Exhibit 10.3


 


EXECUTION VERSION


 


AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT


 


AMENDMENT NO. 1 TO INTERCREDITOR Agreement,
dated June 22, 2012 (this “Amendment”), is by and among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Company”),
those certain Domestic Subsidiaries of the Company party hereto as Grantors, Credit Suisse AG, Cayman Islands Branch, as Term Loan
Administrative Agent and Term Loan Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Working Capital Administrative Agent and Working
Capital Agent and Credit Suisse AG, Cayman Islands Branch, as Control Agent.


 


WITNESSETH:


 


WHEREAS, the Company, the other Grantors,
the Term Loan Administrative Agent, the Term Loan Agent, the Working Capital Administrative Agent, the Working Capital Agent and
the Control Agent are parties to the Intercreditor Agreement, dated as of October 20, 2009, by and among the Company, the other
Grantors, Term Loan Agent, the Working Capital Agent and the Control Agent, as supplemented by the Joinder thereto dated as of
the date hereof (as the same is amended and supplemented pursuant hereto and may hereafter be further
amended, modified, supplemented, extended, renewed, restated or replaced, the “Intercreditor Agreement”);


 


WHEREAS, the Company and the other Grantors
desire to amend certain provisions of the Intercreditor Agreement as set forth herein, and the Term Loan Administrative Agent,
Term Loan Agent, the Working Capital Administrative Agent, the Working Capital Agent and the Control Agent are willing to agree
to such amendments on the terms and subject to the conditions set forth herein;


 


WHEREAS, by this Amendment, the Company,
the other Grantors, the Term Loan Administrative Agent, Term Loan Agent, the Working Capital Administrative Agent, the Working
Capital Agent and the Control Agent desire and intend to evidence such amendments;


 


NOW THEREFORE, in consideration of the foregoing
and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.          Amendment
to Intercreditor Agreement. The Intercreditor Agreement is, effective as of the satisfaction of the conditions precedent
set forth in Section 6 below, hereby amended as follows:


 


(a)          The
introductory paragraph of the Intercreditor Agreement is amended as follows:


 


(i)          the
phrase “(in such capacity, together with its successors and assigns in such capacity, the “Term Loan Administrative
Agent”)” is amended in its entirety to read “(in such capacity, together with its successors and assigns
in such capacity, and as more particularly defined below, the “Term Loan Administrative Agent”)”;


 



    	 



    	 



    

 


(ii)         the
phrase “(in such capacity, together with its successors and assigns in such capacity, the “Term Loan Agent”)”
is amended in its entirety to read “(in such capacity, together with its successors and assigns in such capacity, and as
more particularly defined below, the “Term Loan Agent”)”;


 


(iii)        the
phrase “(in such capacity, the “Working Capital Administrative Agent”)” is amended in its entirety
to read “(in such capacity, together with its successors and assigns in such capacity, and as more particularly defined below,
the “Working Capital Administrative Agent”)”; and


 


(iv)        the
phrase “(in such capacity, together with its successors and assigns in such capacity, the “Working Capital Agent”)”
is amended in its entirety to read “(in such capacity, together with its successors and assigns in such capacity, and as
more particularly defined below, the “Working Capital Agent”)”.


 


(b)          The
following definitions are hereby added to Section 1.1 of the Intercreditor Agreement in proper alphabetical sequence:


 


(i)          “Additional
Bank Products Provider” means any Person (other than an Additional Bank Products Affiliate) 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, as designated by the Company in accordance with the terms of the Additional Collateral Documents.


 


(ii)         
“Control Agent” has the meaning set forth in the introductory paragraph of this Agreement.


 


(iii)        “Term
Loan Bank Products Provider” means any Person (other than a Term Loan Lender or an Affiliate of a Term Loan Lender) that
has entered into a Bank Products Agreement with a Grantor with the obligations of such Grantor thereunder being secured by one
or more Term Loan Collateral Documents, as designated by the Company in accordance with the terms of the Term Loan Collateral Documents.


 


(c)          The
definitions of the terms listed below are hereby amended and restated in their entirety as follows:


 


(i)          “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, each Additional Agent and
any Additional Bank Products Provider, 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.


 



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(ii)         “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 or any Additional Bank Products Provider,
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.


 


(iii)        
“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, any Affiliate of any Additional Credit Facility Creditor or
any Additional Bank Products Provider. “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.


 


(iv)        “Refinance”
means, in respect of any Indebtedness, to refinance, refund, renew, restructure, replace or repay, or to issue other Indebtedness,
in exchange or replacement for, such Indebtedness (whether such refinancing, refunding, renewal, restructuring, 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.


 


(v)         “Term
Loan Claimholders” means, at any relevant time, the holders of Term Loan Obligations at such time, including without
limitation the Term Loan Lenders, any agent under the Term Loan Credit Agreement and any Term Loan Bank Products Provider.


 


(vi)        
“Term Loan Credit Documents” means the Term Loan Credit Agreement, the Term Loan Collateral Documents, the other
Loan Documents (as defined in the Term Loan Credit Agreement) 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 amended, modified or supplemented from time to time.


 



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(vii)       “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, any Affiliate of a Term Loan Lender or any Term Loan Bank Products Provider. “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.


 


(viii)      “Working
Capital Credit Documents” means the Working Capital Credit Agreement, the Working Capital Collateral Documents, the other
Financing Agreements (as defined in the Working Capital Credit Agreement) 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 agreement among holders of
Working Capital Obligations, to the extent such are effective at the relevant time, as each may be amended, modified or supplemented
from time to time.


 


(ix)         “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. “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.


 



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(d)          The
definition of the term “Discharge of Additional Obligations” is hereby amended by (i) deleting the phrase “the
Term Loan Administrative Agent” therein and replacing with the phrase “each Additional Agent under each Additional
Credit Facility then outstanding” and (ii) deleting the following text at the end thereof: “, 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”.


 


(e)          The
definition of the term “Discharge of Term Loan Obligations” is hereby amended by deleting the following text at the
end thereof: “, 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”.


 


(f)          The
definition of “Discharge of Working Capital Obligations” is hereby amended by deleting the following text at the end
thereof: “, 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”.


 


(g)          The
definitions of “Additional Cap Amount”, “TL Cap Amount” and “Maximum Working Capital Obligations”
are hereby deleted in their entirety.


 


(h)          Section
2.2(c) is hereby amended to read in its entirety as follows: “[Reserved.]”


 


(i)          Section
2.2(d) is hereby amended to read in its entirety as follows: “[Reserved.]”


 


(j)          Section
2.2(e) is hereby amended to read in its entirety as follows: “[Reserved.]”


 


(k)          Section
2.5(a) is hereby amended by replacing each reference therein to “any Grantor or any of its Subsidiaries” with the words
“any Grantor or any of its Domestic Subsidiaries”.


 


2.           Interpretation.
For purposes of this Amendment, all terms used herein which are not otherwise defined herein, including but not limited to, those
terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Intercreditor Agreement as amended
by this Amendment. It is understood and agreed that the terms “Working Capital Credit Agreement”, “Working Capital
Credit Documents”, “Working Capital Obligations” shall not be construed to be limited to agreements or obligations
the proceeds of which are used for working capital purposes.


 


3.           Conditions
Precedent. The amendments contained herein shall only be effective upon the due execution of a counterpart of this Amendment
by each of the Company, the other Grantors, the Term Loan Administrative Agent, the Term Loan Agent, the Working Capital Administrative
Agent, the Working Capital Agent, and the Control Agent, and the delivery of such executed counterpart to each of the other parties
to this Amendment.


 



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4.          Effect
of this Amendment. Except as expressly set forth herein, no other amendments, changes or modifications to the Intercreditor
Agreement are intended or implied, and in all other respects the Intercreditor Agreement is hereby specifically ratified, restated
and confirmed by all parties hereto as of the effective date hereof and no party to the Intercreditor Agreement shall be entitled
to any other or further amendment by virtue of the provisions of this Amendment or with respect to the subject matter of this Amendment.
To the extent of conflict between the terms of this Amendment and the Intercreditor Agreement, the terms of this Amendment shall
control. The Intercreditor Agreement and this Amendment shall be read and construed as one agreement. On
and after the date that all conditions set forth in Section 3, above, shall have been satisfied
and this Amendment has become effective, each reference in the Intercreditor Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import, and each reference in the Working Capital Credit Documents,
the Term Loan Credit Documents or any Additional Documents to the Intercreditor Agreement, shall mean
and be a reference to the Intercreditor Agreement as amended hereby.


 


5.          Governing
Law. The validity, interpretation and enforcement of this Amendment and any dispute arising out of the relationship between
the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York
but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction
other than the laws of the State of New York.


 


6.          Binding
Effect. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors
and assigns.


 


7.          Entire
Agreement. This Amendment represents the entire agreement and understanding concerning the subject matter hereof among 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.


 


8.          Headings.
The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment.


 


9.          Counterparts.
This Amendment 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 Amendment by telefacsimile or other electronic
method of transmission shall have the same force and effect as delivery of an original executed counterpart of this Amendment.
Any party delivering an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall
also deliver an original executed counterpart of this Amendment, but the failure to do so shall not affect the validity, enforceability,
and binding effect of this Amendment.


 


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


 


	WELLS FARGO CAPITAL

FINANCE, LLC,	 
	as Working Capital Administrative

Agent and Working Capital Agent	 
	 	 
	By:	/s/ Matt Mouledous	 
	Name:	Matt Mouledous	 
	Title:	VP	 
	 	 
	CREDIT SUISSE AG, Cayman Islands

Branch, as Term Loan Administrative

Agent and Term Loan Agent	 
	 	 
	By:	/s/ Robert Hetu	 
	Name:	Robert Hetu	 
	Title:	Managing Director	 
	 	 	 
	By:	/s/ Rahul Parmar	 
	Name:	Rahul Parmar	 
	Title:	Associate	 
	 	 
	CREDIT SUISSE AG, Cayman Islands

Branch, as Control Agent	 
	 	 
	By:	/s/ Robert Hetu	 
	Name:	Robert Hetu	 
	Title:	Managing Director	 
	 	 	 
	By:	/s/ Rahul Parmar	 
	Name:	Rahul Parmar	 
	Title:	Associate	 


 


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	 	GRANTORS:	 
	 	 	 
	 	NCI GROUP, INC	 
	 	 	 
	 	By:	/s/ Mark Johnson	 
	 	Name:	Mark Johnson	 
	 	Title:	Executive Vice President, Chief	 
	 	 	Financial Officer and Treasurer	 
	 	 	 
	 	ROBERTSON-CECO II CORPORATION
	 	 	 
	 	By:	/s/ Mark Johnson	 
	 	Name:	Mark Johnson	 
	 	Title:	Executive Vice President, Chief	 
	 	 	Financial Officer and Treasurer	 
	 	 	 
	 	NCI BUILDING SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Mark Johnson	 
	 	Name:	Mark Johnson	 
	 	Title:	Executive Vice President, Chief	 
	 	 	Financial Officer and Treasurer	 
	 	 	 
	 	STEELBUILDING.COM, INC.	 
	 	 	 
	 	By:	/s/ Mark Johnson	 
	 	Name:	Mark Johnson	 
	 	Title:	Vice President - Accounting