(Source: PRNewswire)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.