0000950129-04-009092 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 16th, 2004 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November 16, 2004, by and between NCI Building Systems, Inc., a Delaware corporation (the “Company”) and UBS Securities LLC and Wachovia Capital Markets, LLC (the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated as of November 9, 2004 (the “Purchase Agreement”) between the Company and the Initial Purchasers.

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150,000,000 Principal Amount NCI BUILDING SYSTEMS, INC. 2.125% Convertible Senior Subordinated Notes due 2024 PURCHASE AGREEMENT
Purchase Agreement • November 16th, 2004 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 16th, 2004 • Nci Building Systems Inc • Prefabricated metal buildings & components • North Carolina

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 9, 2004 (this “First Amendment”), is by and among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower party hereto, the Lenders party hereto and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

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