exv10w6






Exhibit 10.6




PLEDGE AND SECURITY AGREEMENT




     THIS PLEDGE AND SECURITY AGREEMENT (“Pledge Agreement”), dated October 20, 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:



     (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



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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 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



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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 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



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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, 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



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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 pertaining
thereto and shall be relieved of all responsibility for the Pledged Property upon surrendering it
to Pledgor or foreclosure with respect thereto.



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     (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 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




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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.





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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:
	 	/s/ Todd R. Moore	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	EVP and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	NCI GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd R. Moore	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	EVP and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	ROBERTSON-CECO II CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd R. Moore	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	EVP and General Counsel	 	 






 









 





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 [ ], 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



 









 







Annex 1



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.




 









 








Annex 1



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:	 	 






 









 





Annex 1




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	 	 	 	65	%
	 

	 	 	 	10,754 shares of
Class B Special
Shares
	 	 	1	 	 	 	 	 
	 
	 

	 	 	 	10,985 shares of
Common Stock
	 	 	1