per Preferred Share if paid in-kind or at a rate per annum of 8% of the liquidation preference of $1,000 per Preferred Share if paid in cash. Members of our board of directors who are independent of directors affiliated with the CD&R Funds, have the right to choose whether dividends are paid in cash or in-kind, subject to the conditions of the Amended Credit Agreement and ABL Facility including being limited in our ability to pay cash dividends until the first quarter of fiscal 2011 under the Amended Credit Agreement and until October 20, 2010 under the ABL Facility, except for certain specified purposes.

     The dividend rate will increase by 3% per annum above the rates described in the preceding paragraph upon and during certain specified defaults and, after June 30, 2011, will increase by up to 6% per annum above the rates described in the preceding paragraph upon and during any such specified default if due to the failure to have sufficient authorized and unissued shares of common stock of the Company to convert all outstanding Preferred Shares.

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     In addition to any dividends declared and paid as described in the preceding paragraphs, holders of the outstanding Preferred Shares also have the right to participate equally and ratably, on an as-converted basis, with the holders of shares of common stock of the Company in all cash dividends and distributions paid on the common stock.

     If, at any time after the 30-month anniversary of the Closing Date, the trading price of the common stock of the Company exceeds 200% of the initial conversion price (as defined in the Certificate of Designations) for each of 20 consecutive trading days, the dividend rate (excluding any applicable adjustments as a result of a default) will become 0.00%. However, this does not preclude the payment of default dividends after the 30-month anniversary of the Closing Date. We expect the dividend for each quarter of fiscal 2010 to be paid in-kind as a result of certain restrictions on our Amended Credit Agreement and ABL Facility and have, therefore, accrued a pro rata 12% rate per annum. See Note 10 for more information on our Amended Credit Agreement and ABL Facility.

     Convertibility and Antidilution Adjustments. To the extent that we have authorized but unissued shares of common stock, holders of Preferred Shares will have the right, at any time and from time to time, at their option, to convert any or all of their Preferred Shares, in whole or in part, into fully paid and non-assessable shares of our common stock at the conversion price, initially equal to $6.3740 and subject to adjustment as set forth in the Certificate of Designations. The number of shares of common stock of the Company into which a Preferred Share can be convertible is determined by dividing the liquidation preference in effect at the time of conversion by the conversion price in effect at the time of conversion.

     The conversion price is subject to customary anti-dilution adjustments, including stock dividends and issuance of our common stock at a price below the then-current market price and, within the first three years after the Closing Date, issuances of our common stock below the conversion price.

     Vote. Holders of Preferred Shares generally are entitled to vote with the holders of the shares of our common stock on all matters submitted for a vote of holders of shares of our common stock (voting together with the holders of shares of our common stock as one class) and are entitled to a number of votes equal to the number of votes to which shares of common stock issuable upon conversion of such available Preferred Shares would have been entitled (without any limitations based on our authorized but unissued shares of our common stock) if such shares of our common stock had been outstanding at the time of the applicable vote and related record date.

     Additionally, certain matters require the approval of the holders of a majority of the outstanding available Preferred Shares, voting as a separate class, including (1) amendments or modifications to the Company’s Certificate of Incorporation, by-laws or the Certificate of Designation, (2) authorization, creation, increase in the authorized amount of, or issuance of any class or series of senior securities or any security convertible into, or exchangeable or exercisable for, shares of senior securities and (3) any increase or decrease in the authorized number of Preferred Shares or the issuance of additional Preferred Shares, subject to certain exceptions.

     Milestone Redemption Right. The Company has the right, at any time on or after the tenth anniversary of the Closing Date, to redeem in whole, but not in part, all then-issued and outstanding shares of Convertible Preferred Stock in accordance with the procedures set forth in the Certificate of Designations. Any holder of Convertible Preferred Stock has the right, at any time on or after the tenth anniversary of the Closing Date, to require that the Company redeem all, but not less than all, of its shares of Convertible Preferred Stock in accordance with the procedures set forth in the Certificate of Designations.

     Change of Control Redemption Right. Upon a Change of Control (as defined in the Certificate of Designations), so long as the CD&R Funds do not own 45% or more of the voting power of the Company or are otherwise able to designate a majority of the directors on the board of directors, holders of Preferred Shares are able to require redemption by the Company, in whole but not in part, of the Convertible Preferred Stock (1) if redeemed after the fourth anniversary of the Closing Date, at the liquidation value of such Preferred Shares or (2) if redeemed prior to the fourth anniversary of the Closing Date, at the liquidation value of such Preferred Shares plus a make-whole premium equal to the net present value of the sum of all dividends that would otherwise be payable on and after the redemption date, to and including such fourth anniversary date, assuming that such dividends are paid in cash.

     In the event of a merger or other business combination in which the holders of shares of our common stock receive cash or securities of an unaffiliated entity as consideration for such shares, if the holder of Preferred Shares does not exercise the change of control redemption right as described above, such holder will be entitled to receive, pursuant to such merger or business combination, the consideration such holder would have received for its Preferred Shares had it converted such shares immediately prior to the merger or business combination transaction.

     Restriction on Dividends on Junior Securities. Except for ordinary cash dividends and dividends payable solely in shares of our common stock or other junior securities, the Company is prohibited from paying any dividend with respect to the our common stock or other junior securities or repurchasing or redeeming any shares of our common stock or other junior securities, unless, in each case,

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we have sufficient access to lawful funds immediately following such action such that we would be legally permitted to redeem in full all Preferred Shares then outstanding.

Accounting for Convertible Preferred Stock

     In accordance with guidance that has been codified under ASC Topic 815, Derivatives and Hedging, and ASC Topic 480, Distinguishing Liabilities from Equity, we classified the Convertible Preferred Stock as mezzanine equity because the Convertible Preferred Stock (1) can be settled in cash or common shares, (2) contains change of control rights allowing for early redemption, and (3) contains Milestone Redemption Rights which allow the convertible preferred stock to remain outstanding without a stated maturity date.

     In addition, the Convertible Preferred Stock includes features that are required to be bifurcated and recorded at fair value. We classified the Convertible Preferred Stock as an equity host contract because of (1) the voting rights, (2) the participating dividends on common stock and mandatory, cumulative preferred stock dividends, and (3) the Milestone Redemption Right which allows the convertible preferred stock to remain outstanding without a stated maturity date. We then determined that the conditions resulting in the application of the default dividend rate are not clearly and closely related to this equity host contract and we bifurcated and separately recorded these features at fair value (See Note 12 Derivative Instruments and Hedging Strategy).

     The Convertible Preferred Stock, at execution, was recorded with a book value of $221.6 million which is the $250.0 million initial liquidation preference less $27.7 million of direct transaction costs and $0.6 million for the fair value, net of income tax, of the bifurcated embedded derivative liability related to the dividend default rate. The $28.4 million difference between the book value and the initial liquidation preference is accreted using the effective interest rate method from the execution of the contract to the Milestone Redemption Right date or 10 years. The accretion recorded for fiscal 2009 is $0.1 million.

     Because the dividends accrue and accumulate on a daily basis and are included in the liquidation preference, accrued dividends are recorded into Convertible Preferred Stock. Dividends are accrued at the 12% paid in-kind rate and increased the Convertible Preferred Stock by $1.1 million during fiscal 2009. As such, as of November 1, 2009, the book value of our Convertible Preferred Stock is $222.8 million.

     In accordance with guidance that has been codified under ASC Topic 470-20, Debt with Conversion and Other Options, the Convertible Preferred Stock contains a beneficial conversion feature because it was issued with a conversion price of $6.3740 per common share equivalent and the closing stock price per common share just prior to the execution of the Equity Investment was $12.55. The intrinsic value of the beneficial conversion feature cannot exceed the issuance proceeds of the Convertible Preferred Stock less the cash paid to the CDR Funds, and thus is $241.4 million. At November 1, 2009, 1.6 million of the potentially 39.2 million common shares, if converted, are authorized and unissued. Therefore, $10.5 million of the beneficial conversion feature was recognized in fiscal 2009. The remaining $230.9 million of the beneficial conversion feature will be recognized when the contingency related to the availability of authorized shares is resolved.

     As of November 1, 2009, the Preferred Shares are convertible into 39.2 million shares of common stock, at a conversion price of $6.3740. However, as of that date, only approximately 1.6 million shares of common stock were authorized and unissued, and therefore, the CD&R Funds may not fully convert the Preferred Shares. To the extent that the CD&R Funds opt to convert their Preferred Shares, as of November 1, 2009, their conversion right was limited to conversion of their Preferred Shares into the approximately 1.6 million shares of common stock that are currently authorized and unissued. We intend to submit to a shareholder vote, at our annual meeting of shareholders, a proposal to amend the Company’s certificate of incorporation to effect a reverse stock split of the common stock of the Company. We expect the shareholders to vote in favor of the reverse stock split at the annual meeting and we expect that, following the completion of the reverse stock split, the CD&R Funds will be able to convert 100% of their Preferred Shares into shares of common stock.

15. RELATED PARTIES

     Pursuant to the Investment Agreement and a Stockholders Agreement (the “Stockholders Agreement”), dated as of the Closing Date between the Company and the CD&R Funds, the CD&R Funds have the right to designate a number of directors to our board of directors that is equivalent to the CD&R Funds’ percentage interest in the Company. Among other directors appointed by the CD&R Funds, our board of directors appointed to the board of directors James G. Berges, Nathan K. Sleeper and Jonathan L. Zrebiec. Messrs. Berges and Sleeper are partners and Mr. Zrebiec is a principal of Clayton, Dubilier & Rice, LLC, (“CD&R, LLC”), an affiliate of the CD&R Funds.

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     As a result of their respective positions with CD&R, LLC and its affiliates, one or more of Messrs. Berges, Sleeper and Zrebiec may be deemed to have an indirect material interest in certain agreements executed in connection with the Equity Investment. Messrs. Berges, Sleeper and Zrebiec may be deemed to have an indirect material interest in the following agreements:

• the Investment Agreement, pursuant to which the CD&R Funds acquired a 68.4% interest in the Company, CD&R Fund VIII’s transaction expenses were reimbursed and a deal fee of $8.25 million was paid to CD&R, Inc., which indirectly controls CD&R, LLC, on the Closing Date;

• the Stockholders Agreement, which sets forth certain terms and conditions regarding the Equity Investment and the CD&R Funds’ ownership of the Preferred Shares, including certain restrictions on the transfer of the Preferred Shares and the shares of our common stock issuable upon conversion thereof and on certain actions of the CD&R Funds and their controlled affiliates with respect to the Company, and to provide for, among other things, subscription rights, corporate governance rights and consent rights as well as other obligations and rights;

• a Registration Rights Agreement, dated as of the Closing Date (the “Registration Rights Agreement”), between the Company and the CD&R Funds, pursuant to which the Company granted to the CD&R Funds, together with any other stockholder of the Company that may become a party to the Registration Rights Agreement in accordance with its terms, certain customary registration rights with respect to the shares of our common stock issuable upon conversion of the Preferred Shares; and

• an Indemnification Agreement, dated as of the Closing Date between the Company, NCI Group, Inc., a wholly owned subsidiary of the Company, Robertson-Ceco II Corporation, a wholly owned subsidiary of the Company, the CD&R Funds and Clayton, Dubilier & Rice, Inc., pursuant to which the Company, NCI Group, Inc. and Robertson-Ceco II Corporation agreed to indemnify CD&R, Inc., the CD&R Funds and their general partners, the special limited partner of CD&R Fund VIII and any other investment vehicle that is a stockholder of the Company and is managed by CD&R, Inc. or any of its affiliates, their respective affiliates and successors and assigns and the respective directors, officers, partners, members, employees, agents, representatives and controlling persons of each of them, or of their respective partners, members and controlling persons, against certain liabilities arising out of the Equity Investment and transactions in connection with the Equity Investment, including, but not limited to, the Amended Credit Agreement, the ABL Facility, the Exchange Offer, and certain other liabilities and claims.

16. GOODWILL AND OTHER INTANGIBLE ASSETS

     In accordance with guidance that has been codified under ASC Topic 350, Intangibles — Goodwill and Other, goodwill is tested for impairment at least annually at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. Management has determined that we have six reporting units for the purpose of allocating goodwill and the subsequent testing of goodwill for impairment. Our metal components and engineered building systems segments are each split into two reporting units and the metal coil coating segment is its own reporting unit for goodwill impairment testing purposes.

     Subsequent to our fiscal 2008 annual assessment of the recoverability of goodwill and indefinite lived intangibles, and beginning largely in late September, our stock price and market capitalization decreased from $182.55 and $720.3 million, respectively, at July 27, 2008 to $93.05 and $367.3 million, respectively, at November 2, 2008. We evaluated whether the recent decline in our stock price and market capitalization represents a significant decline in the underlying fair value of the Company. Based upon our analysis we concluded that the decline in our stock price and the resulting decline in our market capitalization did not require us to perform an additional goodwill and indefinite lived intangibles impairment test because we did not believe the decline was caused by significant underperformance of the Company relative to historical or projected future operating results, a significant change in the manner of our use of the acquired assets or the strategy for our overall business, or a significant sustained negative industry or economic trend.

     However, based on lower than projected sales volumes in our first quarter of fiscal 2009 and based on a revised lower outlook for non-residential construction activity in 2009, management reduced the Company’s cash flow projections. We concluded that this reduction was an impairment indicator requiring us to perform an interim goodwill impairment test for each of our six reporting units as of February 1, 2009. As a result of this impairment indicator, we updated the first step of our goodwill impairment test in the first quarter of fiscal 2009. The first step of our goodwill impairment test determines fair value of the reporting unit based on a blend of estimated discounted cash flows, publicly traded company multiples and acquisition multiples reconciled to our recent publicly traded stock price, including a reasonable control premium. The result from this model was then weighted and combined into a single estimate of fair value. We determined that our carrying value exceeded our fair value at most of our reporting units in each of our operating segments, indicating that goodwill was potentially impaired. As a result, we initiated the second step of the goodwill impairment test which involved calculating the implied fair value of our goodwill by allocating the fair value of the reporting unit to

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all assets and liabilities other than goodwill and comparing it to the carrying amount of goodwill. The fair value of each of the reporting unit’s assets and liabilities were determined based on a combination of prices of comparable businesses and present value techniques.

     As of February 1, 2009, we estimated the market implied fair value of our goodwill was less than its carrying value by approximately $508.9 million, which was recorded as a goodwill impairment charge in the first quarter of fiscal 2009. This charge was an estimate based on the result of the preliminary allocation of fair value in the second step of the goodwill impairment test. However, due to the timing and complexity of the valuation calculations required under the second step of the test, we were not able to finalize our allocation of the fair value until the second quarter of fiscal 2009 with regard to property, plant and equipment and intangible assets in which their respective values are dependent on property, plant and equipment. The finalization was included in our goodwill impairment charge in the second quarter of fiscal 2009.

     Further declines in cash flow projections and the corresponding implementation of the Phase III restructuring plan caused management to determine that there was an indicator requiring us to perform another interim goodwill impairment test for each of our reporting units with goodwill remaining as of May 3, 2009. As a result of this impairment indicator, we again performed the first step of our goodwill impairment test in the second quarter of fiscal 2009, the results of which indicated that our carrying value exceeded our fair value at most of our reporting units with goodwill remaining, indicating that goodwill was potentially impaired. As a result, we initiated the second step of the goodwill impairment test. As of May 3, 2009, we determined the market implied fair value of our goodwill was less than the carrying value for certain reporting units by approximately $102.5 million, which has been recorded as a goodwill impairment charge in the second quarter of fiscal 2009.

     At the beginning of the fourth quarter of each fiscal year, we perform an annual assessment of the recoverability of goodwill and indefinite lived intangibles. Additionally, we assess goodwill and indefinite lived intangibles for impairment whenever events or changes in circumstances indicate that such carrying values may not be recoverable. We completed our annual assessment of the recoverability of goodwill and indefinite lived intangibles in the fourth quarter of fiscal 2009 and determined that no further impairments of our goodwill or long-lived intangibles were required.

     Our goodwill balance and changes in the carrying amount of goodwill by operating segment are as follows (in thousands):

	Metal						Engineered
	Coil			Metal			Building
	Coating			Components			Systems			Total
Balance as of October 28, 2007	$	98,959		$	149,180		$	368,261		$	616,400
Transfer(1)		—			(1,940	)		1,940			—
Other		—			—			226			226
Balance as of November 2, 2008	$	98,959		$	147,240		$	370,427		$	616,626
Impairments		(98,959	)		(147,240	)		(365,227	)		(611,426	)
Balance as of November 1, 2009	$	—		$	—		$	5,200		$	5,200

(1) During the fourth quarter of fiscal 2008, we changed the reporting structure and management team responsibilities to better align certain of our products in order to respond effectively to current market opportunities. As a result of this change, certain amounts of goodwill have been transferred accordingly. Fiscal 2007 segment presentation has been reclassified to conform to fiscal 2008 presentation.

     The following table represents all our intangible assets activity for the fiscal years ended November 1, 2009 and November 2, 2008 (in thousands):

	Range of		November 1,			November 2,
	Life (Years)		2009			2008
Amortized intangible assets:
Cost:
Trade names		15	$	5,588		$	5,588
Backlog		1		3,019			3,019
Customer lists and relationships		15		8,710			8,710
Non-competition agreements		5-10		8,132			8,132
Property rights		7		990			990
			$	26,439		$	26,439
Accumulated Amortization:
Trade names			$	(1,719	)	$	(1,345	)
Backlog				(3,019	)		(3,019	)
Customer lists and relationships				(1,937	)		(1,356	)
Non-competition agreements				(4,236	)		(3,273	)
Property rights				(613	)		(472	)
			$	(11,524	)	$	(9,465	)
Net book value			$	14,915		$	16,974
Indefinite-lived intangible assets:
Trade names, beginning of year			$	24,704		$	24,704
Impairments				(11,249	)		—
Trade names, end of year				13,455			24,704
Total intangible assets at net book value			$	28,370		$	41,678

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     RCC’s Star and Ceco trade name assets have an indefinite life and are not amortized, but are reviewed annually and tested for impairment. The RCC trade names were determined to have indefinite lives due to the length of time the trade names have been in place, with some having been in place for decades. Our past practice with other significant acquisitions and current intentions are to maintain the trade names indefinitely.

     As a result of the aforementioned goodwill impairment indicators and in accordance with SFAS 142, we performed an impairment analysis on our indefinite lived intangible asset related to RCC’s trade names in our engineered building systems segment to determine the fair value. Based on changes to our projected cash flows in the first quarter of fiscal 2009 and based on the lower projected cash flows and related Phase III restructuring plan in the second quarter of fiscal 2009, we determined the carrying cost exceeded the future fair value attributable to the intangible asset, and recorded impairment charges of $8.7 million in the first quarter of fiscal 2009 and $2.4 million in the second quarter of fiscal 2009 related to the intangible asset.

     All other intangible assets are amortized on a straight-line basis over their expected useful lives. As of November 1, 2009, the weighted average amortization period for all our intangible assets was 13.3 years.

     Amortization expense of intangibles was $2.1 million, $2.2 million and $3.4 million for fiscal 2009, 2008 and 2007, respectively. We expect to recognize amortization expense over the next five fiscal years as follows (in thousands):

2010	$	2,058
2011		2,058
2012		1,746
2013		1,563
2014		1,563

     In accordance with SFAS 142, we evaluate the remaining useful life of these intangible assets on an annual basis. We also review for recoverability when events or changes in circumstances indicate the carrying values may not be recoverable in accordance with guidance that has been codified under ASC Topic 360, Property, Plant and Equipment.

17. INCOME TAXES

     Income tax expense is based on pretax financial accounting income. Deferred income taxes are recognized for the temporary differences between the recorded amounts of assets and liabilities for financial reporting purposes and such amounts for income tax purposes. The income tax provision (benefit) for the fiscal years ended 2009, 2008 and 2007, consisted of the following (in thousands):

	Fiscal Year Ended
	November 1,			November 2,			October 28,
	2009			2008			2007
Current:
Federal	$	(28,706	)	$	44,330		$	42,369
State		(1,366	)		6,903			5,817
Total current		(30,072	)		51,233			48,186
Deferred:
Federal		(23,545	)		(3,005	)		(9,336	)
State		(3,296	)		(222	)		(971	)
Total deferred		(26,841	)		(3,227	)		(10,307	)
Total provision (benefit)	$	(56,913	)	$	48,006		$	37,879

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     The reconciliation of income tax computed at the United States federal statutory tax rate to the effective income tax rate is as follows:

	Fiscal Year Ended
	November 1,			November 2,			October 28,
	2009			2008			2007
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
State income taxes		3.3	%		3.5	%		3.4	%
Non-deductible goodwill impairment		(27.0	)%		—			—
Canadian valuation allowance		(0.1	)%		1.3	%		0.8	%
Non-deductible interest expense		(0.2	)%		1.2	%		1.5	%
Production activities deduction		—			(2.0	)%		(1.1	)%
Premium on Convertible Notes exchange offer		(4.1	)%		—			—
Other		0.1	%		0.6	%		(0.3	)%
Effective tax rate		7.0	%		39.6	%		39.3	%

     The decrease in our effective tax rate for the fiscal year ended November 1, 2009 as compared to the prior year period was primarily due to the following:

• The $611.4 million goodwill impairment charges discussed in Note 16 — Goodwill and Other Intangible Assets.

• The $85.3 million premium paid on the exchange offer to retire our Convertible Notes which is not deductible.

     Deferred income taxes reflect the net impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. The tax effects of the temporary differences for fiscal 2009 and 2008 are as follows (in thousands):

	As of			As of
	November 1,			November 2,
	2009			2008
Deferred tax assets:
Inventory obsolescence	$	1,008		$	1,281
Bad debt reserve		2,137			2,115
Accrued and deferred compensation		11,545			14,212
Accrued insurance reserves		1,878			2,211
Deferred revenue		6,266			6,712
Interest rate swap		847			1,508
Net operating loss carryover		6,469			3,943
Depreciation and amortization		454			867
Deferred financing costs		2,390			1,056
Other reserves		725			218
Total deferred tax assets		33,719			34,123
Less valuation allowance		(5,018	)		(4,972	)
Net deferred tax assets		28,701			29,151
Deferred tax liabilities:
Depreciation and amortization		(25,420	)		(51,511	)
Pension		(2,566	)		—
Other		(776	)		(359	)
Total deferred tax liabilities		(28,762	)		(51,870	)
Net deferred tax liability	$	(61	)	$	(22,719	)

     There were no amounts of accrued income taxes payable included in other accrued expenses at November 1, 2009. Other accrued expenses include accrued income taxes payable of $4.9 million at November 2, 2008.

     We carry out our business operations through legal entities in the U.S., Canada and Mexico. These operations require that we file corporate income tax returns that are subject to U.S., state and foreign tax laws. We are subject to income tax audits in these multiple jurisdictions.

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     The entire U.S. federal net operating loss will be fully utilized through carryback against taxable income generated in fiscal 2008 and 2007. Our foreign operations have a net operating loss carryforward of approximately $15.6 million that will start to expire in fiscal 2025 if unused. The utilization of these losses is uncertain and we currently have a full valuation allowance against the deferred tax asset related to this loss carryforward. Of the $5.0 million valuation allowance, $3.3 million was recorded as part of the purchase accounting related to the acquisition of RCC. The following table represents the rollforward of the valuation allowance on deferred taxes activity for the fiscal years ended November 1, 2009, November 2, 2008 and October 28, 2007 (in thousands):

	November 1,		November 2,		October 28,
	2009		2008		2007
Beginning balance	$	4,972	$	4,603	$	3,171
Additions		46		369		1,432
Ending balance	$	5,018	$	4,972	$	4,603

ASC 740-10

     Prior to fiscal 2008, in evaluating the exposures connected with the various tax filing positions, the company established an accrual when, despite management’s belief that the company’s tax return positions are supportable, management believed that certain positions may be successfully challenged and a loss was probable. When facts and circumstances changed, these accruals were adjusted.

     We adopted guidance that has been codified under ASC Topic 740-10, Income Taxes — Overall (“ASC 740-10”) on October 29, 2007. The cumulative effect of adopting ASC 740-10 was recorded as of October 29, 2007 as a decrease to retained earnings of $0.4 million. The total amount of unrecognized tax benefit at November 1, 2009 was $0.7 million, of which $0.7 million would impact the Company’s effective tax rate if recognized. The total amount of unrecognized tax benefits at November 2, 2008 was $1.3 million, of which $0.9 million would impact the Company’s effective tax rate if recognized. We do not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.

     The following table summarizes the activity related to the Company’s unrecognized tax benefits during fiscal 2009 and 2008 (in thousands):

	November 1,			November 2,
	2009			2008
Unrecognized tax benefits at beginning of year	$	1,321		$	864
Additions for tax positions related to prior years		239			590
Reductions due to lapse of applicable statute of limitations		(875	)		(133	)
Unrecognized tax benefits at end of year	$	685		$	1,321

     We recognize interest and penalties related to uncertain tax positions in income tax expense. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. We did not have a material amount of accrued interest and penalties related to uncertain tax positions as of November 1, 2009.

     We file income tax returns in the U.S. federal jurisdiction and multiple state and foreign jurisdictions. Our tax years are closed with the IRS through the year ended October 30, 2005 as the statute of limitations related to these tax years has closed. In addition, open tax years related to state and foreign jurisdictions remain subject to examination but are not considered material.

18. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

     Accumulated other comprehensive (loss) income consists of the following (in thousands):

	November 1,			November 2,
	2009			2008
Foreign exchange translation adjustments	$	391		$	589
Defined benefit pension plan		(9,250	)		391
Unrealized losses on interest rate swap		—			(2,420	)
Accumulated other comprehensive (loss) income	$	(8,859	)	$	(1,440	)

19. OPERATING LEASE COMMITMENTS

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     We have operating lease commitments expiring at various dates, principally for real estate, office space, office equipment and transportation equipment. Certain of these operating leases have purchase options that entitle us to purchase the respective equipment at fair value at the end of the lease. In addition, many of our leases contain renewal options at rates similar to the current arrangements. As of November 1, 2009, future minimum rental payments related to noncancellable operating leases are as follows (in thousands):

2010	$	7,162
2011		4,603
2012		2,142
2013		577
2014		465
Thereafter		1,474

     Rental expense incurred from operating leases, including leases with terms of less than one year, for fiscal 2009, 2008 and 2007 was $11.9 million, $12.4 million and $12.2 million, respectively.

20. STOCK REPURCHASE PROGRAM

     Our board of directors has authorized a stock repurchase program. Subject to applicable federal securities law, such purchases occur at times and in amounts that we deem appropriate. Shares repurchased are used primarily for later re-issuance in connection with our equity incentive and 401(k) profit sharing plans. Although we did not repurchase any shares of our common stock during fiscal 2009 and 2008, we did withhold shares of restricted stock to satisfy tax withholding obligations arising in connection with the vesting of awards of restricted stock, which are included in treasury stock purchases in the Consolidated Statements of Stockholders’ Equity. At November 1, 2009, there were 0.1 million shares remaining authorized for repurchase under the program. While there is no time limit on the duration of the program, our Amended Credit Agreement and ABL Facility apply certain limitations on our repurchase of shares of our common stock. During fiscal 2009, we retired all treasury shares outstanding.

     Changes in treasury common stock, at cost, were as follows (in thousands):

	Number of
	Shares			Amount
Balance, October 28, 2007		518		$	114,373
Purchases		16			2,226
Balance, November 2, 2008		534			116,599
Purchases		35			451
Retirements		(569	)		(117,050	)
Balance, November 1, 2009		—		$	—

21. SHARE-BASED COMPENSATION

     Our 2003 Long-Term Stock Incentive Plan (the “Incentive Plan”) is an equity-based compensation plan that allows us to grant a variety of types of awards, including stock options, restricted stock, restricted stock units, stock appreciation rights, performance share awards, phantom stock awards and cash awards. In fiscal 2009, our stockholders approved the amendment and restatement of the Incentive Plan to increase the number of common stock reserved for issuance under the plan by approximately 1.1 million shares of common stock (before adjustment for the reverse stock split) and provide for the extension of the effective date of the Incentive Plan to 10 years after its approval. As amended, the aggregate number of shares of common stock that may be issued under the plan may not exceed 3.66 million (before adjustment for the reverse stock split).

     In fiscal 2005, our stockholders approved the amendment and restatement of the Incentive Plan, which, among other things, increased the number of shares of common stock reserved for issuance under the plan by approximately 1.1 million shares of common stock (before adjustment for the reverse stock split) and allowed us to grant performance awards, including performance-based cash awards, under the plan. As a general rule, awards terminate on the earlier of (i) 10 years from the date of grant, (ii) 30 days after termination of employment or service for a reason other than death, disability or retirement, (iii) one year after death or (iv) one year for incentive stock options or five years for other awards after disability or retirement. Awards are non-transferable except by disposition on death or to certain family members, trusts and other family entities as the Compensation Committee of our Board of Directors (the “Committee”) may approve. Awards may be paid in cash, shares of our common stock or a combination, in lump sum or installments and currently or by deferred payment, all as determined by the Committee. As of November 1, 2009 and for all periods presented, our share-based awards under these plans have consisted of restricted stock grants and stock option grants, neither of which

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can be settled through cash payments. Both our stock options and restricted stock awards contain only service condition requirements and typically vest over four years, although from time to time certain individuals have received special one-time restricted stock awards that vest at retirement, upon a change of control and on termination without cause or for good reason, as defined by the agreements governing such awards. A total of approximately 113,400 and 99,000 shares were available at November 1, 2009 and November 2, 2008, respectively, under the Incentive Plan for the further grants of awards.

     Since December 2006, the Committee’s policy has been to provide for grants of restricted stock once per year, with the size of the awards based on a dollar amount set by the Committee. For executive officers and designated members of senior management, a portion of the award may be fixed and a portion may be subject to adjustment, up or down, depending on the average rate of growth in NCI’s earnings per share over the three fiscal years ended prior to the award date. The number of shares awarded on the grant date equals the dollar value specified by the Committee (after adjustment with regard to the variable portion) divided by the closing price of the stock on the grant date, or if the grant date is not a trading day, the trading day prior to the grant date. The restricted stock vests ratably over four years. All restricted stock awards to all award recipients, including executive officers, are subject to a cap in value set by the Committee.

     Our option awards and restricted stock awards are typically subject to graded vesting over a service period, which is typically four years. We recognize compensation cost for these awards on a straight-line basis over the requisite service period for the entire award. In addition, certain of our awards provide for accelerated vesting upon qualified retirement, after a change of control or upon termination without cause or for good reason. We recognize compensation cost for such awards over the period from grant date to the date the employee first becomes eligible for retirement. On October 20, 2009, we completed a financial restructuring that resulted in a change of control of the Company. With the exception of certain executive officers who received 2004 Long-Term Restricted Stock Awards that vest in full only on retirement, the vesting of all unvested restricted stock and stock options within our Incentive Plan accelerated upon the change of control. As a result, we recorded $9.1 million in share-based compensation expense upon the accelerated vesting under our Incentive Plan. In December 2008, the Committee determined to change its policy to provide for semi-annual grants of restricted stock in December and June of each year.

     The fair value of each option award is estimated as of the date of grant using a Black-Scholes-Merton option pricing formula. Expected volatility is based on historical volatility of our stock over a preceding period commensurate with the expected term of the option. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield was not considered in the option pricing formula since we historically have not paid dividends and have no current plans to do so in the future. There were no options granted during the fiscal years ended November 1, 2009, November 2, 2008 and October 28, 2007. We have estimated a forfeiture rate of 10% for our non-officers and 0% to 10% for our officers in our calculation of share-based compensation expense for the fiscal years ended November 1, 2009, November 2, 2008 and October 28, 2007. These estimates are based on historical forfeiture behavior exhibited by our employees.

     The following is a summary of stock option transactions during fiscal 2009, 2008 and 2007 (in thousands, except weighted average exercise prices, weighted average remaining life):

				Weighted			Weighted
				Average			Average	Aggregate
	Number of			Exercise			Remaining	Intrinsic
	Shares			Price			Life	Value
Balance October 29, 2006		180		$	137.17
Granted		—			—
Cancelled		––			(178.77	)
Exercised		(31	)		(127.94	)
Balance October 28, 2007		149		$	138.92
Granted		—			—
Cancelled		(3	)		(156.03	)
Exercised		(7	)		(99.28	)
Balance November 2, 2008		139		$	140.45
Granted		—			—
Cancelled		(8	)		(138.91	)
Exercised		(1	)		(75.75	)
Balance November 1, 2009		130		$	140.63		4.2 years		—
Exercisable at November 1, 2009		130		$	140.63		4.2 years		—

     The total intrinsic value of options exercised during fiscal 2009 was insignificant and during fiscal 2008 and 2007 was $0.4 million and $3.9 million, respectively. Options exercisable at fiscal years ended 2009, 2008 and 2007 were 0.1 million. The weighted average

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exercise prices for options exercisable at fiscal years ended 2009, 2008 and 2007 were $140.63, $136.12 and $128.55, respectively. The following summarizes additional information concerning outstanding options at November 1, 2009:

Options Outstanding and Exercisable
Range of Exercise			Weighted Average	Weighted Average
Prices	Number of Options		Remaining Life	Exercise Price
$75.63 — 96.88		26,165	2.4 years	$	84.24
103.20 — 150.90		46,573	4.2 years		134.57
155.00 — 190.05		49,098	4.8 years		161.98
220.00 — 303.20		8,419	6.1 years		224.93
		130,255	4.2 years	$	140.63

     Restricted stock transactions during fiscal 2009, 2008 and 2007 were as follows (in thousands, except weighted average grant prices):

	Number of			Weighted Average
	Shares			Grant Price
Balance October 29, 2006		87,254		$	162.09
Granted		30,291			269.12
Distributed		(13,496	)		186.29
Forfeited		(1,069	)		217.33
Balance October 28, 2007		102,980		$	189.83
Granted		50,259			130.05
Distributed		(54,737	)		173.19
Forfeited		(2,158	)		195.46
Balance November 2, 2008		96,344		$	167.97
Granted		141,758			43.27
Distributed		(27,204	)		180.38
Forfeited		(6,732	)		142.43
Balance November 1, 2009		204,166		$	80.57

     The total recurring pre-tax share-based compensation cost that has been recognized in results of operations was $4.8 million, $9.5 million and $8.6 million for the fiscal years ended November 1, 2009, November 2, 2008 and October 28, 2007, respectively. Of these amounts, $4.3 million, $8.5 million and $7.8 million were included in selling, general and administrative expense for the fiscal years ended November 1, 2009, November 2, 2008 and October 28, 2007, respectively, with the remaining costs in each period in cost of goods sold. On October 20, 2009, upon the change of control, we recorded $9.1 million of accelerated unamortized compensation expense which was included in the change of control charges on the Consolidated Statement of Operations. As of November 1, 2009, we do not have any amounts capitalized for share-based compensation cost in inventory or similar assets. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $5.3 million, $3.6 million and $3.3 million for the fiscal years ended November 1, 2009, November 2, 2008 and October 28, 2007, respectively. As a result of the change of control, all compensation cost related to share-based compensation arrangements have been recognized as of November 1, 2009.

     Cash received from option exercises was insignificant during fiscal 2009 and was $0.7 million and $3.9 million during fiscal 2008 and 2007, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $0.2 million and $1.5 million for fiscal 2008 and 2007, respectively.

22. EARNINGS PER SHARE

     Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share considers the effect of common stock equivalents. The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings (loss) per share is as follows (in thousands, except per share data):

	Fiscal Year Ended
	November 1,			November 2,			October 28,
	2009			2008			2007
Numerator for Basic and Diluted Earnings (Loss) Per Share
Net income (loss) applicable to common shares	$	(762,509	)	$	73,278		$	58,568
Less net income (loss) allocated to participating securities		––			(1,445	)		(1,134	)
Net income (loss) allocated to common shares	$	(762,509	)	$	71,833		$	57,434

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	Fiscal Year Ended
	November 1,			November 2,		October 28,
	2009			2008		2007
Denominator for Diluted Earnings (Loss) Per Share
Weighted average shares outstanding for basic earnings (loss) per share		4,403			3,866		3,916
Common stock equivalents:
Employee stock options		—			20		42
Convertible Notes(1)		—			—		181
Adjusted weighted average shares and assumed conversions for diluted earnings (loss) per share		4,403			3,886		4,139
Earnings (loss) per share
Basic	$	(171.18	)	$	18.58	$	14.67
Diluted	$	(171.18	)	$	18.49	$	13.89

(1) The indenture under which the Convertible Notes were issued contains a “net share settlement” provision as described in guidance that has been codified under ASC Topic 260-10, Earnings Per Share — Overall, whereby conversions are settled for a combination of cash and shares, and shares are only issued to the extent the conversion value exceeds the principal amount. The incremental shares that we would have been required to issue had the Convertible Notes been converted at the average trading price during the period have been included in the diluted earnings per share calculation because our average stock trading price had exceeded the $200.70 conversion threshold. However, during fiscal 2009, the Convertible Notes could only be converted by the holders if our stock price traded above the initial conversion price of our Convertible Notes (see Note 10) for at least 20 trading days in each of the 30 consecutive trading day period of the preceding calendar quarter or upon other specified events. At November 1, 2009, the Convertible Notes were not convertible.

     The weighted average number of common shares outstanding increased by 0.5 million due to the completion of the Exchange Offer in October 2009. In connection with the exchange offer, we issued 14.0 million common shares. In addition to the Exchange Offer, our 2009 refinancing transaction included the issuance of $250 million shares of Convertible Preferred Stock which required the use of the “two-class” method in determining diluted earnings per share, but did not increase the weighted average number of common shares outstanding. The Convertible Preferred Stock will be convertible into 39.2 million common shares and will only be included in the weighted average common shares outstanding under the “if-converted” method which is required when it results in a lower earnings per share than determined under the “two-class” method.

     Dividends on the Convertible Preferred Stock are payable, on a cumulative daily basis, as, if and when declared by our board of directors, at a rate per annum of 12% of the liquidation preference of $1,000 per Preferred Share, subject to certain adjustments, if paid in-kind or at a rate per annum of 8% of the liquidation preference of $1,000 per Preferred Share if paid in cash. We have the right to choose whether dividends are paid in cash or in-kind, subject to the conditions of the Amended Credit Agreement and ABL Facility including being contractually limited in our ability to pay cash dividends until the first quarter of fiscal 2011 under the Amended Credit Agreement and until October 20, 2010 under the ABL Facility, except for certain specified purposes.

     For the fiscal year ended November 1, 2009, all options and unvested restricted shares were anti-dilutive and, therefore, not included in the diluted loss per share calculation. The number of weighted average options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 61,800 and 500 shares for the fiscal years ended November 2, 2008 and October 28, 2007, respectively. The anti-dilutive weighted average unvested restricted shares that were not included in the diluted earnings per share calculation was approximately 28,400 shares for the fiscal year ended November 2, 2008. For the fiscal year ended October 28, 2007, there were no anti-dilutive weighted average unvested restricted shares excluded from the diluted earnings per share calculation.

23. EMPLOYEE BENEFIT PLANS

     Defined Contribution Plan — We have a 401(k) profit sharing plan (the “Savings Plan”) that covers all eligible employees. The Savings Plan requires us to match employee contributions up to 6% of a participant’s salary. On February 27, 2009, the Savings Plan was amended effective January 1, 2009 to make the matching contributions fully discretionary and future contributions were temporarily suspended. Additional amounts may be contributed depending upon our annual return on assets. Contributions expense for the fiscal years ended 2009, 2008 and 2007 was $0.8 million, $8.6 million and $9.0 million, respectively, for contributions to the Savings Plan. In fiscal 2008 and 2007, Company matching contributions were paid in cash. Our match ranges from 67% to 100% of the participant’s contribution, depending on the return on adjusted operating assets. Our match was 83.3% in fiscal years 2008 and 2007.

     As a result of the economic downturn and restructuring, we have determined our Savings Plan has experienced a partial plan termination which is defined by the IRS as 20% or more of the participating employees being involuntarily terminated. As a result, the

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affected employee participants of the Savings Plan become fully vested upon termination. As of November 1, 2009, the impact of this partial plan termination was immaterial, excluding the impact of the employer contributions.

     Deferred Compensation Plan — On October 23, 2006, the board of directors approved an Amended and Restated Deferred Compensation Plan for NCI (as amended and restated, the “Deferred Compensation Plan”) effective for compensation beginning in calendar 2007. The Deferred Compensation Plan allows our officers and key employees to defer up to 80% of their annual salary and up to 90% of their bonus until a specified date in the future, including at or after retirement. Additionally, the Deferred Compensation Plan allows our directors to defer up to 100% of their annual fees and meeting attendance fees until a specified date in the future, including at or after retirement. The Deferred Compensation Plan also permits us to make contributions on behalf of our key employees who are impacted by the federal tax compensation limits under the NCI 401(k) plan, and to receive a restoration matching amount which, under the current NCI 401(k) terms, will be at 4% and up to 6% of compensation in excess of those limits, based on our Company’s performance. On February 27, 2009, restoration matching contributions were indefinitely suspended, effective January 1, 2009. In addition, the Deferred Compensation Plan provides for us to make discretionary contributions to employees who have elected to defer compensation under the plan. Deferred Compensation Plan participants will vest in our discretionary contributions ratably over three years from the date of each of our discretionary contributions. Any unvested matching contributions in a participant’s Deferred Compensation Plan account became vested upon consummation of the Equity Investment on October 20, 2009. In addition, the Deferred Compensation Plan also permitted participants to have their account balances paid out upon a change of control which reduced the rabbi trust assets and corresponding liability by $2.6 million. As of November 1, 2009 and November 2, 2008, the liability balance of the Deferred Compensation Plan is $3.5 million and $2.6 million, respectively, and is included in accrued compensation and benefits in the Consolidated Balance Sheet. We have accrued restoration matching contributions in the amount of $0.3 million for 2008. We have not made any discretionary contributions to the Deferred Compensation Plan.

     With the Deferred Compensation Plan, the Board also approved the establishment of a rabbi trust to fund the Deferred Compensation Plan and the formation of an administrative committee to manage the Deferred Compensation Plan and its assets. The investments in the rabbi trust are $3.4 million and $2.6 million at November 1, 2009 and November 2, 2008, respectively. The rabbi trust investments include debt and equity securities, along with cash equivalents and are accounted for as trading securities.

     Defined Benefit Plan — As a result of the closing of the RCC acquisition on April 7, 2006, we assumed a defined benefit plan (the “RCC Benefit Plan”). Benefits under the RCC Benefit Plan are primarily based on years of service and the employee’s compensation. The RCC Benefit Plan is frozen and, therefore, employees do not accrue additional service benefits. Plan assets of the RCC Benefit Plan are invested in broadly diversified portfolios of government obligations, hedge funds, mutual funds, stocks, bonds and fixed income securities. In accordance with guidance that has been codified under ASC 805, we quantified the projected benefit obligation and fair value of the plan assets of the RCC Benefit Plan and recorded the difference between these two amounts as an assumed liability.

     As a result of the economic downturn and restructuring, we have determined our RCC Benefit Plan has experienced a partial plan termination which is defined by the IRS as 20% or more of the participating employees being involuntarily terminated. As a result, the affected employee participants become fully vested upon termination. However, the RCC Benefit Plan is frozen, therefore, accrued benefits are already fully vested. As of November 1, 2009, the impact of this partial plan termination was immaterial.

     Adoption of ASC 715-20. On October 28, 2007, we adopted the recognition and disclosure provisions of guidance that has been codified under ASC 715-20. This Statement requires us to recognize the funded status of the RCC Benefit Plan in our statement of financial position and recognize the changes in the RCC Benefit Plan’s funded status in comprehensive income in the year in which the changes occur. The effects of the adoption of the recognition and disclosure provisions of ASC 715-20 on our Consolidated Balance Sheet as of October 28, 2007 are presented in the following table. The adoption of ASC 715-20 had no effect on our Consolidated Statements of Operations for the fiscal year ended October 28, 2007, or for any prior period presented, and it will not affect our Consolidated Statements of Operations in future periods.

     The impact of adopting ASC 715-20 on our Consolidated Balance Sheet at October 28, 2007 is as follows (in thousands):

	As of October 28, 2007
	Effect of Adopting			As Reported at
	ASC 715-20			October 28, 2007
Non-current pension asset	$	2,292		$	2,292
Non-current accrued pension liability		1,016			—
Long-term deferred tax liability		(1,289	)		(1,289	)
Accumulated other comprehensive income, net of tax		(2,019	)		(2,019	)

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     The following table reconciles the change in the benefit obligation for the RCC Benefit Plan from the beginning of the fiscal year to the end of the fiscal year (in thousands):

	November 1,			November 2,
	2009			2008
Accumulated benefit obligation	$	46,091		$	38,127
Projected benefit obligation — beginning of fiscal year	$	38,127		$	48,805
Interest cost		3,077			2,810
Benefit payments		(4,253	)		(4,580	)
Actuarial losses (gains)		9,236			(8,908	)
Plan amendments		(96	)		—
Projected benefit obligation — end of fiscal year	$	46,091		$	38,127

     Actuarial assumptions used to determine benefit obligations were as follows:

	November 1,			November 2,
	2009			2008
Assumed discount rate		5.75	%		8.50	%

     The following table reconciles the change in plan assets of the RCC Benefit Plan from the beginning of the fiscal year to the end of the fiscal year (in thousands):

	November 1,			November 2,
	2009			2008
Fair value of assets — beginning of fiscal year	$	38,859		$	51,097
Actual return on plan assets		4,868			(7,658	)
Benefit payments		(4,253	)		(4,580	)
Fair value of assets — end of fiscal year	$	39,474		$	38,859

     The following table sets forth the funded status of the RCC Benefit Plan and the amounts recognized in the Consolidated Balance Sheet (in thousands):

	November 1,			November 2,
	2009			2008
Fair value of assets	$	39,474		$	38,859
Benefit obligation		46,091			38,127
Funded status	$	(6,617	)	$	732
Unrecognized actuarial loss (gain)		6,428			(634	)
Unrecognized prior service cost		(95	)		—
Prepaid benefit cost (benefit)	$	(284	)	$	98

     The amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefit income (in thousands):

	November 1,			November 2,
	2009			2008
Unrecognized actuarial loss (gain)		6,428			(634	)
Unrecognized prior service cost		(95	)		—
Total	$	6,333		$	(634	)

     The following table sets forth the components of the net periodic benefit income (in thousands):

	November 1,			November 2,
	2009			2008
Interest cost	$	3,076		$	2,810
Expected return on assets		(2,694	)		(3,924	)
Net periodic benefit cost (income)	$	382		$	(1,114	)

     At November 1, 2009, there are no amounts included in accumulated other comprehensive income that are expected to be recognized during the next fiscal year.

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     Actuarial assumptions used to determine net periodic benefit income were as follows:

	Fiscal 2009			Fiscal 2008
Assumed discount rate		5.75	%		8.5	%
Expected rate of return on plan assets		7.1	%		8.0	%

     The basis used to determine the overall expected long-term asset return assumption was a ten year forecast of expected return based on the target asset allocation for the plan. The expected return for this portfolio over the forecast period is 7.1%, net of investment related expenses.

     The weighted-average asset allocations by asset category are as follows:

	November 1,			November 2,
Investment Type	2009			2008
Equity securities		27	%		21	%
Debt securities		38			56
Hedge funds		13			12
Cash and cash equivalents		9			4
Real estate		4			3
Other		9			4
Total		100	%		100	%

     The investment policy is to maximize the expected return for an acceptable level of risk. Our expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The RCC Benefit Plan strives to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. We regularly review our actual asset allocation and the RCC Benefit Plan’s investments are periodically rebalanced to our target allocation when considered appropriate. We have set the target asset allocation for the plan as follows: 2% cash, 43% US bonds, 13% alpha strategies (hedge funds), 16% large cap US equities, 5% small cap US equities, 4% real estate investment trusts, 7% foreign equity, 4% emerging markets and 6% commodity futures.

     We do not expect to contribute any amount to the RCC Benefit Plan in fiscal 2010.

     We expect the following benefit payments to be made (in thousands):

	Pension
Fiscal Years Ended	Benefits
2010	$	4,087
2011		3,750
2012		3,842
2013		3,676
2014		3,732
2015-2019		17,061

24. CONTINGENCIES

     From time to time, we are involved in various legal proceedings and contingencies, including environmental matters, considered to be in the ordinary course of business. While we are not able to predict whether we will incur any liability in excess of insurance coverages or to accurately estimate the damages, or the range of damages, if any, we might incur in connection with these legal proceedings, we believe these legal proceedings and claims will not have a material adverse effect on our business, consolidated financial position or results of operations.

25. BUSINESS SEGMENTS

     We have aggregated our operations into three reportable segments based upon similarities in product lines, manufacturing processes, marketing and management of our businesses: metal coil coating; metal components; and engineered building systems. All business segments operate primarily in the non-residential construction market. Sales and earnings are influenced by general economic conditions, the level of non-residential construction activity, metal roof repair and retrofit demand and the availability and terms of financing available for construction. Products of our business segments use similar basic raw materials. The metal coil coating

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segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated for use by construction and industrial users. The metal components segment products include metal roof and wall panels, doors, metal partitions, metal trim and other related accessories. The engineered building systems segment includes the manufacturing of main frames, Long Bay^® Systems and value-added engineering and drafting, which are typically not part of metal components or metal coil coating products or services. The reporting segments follow the same accounting policies used for our Consolidated Financial Statements.

     We evaluate a segment’s performance based primarily upon operating income before corporate expenses. Intersegment sales are recorded based on standard material costs plus a standard markup to cover labor and overhead and consist of (i) hot-rolled, light gauge painted and slit material and other services provided by the metal coil coating segment to both the metal components and engineered building systems segments; (ii) building components provided by the metal components segment to the engineered building systems segment; and (iii) structural framing provided by the engineered building systems segment to the metal components segment.

     Corporate assets consist primarily of cash but also include deferred financing costs, deferred taxes and property, plant and equipment associated with our headquarters in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the business segments.

     Summary financial data by segment is as follows (in thousands):

	2009			2008			2007
Total sales:
Metal coil coating	$	169,897		$	305,657		$	272,543
Metal components		458,734			715,255			663,331
Engineered building systems		541,609			1,110,534			1,021,544
Intersegment sales		(202,317	)		(367,287	)		(332,350	)
Total net sales	$	967,923		$	1,764,159		$	1,625,068
External sales:
Metal coil coating	$	53,189		$	96,957		$	83,583
Metal components		389,132			600,010			561,622
Engineered building systems		525,602			1,067,192			979,863
Total net sales	$	967,923		$	1,764,159		$	1,625,068
Operating income (loss):
Metal coil coating	$	(99,658	)	$	29,354		$	25,132
Metal components		(129,992	)		82,084			49,607
Engineered building systems		(389,324	)		107,839			113,258
Corporate		(64,586	)		(64,619	)		(56,277	)
Total operating income (loss)	$	(683,560	)	$	154,658		$	131,720
Unallocated other expense		(124,149	)		(33,374	)		(35,273	)
Income (loss) before income taxes	$	(807,709	)	$	121,284		$	96,447

	2009		2008		2007
Depreciation and amortization:
Metal coil coating	$	5,483	$	6,601	$	6,514
Metal components		9,299		9,394		8,858
Engineered building systems		14,838		15,952		16,801
Corporate		3,911		4,386		4,069
Total depreciation and amortization expense	$	33,531	$	36,333	$	36,242
Capital expenditures:
Metal coil coating	$	1,865	$	3,073	$	4,150
Metal components		14,726		9,109		17,693
Engineered building systems		1,347		10,912		15,839
Corporate		3,719		1,709		4,359
Total capital expenditures	$	21,657	$	24,803	$	42,041
Property, plant and equipment, net:
Metal coil coating	$	36,162	$	39,810
Metal components		89,690		84,284
Engineered building systems		77,740		109,026
Corporate		28,918		18,527
Total property, plant and equipment, net	$	232,510	$	251,647
Total assets as of fiscal year end 2009 and 2008:
Metal coil coating	$	57,254	$	196,687
Metal components		160,124		371,722
Engineered building systems		241,449		716,821
Corporate		155,691		94,262
	$	614,518	$	1,379,492

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26. QUARTERLY RESULTS (Unaudited)

     Shown below are selected unaudited quarterly data (in thousands, except per share data):

	First			Second			Third		Fourth
	Quarter			Quarter			Quarter		Quarter
FISCAL YEAR 2009
Sales	$	260,364		$	224,719		$	238,439	$	244,401
Gross profit	$	16,521		$	31,206		$	61,074	$	60,026
Net income (loss)	$	(529,981	)	$	(121,571	)	$	2,607	$	(101,851	)(2)
Net income (loss) applicable to common shares	$	(529,981	)	$	(121,571	)	$	2,607	$	(113,564	)
Earnings (loss) per share:(1)
Basic	$	(136.32	)	$	(31.22	)	$	0.65	$	(17.66	)
Diluted	$	(136.32	)	$	(31.22	)	$	0.65	$	(17.66	)
FISCAL YEAR 2008
Sales	$	361,489		$	416,143		$	477,596	$	508,931
Gross profit	$	82,640		$	103,915		$	128,563	$	124,210
Net income	$	6,100		$	13,466		$	30,494	$	23,218
Earnings per share:(1)
Basic	$	1.55		$	3.41		$	7.73	$	5.88
Diluted	$	1.54		$	3.39		$	7.68	$	5.85

(1)	The sum of the quarterly income per share amounts may not equal the annual amount reported, as per share amounts are computed independently for each quarter and for the full year based on the respective weighted average common shares outstanding.
(2)	Included in net income (loss) is pre-tax debt extinguishment and refinancing costs of $96.5 million incurred as a result of the completion of the Recapitalization Plan.

     The quarterly income (loss) amounts were impacted by the following special income (expense) items:

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
FISCAL YEAR 2009
Goodwill and other intangible asset impairment	$	(517,628	)	$	(104,936	)	$	—		$	—
Lower of cost or market charge		(29,378	)		(10,608	)		—			—
Restructuring charges		(2,479	)		(3,796	)		(1,213	)		(1,564	)
Change in control charges		—			—			—			(11,168	)
Asset impairment		(623	)		(5,295	)		(26	)		(347	)
Pre-acquisition contingency adjustments		—			—			—			(1,115	)
Total special charges in operating income (loss)	$	(550,108	)	$	(124,635	)	$	(1,239	)	$	(14,194	)
FISCAL YEAR 2008
Lower of cost or market charge	$	—		$	—		$	—		$	(2,739	)
Executive retirement costs		(663	)		(2,189	)		—			—
Restructuring charges		(226	)		(640	)		(43	)		(150	)
Asset impairment		—			—			—			(157	)
Total special charges in operating income	$	(889	)	$	(2,829	)	$	(43	)	$	(3,046	)

27. SUBSEQUENT EVENTS (Unaudited)

     As discussed in Footnote 14, in the second quarter of fiscal 2010, the contingency related to the availability of authorized shares was resolved by both stockholder approval of the 1-for-5 Reverse Stock Split and the subsequent action by the Board to affect the Reverse Stock Split. Therefore, the remaining $230.7 million of the beneficial conversion feature was recognized in the second quarter of fiscal 2010.

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