FACILITY C NOTE
(364-day Revolving Facility)
$140,000,000 Houston, Texas As of May 1, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of NATIONSBANK OF TEXAS, N.A.
("PAYEE") on or before the Facility C Termination Date, the principal amount of
ONE HUNDRED FORTY MILLION DOLLARS or so much thereof as may be disbursed and
outstanding as the Facility C Principal Debt under this note, together with
interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility C Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is
made to the Credit Agreement for provisions affecting this note regarding
applicable interest rates, principal and interest payment dates, final maturity,
voluntary and mandatory prepayments, acceleration of maturity, exercise of
Rights, payment of attorneys' fees, court costs and other costs of collection,
certain waivers by Maker and others now or hereafter obligated for payment of
any sums due under this note, and security for the payment of this note. This
note is a Loan Document and, therefore, is subject to the applicable provisions
of SECTION 14 of the Credit Agreement, all of which applicable provisions are
incorporated into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for usury
savings provisions.
This note is being executed and delivered, and is intended to be performed,
in the State of Texas, and the Laws of such State and of the United States of
America shall govern the Rights and duties of Maker and Payee and the validity,
construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED SOLELY
FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Robert J. Medlock
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Name: Robert J. Medlock
--------------------------------------------
Title: Vice President and Chief Financial Officer
-------------------------------------------
FACILITY C NOTE
(364-day Revolving Facility)
$60,000,000 Houston, Texas As of May 1, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of SWISS BANK CORPORATION
("PAYEE") on or before the Facility C Termination Date, the principal amount of
SIXTY MILLION DOLLARS or so much thereof as may be disbursed and outstanding as
the Facility C Principal Debt under this note, together with interest, as
described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility C Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is
made to the Credit Agreement for provisions affecting this note regarding
applicable interest rates, principal and interest payment dates, final maturity,
voluntary and mandatory prepayments, acceleration of maturity, exercise of
Rights, payment of attorneys' fees, court costs and other costs of collection,
certain waivers by Maker and others now or hereafter obligated for payment of
any sums due under this note, and security for the payment of this note. This
note is a Loan Document and, therefore, is subject to the applicable provisions
of SECTION 14 of the Credit Agreement, all of which applicable provisions are
incorporated into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for usury
savings provisions.
This note is being executed and delivered, and is intended to be performed,
in the State of Texas, and the Laws of such State and of the United States of
America shall govern the Rights and duties of Maker and Payee and the validity,
construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED SOLELY
FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Robert J. Medlock
----------------------------------------------
Name: Robert J. Medlock
--------------------------------------------
Title: Vice President and Chief Financial Officer
-------------------------------------------
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