NCI Building Systems Announces Results and Extension of Exchange Offer and Update on Refinancing of Its Existing Credit Facility

NCI Building Systems Announces Results and Extension of Exchange Offer and
Update on Refinancing of Its Existing Credit Facility

HOUSTON, Oct. 8 /PRNewswire-FirstCall/ -- NCI Building Systems, Inc. (NYSE:
NCS) today announced that it has extended its exchange offer (the "Exchange
Offer") to retire all of its existing 2.125% Convertible Senior Subordinated
Notes due 2024 (the "Convertible Notes"). The Exchange Offer, previously
scheduled to expire at 11:59 p.m., New York City time on October 7, 2009, will
now expire at 11:59 p.m., New York City time on Monday, October 19, 2009,
unless further extended or amended.

As of 10:00 p.m., New York City time on October 7, 2009, holders of
approximately $179.8 million -- approximately 99.9% -- of the aggregate
principal amount of the Convertible Notes outstanding have delivered valid
tenders pursuant to the Exchange Offer.

The Company also announced that the voting deadline for the concurrent
solicitation of acceptances of the prepackaged plan will also expire at 11:59
p.m., New York City time on Monday, October 19, 2009.

NCI also reported that as of today, it has received consents from lenders
holding over two-thirds of its senior secured debt for the refinancing of its
existing credit facility, assuming the amendments described below. As
previously disclosed, the refinancing calls for the repayment of approximately
$143 million and a modification of the terms and maturity of the remaining
$150 million of debt. In connection with obtaining lock-up agreements with
certain of the Company's term loan lenders, the Company will, if approved by
2/3 of the noteholders that are party to a prior lock-up agreement, modify the
proposed terms of such term loan refinancing, to include, among other things,
an increase of 1% in the amended interest rate; payment of the 2% consent fee
on the full current outstanding balance of the term loan (rather than only on
the remaining portion) to lenders that execute the restated credit agreement
prior to the voting deadline referred to above; and certain additional
provisions for principal amortization in 2010.

Greenhill & Co., LLC ("Greenhill") is acting as Dealer-Manager in connection
with the Exchange Offer. Holders of the Convertible Notes may contact
Greenhill with any questions they may have about the Exchange Offer.

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.

Important Information About This Communication

This communication is not an offer to sell or purchase or an offer to exchange
or a solicitation of acceptance of an offer to sell or purchase or offer to
exchange. Any such offer or solicitation shall be made solely by means of the
prospectus, related letter of transmittal and other offer documents,
asdescribed below.

In connection with the commencement of the 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 has filed with the U.S. Securities and Exchange Commission (the
"SEC") a registration statement on Form S-4 (which includes a prospectus) and
amendments thereto, a tender offer statement on Schedule TO and amendments
thereto and related documents and materials. Investors and security holders
are strongly urged to carefully review the registration statement, the
prospectus, the tender offer statement and amendments thereto and the other
related documents and materials filed with the SEC, including the final
prospectus described below, when available, as well as any amendments and
supplements thereto, when available, because they will contain important
information about the Company, the proposed exchange offer and related
transactions and are the sole means by which any offer to exchange or sell, or
any solicitation of any such offers, will be made.

The registration statement contains a prospectus and related transmittal
materials that have been mailed to holders of the convertible notes.
Investors and security holders may obtain a free copy of the registration
statement, prospectus and transmittal materials, as well as amendments thereto
and other documents filed by the Company with the SEC, at the SEC's web site,
www.sec.gov. Prior to the completion of the exchange offer, the registration
statement must become effective under the securities laws, and after
effectiveness, the Company will file with the SEC the final prospectus.
Investors and security holders are strongly urged to carefully review the
final prospectus when it is available. Free copies of the Company'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.

Forward Looking Statements

This communication contains forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties that may cause
the Company'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
discussed herein 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, and the
section titled "Risk Factors" in Exhibit 99.2 to the Company's Current Report
on Form 8-K filed on September 10, 2009 each 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. The Company 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.

Investors, Lynn Morgen or Betsy Brod, both of MBS Value Partners,
+1-212-750-5800; or Media, Terry Rooney of Rooney & Associates Communications,
+1-212-223-0689, all for NCI Building Systems.