8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):    August 21, 2009

NCI BUILDING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-14315	76-0127701
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

10943 North Sam Houston Parkway West Houston, Texas	77064
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 897-7788

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

On August 21, 2009, NCI Building Systems, Inc. (“NCI” or the “Company”) entered into an agreement (the “Second Extension Waiver”) with Wachovia Bank National Association, as administrative agent of the lenders named in the Company’s Credit Agreement, dated June 18, 2004 (the “Credit Agreement”), pursuant to which the Company’s existing Consent and Waiver Agreement, dated May 20, 2009, as extended by that Waiver Extension, dated July 15, 2009 (the “First Waiver Extension”), was extended again to remain in effect through November 6, 2009. The Consent and Waiver is described in the Company’s current report on Form 8-K filed on May 21, 2009, and the First Waiver Extension is described in the Company’s current report on Form 8-K filed on July 15, 2009.

Pursuant to the Second Extension Waiver, NCI’s lenders agreed to waive, through November 6, 2009, (1) NCI’s financial maintenance covenants, and (2) any default or event of default resulting from (a) the Company’s execution of the Investment Agreement, dated August 14, 2009, by and between the Company and Clayton, Dubilier & Rice Fund VIII, L.P. (the “Investment Agreement”), and/or (b) the launching of the issuance of the Series B Preferred Stock. In addition, the Second Waiver Extension provides that the terms in the First Waiver Extension pursuant to which NCI has agreed to pay (1) an additional two percent (2%) interest annually for any principal amounts due under the Credit Agreement, and (2) the Alternate Base Rate (as defined in the Credit Agreement) plus the sum of the Applicable Percentage (as defined in the Credit Agreement) then in effect for Alternate Base Rate Loans (as defined in the Credit Agreement) and two percent (2%) for any interest, fees or other amounts due under the Credit Agreement will remain in effect. This description of the Second Waiver Extension is not intended to be complete and is qualified in its entirety by the complete text of the Second Waiver Extension attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 8.01. Other Events.

On August 27, 2009, the Company issued a press release relating to the entry into the Second Waiver Extension. In the press release, the Company also disclosed that it is in negotiations with Clayton, Dubilier & Rice Fund VIII, L.P. (the “CD&R Fund”) and certain holders of its existing convertible notes regarding potential amendments to the terms of the exchange offer contemplated by the Investment Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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Additional Information and Where to Find It/Additional Disclosure

In connection with the proposed exchange offer by the Company to acquire all of the Company’s outstanding 2.125% Convertible Senior Subordinated Notes due 2024 (the “convertible notes”), issued under that indenture, dated as of November 16, 2004, between the Company and The Bank of New York, as trustee, in exchange for cash and shares of Company common stock, the Company expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, a tender offer statement on Schedule TO and related documents and materials. Investors and security holders are strongly urged to carefully review the registration statement, the tender offer statement and the other related documents and materials filed with the SEC, as well as any amendments and

supplements thereto, when they become available because they will contain important information about the Company, the proposed exchange offer and related transactions.

The final offer document and prospectus relating to the proposed exchange offer will be mailed to the holders of the convertible notes. Investors and security holders may obtain a free copy of the registration statement, tender offer statement and the final offer document and prospectus (when available), as well as other documents filed by the Company with the SEC, at the SEC’s web site, www.sec.gov. Free copies of NCI’s filings with the SEC may also be obtained from the Company’s Investor Relations Department at P.O. Box 692055, Houston, Texas 77269-2055 or by phone at (281) 897-7788.

This Current Report on Form 8-K (including the exhibits and attachments hereto and thereto) shall not constitute an offer to exchange or sell, or the solicitation of an offer to exchange or buy, securities, nor shall there be any exchange or sale of such securities in any jurisdiction in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Such an offer may be made solely by a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Accordingly, the proposed offer for the Company’s convertible notes described in this communication has not commenced. At the time that the contemplated offer is commenced, the Company will file a statement on Schedule TO and a registration statement on Form S-4 with the SEC. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions.

Forward Looking Statements

This Current Report on Form 8-K (including the exhibits and attachments hereto and thereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act. These statements and other statements identified by words such as “guidance,” “potential,” “expect,” “should” and similar expressions are forward looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties that may cause NCI’s actual performance to differ materially from that projected in such statements. Among the factors that could cause actual results to differ materially are: the occurrence of any event, change or other circumstance that could give rise to the termination of the Investment Agreement; the inability to complete the transactions contemplated by the Investment Agreement due to failure to satisfy conditions to such transactions (including with respect to the refinancing of the senior credit facility and the convertible notes); the failure of the transactions contemplated by the Investment Agreement to close for any reason; the outcome of any legal proceedings that may be instituted against the Company and others following the announcement of the Investment Agreement, the transactions contemplated thereby, including the convertible notes exchange offer; risks that the proposed transactions disrupt current plans and operations and the potential difficulties in employee retention; industry cyclicality and seasonality and adverse weather conditions; ability to service the Company’s debt; fluctuations in customer demand and other patterns; raw material pricing and supply; competitive activity and pricing pressure; general economic conditions affecting the construction industry; the current financial crisis and U.S. recession; changes in laws or regulations; the volatility of the Company’s stock price; the potential dilution associated with the convertible notes exchange offer; the Company’s ability to comply with the financial tests and covenants in its existing and future debt obligations; the significant demands on the Company’s liquidity while current economic and credit conditions are severely affecting its operations; and the uncertainty surrounding the transactions described herein, including the Company’s ability to retain employees, customers and vendors. Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended November 2, 2008 identifies other important factors, though not

necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. NCI expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any changes in its expectations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Waiver Extension dated August 21, 2009.
99.1	Press Release dated August 27, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NCI BUILDING SYSTEMS, INC.
By:	/s/    Todd R. Moore
Name:	Todd R. Moore
Title:	Executive Vice President, Secretary & General Counsel

Dated: August 27, 2009

EXHIBIT INDEX

Exhibit Number	Description
10.1	Waiver Extension dated August 21, 2009.
99.1	Press Release dated August 27, 2009.

EX-10.1

Exhibit 10.1

WAIVER

THIS WAIVER, dated as of August 21, 2009 (this “Waiver”), is by and among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), certain Domestic Subsidiaries of the Borrower party hereto (the “Guarantors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, the Lenders party thereto, and the Administrative Agent are parties to that certain Credit Agreement dated as of June 18, 2004 (as previously amended and modified and as further amended, modified, supplemented or restated from time to time, the “Credit Agreement”; capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein);

WHEREAS, the Borrower (a) has entered into that certain Investment Agreement dated as of August 14, 2009, between the Borrower, Clayton, Dublier & Rice Fund VIII, L.P. and their respective successors in interest (the “Investment Agreement”), for the issuance of convertible preferred Capital Stock in exchange for cash (the “Convertible Issuance”) and (b) intends to enter into certain contractual obligations with one or more holders (the “Convertible Note Holders”) of the Borrower’s 2.125% convertible senior subordinated notes due 2024 (the “Convertible Notes”), for the payment of cash and issuance of common stock in exchange for the retirement of the Convertible Notes held by such Convertible Note Holders;

WHEREAS, the Borrower may not be in compliance with the financial covenants (the “Financial Covenants”) set forth in Section 5.9(a), (b) and (c) of the Credit Agreement for a period beginning with the fiscal quarter of the Borrower ended May 3, 2009 and ending on November 6, 2009 (the “Waiver Period”);

WHEREAS, the Borrower has requested that the Required Lenders waive compliance with the Financial Covenants during the Waiver Period; and

WHEREAS, the Required Lenders are willing to waive compliance with the Financial Covenants during the Waiver Period, in each case, subject to the terms and conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1

WAIVER

1.1 Waiver. Notwithstanding the provisions of the Credit Agreement to the contrary, the Required Lenders hereby waive compliance by the Credit Parties with the Financial Covenants; provided that (i) such waiver shall only be effective during the Waiver Period and (ii) during the Waiver Period, the Credit Parties shall continue to provide the financial information required pursuant to Section 5.1 and 5.2 of the Credit Agreement (including, without limitation, the compliance certificate required by Section 5.2(b) setting forth calculations with respect to the Financial Covenants). Immediately upon the expiration of the Waiver Period, the Credit Parties will be subject to the financial covenants set forth in Section 5.9 of the Credit Agreement and compliance with such financial covenants will be tested based on the financial information provided pursuant to Sections 5.1 and 5.2 of the Credit Agreement for the fiscal quarter most recently ended prior to the expiration of the Waiver Period for which such financial statements have been delivered. For the avoidance of doubt, upon the expiration of the Waiver Period, if the Credit Parties are not in compliance with the financial covenants set forth in Section 5.9 of the Credit Agreement (as calculated in accordance with the requirements of the foregoing sentence), then such non-compliance will constitute an Event of Default and the Lenders shall be immediately entitled to exercise any or all of their rights and remedies arising in respect thereof. Notwithstanding the provisions of the Credit Agreement to the contrary (including, without limitation, the provisions contained in Sections 6.1 or 6.11), the Required Lenders hereby waive during the Waiver Period any Default or Event of Default resulting from the execution of the Investment Agreement by the Borrower and the launching of the Convertible Issuance; provided, however, the foregoing shall not operate to waive any Default or Event of Default arising from the consummation of the Convertible Issuance or any other repurchase of convertible preferred Capital Stock.

1.2 Effectiveness of Waiver. This Waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach or default nor as a waiver of any breach or default of which the Lenders have not been informed by the Credit Parties, (b) affect the right of the Lenders to demand compliance by the Credit Parties with all terms and conditions of the Credit Agreement, except as specifically consented to pursuant to the terms hereof, (c) be deemed a waiver of any transaction or future action on the part of the Credit Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement, or (d) except as consented to and waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Credit Document, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

SECTION 2

CLOSING CONDITIONS

2.1 Closing Conditions. This Waiver shall become effective as of the day and year set forth above (the “Waiver Closing Date”) upon satisfaction (or waiver) of the following

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conditions (in form and substance reasonably acceptable to the Administrative Agent) on or prior to August 20, 2009:

(a) Executed Consent. The Administrative Agent shall have received a copy of this Waiver duly executed by each of the Credit Parties and the Administrative Agent, on behalf of the Required Lenders.

(b) Executed Lender Consents. The Administrative Agent shall have received executed lender consents, in substantially the form of Exhibit A attached hereto, from the Required Lenders authorizing the Administrative Agent to enter into this Waiver on their behalf. The delivery by the Administrative Agent of its signature page to this Waiver shall constitute conclusive evidence that the consents from the Required Lenders have been obtained.

(c) Fees and Expenses. The Administrative Agent shall have received from the Borrower, for the account of each Lender that executes and delivers a Lender Consent to the Administrative Agent by 4:00 p.m. (EST) on or before Thursday, August 20, 2009 (each such Lender, a “Consenting Lender”, and collectively, the “Consenting Lenders”), a waiver fee in an amount equal to 5 basis points on the outstanding principal amount of the Tranche B Term Loan held by such Consenting Lenders.

(d) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Waiver shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

SECTION 3

MISCELLANEOUS

3.1 Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows:

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Waiver.

(b) This Waiver has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Waiver.

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(d) After giving effect to this Waiver, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof except for those which expressly relate to an earlier date.

(e) After giving effect to this Waiver, no event has occurred and is continuing which constitutes a Default or an Event of Default.

(f) The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens.

(g) The Credit Party Obligations are not reduced or modified by this Waiver and are not subject to any offsets, defenses or counterclaims.

3.2 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

3.3 Instrument Pursuant to Credit Agreement. This Waiver is a Credit Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement. Each party to this Waiver hereby agrees that a breach of the terms of this Waiver by any Credit Party shall constitute an immediate Event of Default pursuant to the Credit Agreement.

3.4 Further Assurances. The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Waiver.

3.5 No Actions, Claims, Etc. Each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

3.6 General Release. In consideration of the Administrative Agent entering into this Waiver, each Credit Party hereby releases the Administrative Agent, the Lenders and the Administrative Agent’s and the Lenders’ respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act under the Credit Agreement on or prior to the date hereof, except, with respect to any such person being released hereby, any actions, causes of action, claims, demands, damage and liabilities arising out of such person’s gross negligence, bad faith or willful misconduct.

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3.7 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Waiver, including, without limitation, the reasonable fees and expenses of Moore & Van Allen PLLC, and all previously incurred fees and expenses which remain outstanding on the date hereof.

3.8 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.

3.9 Counterparts/Telecopy. This Waiver may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Waiver by telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered.

3.10 Successors and Assigns. This Waiver shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.11 Consent to Jurisdiction; Service of Process; Arbitration; Waivers of Jury Trial and Consequential Damages. The jurisdiction, service of process, arbitration and waiver of jury trial and consequential damages provisions set forth in Sections 9.13, 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

3.12 Entirety. This Waiver and the other Credit Documents embody the entire agreement between the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.13 Status of Agreement. This Waiver is in addition to, and not in replacement of, that certain Waiver, dated as of July 15, 2009, by and among the Borrower, the Guarantors and the Administrative Agent, on behalf of the Lenders.

[Signature Pages to Follow]

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NCI BUILDINGS SYSTEMS, INC.

WAIVER

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Waiver to be duly executed and delivered as of the date first above written.

BORROWER:	NCI BUILDING SYSTEMS, INC.
	By: _______________________________
	Name:
	Title:
GUARANTORS:	NCI GROUP, INC.
	By: _______________________________
	Name:
	Title:
	ROBERTSON-CECO II CORPORATION
	By: _______________________________
	Name:
	Title:
	STEELBUILDING.COM, INC.
	By: _______________________________
	Name:
	Title:

NCI BUILDINGS SYSTEMS, INC.

WAIVER

ADMINISTRATIVE AGENT:	WACHOVIA BANK, NATIONAL
	ASSOCIATION, as Administrative Agent on behalf of the Lenders and as a Lender
	By: _______________________________
	Name:
	Title:

EXHIBIT A

FORM OF

LENDER CONSENT

See Attached.

LENDER CONSENT

This Lender Consent is given pursuant to the Credit Agreement, dated as of June 18, 2004 (as previously amended and modified, the “Credit Agreement”), by and among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), certain Domestic Subsidiaries of the Borrower from time to time party thereto (the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein.

The undersigned hereby approves the Waiver, to be dated on or about August __, 2009, by and among the Borrower, the Guarantors and the Administrative Agent, on behalf of the Lenders (the “Waiver”) and hereby authorizes the Administrative Agent to execute and deliver the Waiver on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Waiver and the Credit Agreement.

Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original.

A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of ______________, 2009.

______________________________,

as a Lender

By: _______________________________

Name: _____________________________

Title: ______________________________

EX-99.1

Exhibit 99.1

Filed by NCI Building Systems, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 13e-4(c)

of the Securities Exchange Act of 1934

Subject Company: NCI Building Systems, Inc.

Commission File No. 1-14315

Dated: August 27, 2009

On August 27, 2009, NCI Building Systems, Inc. issued the following press release:

NCI BUILDING SYSTEMS OBTAINS EXTENSION OF WAIVERS FROM ITS BANK GROUP

AND HAS ENTERED INTO NEGOTIATIONS WITH CONVERTIBLE

NOTEHOLDERS AND CLAYTON, DUBILIER & RICE FOR AN AMENDED TRANSACTION

HOUSTON (August 27, 2009) – NCI Building Systems, Inc. (NYSE: NCS) today announced that it has obtained an extension of the waivers granted by its senior credit facility lenders on May 20, 2009. Under the extension, the waivers of the Company’s compliance with its financial maintenance covenants and the waivers of its restrictions on entering into an agreement for a substantial equity investment in the Company continue until November 6, 2009. Previously, these waivers had been in effect through August 14, 2009 with an automatic extension to September 15, 2009 upon the signing of a definitive agreement for an equity investment.

On August 14, 2009, NCI announced that it had entered into a definitive investment agreement with Clayton, Dubilier & Rice Fund VIII, L.P. (“the CD&R Fund”), a fund managed by Clayton, Dubilier & Rice, Inc. (“CD&R”), under which the CD&R Fund will invest $250 million in the Company through the purchase of newly issued Convertible Participating Preferred Shares. This investment is part of a comprehensive solution to address NCI’s significant near term debt repayment obligations, reduce debt by $323 million and position the Company for future growth.

As previously reported, completion of the CD&R transaction is subject to a number of conditions, including the completion of an exchange offer for the Company’s existing convertible notes; completion of the refinancing of the Company’s existing senior secured credit facility; entry into a new asset-based revolving credit facility; and other customary closing conditions. While there can be no assurances that a transaction will be completed, the Company continues to work diligently toward the successful consummation of a comprehensive solution.

The Company is currently in negotiations with the CD&R Fund and certain of the Company’s existing convertible noteholders regarding potential amendments to the terms of the exchange offer contemplated in the investment agreement and described in NCI’s August 14, 2009 press release. Under

10943 N. Sam Houston Parkway W. • Houston, Texas 77064

P.O. Box 692055 • Houston, Texas 77269-2055 • Telephone: (281) 897-7788 • Fax: (281) 477-9675

the amended terms being discussed, the CD&R Fund would continue to invest $250 million in the Company through newly issued Convertible Participating Preferred Shares, but its pro forma ownership of the Company would be 68.5%, and the convertible noteholders would receive $500 cash and 390 shares for each $1000 principal amount tendered in the exchange offer. Any such amended terms would require a group of noteholders representing more than two-thirds of the outstanding convertible notes to execute lock-up and voting agreements agreeing to tender their convertible notes in the exchange offer on such potential amended terms. In addition, to the extent such noteholders hold loans under the Company’s existing credit facility, it is also anticipated that such holders would agree to support the refinancing of the Company’s existing credit facility. Representatives of the noteholder negotiating group have advised the Company that noteholders holding a majority of the outstanding principal amount of the notes have indicated that they would support the potential amended terms and would be willing to enter into appropriate lock-up and voting agreements, subject to negotiation of the terms of such agreements. Discussions are ongoing, but no agreement has been reached among the parties regarding any amended terms, and there can be no assurance that the parties will reach an agreement on any such amended terms or that any such lock-up and voting agreements will be executed.

In light of these negotiations, the Company expects that the launch of the exchange offer, which otherwise would have occurred by Friday, August 28, will be delayed. In connection with the exchange offer, the Company expects to file with the U.S. Securities and Exchange Commission a registration statement on Form S-4, an exchange offer statement on Schedule TO and related documents and materials.

The Company has filed a Form 8-K today with respect to the foregoing waiver and its negotiations with convertible noteholders.

NCI Building Systems, Inc. is one of North America’s largest integrated manufacturers of metal products for the nonresidential building industry. NCI is comprised of a family of companies operating manufacturing facilities across the United States and Mexico, with additional sales and distribution offices throughout the United States and Canada.

Additional Information and Where To Find It/Additional Disclosure:

In connection with the proposed exchange offer by the Company to acquire all of the Company’s outstanding 2.125% Convertible Senior Subordinated Notes due 2024 (the “convertible notes”), issued under that indenture, dated as of November 16, 2004, between the Company and The Bank of New York, as trustee, in exchange for cash and shares of Company common stock, the Company expects to file with

10943 N. Sam Houston Parkway W. • Houston, Texas 77064

P.O. Box 692055 • Houston, Texas 77269-2055 • Telephone: (281) 897-7788 • Fax: (281) 477-9675

the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, a tender offer statement on Schedule TO and related documents and materials. Investors and security holders are strongly urged to carefully review the registration statement, the tender offer statement and the other related documents and materials filed with the SEC, as well as any amendments and supplements thereto, when they become available because they will contain important information about the Company, the proposed exchange offer and related transactions.

The final offer document and prospectus relating to the proposed exchange offer will be mailed to the holders of the convertible notes. Investors and security holders may obtain a free copy of the registration statement, tender offer statement and the final offer document and prospectus (when available), as well as other documents filed by the Company with the SEC, at the SEC’s web site, www.sec.gov. Free copies of NCI’s filings with the SEC may also be obtained from the Company’s Investor Relations Department at P.O. Box 692055, Houston, Texas 77269-2055 or by phone at (281) 897-7788.

This communication shall not constitute an offer to exchange or sell, or the solicitation of an offer to exchange or buy, securities, nor shall there be any exchange or sale of such securities in any jurisdiction in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Such an offer may be made solely by a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Accordingly, the proposed offer for the Company’s convertible notes described in this communication has not commenced. At the time that the contemplated offer is commenced, the Company will file a statement on Schedule TO and registration statement on Form S-4 with the SEC. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions.

Forward Looking Statements:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act. These statements and other statements identified by words such as “guidance,” “potential,” “expect,” “should” and similar expressions are forward looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties that may cause NCI’s actual performance to differ materially from that projected in such statements. Among the factors that could cause actual results to differ materially are: the occurrence of any event, change or other circumstance that could give rise to the termination of the investment agreement with Clayton, Dubilier & Rice Fund VIII, L.P.; the inability to complete the transactions contemplated by the investment agreement due to failure to satisfy conditions to such transactions (including with respect to the refinancing of the senior credit facility and the convertible notes); the failure of the transactions contemplated by the investment agreement to close for any reason; the outcome of any legal proceedings that may be instituted against the Company and others following the announcement of the investment agreement, the transactions contemplated thereby, including the convertible notes exchange offer; risks that the proposed transactions disrupt current plans and operations and the potential difficulties in employee retention; industry cyclicality and seasonality and adverse weather conditions; ability to service the Company’s debt; fluctuations in customer demand and

10943 N. Sam Houston Parkway W. • Houston, Texas 77064

P.O. Box 692055 • Houston, Texas 77269-2055 • Telephone: (281) 897-7788 • Fax: (281) 477-9675

other patterns; raw material pricing and supply; competitive activity and pricing pressure; general economic conditions affecting the construction industry; the current financial crisis and U.S. recession; changes in laws or regulations; the volatility of the Company’s stock price; the potential dilution associated with the convertible notes exchange offer; the Company’s ability to comply with the financial tests and covenants in its existing and future debt obligations; the significant demands on the Company’s liquidity while current economic and credit conditions are severely affecting its operations; and the uncertainty surrounding the transactions described herein, including the Company’s ability to retain employees, customers and vendors. Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended November 2, 2008, identifies other important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. NCI expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any changes in its expectations.

Investor and Media Contact: Betsy Brod/Lynn Morgen MBS Value Partners (212) 750-5800 Additional Contact:
Greenhill & Co. (212) 389-1493

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10943 N. Sam Houston Parkway W. • Houston, Texas 77064

P.O. Box 692055 • Houston, Texas 77269-2055 • Telephone: (281) 897-7788 • Fax: (281) 477-9675