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REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. BUILDER APPLICATION / TERMS & CONDITIONS A&S Building Systems & &

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Page 1: REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. a Builder/New Builder... · 2013. 4. 18. · 2 • A&S Building Systems Real People. Real Products. Real Solutions. A&S Building Systems

REAL PEOPLE.

REAL PRODUCTS.

REAL SOLUTIONS.

BUILDER APPLICATION / TERMS & CONDITIONS

A&S Building Systems

&&

Page 2: REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. a Builder/New Builder... · 2013. 4. 18. · 2 • A&S Building Systems Real People. Real Products. Real Solutions. A&S Building Systems

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Page 3: REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. a Builder/New Builder... · 2013. 4. 18. · 2 • A&S Building Systems Real People. Real Products. Real Solutions. A&S Building Systems

2 • A&S Building Systems

Real People.Real People.

Real Products.Real Products.

Real Solutions.Real Solutions.

A&S Building Systems

&&

Dear Applicant,Dear Applicant,

We are excited that you have applied to become an Authorized A&S Builder. The simplest way we can describe Real People.We are excited that you have applied to become an Authorized A&S Builder. The simplest way we can describe Real People.Real People.We are excited that you have applied to become an Authorized A&S Builder. The simplest way we can describe Real People.this agreement is; we are agreeing to build upon a relationship with integrity and reliability. Many companies talk this agreement is; we are agreeing to build upon a relationship with integrity and reliability. Many companies talk Real People.this agreement is; we are agreeing to build upon a relationship with integrity and reliability. Many companies talk Real People.Real People.this agreement is; we are agreeing to build upon a relationship with integrity and reliability. Many companies talk Real People.about relationships, but when you meet our employees with an average length of service of over 18 years, you will about relationships, but when you meet our employees with an average length of service of over 18 years, you will fi nd they are knowledgeable, experienced and a dedicated partner. fi nd they are knowledgeable, experienced and a dedicated partner.

As a valued partner, A&S Building Systems makes available to you a number of vital product solutions and cost As a valued partner, A&S Building Systems makes available to you a number of vital product solutions and cost Real Products.As a valued partner, A&S Building Systems makes available to you a number of vital product solutions and cost Real Products.Real Products.As a valued partner, A&S Building Systems makes available to you a number of vital product solutions and cost Real Products.saving benefi ts to support your business. First and foremost, A&S continues to offer a wide variety of quality, saving benefi ts to support your business. First and foremost, A&S continues to offer a wide variety of quality, single source products that not only fi t together well, but are preferred by most erectors. Now, your company is single source products that not only fi t together well, but are preferred by most erectors. Now, your company is paired with a wider range of capabilities able to embrace any scope of work, regardless of the complexity. paired with a wider range of capabilities able to embrace any scope of work, regardless of the complexity.

With a large footprint across the United States, you will be provided unique shipping points and a blend of With a large footprint across the United States, you will be provided unique shipping points and a blend of Real Solutions.With a large footprint across the United States, you will be provided unique shipping points and a blend of Real Solutions.Real Solutions.With a large footprint across the United States, you will be provided unique shipping points and a blend of Real Solutions.services that can minimize transportation costs which impact your projects. Finally, we will continuously work to services that can minimize transportation costs which impact your projects. Finally, we will continuously work to provide you with the most current and benefi cial sales and software tools while educating you on current market provide you with the most current and benefi cial sales and software tools while educating you on current market trends and initiatives. trends and initiatives.

Our commitment to you is that we will always stand behind our product and honor our commitments. This is a Our commitment to you is that we will always stand behind our product and honor our commitments. This is a vision of success and a focus to continuously improve our business.vision of success and a focus to continuously improve our business.

Sincerely,

Craig A. SchuppCraig A. SchuppVice President of Sales & MarketingVice President of Sales & MarketingA&S Building SystemsA&S Building Systems

Page 4: REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. a Builder/New Builder... · 2013. 4. 18. · 2 • A&S Building Systems Real People. Real Products. Real Solutions. A&S Building Systems

Real People. Real Products. Real Solutions. • 3

Date of Application: ___________________________

Company Name:________________________________________________________________Company Name:________________________________________________________________

Mailing Address: _______________________________________________________________Mailing Address: _______________________________________________________________

City: _________________________ State: _________________ Zip Code:_________________City: _________________________ State: _________________ Zip Code:_________________

Same as Mailing Address

Physical Address: _______________________________________________________________Physical Address: _______________________________________________________________

City: _________________________ State: _________________ Zip Code:_________________City: _________________________ State: _________________ Zip Code:_________________

Phone: _______________________________ Fax: ____________________________________Phone: _______________________________ Fax: ____________________________________

Internet Address/ website: ________________________________________________________Internet Address/ website: ________________________________________________________

Company Type:

Proprietorship Partnership Corporation

Years in Business: _____________________________No of Full-time Employees ___________Years in Business: _____________________________No of Full-time Employees ___________

Date of Incorporation: __________________________Chartered in the State of _____________Date of Incorporation: __________________________Chartered in the State of _____________

Business Volume:

Total Annual Business Volume: $___________________________________________________Total Annual Business Volume: $___________________________________________________

Average (5 yr.) Volume: __________________________________________________________Average (5 yr.) Volume: __________________________________________________________

1. Name: ____________________________________ Title: _____________________________1. Name: ____________________________________ Title: _____________________________

Phone: _____________________________ Email address:_____________________________ Phone: _____________________________ Email address:_____________________________

2. Name: ____________________________________ Title: _____________________________2. Name: ____________________________________ Title: _____________________________

Phone: _____________________________ Email address:_____________________________ Phone: _____________________________ Email address:_____________________________

3. Name: ____________________________________ Title: _____________________________3. Name: ____________________________________ Title: _____________________________

Phone: _____________________________ Email address:_____________________________ Phone: _____________________________ Email address:_____________________________

4. Name: ____________________________________ Title: _____________________________4. Name: ____________________________________ Title: _____________________________

Phone: _____________________________ Email address:_____________________________ Phone: _____________________________ Email address:_____________________________

5. Name: ____________________________________ Title: _____________________________5. Name: ____________________________________ Title: _____________________________

Phone: _____________________________ Email address:_____________________________ Phone: _____________________________ Email address:_____________________________

Proprietorship Partnership Corporation Proprietorship Partnership Corporation Proprietorship Partnership Corporation

Company Information

Offi cers / Owners

Same as Mailing Address

FOR INTERNAL USE ONLYDM: ____________________________Assigned Builder #:________________

Page 5: REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. a Builder/New Builder... · 2013. 4. 18. · 2 • A&S Building Systems Real People. Real Products. Real Solutions. A&S Building Systems

4 • A&S Building Systems

Please check the box of any/all employees that are authorized to sign Purchase Orders, Please check the box of any/all employees that are authorized to sign Purchase Orders, Change Orders, and Approval Drawings for your organization.Change Orders, and Approval Drawings for your organization.

Key Employees:Key Employees:

1. Name: _______________________________ Phone: ________________________________1. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized Purchaser: Email address: _____________________________________ Authorized Purchaser:

2. Name: _______________________________ Phone: ________________________________2. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized Purchaser: Email address: _____________________________________ Authorized Purchaser:

3. Name: ____________________________________ Title: _____________________________3. Name: ____________________________________ Title: _____________________________

Email address: _____________________________________ Authorized Purchaser: Email address: _____________________________________ Authorized Purchaser:

4. Name: _______________________________ Phone: ________________________________4. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized Purchaser: Email address: _____________________________________ Authorized Purchaser:

5. Name: _______________________________ Phone: ________________________________5. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized Purchaser: Email address: _____________________________________ Authorized Purchaser:

6. Name: _______________________________ Phone: ________________________________6. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized Purchaser: Email address: _____________________________________ Authorized Purchaser:

7. Name: _______________________________ Phone: ________________________________7. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized Purchaser: Email address: _____________________________________ Authorized Purchaser:

8. Name: _______________________________ Phone: ________________________________8. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized Purchaser: Email address: _____________________________________ Authorized Purchaser:

9. Name: _______________________________ Phone: ________________________________9. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized Purchaser: Email address: _____________________________________ Authorized Purchaser:

Computer Software Employees: Computer Software Employees:

1. Name: _______________________________ Phone: ________________________________1. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized User: Email address: _____________________________________ Authorized User:

2. Name: _______________________________ Phone: ________________________________2. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized User: Email address: _____________________________________ Authorized User: Email address: _____________________________________ Authorized User:

Accounts Payable Employees: Accounts Payable Employees:

1. Name: _______________________________ Phone: ________________________________1. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized User: Email address: _____________________________________ Authorized User:

2. Name: _______________________________ Phone: ________________________________2. Name: _______________________________ Phone: ________________________________

Email address: _____________________________________ Authorized User: Email address: _____________________________________ Authorized User:

Key EmployeesKey Employees

Email address: _____________________________________ Authorized User:

Email address: _____________________________________ Authorized User:

Page 6: REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. a Builder/New Builder... · 2013. 4. 18. · 2 • A&S Building Systems Real People. Real Products. Real Solutions. A&S Building Systems

Real People. Real Products. Real Solutions. • 5

In Sales: ______________________________________________________________________In Sales: ______________________________________________________________________

__________________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________________

In Construction: ________________________________________________________________In Construction: ________________________________________________________________

__________________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________________

In Steel Building Business: _______________________________________________________In Steel Building Business: _______________________________________________________

__________________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________________

Are you currently a Builder for another Manufacturer? No Yes

If “yes”: Brand _____________________________ Since: ______________________________If “yes”: Brand _____________________________ Since: ______________________________

Have you terminated this agreement? No Yes: When?______________________Have you terminated this agreement? No Yes: When?______________________

Reason for changing to A & S Building Systems: _____________________________________Reason for changing to A & S Building Systems: _____________________________________

__________________________________________________________________________________________________________________________________________________________

Have you previously purchased buildings from A & S Building Systems? No YesHave you previously purchased buildings from A & S Building Systems? No Yes

If “YES”... Year___________ #Buildings _______________ Volume $ _______________If “YES”... Year___________ #Buildings _______________ Volume $ _______________

Other Building Brands sold by this Buildership:

________________________ _______ ________________ _______________________________________________ _______ ________________ _______________________

________________________ _______ ________________ _______________________________________________ _______ ________________ _______________________

________________________ _______ ________________ _______________________________________________ _______ ________________ _______________________

________________________ _______ ________________ _______________________________________________ _______ ________________ _______________________

________________________ _______ ________________ _______________________________________________ _______ ________________ _______________________

Summary of Business Experience

Are you currently a Builder for another Manufacturer? No YesAre you currently a Builder for another Manufacturer? No Yes

Have you terminated this agreement? No Yes: When?______________________Have you terminated this agreement? No Yes: When?______________________

Have you previously purchased buildings from A & S Building Systems? No YesHave you previously purchased buildings from A & S Building Systems? No Yes

Brand Years Volume: Last Year Volume: 5 Year Average Brand Years Volume: Last Year Volume: 5 Year Average

Page 7: REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. a Builder/New Builder... · 2013. 4. 18. · 2 • A&S Building Systems Real People. Real Products. Real Solutions. A&S Building Systems

6 • A&S Building Systems

Please list all Sales Tax Licenses and/or Registration Numbers held by Buildership along with Please list all Sales Tax Licenses and/or Registration Numbers held by Buildership along with

the applicable jurisdictions.the applicable jurisdictions.

________________________________________________ ______________________________________________________________________ ______________________

________________________________________________ ______________________________________________________________________ ______________________

________________________________________________ ______________________________________________________________________ ______________________

________________________________________________ ______________________________________________________________________ ______________________

________________________________________________ ______________________________________________________________________ ______________________

City______________________________ County ________________ State ________________City______________________________ County ________________ State ________________

City______________________________ County ________________ State ________________City______________________________ County ________________ State ________________

City______________________________ County ________________ State ________________City______________________________ County ________________ State ________________

City______________________________ County ________________ State ________________City______________________________ County ________________ State ________________

Which markets do you primarily pursue? Check as many as apply.Which markets do you primarily pursue? Check as many as apply.

Public Works/Government Plans/Specs Export Projects Public Works/Government Plans/Specs Export Projects

Sales to Other Contractors Drop Ship Sales Build Own Projects Sales to Other Contractors Drop Ship Sales Build Own Projects

Turn-Key Construction Supply and Erect Manufacturing Turn-Key Construction Supply and Erect Manufacturing

National Accounts Farm/Agriculture Offi ce/Warehouse National Accounts Farm/Agriculture Offi ce/Warehouse National Accounts Farm/Agriculture Offi ce/Warehouse

In-House Erection Services Design/Build Developer In-House Erection Services Design/Build Developer In-House Erection Services Design/Build Developer In-House Erection Services Design/Build Developer

Institutional Institutional

1st Year Projected annual A & S Building Systems building sales: $_______________________1st Year Projected annual A & S Building Systems building sales: $_______________________

Licenses & RegistrationLicenses & Registration

License/Registration Number State License/Registration Number State License/Registration Number State

Institutional

Public Works/Government Plans/Specs Export Projects

Sales to Other Contractors Drop Ship Sales Build Own Projects

Turn-Key Construction Supply and Erect Manufacturing

National Accounts Farm/Agriculture Offi ce/Warehouse

In-House Erection Services Design/Build Developer

Public Works/Government Plans/Specs Export Projects

Sales to Other Contractors Drop Ship Sales Build Own Projects

Turn-Key Construction Supply and Erect Manufacturing

National Accounts Farm/Agriculture Offi ce/Warehouse

In-House Erection Services Design/Build Developer

Public Works/Government Plans/Specs Export Projects

Sales to Other Contractors Drop Ship Sales Build Own Projects

Turn-Key Construction Supply and Erect Manufacturing

National Accounts Farm/Agriculture Offi ce/Warehouse

In-House Erection Services Design/Build Developer

Market Area of Primary EffortMarket Area of Primary Effort

Business ObjectivesBusiness Objectives

Sales ObjectivesSales Objectives

Page 8: REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. a Builder/New Builder... · 2013. 4. 18. · 2 • A&S Building Systems Real People. Real Products. Real Solutions. A&S Building Systems

Real People. Real Products. Real Solutions. • 7

A & S Building Systems offers Co-Op Advertising Programs to Builderships

in the amount of one-half of one percent (1/2 of 1%) of that builder’s year-to-date shipped steel in the amount of one-half of one percent (1/2 of 1%) of that builder’s year-to-date shipped steel

purchases, paid for within terms. The Co-Op amount allowed the Builder against those available purchases, paid for within terms. The Co-Op amount allowed the Builder against those available

funds is one-half of the amounts of paid invoices for Approved Programs as specifi ed in the Terms funds is one-half of the amounts of paid invoices for Approved Programs as specifi ed in the Terms

and Conditions of Cooperative Advertising.

In which Co-Op Advertising Opportunities do you plan to participate?

Yellow Pages

Job Signs

Radio / TV

Newspaper / Magazine

In the interest of satisfying certain Interstate Commerce Commission Regulations, it is necessary In the interest of satisfying certain Interstate Commerce Commission Regulations, it is necessary

for us to have written instructions form each builder, specifying how the Carrier is to be chosen for us to have written instructions form each builder, specifying how the Carrier is to be chosen

for each of his jobs. Please read and sign the following:

WHENEVER WE DO NOT SPECIFY A PARTICULAR CARRIER TO DELIVER ONE WHENEVER WE DO NOT SPECIFY A PARTICULAR CARRIER TO DELIVER ONE

OF OUR BUILDING ORDERS, YOU ARE HEREBY AUTHORIZED TO SHIP THE ORDER OF OUR BUILDING ORDERS, YOU ARE HEREBY AUTHORIZED TO SHIP THE ORDER

VIA A&S TRUCK OR THE MOST ECONOMICAL CARRIER AVAILABLE AT THAT TIME, VIA A&S TRUCK OR THE MOST ECONOMICAL CARRIER AVAILABLE AT THAT TIME,

PROVIDED THAT CARRIER IS CAPABLE OF DELIVERING THE ORDER WITHIN A PROVIDED THAT CARRIER IS CAPABLE OF DELIVERING THE ORDER WITHIN A

REASONABLE LENGTH OF TIME.

Approved By: _____________________________________ Approved By: _____________________________________

Date: ____________________________________________ Date: ____________________________________________

$450.00 Fee: Authorized Builder for A & S Building Systems - includes one time Sales $450.00 Fee: Authorized Builder for A & S Building Systems - includes one time Sales

Literature & Marketing Tool Kit

$695.00 Software Fee: Astek II & Value ExpressPLUS Software and training in Software and training in PLUS Software and training in PLUS

Caryville, TN (transportation & hotel not included).

$1450.00 Total Fee for both Authorized Builder Fee and Software Package

Marketing & Advertising

Yellow Pages

Job Signs

Radio / TV

Newspaper / Magazine

New Builder Kit Fees & Contents

$450.00 Fee: Authorized Builder for A & S Building Systems - includes one time Sales

$695.00 Software Fee:

$1450.00 Total Fee for both Authorized Builder Fee and Software Package

Shipment of Building Orders

Page 9: REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. a Builder/New Builder... · 2013. 4. 18. · 2 • A&S Building Systems Real People. Real Products. Real Solutions. A&S Building Systems

8 • A&S Building Systems

Builder acknowledges that submittal of the Builder Application does not guarantee approval as an Builder acknowledges that submittal of the Builder Application does not guarantee approval as an

A & S Builder. All required documentation must be submitted along with a check made payable A & S Builder. All required documentation must be submitted along with a check made payable

to the order of A & S Building Systems for the amount of $450 ($1450.00 with the inclusion of to the order of A & S Building Systems for the amount of $450 ($1450.00 with the inclusion of

the recommended software packages). In the event the application is denied, the check will be the recommended software packages). In the event the application is denied, the check will be

returned.returned.

Builder acknowledges acceptance of the A & S Building Systems Terms and Conditions, Builder acknowledges acceptance of the A & S Building Systems Terms and Conditions,

recognizing that changes and supplements may be added or removed at the discretion of A & S recognizing that changes and supplements may be added or removed at the discretion of A & S

Building Systems. Once A & S has accepted Builder as an A & S Builder, Builder will receive a Building Systems. Once A & S has accepted Builder as an A & S Builder, Builder will receive a

signed copy of the Builder Agreement, a copy of the A & S Terms and Conditions, and the Builder signed copy of the Builder Agreement, a copy of the A & S Terms and Conditions, and the Builder

Starter Kit.Starter Kit.

The terms of this Agreement will begin ________________________, 20 ________, and will The terms of this Agreement will begin ________________________, 20 ________, and will

expire _______________________________, 20 _____________, unless the Agreement is expire _______________________________, 20 _____________, unless the Agreement is

terminated in accordance with the Terms and Conditions.terminated in accordance with the Terms and Conditions.

BUILDER A & S BUILDING SYSTEMS BUILDER A & S BUILDING SYSTEMS

_________________________________ ____________________________________________________________________ ___________________________________

Signature SignatureSignature Signature

_________________________________ ____________________________________________________________________ ___________________________________

Print Name Print Name Print Name Print Name

_________________________________ ____________________________________________________________________ ___________________________________

Title TitleTitle Title

_________________________________ ____________________________________________________________________ ___________________________________

Date DateDate Date

Submission of ApplicationSubmission of Application

Page 10: REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. a Builder/New Builder... · 2013. 4. 18. · 2 • A&S Building Systems Real People. Real Products. Real Solutions. A&S Building Systems

Real People. Real Products. Real Solutions. • 9

APPLICATION FOR CREDITATION FOR CREDITADATE ________________________TE ________________________ATE ________________________A

EFFECTIVE DEFFECTIVE DATE 6/07ATE 6/07A

Page 11: REAL PEOPLE. REAL PRODUCTS. REAL SOLUTIONS. a Builder/New Builder... · 2013. 4. 18. · 2 • A&S Building Systems Real People. Real Products. Real Solutions. A&S Building Systems

10 • A&S Building Systems

1. Any reAny reAny ferenferenf cescesc toA&SA&S or Seller ser ser hall refer torefer tor A&S Building SysteSysteSyst ms, L.P. aP. aP nd any and all of its affiffif liatestest and/or s/or s/or ubsidiaries.2. The partrtr ies exes exes e pressly agy agrerer e te te hat nt nt one of the fohe fohe f llowing TeTeT rms and Conditions of Sale, of Sale, o nor any Seller written terms not contacontac ined herein, may by by e waive waive e waive waiv d, modifi efi efi d, or amended without the express writtettett n

cococ nsent of tt of tt he Seller’s s Prerer sident or Executive Viceiceic -President at at nd CFO.3. Payments due Seller under under r under r the terms of this sale and any other money due Sellee Sellee r by Buyr by Buyr e by Buye by Buy r shall be paid to Seller at its principal ofncipal ofn ficipal officipal of ce in Houstfi ce in Houstfi o ce in Housto ce in Houst n, Harris Countyntynt ,y,y TexTexT asexasex uas uas nless otherwise dierwise dier rectectect d by Seller.r.r

The lawawa s of tws of tw he State oofofo TexTexT aexaex s shall goveoveov rn this agreement and performance under this agreement. Buyer conser conser nts to jurisdiction inn inn TeTeT xexe axax s.Any disputey disputey disput under this agreagreagr ement shall only be bbe bbe roror ught it it n a statetatetcococ urt urt ur ofofo TexTexT aexaex s. The parartiartiar es heretotot agrerer e te te hat venue shall e shall e be in Houstontont , Harris Countytyt ,y,y TexaTexaT s, for any and all claims or dispur dispur tes tes t arising out of all transactions bactions bactions etween Seller and Buyeyey r.r.r Buyer voluntariltarilt yagrees tes tes hat Houston, HHarris Cs Cs ountytyt ,y,y TexTexT as, is thexas, is thex e me me ost conveconvec nient forum and understatat nds the choicehoicehoic of foe of foe rum is an integrarar l andvital part ofofo Sf Sf eller’s agrs agrs e agre agr ement to sell toll toll t Buo Buo yeyey r.r.r By agreeing to vto vto e ve v nue inHoustotot n, Harris Countntyntynt ,y,y TeTeT xasexase , Buyer fully inty inty en inten int ds to wads to wads to w ive its rights, if ants, if ant y,y,y to veto vet nue in any place other than Houston, Harris Counis Couni tytyt ,y,y Texas.Texas.T The parties deem that this agreement it it s perforforf rmable in Houstontont ,Harris Cs Cs ountyntynt ,y,y TexaTexaT s, r, re, re, r gardless ofess ofess whether orr orr not any partartar of thet of thet agreereer ment is actually perferfer ormed informed inf Houston, Harris CountyHarris CountyHarris Count ,y,y TexasTexasT . In addition, Buye, Buye, Buy r agrees that Seller’s prices rerer fl efl efl ct an analysis of tof to heelimination of uncertcertcer atat ininty regaregar rding the jurisdictione jurisdictione for any dispute. If Buyeryery purchrchr ases a Metal Building System only, they, they termrmr s and conditions ofns ofns o this f this f purcurcur hase ordse ordse or er shall alsr shall alsr o be govevev rned in their intetet rpreprepr ta-tion by the sectectec ion titleed “Common Industry Practiccticc eticetic s: frofrofr m the Low Rise Building Systemtemt Manual, latest edition, published by the Methe Met tal Btal Bt uilding Manufafaf ctuctuc rerer rsrsr Association, 1230 Keith Building, Clevevev land,Ohio, 44115.

4. BuyerBuyerBuy agrerer es that at at ll paym payments ts t with lien relrelr ease language on the back of any check shall be sent only toly toly t theo theo principal offiprincipal offiprincipal of ce of Sellfi ce of Sellfi er, in Houstor, in Houstor n, Harris Cos Cos untyntynt ,y,y TexasTexasT . Buye Buye Buy r agreesgreesgr tees tees hat any paymentaccecec pted throughroughr Selleller’s lockbox ox o with lien ren ren r lease language on the check does not bind Seller to the atte atte at emtemt pted releasereleaser . Seller’r’rs agent at the lock box whoox whoo endorses anorses anor d/or acceptsptspt cs cs heckscksck for Sr Sr eller isauthorized only to unly to unly ccondcondc itional payments, nts, nt and no action by ction by c this agent shall ever give rise togive rise togive rise t a claio a claio m of of o any authoritf any authoritf y any authority any authorit , appay, appay rerer nt ent e or otherwise, beyonyony d that desct desct ribed in this pars pars a para par graph.AcAcA cccc ecec ptanptanpt cecec ofofo anycococ nditional check, including any liny liny en release language or otherwise at the locke locke box shall only by by e a pe a pe artial rertial rertial r lease for those fufuf nds received,received,r and neved neved nev r otherwise. This paragraprapr h cannot be waived ved v or modifiedexexe cecec pt in writing in advdvancedvancedv .

5. TeTeT rms of sale ale ale rerer Ce Ce .O.O.D. unless oss oss therwise agreee agreee d to in writing.Any and all crell crell cr dit terms st terms st hall be established at thet thet sole de de iscisci retion of Selleretion of Seller r’s Cres Cres Cr dit Dt Dt epartment. In the event Sellee event Sellee r gr gr rarar nts Bnts Bnt uyer credit terms,said crerer dit terms arerer ssubjbjbect tect tect o c to c t hange at at at ny time, forforf any reason, at the sole discrerer tion ofofo Seller withr withr out prior written notititce to Bce to Bce uyeuyeuy r.r.r Unless specifi cfi cfi ally cally c enumeraterater d herein,rein,r the pe pe rice rice ric does not include anytatat xeaxea s (including excise, prse, privilege, occupation, use, sales, etc.; Federarar l, Stal, Stal, St tetet oe oe r lor lor cal) cal) c or costs of costs of c shipment.All materialssold hereunder shall be in substantial compliance wice wic th Buyeh Buyeh Buy r’s rs rs e re r quest.Additionally,y,y allmatetet rials sold hereundernder arearear se se old F.F.FO.B. Seller’s plant. Seller rr rr e re r serveserveserv s the right to appropropr ve thve thv e cae cae rrier on all C.O.D. shipments. Bnts. Bn uyer asr asr sumes resporespor nsibility for the accuracy of vof vo ef vef v rbal orderder rs unless writtttt etet ncococ nfi rmfi rmfi ation is receivs receivs rec eeeiveeiv d prior tr tr o to t fabo fabo rication. Confi rfi rfiming orders shrs shr ould be marked “Confi rfi rfi ming OrdOrdOr er-er-er Do Not Duplicate.”

6. Any payments defts deft es defes def rreerrerr d aftaftaf ertert the due due e dateateat as specified herein shall bear intererer st at the rahe rahe r tetet of tenof teno percpercper ecec nt (10%) per annum. If an invovov iceiceic become become es past due, is placecec d in the hthe hthe andsndsn of any attorney for col-lectioctioc n, if collf collf c ectectec ed byted byt any any legal procrocr eoceoc edings, or if thf thf eAgreAgreAgr ement is relevant vant v to ato at ny other dispuny other dispuny te betweete betweet n the partie partie es, Buyer ar ar grees to to t pay Selly Selly er all of its attof its atto of its attof its att rney’s fees and costs ints ints currerrerr d in the collcollc ectionofofo sums owowo ed wed w by Buyer uyer to to t Seller on accouccoucc nt of of o principal, interest rest r or other chr chr arges. Buye. Buye. Buy r agrees that the attorney’s fees incurrrrr ed red r by Selleby Selleby r are r are r reasreasr onable and nececec ssaryssaryssar .y.y “Costs incurrerrerr d in the collecollec ctioctioc n of of osums” as used herein i is not to bto bto e limited totot coso coso ts incts inct urred in litigation, but includest includest , without limitation, copying and mailing ng n expensexpense es, lien fefef es, lost employee time time e, inspection expenses as as nd exexe perterter witnessesexexe penses in addition too to t to to a ta t xaaxaa ble coscosc ts ints ints curred in litigation.

7. BuyerBuyerBuy has and does bys by these preprepr sents gragragr nt tont tont t Seller ano Seller ano d Seller has and does hereby reby r retain aretain ar security intesecurity intesecurity int rest in all mt in all mt aterials, parts and accessoriesials, parts and accessoriesi (as well as all finished goods and/or prod/or prod/ cecec eds frs frs o fro fr mthe sale thererer of)of)o descriribed in and being purchased by Buyey Buyey Buy r pursrsr uant to thisAgreement. In addition, Buyer has and does by these se s presents grarar nt to Seller and Seller has nar has nar d does hereereer by rerer taitait n a s a s a ecurityurityuritintetet rerer st in all exi exi e sting or suor subsequently-y-y arising accounts, accounts recccounts recc ecounts rececounts rec ivable and supporting rting r obligations which may fray fray f oror m time to to t time hereaftftf er ter t come icome ic nto existetet nce during the term ofofo this sis sis ecurity inty int terest asst assta rerer sult of Buyer’s salee of of o any of tof tof he said mateateat rials, parts parts part , accessories or finished goods thes thes rerer of to aof to aof ny third partyrtyrt .y.y The security urity urit inteinteint rest herein grarein grar nted by Buyer anr anr d re re r tatat ined by Seller ier ier s to securerer pe pe aymentymentyof tof to he full he full he purchase pririce and all other charges arges ar due and owing Seller by Buyer unr by Buyer unr der tr tr he terms of tof to his sale. ThisAgreement isgovegovegov rned by Seby Seby ction ction c 2.101 et. seq. of the TexaTexaT s Busis Busis ness & Css & Css ommercrcr ecec Ce Ce ode,and the security intetet rerest hereereer under constitutes a “purchase moneye moneye security intererer st” pursuant toant toant t theo theo Uniform Commercial Code. ThiThiT s is is nstrument is a contract, security arity arity grerer ement and financing statetatetat mentbetwtwt eeweew n the Parties hereto.

8. The Bhe Bhe uyer or undersrsr igned gned individual who is either the credit applicant or a principal/aal/aal/ gent of tht of tht e Buyee Buyee r, recognizr, recognizr es that acredit hiredit hir story rerer port rt r may by by e a fa fa ac fac f toactoac r inr inr the evaluation of of o the cre cre e cre cr dit historytoryt oory oory f of o theBuyer.r.r Buyer,r,r therefoerefoeref rere, consentstst to and authorizes the use ofofo a cf a cf o a co a c mmercircir al, col, col, c nsumer or any oy oy ther creher creher cr dit rt rt e re r port on the Buyer or undersigned individual by Seller from time to time as may be needed in theor undersigned individual by Seller from time to time as may be needed in theocredredr it evaevaev luation propropr ceecec ss.

9. All orders arers arers ar sube sube j subj subect tto apprto apprt oo approo appr val and acceptaacceptaaccept nce by Seller.r.r TeTeT rms coms coms c ntained within any Purchase Order issued by Buyer confl ifl iflctictic ng with these TermsTermsT and Conditions shall be oe oe f of o nof nof fo no fo no rce rce rc and efffff efef ctctc .All salesby Seller of of o any naturere to Bto Bto uyeuyeuy r shall be me me ade under thr thr e pre pre o pro pr visions ofvisions ofvisions o thisf thisf Agreereer ment.Any documents that Buyeat Buyeat Buy r may use from timimi e to time foe foe f r their convr convr eniencecec , including but not limitt limitt e limite limit d to to t , purchurchur aseorderder rsrsr or sales ackles ackles nowlwlowlo edgment forms shall be deemed tomed tomed t be o be o forforf administraministraministr tive conveconvec nience only and the terms and cos and cos and c nditions ofthisAgreement as well as tt as well as tt he tee tee t rms and conditions aons aons s sts sts a sta st tetet d in Seller’sinvoices aces ac nd bills of lof lof adiding shall supersrsr ede and take pre take pre take pr cedence ovovo evev r any oy oy f of o Bf Bf uyer’s terms and conterms and cont ditions which may be conte conte a conta cont ined ed e on any such foh foh f rms.

10. Seller shall not bt bt e lie lie able to Buto Buto yer forr forr f anor anor y iny iny cidental, special, compensatoryryr , cy, cy o, co, c nsequential, expectexpecte axpectaxpect tion, exemplary ory or r lir lir quidatquidatq euidateuidat d damages of any nature.ure.ur Additionally,y,y Seller shall not be liabe liabe ble totot BuyeBuyeBuy r fofof r backchargesargesar or ges or ges loss of of o usee to e to e Buyer arising out of any alleged mis-fay alleged mis-fay alleged mis-f brications or delay in carryi carryi c ng out this contract. Seller shall not ll not l be liable toe liable toe liable t Buo Buo yer yer y for for f any damages andes andes /or/or/ loss sustastast ined by By By uyeruyeruy due totot fire,strike, act of Gof Go od, wawaw r, t, tr, trr, tr e, te, t rrorrorr rism, insurrection, mction, mc ob actionctionc , act ofofo gf gf overnment, loss, damage or delay of mater delay of mater rials, floflofl ods, storms, inability tinability tinability o to t obtaobtaobt in materials, or or or ther actactac stst or circurcur mstatat ncencenc s. Buyeyey r agregregr esthis limitatat tion of Seller’’s lis lis ability ity ity s rearear sonable. Buyeable. Buyeable. Buy r furthfurthf er agreesreesr that this limitatiotatiot n of Seller’s liability is part ofofo thf thf e consideratione consideratione for this agreement and is reflectectec edtedt in the amounts chargehargehar d by Seller underthis agrerer ement. Buyeuyeuy r r intends that this lis lis mitaitait tion on Seller’s liability be liberally construed in favor of Seller to elir to elir minateateat any other liability of Seller other than repaire any other liability of Seller other than repaire or replacement of defective products. FUR-replacement of defective products. FUR-replacement of defective products. FURTHER, BUYER HEREBHER, BUYER HEREBYAGREESAND STIPULALAL TESATESA THATATA INT INT THE EVENT SELT SELT LER RECEIVES NOTIFICAICAIC TIATIA ON OFA PRICE A PRICE A INCREASE FROMANY OY OY F ITS SUPPLIERSPPLIERSP BETWEEN THE DATATA EOF THISAGREEMENENTAND THE DATATA E SCHEDULED FOR DELIVERY ORY ORY F THE MATERIAATERIAA LS COVERED HEREBY,Y,Y SELLER RESERVESRVESR THE RIGHT,T,T IN ITS SOLE DISCREDISCRED TION, TO INCREASETHE PURCHASE PRPURCHASE PRICE STATED HEREIN TATED HEREIN TA INANAMOUNT CORRESPONDINGT CORRESPONDINGT TO SAID PRICE INCREASE.

11. Buyer may cancel an ordordor er by giving writteitteitt n noticecec to Seller. r. r In the evene evene t of suct of suct h cancellcancellc ation, Buyer agrerer es to pay Seller allr allr costs and damages incurred by Selley Selley r in prepr in prepr aring totot perfrfr ofof rm the terms of theorderder r and in perforfor rminng the terms ofofo the order porder por rior to the r to the r recrecr eeceec ipt by Seller ofr ofr such written notice, including but not limitet limitet d tod tod Seller’s expensexpense es of ps of ps of urchases ofes ofes o material, labor,r,r fabricfabricf atabricatabric ion and overhead.

12. All matetet rials sold hereehereher under tr tr o to t Bo Bo uyeyey r are final and cacac nnot bt bt e returned totot Seller for for r cr cr rerer dit unless Buys Buys e Buye Buy r obtains prior written approval frfrf omromr Seller’s authorized reprerer sentatitatit ve.ve.v A25% restocstocst king fee shall bechargeargear d on all retll retll r urneed materials. Buyeruyeruy may arrarar nge fe fe o fo f r pickup of op of op rder rder r at Seller’s plant or shipment will be made by common cacac rrier - “- “- Freight Collectt Collectt ” Collect” Collect - unless other arrangements ts t are prerer viously made.If, at BuyeBuyeBuy r’s res res r quest, t the delivevev ry ory ory f of o matetet rials is delayed, then Seller shall have the optione optione to invoice Buyeto invoice Buyeto invoice Buy r for for f r the priceof materials, which invoice shall be due in accordance with the terms of paymentprovrovr ided hererer in. Buyer er Buyer Buy will reim reim r bursebursebur Seller fr fr o fo f r the costhe costhe ofofo stof stof ring materials if shipment is delayed by Buyyed by Buyy eed by Buyeed by Buy r,r,r and will assume ae ae ny damages to the materials caials caials c used by deteriy deteriy oration.

13. Upon rerer ceipt of of o paymeent in full, Seller warrarar nts itsts itsts it works works manship against p against p failfailf ure due toe toe t do do efectfectfec s pets pet r Seller Seller r’s writtes writtes writt n warrantientien s for a s for a s period of of o of of ne (1) year fr fr r fr f omromr date of Ste of St eller’s invos invos inv ice;ice;ic howeveoweveowev r, r, r at Sellt Sellt er’s solediscrerer tion, Buyer’s sos sos le and exclusive ive iv rerer medy shall be limitee limitee d to the repairrepairr or replacelacelac ment of defecf defecf def tiveectiveec parts, F.O.B.F.O.B.F Seller’s plans plans ts (tts (tts rarar nsportation,rtation,r redesign, dismantling, disposal of mof mof ateriterit al and installastallast tionarerer not included). Unleless specifi edfi edfi in writing, Seller makes nakes nakes o wawaw rrarar nties, express or impliress or implir ed, and Seller’s liability shall be limitee limitee limit d to its written wad to its written wad to its written w rranties ies i and Buyend Buyend Buy r agrees Sellerees Seller r shall not be liable liable e fe fe o fo f r anyincidentantant l, special, commpensatorypensatorypensator ,y,y expectaectaect tion, exemplary or cory or cory or c nsequential damages, which Buyer myer my ay sufffff efef r forforf any reason, includingludingl reasons attributable te te o to t So So eller.r.r In the event that Buyeruyeruy per per urcurcur hasesa WEa WEa ATATA HER TIGHTNESSNESS WARRANTWARRANTW YARRANTYARRANT , all SelleY, all SelleY r pr pr rocrocr eoceoc dures ms ms ust be followedfollowedf for for f issuancencenc ofe ofe the warrarar ntyntynt ay ay nd Buyer must have paid in full all invoices for materials and the warranty before it will befull all invoices for materials and the warranty before it will befissued. Seller does ns ns oot warrarrarr nt propropr ductsctsct ts ts hat at at re re r not manut manut facfacf tactac ureureur d by Seller excer excer pt to the expt to the expt t to the ext to the ex ent otent ot fent ofent o thef thef warrarar nty Seller may actuctuc ally pass throhrohr ugh or assign from the manufaufauf cturerer r.r.r SELLER MAKES NOWARRANTWARRANTW YARRANTYARRANT , Y, Y EXPRESS EXPRESS OR IMR IMR PLIED,AS TO THE MERCHANTABITABIT LITYITYIT OR FITNESS FORANY PAPAP RTRTR ICULAR PURPOSE OF THE PROPERTRTR YTYT SOY SOY LD UNDER THIS CONCONC TRACT.T.T This wawaw rranty nty nt isspecificacac lly non-assignnable and non-t-t- ransfernsfernsf able.erable.er Buyer acknowlowlo edges its rits rits es res r ponsibilitytyt ty ty o to t determine fofof r tr tr he intended use of tof tof he matematemat rial and/or Metal Buildingerial and/or Metal Buildinge System, its appropriateness for all loads to beencococ unteunteunt red, including bung but not limited totot live load, wind load, snow/ice load, cod, cod, c llateral and auxiliary loads, as well as its apapa propriateness for compliancencenc wite wite h the requirements ots ot f s of s o all goververv ning cococ de bde bde odies,statat tutotot ry ry r and re re r gulatoryorytoryt agencies. Exceptceptc for the obligations of Seller here unre unr der, r, r all responsibility of Seller fof Seller fo of Seller fof Seller f r the materialsialsi and/or Mr Mr etal Building Systg Systg Sy emstemst cecec ases upon Seller’s delivedelivedeliv ryryr totot to to he ce ce a ca c rrier for ship-ment of of o the mae mae tetet rials aand/or Mr Mr etal Btal Bt uilding System ttem tt oem toem t tho tho e Buyee Buyee r. Ur. Ur nless otherwise se se pecifiefiefi d herein,rein,r Seller shall select select selec the cacac rrier for shipment of the me me aterials and/or Metaltalt Building Sysysy tetet m to tto tto he Buyeyey r andshipment charges frs frs o fro fr m the pm the plant ot ot f of o manufaufauf cture to Buyecture to Buyecture to Buy r shall be the sole sole e responsibility of Bty of Bt uyer.r.r All claims against the cahe cahe c rrieiei r for dr for dr amage toe toe t oo oo r losr losr s of the material and/or Metal Building Systetet m or ar ar ny partartarthereoreor f eof eo shall be me me ade by bye bye B by B by uyeuyeuy r.r.r Any damage or losse or losse during transit shall ransit shall r be the sole rehe sole rehe sole r sponsibility ofility ofility o Buyef Buyef r. Sellr. Sellr er’s delives delives deliv ryschedule is approximaroximar te ote ot nly. Cly. Cly aims for shr shr ortartart ges or dr dr efecfecf tivectivec e tive tiv materials ms ms ust bemade tde tde o to t So So eller in writining within fi vfi vfi e ve v (5) daysysy as as ftftf etet r recr recr r eipeceipec t of shipment (which the partiesrtiesr agree is a reasonable time), or said claim shall be conclusively waie conclusively waie vevev d.

14. Any py py lans, specifi cfi cfi a ca c tions, deons, detatat ils, descriptions, documentstst , tetet rms and/or conditions not specifi cally fi cally fi refrefr eefeef rredredr to and accecec pted in this agreementgreementgr are not a part rt r hereof and shall not bell not bell not binding upon Seller. r. r Ifrerer questetet d, Seller will s submit to Bt to Bt t uyer approvrovr aovaov l drawingsrawingsr of the materials e materials e and/ond/ond/ r Metaetaet l Building System which is the goe goe ods forminini g the subject matter ofofo this cis cis ontr contr c aontraontr ct. The approval drarar wiawia ngs mgs mgs ay cococ nsist ofofo afloor pr pr lan, anchor bolt plan and croscroscr s section.ection.ec In order fofof r Seller to pto pto roceed with the preparation of of o detadetadet iled shop drawings and tnd tn he manufacture re r of the mae mae terialterialt s, the Be Be uyer shr shr all return one (e (e 1) set ot ot f of o apf apf provaldrarar wingawinga s tos tos t to to he Seller with a notatitatit on ofofo the Buyee Buyee r’s outright approval subjectbjectbjec to ct to ct hanges or correcr correcr t correct correc ions, if any, ny, ny oted thererer on.on.o Approvalrovalr as noted by the Buyeryery affiaffiaf rms trms trms hat Seller has cococ rrectlyrectlyrec inteinteint rpretretr eeteet dthe oveoveov rallrallr contracontrac ctctc reqquiremiremir ents for the materials and/od/od/ r Metal Buildings Sysgs Sysgs temstemst and its accessories, and the exact locationof accessories.All material sold will be in sue in sue bstastast ntial compliancencenc to to t appropropr veddrarar wingawinga s only. y. y Buyer m mr mr ay orarar lly waivey waivey the right to receto receto rec ive and apprond apprond appr ve drawings; provided, however, thr, thr at in waiving such right, Buy, Buy, e Buye Buy r acceccecc pts Sellets Sellet r’s interpretapretapret tion as being correct act act nd fufuf rtrtr her acceccec pts allpts allptrerer sponsibility for anr anr y didiscrepancies in the matetet rials and/or Metal Building SystemSystemSyst that a review ofa review ofa the said drawings would have ve v reverever aled to Buyer. Dr. Dr etatat iled shop drawings ofofo individual partrtr s ots ot f ts of ts o he matertert ialor Mr Mr etaltalt Building Sys Sys Sy tememtemt will not be fufuf rnished by Seller.r.r

15. Buyeryery may submit a wwrittttt etet n re re r quest for char char nge orders to Seller ato Seller at dding, deleting or altr altr e alte alt ring the Quantityantityantit , Description y, Description y or Specipecip fications of mof mof aterial ordererer d. Seller, ur, ur pon receipt of ceipt of ceipt a writtewrittewritt n request for changeorderder r,r,r shall price the ice the ic requesequesrequesr ted changes and send to BuyeBuyeBuy r a pa pa rice quotaquotaquot tion thereof. Sellerereof. Sellerer shall be under no obligation to ato at cceccec pt or perft or perft or per ofof rm a reqreqr uest for chr chr ange order unless Buyeyey r accecec ptstst is is n writing,without alterlterlt aeraer tion or addjdjdustment, the change ordeordeor r at the pricee pricee pric s and terms quoted by Seller.r.r

16. BUYERASSUMES ENES ENTIRE RESPONSIBILITYBILITYBILIT AND LIABILITYTYT FORY FORY ANY CY CY LAIMS ORLAIMS ORL ACTIONS BASED ON ORARISING OUT OF INJURIES, INCLUDINGDEATH,ATH,A TO PERSONS OR DAMAGESTO OR DESTRUCTION ON OF PROF PROF OPERTRTR YTYT , SUSY, SUSY TAINEDTAINEDT ORALLEGED TO HAVE BEEN SUSAVE BEEN SUSA TAINED TAINED T IN CONNECTION WITH OR TO HAVEAVEA ARISEN OUT OT OT F ORF ORF I OR I OR NCIDENDEND TATAT LTO THE PERFOR-R-RMANCE OF THIS COONTRACT BY BUYER, ITSAGENTSAND EMPLOYEES,AND ITS SUBCONTRACTORS, THEIRAGENTSAND EMPLOYEES, INCLUDING CLAIMS ORS ORS ACTIONS FOUNDEDIN WHOLE OR IN PAAPAP RT UPON THEALLEGED NEGLIGENCE OF SELLER, SELLER’S REPRESENTATIVES, ORTATIVES, ORTA THE EMPLOYEES,OYEES,O AGENTS, INVITEES, OR LICENSEESCENSEESC THEREOF.F.F BUYERFURTRTR HERAGREES T TO DEFEND, INDEMNIFYFYF AND HOLD HARMLESS SELLERAND ITS REPRESENTATTATTA IVES,AND THE EMPLOYEES,AGENTS, INVITEESAND LICENSEESLICENSEESL THEREOF INRESPECT OFT OFT ANY SUCH SUCHY SUCHY MATATA TERSTTERST ANDAGREES TO DEFENDANY CLAILAIL M OR SUIT ORT ORT ACTION BROUGHTAGAINST SELLER, SELT SELLER, SELT LER’S REPRESENTATTATTA IVE,ANDANDA THE EMPLOYEES,OYEES,OAGENTS, INVITEESANDAND LICENSEES THEREOF.F.F

17. ThisAgreeAgreeA ment, along ong with Seller’s Quotation/Contratratr ct and/or Purchase rchase r Order including its Uniform Terms Terms T and Conditions, whihihch is incorporarar ted herein by rey rey r fereferefer nce, and any attattat atat ched exexe hibitsitsit cococ nstituteuteutthe entirerer agreereer ment oof of o the partartar ies hereihereiher n.

Signature __re __r _e ___e __ ____ ____ ____ ____ ______ ______ ____ ____ ____ _______ ____ ____ ____ ____ ____ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________________________ ________________________ __________________ __________________ Date ___________ ________ ________ ________ ________ ________ ________ ________________ ________________ ________ ________ ________ ________ ________ ________ ____ ____ ____ ____ ______

EFFECTIVE DATE 6/07ATE 6/07A

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Real People. Real Products. Real Solutions. • 11

A & S Building Systems Builder AgreementA & S Building Systems Builder Agreement

A & S Building Systems1880 Highway 116Caryville, TN 37714

Company Name: _____________________________________________________________ _____________________________________________________________

a __________________________________________________________________________ __________________________________________________________________________(corporation, partnership, or sole proprietorship - if corporation, include state of incorporation)

having its principle place of business at

________________________________________________________________________________________________________________________________________________________street and number

________________________________________________________________________________________________________________________________________________________city county state zip

This AGREEMENT made and entered into by and between A & S BUILDING SYSTEMS, A This AGREEMENT made and entered into by and between A & S BUILDING SYSTEMS, A DIVISION OF NCI BUILDING SYSTEMS, herein referred to as “A&S” and Builder, whose DIVISION OF NCI BUILDING SYSTEMS, herein referred to as “A&S” and Builder, whose full identity and address is shown above, hereinafter referred to as “Builder”. In consideration full identity and address is shown above, hereinafter referred to as “Builder”. In consideration of the mutual promises and obligations hereinafter set forth, it is hereby agreed as follows:of the mutual promises and obligations hereinafter set forth, it is hereby agreed as follows:

I. BUILDER APPOINTMENT 1.1

II. TRADE NAMES & GOOD WILL 2.1

A & S hereby appoints Builder and Builder hereby accepts appointment as an A & S hereby appoints Builder and Builder hereby accepts appointment as an authorized Builder of products manufactured by A & S. Builder hereby being authorized Builder of products manufactured by A & S. Builder hereby being granted the non-exclusive right to sell such products. It is the intention of the granted the non-exclusive right to sell such products. It is the intention of the parties that the relationship existing between them shall be that of independent parties that the relationship existing between them shall be that of independent contractors and buyer and seller, and that nothing contained in this agreement or contractors and buyer and seller, and that nothing contained in this agreement or done pursuant to it shall constitute Builder the agent of A & S for any purpose done pursuant to it shall constitute Builder the agent of A & S for any purpose whatsoever. Builder has no authority to bind A & S by any representations, state-whatsoever. Builder has no authority to bind A & S by any representations, state-ments, or agreements on in any manner whatsoever.

Builder shall not use the A&S name, trade names or trademarks in connection Builder shall not use the A&S name, trade names or trademarks in connection with any material of products, other than the Products, in any manner which may with any material of products, other than the Products, in any manner which may imply that such other material or products originate from or are approved by A&S. imply that such other material or products originate from or are approved by A&S. The nature of each of the services for which any of A & S’s service marks is to The nature of each of the services for which any of A & S’s service marks is to be used by Builder shall have the approval of A & S and Builder agrees to meet be used by Builder shall have the approval of A & S and Builder agrees to meet the standards of quality established by A & S for such services. A & S shall be the the standards of quality established by A & S for such services. A & S shall be the sole judge of whether Builder has met or is meeting said standards of quality and sole judge of whether Builder has met or is meeting said standards of quality and Builder agrees to allow any authorized representative of A & S at any time to enter Builder agrees to allow any authorized representative of A & S at any time to enter Builder’s premises where such services are being provided to inspect same.

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12 • A&S Building Systems

2.2 2.2

2.3 2.3

2.4 2.4

2.5 2.5

III. SALES TERRITORYIII. SALES TERRITORY 3.1 3.1

All use and reference to the trademarks and service marks by Builder shall conform with proper trademark and service mark practice and with such instructions as A&S from time to time may issue or approve and in no event shall use or reference to trademarks and service marks be inconsistent in form or content with the sole ownership of the trademarks and service marks by A&S.

Without the express written consent of A&S, Builder shall have no right to employ any of the trademarks or service marks or any word or symbol similar to any of the trademarks or service marks in any name in which it does business, nor shall Builder engage in any unauthorized or improper use of any of the trademarks or service marks or any mark confusingly similar thereto.

Builder shall obtain the prior written approval of A&S concerning all advertising displays, invoices, labels, packaging, materials, letterheads, markings, tags, and all other materials bearing any of the trademarks or service marks. Upon termination of this agreement, Builder shall immediately cease all use of the trademarks and service marks and shall promptly deliver to A&S free of any charge to A&S any and all of the said materials that bear any of the trademarks and service marks that are then in Builder’s possession.

Builder and A&S agree to avoid any trade practices which may be considered to be injurious to the other’s good name and/or good will, or that could be considered detrimental to the public interest of good business.

Sales territories are non-exclusive, and are delineated for advertising and sales pen-etration purposes only. The area to which Builder shall devote his principal sales efforts shall be known as Builder’s area of primary responsibility, and is described as: STATES/COUNTIES____________________________________________________________________________________________________________________________________________________________________________________________________It is understood that the Builder shall be primarily responsible for the development of such sales area, but the designation of such area is not to be construed to prohibit sales by the Builder outside of such area or the sale by other builders or A&S inside such area.

A&S specifi cally reserves the right to sell to any government or governmental agency or instrumentality, and to government contractors, and to any purchaser which A&S classifi es as a national account and which in its judgement can be prop-erly served only by direct sales. A&S may also give, loan, lease, or sell buildings to charitable, religious, educational, or other non-profi t groups, or to companies or persons affi liated with A&S.

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Real People. Real Products. Real Solutions. • 13

3.2

IV. TERMS AND CONDITIONS OF SALE 4.1

4.2

4.3

V. PRICE AND TERMS 5.1

5.2

VI. DELIVERY6.1

Sales for export outside the United States involve special considerations, and Sales for export outside the United States involve special considerations, and Builder should obtain the approval of A&S before accepting any such order.Builder should obtain the approval of A&S before accepting any such order.

Orders for products submitted to A&S by Builder shall be binding upon A&S only Orders for products submitted to A&S by Builder shall be binding upon A&S only if accepted and approved by A&S at its offi ce in Caryville, Tennessee, in writing if accepted and approved by A&S at its offi ce in Caryville, Tennessee, in writing or by shipment and, when accepted, shall be subject to all the terms and conditions or by shipment and, when accepted, shall be subject to all the terms and conditions of this agreement.

Builder may not revise, cancel, or postpone an order after acknowledgement from Builder may not revise, cancel, or postpone an order after acknowledgement from A&S without the express written consent of A&S, except that Builder may do A&S without the express written consent of A&S, except that Builder may do so by paying to A&S the standard charges in effect at the time of such revision, so by paying to A&S the standard charges in effect at the time of such revision, cancellation, or postponement.

A&S will sell to Builder standard buildings at A&S list prices in effect at time A&S will sell to Builder standard buildings at A&S list prices in effect at time of shipment, less the specifi ed discount. Special buildings will be quoted on a of shipment, less the specifi ed discount. Special buildings will be quoted on a net price, no-further-discount basis. Any sales, use, excise or other similar tax or net price, no-further-discount basis. Any sales, use, excise or other similar tax or charge incident to the sale of the building will be paid by the builder.

Builder assumes the responsibility for the accuracy of his quotations to his Builder assumes the responsibility for the accuracy of his quotations to his customers. A&S will carefully check Builder’s pricing on orders submitted to customers. A&S will carefully check Builder’s pricing on orders submitted to A&S. Builder will be notifi ed of any discrepancy between his pricing and the A&S. Builder will be notifi ed of any discrepancy between his pricing and the correct price. The difference will be shown on the account of Builder as an addi-correct price. The difference will be shown on the account of Builder as an addi-tion or subtraction of his submitted purchase order.

All orders shall conform to such rules and be on such forms as A&S may from All orders shall conform to such rules and be on such forms as A&S may from time to time prescribe. Orders shall be submitted in writing on standard pur-time to time prescribe. Orders shall be submitted in writing on standard pur-chase orders issued by A&S or other acceptable methods of ordering and shall chase orders issued by A&S or other acceptable methods of ordering and shall specify the Builder’s desired delivery date. It shall be deemed that the Terms and specify the Builder’s desired delivery date. It shall be deemed that the Terms and Conditions of Sale as listed in this Agreement are incorporated therein, whether Conditions of Sale as listed in this Agreement are incorporated therein, whether or not it is stated or implied on the form, and that no inclusion of any different or or not it is stated or implied on the form, and that no inclusion of any different or additional terms, proposed by Builder, has been made.

A discount of 1% will be offered on all invoices. Terms available are 1% ten days-A discount of 1% will be offered on all invoices. Terms available are 1% ten days-net due thirty days from invoice date, 1% discount on C.O.D. deliveries, Joint net due thirty days from invoice date, 1% discount on C.O.D. deliveries, Joint Check Agreements, and Direct Pay Agreements. Terms will be determined by Check Agreements, and Direct Pay Agreements. Terms will be determined by the Credit Manager of A&S based on submission of forms requested and credit the Credit Manager of A&S based on submission of forms requested and credit history.

A&S will use reasonable efforts to meet delivery schedules accepted or prescribed A&S will use reasonable efforts to meet delivery schedules accepted or prescribed by A&S, but shall not be liable for any incidental or consequential damages by A&S, but shall not be liable for any incidental or consequential damages occasioned by any delay or any failure to meet delivery schedules.

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14 • A&S Building Systems

6.2 6.2

6.3 6.3

6.4

VII. WARRANTYVII. WARRANTY 7.1 7.1

VIII. TERMINATION & DEFAULTVIII. TERMINATION & DEFAULT 8.1 8.1

8.2 8.2

A&S shall be excused for any and all delays caused by Acts of God, fi re, wind-storm, or other casualty, war, riot, insurrection, shortages or unavailability of ship-ping facilities, strikes, slowdowns or other labor diffi culties, decree or order of any court or government, priorities claimed by governmental agencies, or for any other cause beyond A&S’s reasonable control. A&S will employ diligent efforts to no-tify and advise Builder of any contemplated or expected delay or delays. A&S will attempt to comply with routing and shipping instructions of Builder where lawful and practicable, but reserves the right to ship by alternate route or forms of trans-portation when shipment by Builder’s instructions shall be deemed impracticable.

Delivery of any materials by A&S to an A&S carrier, common carrier, or to Build-er’s own, leased, chartered or authorized conveyance shall constitute delivery to Builder, and thereafter, such materials shall be at Builder’s risk. If Builder chooses to use his own or a private carrier, he shall be solely responsible for observance of all applicable government regulations. All charges shall be borne by Builder. A&S responsibility ceases upon delivery of shipment to carrier.

Builder agrees to make an inspection upon arrival of all buildings and parts shipped to Builder or its customer. If any item is missing, Builder must note on Freight Bill and notify A&S immediately or A&S cannot be held responsible for any shortage of buildings or parts. If any item is damaged, note on Freight Bill and fi le claim with Freight Agent.

A&S will endeavor to ship orders on the dates requested by Builder, all orders and deliveries are subject to the fi lling of prior orders on fi le with A&S and to contingencies and happenings beyond A&S’ reasonable control, and A&S shall not be liable for any failure or delay in fi lling orders.

Builder shall make no representation concerning the manufacturer’s warranty cov-ering Products, but shall refer its customers to A&S’ standard warranty in effect at the time.

This Agreement may be terminated at any time by either Builder or A&S upon not less than a thirty (30) days written notice to the other.

The Agreement may be terminated by A&S immediately, either with or with-out notice if any of the following events occur: Builder’s admitted insolvency; or an assignment by the Builder for the benefi t of creditors; or the institution of voluntary or involuntary proceedings by or against Builder in bankruptcy or under insolvency laws, or for the liquidation or dissolution of the Builder; or the appoint-ment of a receiver or trustee for the Builder; or the conviction of the Builder or any principal offi cer or manager of the Builder of any crime tending to affect adversely the ownership, operation, management, business, or interests of Builder or A&S.

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Real People. Real Products. Real Solutions. • 15

8.3

8.4

IX. EFFECT OF TERMINATION9.1

9.2

9.3

9.4

X. GENERAL 10.1

10.2

10.3

The Agreement shall be terminated, either with or without notice, if Builder elects The Agreement shall be terminated, either with or without notice, if Builder elects no to continue the relationship described herein in accordance with Article XII.no to continue the relationship described herein in accordance with Article XII.

On termination date, Builder will return to A&S, postage prepaid, all Starter Kit On termination date, Builder will return to A&S, postage prepaid, all Starter Kit material, including Product and Planning Manuals, the Bulletin Reference Manual, material, including Product and Planning Manuals, the Bulletin Reference Manual, the Marketing Manual, and the MBMA Manual. Upon receipt of said material and the Marketing Manual, and the MBMA Manual. Upon receipt of said material and postage receipt, A&S will refund postage amount to Builder.

Termination of the Agreement shall not release either party from the obligation to Termination of the Agreement shall not release either party from the obligation to pay any sum which it may then owe to the other.

Upon termination of the Agreement, Builder shall immediately discontinue all use Upon termination of the Agreement, Builder shall immediately discontinue all use of A&S’ name, trade names, trademarks, or service marks.

Prior to the date of expiration of the Agreement by lapse of time (as Prior to the date of expiration of the Agreement by lapse of time (as distinguished from termination under Article VIII), Builder may fi le with A&S distinguished from termination under Article VIII), Builder may fi le with A&S a list of prospective customers with whom he is negotiating. If Builder obtains a list of prospective customers with whom he is negotiating. If Builder obtains an order from any such prospective customer and exhibits the same to A&S and an order from any such prospective customer and exhibits the same to A&S and delivers to A&S an order based thereon within ninety days after the date of ex-delivers to A&S an order based thereon within ninety days after the date of ex-piration of the Agreement. A&S will accept and fi ll such order (subject to A&S piration of the Agreement. A&S will accept and fi ll such order (subject to A&S standard conditions of sale which are applicable to all orders).

Upon termination of the Agreement, A&S may at its option, cancel any or all Upon termination of the Agreement, A&S may at its option, cancel any or all unfi lled orders, except orders for buildings or parts which Builder has actually unfi lled orders, except orders for buildings or parts which Builder has actually sold to a customer and which have been accepted by A&S. Upon termination or sold to a customer and which have been accepted by A&S. Upon termination or expiration of the Agreement, A&S may, as it option: a.) Assist Builder in disposing of any buildings or parts when owned by a.) Assist Builder in disposing of any buildings or parts when owned by Builder and previously purchased by him from A&S, and/or b.) Repurchase any usable buildings or parts in Builder’s stock.

This Agreement supersedes any prior agreement between Builder and A&S (or This Agreement supersedes any prior agreement between Builder and A&S (or between Builder and any predecessor(s) of A&S) relating to Builder’s sales of between Builder and any predecessor(s) of A&S) relating to Builder’s sales of A&S Products and all transactions between Builder and A&S.

The Agreement shall not be valid or binding until approved by a duly authorized The Agreement shall not be valid or binding until approved by a duly authorized representative of A&S at its main offi ce in Caryville, Tennessee and when so representative of A&S at its main offi ce in Caryville, Tennessee and when so approved it shall be deemed to be a contract and shall be construed and enforced in approved it shall be deemed to be a contract and shall be construed and enforced in accordance with the Laws of the state of Tennessee.

If it shall be found that any part of the Agreement violates the law of any state or If it shall be found that any part of the Agreement violates the law of any state or government division having jurisdiction in the premises, such portion shall have no government division having jurisdiction in the premises, such portion shall have no force or effect in such state of governmental division, and the Agreement shall be force or effect in such state of governmental division, and the Agreement shall be treated as if such portion had not been inserted therein.

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16 • A&S Building Systems

10.4 10.4

10.5 10.5

10.6 10.6

10.7 10.7

10.8

10.9 10.9

XI. COOPERATIVE ADVERTISINGXI. COOPERATIVE ADVERTISING 11.1 11.1

11.2 11.2

No waiver by either party of the terms of the Agreement or of a breach of any of the provisions of the Agreement shall be deemed a waiver of any succeeding breach. Non-enforcement by either party of any of the provisions of the Agreement shall not be a waiver or in any way affect such party’s right to enforce all such provi-sions.

The Agreement, which by reference incorporates these terms and conditions, em-bodies all agreements between A&S and Builder and it may not be altered, en-larged, renewed, or extended except by a written agreement expressly declared to be a modifi cation, renewal, or extension of the Agreement.

Unless written notice of change of address is given, all notices shall be effective if addressed to the parties at their addresses as shown on the Agreement.

If payment is not received for any order placed by Builder and should order be placed in the hands of an attorney for collection or is collected through any form of legal proceeding, Builder agrees to pay a reasonable attorney fee which shall not be less than ten percent (10%) of the full amount due.

By acceptance of the merchandise or services set forth in the invoice, Builder agrees to pay the invoice amount within the time specifi ed on the invoice. If not paid within that time, Builder further agrees to pay a late payment charge on any unpaid amount in the form of a time-priced differential service charge of two percent (2%) for each month or portion thereof that the invoice amount remains unpaid, or the maximum rate permitted by law, whichever is lower.

Co-Op Funds: The basis for the A&S Co-Op Advertising Funds available to the undersigned Builder is one half of one percent (1/2 of 1%) of Builder’s year-to-date shipped steel purchases, paid for within terms. The Co-Op amount allowed Builder against those available funds is one-half of the amount of paid invoices for Approved Programs as specifi ed.

Advertisement Regulations: Any advertising program or expenditure submitted by Builder for Co-Op Reimbursement must comply with the regulations listed below: a.) All visual advertising must carry the A&S logo in a size equal to the Buildership’s logo and company name. b.) All audio advertising must identify Builder as an Authorized Builder

Before Builder Agreement is signed by A&S, the prospective Builder will complete and sign the Builder Application. A check payable to the order of A&S, for $450.00 ($1,145.00 with the inclusion of the Astek II and Value Express Plus software package), should be attached to the application. In the event the applica-tion is not accepted, the check will be returned.

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Real People. Real Products. Real Solutions. • 17

11.3

11.4

11.5

Any advertising program or expenditure, whether provided by A&S as part of an Any advertising program or expenditure, whether provided by A&S as part of an A&S Builder Advertising Program or by the Builder in his own behalf, which A&S Builder Advertising Program or by the Builder in his own behalf, which is to be submitted for Co-Op Reimbursement, must be approved by the A&S is to be submitted for Co-Op Reimbursement, must be approved by the A&S Advertising Department prior to the Builder’s participation in that program. Each Advertising Department prior to the Builder’s participation in that program. Each program or expenditure submitted for reimbursement must have separate, specifi c program or expenditure submitted for reimbursement must have separate, specifi c approval. Standard A&S Request for Approval forms are available at no charge approval. Standard A&S Request for Approval forms are available at no charge through the A&S Advertising Department. Approval of any advertising program through the A&S Advertising Department. Approval of any advertising program or expenditure is subject to Builder’s compliance with aforementioned Co-Op or expenditure is subject to Builder’s compliance with aforementioned Co-Op Advertising Regulations and to the Builder’s funds as outlined above in Co-Op Advertising Regulations and to the Builder’s funds as outlined above in Co-Op Funds.

Co-Op Reimbursement - Any advertising program or expenditure submitted for Co-Op Reimbursement - Any advertising program or expenditure submitted for Co-Op Reimbursement must be accompanied by each of the following items Co-Op Reimbursement must be accompanied by each of the following items before it can be processed for payment: a.) A fully completed and signed Request for Reimbursement b.) A copy of the original signed Request for Approval that specifi cally b.) A copy of the original signed Request for Approval that specifi cally applies to the reimbursement. c.) A copy of the original signed Advertising Agreement for that calendar c.) A copy of the original signed Advertising Agreement for that calendar year. d.) Any and all of the documentation listed below that is pertinent to the d.) Any and all of the documentation listed below that is pertinent to the type of advertising being submitted for reimbursement. 1.) Proof of full payment of any and all invoices related to the 1.) Proof of full payment of any and all invoices related to the advertising expenditure. 2.) Tear sheets of any print ads clearly indicating the name and 2.) Tear sheets of any print ads clearly indicating the name and date of publication. 3.) Sworn statement by the broadcast station for any electronic 3.) Sworn statement by the broadcast station for any electronic broadcasting. The statement must appear directly on the actual broadcasting. The statement must appear directly on the actual typed transcript used in the broadcast. 4.) Outdoor advertising must be verifi ed by photographs clearly 4.) Outdoor advertising must be verifi ed by photographs clearly indicating the signs and that they were posted in a traffi cked indicating the signs and that they were posted in a traffi cked area.

Items that are not eligible for reimbursement include, but are not necessarily Items that are not eligible for reimbursement include, but are not necessarily limited to the following: any sales aid, literature, premium, or any other advertising limited to the following: any sales aid, literature, premium, or any other advertising program that is offered to the Builder by A&S at a discounted price. Additionally, program that is offered to the Builder by A&S at a discounted price. Additionally, any advertising which mentions any manufacturer or product line, other than A&S any advertising which mentions any manufacturer or product line, other than A&S and its product lines, will not be eligible for Co-Op Reimbursements.

for A&S a minimum of two (2) times within the copy. c.) Any advertising that notes involvement in any type of construction c.) Any advertising that notes involvement in any type of construction other than metal buildings will be eligible for reimbursement solely at the other than metal buildings will be eligible for reimbursement solely at the discretion of the A&S Advertising Department.

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18 • A&S Building Systems

11.6 11.6

11.7 11.7

IN WITNESS WHEREOF, this Agreement is hereby executed and delivered this _________day IN WITNESS WHEREOF, this Agreement is hereby executed and delivered this _________day of _____________________, 20___________________.of _____________________, 20___________________.

BUILDER: __________________________________________________________________BUILDER: __________________________________________________________________

By:_________________________________________________________________________By:_________________________________________________________________________ Name Title Name Title

Annual Sales Volume Goal: _$___________________________Annual Sales Volume Goal: _$___________________________

A&S BUILDING SYSTEMSA&S BUILDING SYSTEMS

By:_________________________________________________________________________By:_________________________________________________________________________ Name Title Name Title

Co-Op Reimbursement will be handled by check if Builder’s account is current. However, if Builder has past due receivables, the co-op amount will be credited to Builder account and Builder will be notifi ed by accounting.

A&S will process Requests for Reimbursements beginning on the last day of the month of each quarter within a calendar year. THE FINAL DAY TO SUBMIT A REIMBURSEMENT REQUEST IS THE 31ST OF DECEMBER. Advertising Co-Op Funds may be accrued from one quarter to the next quarter within a calen-dar year, however, funds may not be accrued from one calendar year to the next.

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Real People. Real Products. Real Solutions. • 19

CONTINUING PERSONAL GUARANTY

A&S Building Systems

WHEREAS, _____________________________________ a ______________________________________ corporation with its principal office at_______________________________________, (hereinafter called “Purchaser”) has heretofore purchased or desires to purchase from A&S Build-ing Systems (hereinafter called “Seller”), on credit sundry merchandise, equipment, machinery, structures, vessels, services and materials and to open accounts with Seller therefore, and to settle such accounts with notes and other evidences of indebtedness, and to extend the time of payments of such accounts, notes and other evidences of indebtedness and to renew the same from time to time as may be agreed between Purchaser and Seller; and WHEREAS, by virtue of the business relationship between the undersigned, whether one of more (hereinafter collectively called Guarantors”) and Purchaser, Guarantors expect to receive a substantial and material direct and indirect financial benefit as a result of the credit which the Seller has extended or may extend to Purchaser; NOW, THEREFORE, In consideration of Ten and No/100 ($10.00) Dollars, of Seller’s agreement to extend credit to the Purchaser. In reliance on this Continuing Guaranty, and of other valuable consideration exchanged between the parties, we, the undersigned Guarantors, and each of us, hereby jointly and severally and unconditionally guarantee to Seller, Its successors and assigns, full, due, strict and punctual payment by Purchaser, Its successors and assigns, of all sums of money, principal and interest, that shall be due Seller by Purchaser upon accounts, notes, checks, drafts, liability arising by way of endorsement of guarantee or assumption, or other evidences of Indebtedness given by Purchaser In settlement thereof, and upon any renewals of the same as the same shall become due and upon any judgments obtained thereon, Including all costs and attorneys fees In connection therewith. This Guaranty shall also Include any and all indebtedness direct or indirect, absolute or contingent which may now be out-standing or owing by Purchaser to Seller for any merchandise, equipment, machinery, structures, vessels, services and materials heretofore sold and delivered or contracted to be sold by Seller to Purchaser, or that may be hereafter sold and delivered to, or contracted to be sold by Seller to Pur-chaser, and the principal and interest of all notes or other evidences of Indebtedness or renewals thereof heretofore or hereafter given by Purchaser for such accounts and any judgments obtained thereon, Including all costs and attorneys fees in connection therewith. This Continuing Guaranty is absolute, complete and continuing and no notice of any Indebtedness or extension of credit already or hereafter con-tracted by or extended to Purchaser need to be given to Guarantors. Seller may rearrange, extend and/or renew any Indebtedness guaranteed hereby without notice to Guarantors and In such event, Guarantors will remain fully bound hereunder on such Indebtedness. Guarantors authorize Seller without notice or demand and without affecting Its liability hereunder to take and hold security for the payment of this Continuing Guaranty or the Indebtedness guaranteed and exchange, enforce, waive and release any such security; and to apply such security and direct the order or manner of sale thereof as Seller In Its discretion may determine. It is expressly agreed that the liability of Guarantors for the Payment of each Indebtedness or other obligation secured hereby shall be primary and not secondary. Seller shall have the right to release any Guarantor hereunder without affecting the liability of any other Guarantor hereunder. This Guaranty shall not be revoked by the death of a Guarantor, but shall remain in full force and effect with respect to each Guarantor until such Guarantor or the executor or administrator of the estate of such Guarantor shall have given notice In writing terminating this Continuing Guaranty and Instructing Seller to make no further advances on the security of this Continuing Guaranty, and until such written notice shall be received by Seller, It shall continue in full force and effect. Guarantors hereby expressly waive the following: presentment, demand, protect and notice of protest of any and all forms of Indebtedness herein guaranteed; notice of giving of any notes or other evidence of Indebtedness by Purchaser in settlement of such accounts or in the modification thereof; notice of any extensions or renewals of notes or other evidences of Indebtedness; notice of acceptance of this Guaranty, acceptance on the part of Seller being conclusively presumed by Its request for this Guaranty and delivery of same to It; any failure to file and enforce any lien or other security for any or all Indebtedness of Purchaser, but nothing herein shall preclude Seller from obtaining and enforcing any lien therefore; or notice of terms of sale or any other notice or notices, demand or demands, failure to give which by Seller might in any way prejudice its right to recover from Guarantors the amount of any claim Seller might have against Guarantors by reason of the Continuing Guaranty. Guarantors hereby waive any right to require Seller to proceed against Purchaser, to proceed against or exhaust any security held from the Purchaser, or to pursue any other remedy in Seller’s power whatsoever. Guarantors waive any defense arising by reason of the bankruptcy or disability or other defense of Purchaser. Until all Indebtedness of Purchaser to Seller shall have been paid in full. Guarantors shall have no right of subrogation and waive any right to enforce any remedy which Seller now has or may hereafter have against Purchaser and waive any benefit of any right to participate in any security now or hereaf-ter held by Seller. Guarantors agree that if the maturity of any obligation hereby guaranteed is accelerated by bankruptcy or otherwise as against Purchaser, such maturity shall also be deemed accelerated for the purpose of this Continuing Guaranty. It is understood that except as provided below, the Guarantors shall not be liable hereunder in any amount exceeding $ Unlimited which may exist at any one time, but nothing herein shall limit the amount of credit which may have been or may be extended to Purchaser. In the event It is necessary for Seller to place this Continuing Guaranty in the hands of any attorney for collection or if the same is collected by an attorney or by legal proceedings, Guarantors also agree to pay an attorneys’ fee equal to 15% of the amount of the account and Indebtedness of Pur-chaser guaranteed hereby in the event said account and indebtedness shall be less than the amount of this Guaranty. If said amount of Indebted-ness equals or exceeds the amount of this Guaranty, the attorneys’ fee as stated above shall equal only 15% of the amount of this Guaranty. This Continuing Guaranty shall be construed and governed by the laws of the State of Texas. Any provision of this Continuing Guaranty may be invalid under the laws of Texas, or any other applicable government authority, shall be deemed to be severable and not affect the remaining provi-sions of the Continuing Guaranty. Such provisions shall be deemed to be modified to conform with such laws, if possible, and if not shall be deleted from the Continuing Guaranty and form no part thereof. IN WITNESS WHEREOF, the undersigned has executed this Continuing Guaranty.

Signature ___________________________________________, Individually

Printed Name ___________________________________________

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20 • A&S Building Systems rev 9/08

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A&S BUILDING SYSTEMS

&

Real People. Real Products. Real Solutions.

1880 Highway 116Caryville, TN 37714

1-800-274-2100www.a-s.com