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EXHIBIT 4.16
AMENDMENT NO. 3
This Amendment No. 3 dated as of February 28, 1997 ("Agreement"), is
entered into by NCI Building Systems, L.P., a Texas limited partnership
("Borrower"), and NationsBank of Texas, N.A. ("Bank"). Reference is made to
the Credit Agreement dated as of April 30, 1993. (as amended, supplemented, and
otherwise modified, the "Credit Agreement"), between the Borrower and the Bank
to which this Agreement relates. Capitalized terms used herein but not defined
herein shall have the meanings specified by the Credit Agreement.
INTRODUCTION
The Borrower and the Bank have agreed to extend the maturity date of
Revolving Credit Facility A, and have agreed to make certain amendments to the
Credit Agreement in connection therewith.
In consideration of the foregoing, and for other good and valuable
consideration, the Borrower and the Bank hereby agree as follows:
Section 1. Amendment to Credit Agreement. The Credit Agreement is amended
as follows:
1.1 Section 1.1 of the Credit Agreement is amended by inserting or
replacing the following definitions:
"Guaranties" means (1) the Guaranties dated as of April 30,
1993, made by NCI, NCI Operating Corp., NCI Holding Corp., and
A&S Building Systems, Inc., (2) the Guaranty dated as of March
27, 1996, made by Doors & Building Components, Inc, in favor of
the Bank guaranteeing the Credit Obligations, and (3) any other
present or future guaranty of the Credit Obligations, as the
same may be amended from time to time.
"Revolving Credit Facility A Maturity Date" means February 28,
1999.
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Section 2. Effect on Credit Documents.
2.1 Except as amended herein, the Credit Agreement and all other
Credit Documents remain in full force and effect. Nothing herein shall act as a
waiver of any of the Bank's rights under the Credit Documents as amended,
including the waiver of any default or event of default, however denominated.
The Borrower must continue to comply with the terms of the Credit Documents, as
amended.
2.2 This Agreement is a Credit Document for the purposes of the
provisions of the other Credit Documents. Without limiting the foregoing, any
breach of representations, warranties, and covenants under this Agreement may
be a default under other Credit Documents.
Section 3. Representations Warranties and Agreements. The Borrower
represents and warrants to the Bank and agrees with the Bank that:
3.1 The execution, delivery, and performance of this agreement are
within the corporate power and authority of the Borrower and have been duly
authorized by appropriate proceedings and this Agreement constitutes a legal,
valid, and binding obligation of the Borrower, enforceable in accordance with
its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors
generally and general principles of equity.
3.2 Upon the effectiveness of this Agreement and the amendment of
the Credit Documents as provided for herein, all representations and warranties
set forth in the Credit Documents, as amended, shall be true and correct in all
material respects and the Borrower shall be in compliance with all covenants in
the Credit Documents, as amended.
3.3 Upon the effectiveness of this Agreement and the amendment of
the Credit Documents as provided for herein, no Event of Default shall exist
under the Credit Documents and there shall have occurred no event which with
notice or lapse of time would become an Event of Default under the Credit
Documents, as amended.
3.4 As of the date of this Agreement, and following the amendment
of the Credit Documents hereunder, each of the Credit Documents is in full
force and effect and the Borrower has no defense to the enforcement of the
Loan Documents.
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Section 4. Effectiveness. This Agreement shall become effective and the
Credit Documents shall be amended as provided for herein when each of the
parties hereto shall have executed this Agreement.
Section 5. Miscellaneous.
5.1 The Borrower shall reimburse the Bank for all expenses of the
Bank, including charges and disbursements of legal counsel for the Bank, in
connection with the creation, amendment, modification, waiver, or
interpretation of this Agreement, and the preservation or enforcement of any
rights of the Bank under this Agreement.
5.2 This Agreement shall be governed by the laws of the State of
Texas. If any provision in this Agreement is held to be unenforceable, such
provision shall be severed and the remaining provisions shall remain in full
force and effect. All representations, warranties, and covenants of the
Borrower in this Agreement shall survive the execution of this Agreement and
any other contract or agreement. The provisions of this Agreement may be waived
or amended only in a writing signed by all of the parties hereto. This
Agreement shall bind the Borrower and its successors and assigns and shall
inure to the benefit of the Bank and its successors and assigns. This Agreement
may be executed in multiple counterparts which together shall constitute one
and the same agreement.
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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EXECUTED as of the date first above written.
NCI BUILDING SYSTEMS, L.P.
By: NCI OPERATING CORP.
By: /s/ ROBERT J. MEDLOCK
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Robert J. Medlock
Chief Financial Officer
NATIONSBANK OF TEXAS, N.A.
By: /s/ WILLIAM T. GRIFFIN
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William T. Griffin
Vice President
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Each of the undersigned (each a "Guarantor") has executed a Guaranty (each a
"Guaranty"), guaranteeing the full payment of the Borrower's obligations under
the Credit Agreement and the Credit Documents and certain other amounts as
described in each Guarantor's Guaranty. Each Guarantor has reviewed this
Agreement and related documents ("Amendment Documents"), and hereby approves
them. Each Guarantor represents and warrants that such Guarantor has no
defenses to the enforcement of such Guarantor's Guaranty and that according to
their terms such Guarantor's Guaranty will continue in full force and effect
with respect to the Credit Documents, as amended, following the execution of the
Amendment Documents. The signature of this document does not indicate or
establish a requirement that any Guaranty requires the respective Guarantor's
approval of amendments to the Credit Agreement, but has been furnished to the
Bank as a courtesy at the Bank's request. On the forgoing terms, this Agreement
and the Amendment Documents are hereby approved.
NCI Building Systems, Inc.
By: /s/ ROBERT J. MEDLOCK
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Robert J. Medlock
Vice President
NCI Operating, Corp.
By: /s/ ROBERT J. MEDLOCK
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Robert J. Medlock
Vice President
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NCI Holding Corp.
By: /s/ DAVID P. FONTELLO
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David P. Fontello
Vice President & Secretary
A&S Building Systems, Inc.
By: /s/ ROBERT J. MEDLOCK
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Robet J. Medlock
Vice President
Doors & Building Components, Inc.
By: /s/ ROBERT J. MEDLOCK
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Robet J. Medlock
Vice President
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