On May 21, 2009, NCI Building Systems, Inc. ("NCI" or the "Company") announced that it has entered into an agreement securing the waiver of certain covenants under the Company's Credit Agreement dated June 18, 2004 (the "Credit Agreement"). Pursuant to the agreement (the "Waiver and Consent Agreement"), NCI's lenders agreed to waive NCI's financial maintenance covenants and also consented to NCI entering into a definitive agreement for an equity investment in the Company without causing an event of default under the Credit Agreement. The waiver and consent will remain in effect through July 15, 2009 but will be automatically extended until September 15, 2009 to the extent that NCI enters into a definitive agreement for an equity investment prior to July 15, 2009. Under the terms of the Waiver and Consent Agreement, NCI has agreed not to request a borrowing for a revolving loan, a swingline loan, or a letter of credit, and has agreed to cash collateralize its existing $14 million of outstanding letters of credit. As of May 3, 2009, NCI had unrestricted cash and cash equivalents in excess of $90 million. This description of the Consent and Waiver Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Consent and Waiver Agreement attached to this Form 8-K as Exhibit 10.1.

(d) Exhibits.

            Exhibit
            Number    Description
            10.1      Consent and Waiver Agreement dated May 20, 2009.
            99.1      Press Release dated May 21, 2009.