NCI Building Systems Obtains Extension of Waivers From Its Bank Group and Has Entered...

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, Aug. 27 /PRNewswire-FirstCall/ -- 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 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 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 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.

SOURCE NCI Building Systems, Inc.

Investor and Media, Betsy Brod or Lynn Morgen, both of MBS Value Partners,
+1-212-750-5800; or Additional Contact, Greenhill & Co., +1-212-389-1493