150,000,000 Principal Amount NCI BUILDING SYSTEMS, INC. 2.125% Convertible Senior Subordinated Notes due 2024 PURCHASE AGREEMENT

Exhibit 99.1

$150,000,000 Principal Amount

NCI BUILDING SYSTEMS, INC.

2.125% Convertible Senior Subordinated Notes

due 2024

PURCHASE AGREEMENT

November 9, 2004

PURCHASE AGREEMENT

November 9, 2004

UBS SECURITIES LLC
WACHOVIA CAPITAL MARKETS, LLC
as Initial Purchasers
c/o UBS Securities LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Dear Sirs and Mesdames:

NCI Building Systems, Inc., a Delaware corporation, (the “Company”), proposes to issue and sell to the initial purchasers named in Schedule A hereto (the “Initial Purchasers”) $150,000,000 aggregate principal amount of its 2.125% Convertible Senior Subordinated Notes due 2024 (the “Firm Notes”). In addition, the Company proposes to grant to the Initial Purchasers the option to purchase from the Company up to an additional $30,000,000 aggregate principal amount of the Company’s 2.125% Convertible Senior Subordinated Notes due 2024 (the “Additional Notes”). The Firm Notes and the Additional Notes are hereinafter collectively sometimes referred to as the “Notes.”

The Notes are to be issued pursuant to an indenture (the “Indenture”) to be dated as of November 16, 2004, between the Company and The Bank of New York, as trustee (the “Trustee”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into consideration that may include shares of the common stock (the “Common Stock”) of the Company, par value $0.01 per share (the “Shares”). The shares of Common Stock also evidence preferred stock purchase rights (the “Rights”) to the extent provided in the Rights Agreement dated June 24, 1998, as amended, between the Company and Xxxxxx Trust and Savings Bank, as rights agent (the “Rights Agreement”).

The Notes and the Shares will be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act (“Rule 144A”).

The Initial Purchasers and their direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement to be entered into at or prior to the time of purchase (as defined herein) between the Company and the Initial Purchasers (the “Registration Rights Agreement”).

In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum (the “Preliminary Memorandum”) and will prepare a final offering memorandum (the “Final Memorandum” and, with the Preliminary Memorandum, each a “Memorandum”) including or incorporating by reference a description of the terms of the Notes and the Shares, the terms of the offering and a description of the Company. As used herein, the term “Memorandum” shall include in each case the documents incorporated by reference therein, if any. The terms “supplement”, “amendment” and “amend” as used herein with respect to a Memorandum shall include all documents deemed to be incorporated by reference in such Memorandum, if any,

that are filed subsequent to the date of such Memorandum with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company and the Initial Purchasers agree as follows:

1. Sale and Purchase: Upon the basis of the warranties and representations and subject to the other terms and conditions herein set forth, the Company agrees to sell to the Initial Purchasers, and each of the Initial Purchasers, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A hereto at a purchase price of 97.75% of the principal amount thereof, plus accrued interest, if any, from November 16, 2004 to the time of purchase (as hereinafter defined).

In addition, the Company hereby grants to the Initial Purchasers the option to purchase, and upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, each Initial Purchaser shall have the right to purchase from the Company, at a purchase price of 97.75% of the principal amount thereof, plus accrued interest, if any, from the time of purchase (as hereinafter defined) to the additional time of purchase (as hereinafter defined), Additional Notes in an aggregate principal amount proportional to the aggregate principal amount of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto. This option may be exercised by the Initial Purchasers at any time prior to the time of purchase and only once thereafter at any time on or before the thirtieth day following the date the Firm Notes are issued, by written notice to the Company. Such notice shall set forth the aggregate initial principal amount of Additional Notes as to which the option is being exercised, and the date and time when the Additional Notes are to be delivered (such date and time being herein referred to as the “additional time of purchase”); provided, however, that the additional time of purchase shall not be earlier than (i) the time of purchase or (ii) the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. As used herein, “business day” shall mean a day on which the New York Stock Exchange is open for trading.

2. Payment and Delivery: Payment of the purchase price for the Firm Notes shall be made to the Company by Federal (same day) funds, against delivery of the Firm Notes to you, at the offices of Xxxxx Xxxx & Xxxxxxxx in New York, New York, or at such other place as may be agreed upon by you and the Company, for the respective accounts of the Initial Purchasers. Such payment and delivery shall be made at 10:00 A.M., eastern daylight time, on November 16, 2004 (unless another time shall be agreed to by you and the Company). The time at which such payment and delivery are actually made is herein sometimes called the “time of purchase.”

Payment of the purchase price for the Additional Notes shall be made at the additional time of purchase in the same manner and at the same office and time of day as the payment for the Firm Notes.

The Notes shall be delivered by the Company to the Initial Purchasers (or as the Initial Purchasers direct) through the facilities of The Depository Trust Company, against payment by the Initial Purchasers of the purchase price therefor by means of wire transfer or immediately available funds to such account or accounts specified by the Company on or prior to the time of purchase, or by such means as you and the Company shall agree prior to the time of

purchase. The Notes shall be evidenced by one or more certificates in global form and registered in such names as the Initial Purchasers may request upon at least one business day’s notice prior to the time of purchase or the additional time of purchase, as the case may be. For the purpose of expediting the checking of the certificates for the Notes by you, the Company agrees to make such certificates available to you for such purpose at least one full business day preceding the time of purchase or the additional time of purchase, as the case may be.

3. Representations and Warranties of the Company: The Company represents and warrants to each of the Initial Purchasers that:

(a) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in any Memorandum complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) the Preliminary Memorandum, as of its date did not and as of the time of execution of this Agreement does not, and the Final Memorandum, as amended or supplemented, prior to the time of purchase will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that any representations and warranties set forth in this paragraph do not apply to statements or omissions in any Memorandum based upon information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser expressly for use therein;

(b) As of the date of this Agreement, the Company has an authorized and outstanding capitalization as set forth under the column heading entitled “Actual” in the section of the Final Memorandum entitled “Capitalization” and, as adjusted to give effect to the offering of the Firm Notes and the application of the net proceeds therefrom as described in the “Use of Proceeds” section of the Final Memorandum, the Company would, as of July 31, 2004, have had an authorized and outstanding capitalization as set forth under the column heading entitled “As Adjusted” in the section of the Final Memorandum entitled “Capitalization”; all of the issued and outstanding shares of capital stock, including the Common Stock, of the Company have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any statutory or contractual preemptive rights, resale rights, rights of first refusal or similar rights; and the Rights evidenced by the Shares have been duly authorized and, when and if issued upon conversion of the Notes in accordance with the terms of the Indenture and the Rights Agreement, will have been validly issued;

(c) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Memorandum, other than where the failure to have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition, results of operation or prospects of the Company and the Subsidiaries (as hereinafter defined) taken as a whole (a “Material Adverse Effect”);

(d) The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect;

(e) Each subsidiary of the Company, other than Building Systems de Mexico, S.A. de C.V. (the “Subsidiaries”) has been duly incorporated and is validly existing as a corporation or is a limited partnership duly formed and validly existing in its jurisdiction of organization, as the case may be, and is in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, with all requisite power and authority (corporate, partnership or other) to own, lease and operate its properties and to conduct its business as described in the Memorandum, other than where the failure to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect; each Subsidiary is duly qualified to do business as a foreign corporation or limited partnership and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued and outstanding shares of capital stock or partnership interests of the Subsidiaries have been duly and validly authorized and issued, and, in the case of capital stock, are fully paid and non-assessable and, except as described in the Memorandum, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;

(f) Neither the Company nor any of the Subsidiaries is in breach or violation of, or in default under (nor has any event occurred which with notice, lapse of time, or both would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or person acting on such holder’s behalf), the right to require the repurchase, redemption or repayment of all or part of such indebtedness under) (i) its respective charter or by-laws, (ii) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or their respective properties may be bound or affected, or under any federal, state, local or foreign law, regulation or rule or (iii) any decree, judgment or order applicable to the Company or any of the Subsidiaries, except, in the case of (ii) and (iii), for breaches, violations, defaults or rights of repurchase, redemption or repayment which would not, individually or in the aggregate, have a Material Adverse Effect; the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Indenture and the Notes by the Company and consummation of the transactions contemplated hereby and thereby by the Company including the issuance of the Notes and the issuance of the Shares upon conversion of the Notes, will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under), (x) the charter or by-laws of the Company or any of the Subsidiaries, (y) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or their respective properties may be bound or affected, or (z) assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 4 of this Agreement and compliance with all applicable state securities of “blue sky” laws by the Initial Purchasers, any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company or any of the Subsidiaries; except, in the case of (y), for breaches, violations or defaults which would not, individually or in the aggregate, have a Material Adverse Effect;

(g) The Indenture has been duly authorized by the Company and when duly executed and delivered by the Company and duly authorized, executed and delivered by the Trustee will be a legal, valid and binding agreement of the Company, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and general principles of equity;

(h) The Registration Rights Agreement has been duly authorized by the Company and when executed and delivered by the Company and duly authorized, executed and delivered by the Initial Purchasers will be a legal, valid and binding agreement of the Company, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and general principles of equity and except as rights to indemnity and contribution may be limited by applicable law;

(i) The Notes have been duly authorized by the Company and when executed and delivered by the Company and duly authenticated by the Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms hereof will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and general principles of equity, and will be entitled to the benefits of the Indenture and the Registration Rights Agreement (assuming the due authorization, execution and delivery thereof by the other parties thereto); the Shares initially issuable upon conversion of the Notes have been duly authorized and validly reserved for issuance upon conversion of the Notes, and upon conversion of the Notes in accordance with their terms and the terms of the Indenture will be issued free of statutory and contractual preemptive rights and are sufficient in number to meet the current conversion requirements, and such Shares, when so issued upon such conversion in accordance with the terms of the Indenture, will be duly and validly issued and fully paid and non-assessable;

(j) This Agreement has been duly authorized, executed and delivered by the Company;

(k) The terms of the Notes, the Registration Rights Agreement, the Indenture and the capital stock of the Company, including the Shares and the Rights, conform in all material respects to the description thereof contained or incorporated by reference in the Final Memorandum;

(l) Assuming the accuracy of the representations and warranties of the Initial Purchasers set forth in Section 4 of this Agreement, no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with the rules of the New York Stock Exchange, or approval of stockholders of the Company, is required in connection with the issuance and sale by the Company of the Notes or the issuance of Shares upon conversion of the Notes or the consummation of the transactions as contemplated hereby and by the Indenture, the Registration Rights Agreement and the Notes other than (i) as have been or will be obtained or made on or prior to the time of purchase, (ii) as may be required under the securities or blue sky laws of the various jurisdictions in

which the Notes and the Shares are being offered by the Initial Purchasers and (iii) as may be required by federal and state securities laws (including, without limitation, the Securities Act, the Exchange Act and the Trust Indenture Act of 1939, as amended) with respect to the Company’s obligations under the Registration Rights Agreement and the listing of the Shares on the New York Stock Exchange in connection therewith;

(m) The Company has obtained for the benefit of the Initial Purchasers the agreement (a “Lock-Up Agreement”), in the form set forth as Exhibit B hereto, of each of its executive officers and directors named in Exhibit B-1 hereto;

(n) Except as described in the Memorandum, (i) no person has any preemptive rights or similar rights to purchase any shares of Common Stock or shares of any other capital stock or other equity interests of the Company and (ii) no person has the right to act as an initial purchaser or as a financial advisor to the Company in connection with the offer and sale of the Notes, in the case of each of the foregoing clauses (i) and (ii), whether as a result of the sale of the Notes as contemplated hereby or otherwise; and except as described in the Memorandum, no person has the right, contractual or otherwise, to cause the Company to include any shares of Common Stock or shares of any other capital stock or other securities of the Company in the registration statement to be filed with the Commission pursuant to the Registration Rights Agreement, whether as a result of the sale of the Notes as contemplated hereby or otherwise;

(o) Ernst & Young LLP, whose reports on the consolidated financial statements of the Company and the Subsidiaries are included or incorporated by reference in the Memorandum, are independent public accountants with respect to the Company as required by the Securities Act, and the applicable published rules and regulations thereunder;

(p) Each of the Company and the Subsidiaries has all licenses, authorizations, consents and approvals (collectively, “Consents”) and has made all filings required under any federal, state, local or foreign law, regulation or rule and has obtained all Consents from other persons, in each case that are necessary to conduct its respective business; and that are material in relation to the business of the Company and its Subsidiaries, taken as a whole; neither the Company nor any of the Subsidiaries is in violation of, or in default under, nor has the Company or any of the Subsidiaries received notice of any proceedings relating to revocation or modification of any such Consent or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of the Subsidiaries, except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect;

(q) Except as described in the Memorandum, there are no actions, suits, claims, investigations or proceedings pending or to the Company’s knowledge, threatened, to which the Company or any of the Subsidiaries or any of their respective directors and officers is or would be a party or of which any of their respective properties is or would be subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, except any such action, suit, claim, investigation or proceeding which would not result in a judgment, decree or order either (A) having, individually or in the aggregate, a Material Adverse Effect or (B) preventing the consummation of the transactions contemplated hereby and by the Indenture, the Registration Rights Agreement and the Notes;

(r) All tax returns required to be filed by the Company and each of the Subsidiaries have been filed or have valid extensions for filing, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding) including any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities have been paid, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles or with respect to which the failure so to pay would not, individually or in the aggregate, have a Material Adverse Effect;

(s) The Company and each of the Subsidiaries maintains insurance covering its properties, operations, personnel and businesses as the Company deems adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Company and the Subsidiaries and their respective businesses; all such insurance is fully in force on the date hereof and will be fully in force at the time of purchase and any additional time of purchase;

(t) Except as described in the Memorandum, neither the Company nor any of the Subsidiaries has sustained since the date of the last audited financial statements included or incorporated by reference in the Memorandum any material loss or interference with its respective business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree;

(u) Except as described in the Memorandum, the Company has not sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements referred to, described in or incorporated by reference in the Memorandum, except with respect to terminations or nonrenewals which would not, individually or in the aggregate, have a Material Adverse Effect, and no such termination or non-renewal has been threatened by the Company or, to the Company’s knowledge after due inquiry, any other party to any such contract or agreement;

(v) Neither the Company nor the Subsidiaries are engaged in any unfair labor practice; except for matters which would not, individually or in the aggregate, have a Material Adverse Effect, and except as described in the Memorandum, (i) there is (A) no unfair labor practice complaint pending or, to the Company’s knowledge, threatened against the Company or any of the Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened against the Company or any of the Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the Company or any of the Subsidiaries and (ii) to the Company’s knowledge, (A) no union organizing activities are currently taking place concerning the employees of the Company or any of the Subsidiaries and (B) there has been no violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) or the rules and regulations promulgated thereunder concerning the employees of the Company or any of the Subsidiaries;

(w) Each of the Company and the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications,

patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information described or incorporated by reference in the Memorandum as being owned or licensed by them or that are necessary for the conduct of their respective businesses, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Intellectual Property”); (i) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property; and (ii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others.

(x) The audited financial statements included or incorporated by reference in the Memorandum, together with the related notes and schedules, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods specified and have been prepared in conformity in all material respects with the requirements of the Exchange Act and in conformity with the requirements of generally accepted accounting principles applied on a consistent basis during the periods involved; the other financial and statistical data set forth or incorporated by reference in the Memorandum present fairly in all material respects the data purported to be shown thereby at the respective dates or for the respective periods to which they apply and, to the extent that such data is set forth in or has been derived from the financial statements and books and records of the Company, have been prepared on a basis consistent with such financial statements and books and records of the Company; and neither the Company nor the Subsidiaries have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Memorandum;

(y) Subsequent to the respective dates as of which information is given in the Memorandum, and except as may be otherwise stated or incorporated by reference in the Memorandum, there has not been (A) any material adverse change, or any development involving a prospective material adverse change, in the business, properties, prospects, regulatory environment, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, (B) any transaction which is material to the Company and the Subsidiaries, taken as a whole, (C) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any of the Subsidiaries, which is material to the Company and the Subsidiaries, taken as a whole, (D) any change in the capital stock (other than the issuance of shares of Common Stock or options pursuant to employee compensation plans existing on, or upon the exercise of options outstanding as of, the date of this Agreement as disclosed in the Memorandum, which is not material) or outstanding indebtedness of the Company or the Subsidiaries (other than changes in amounts borrowed under the Company’s revolving credit facility that are not material) or (E) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company;

(z) The Company and the Subsidiaries and their properties, assets and operations are in compliance with, and hold all permits, authorizations and approvals required under, Environmental Laws (as defined below), except to the extent that failure to

so comply or to hold such permits, authorizations or approvals would not, individually or in the aggregate, have a Material Adverse Effect; except as described in the Memorandum, there are no past, present or, to the Company’s knowledge, reasonably anticipated future events, conditions, circumstances, activities, practices, actions, omissions or plans that could reasonably be expected to give rise to any material costs or liabilities to the Company or the Subsidiaries under, or to interfere with or prevent compliance by the Company or the Subsidiaries with, Environmental Laws; except as described in the Memorandum and except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and each of the Subsidiaries (i) is not the subject of any pending investigation, (ii) has not received any notice or claim, (iii) is not a party to or affected by any pending or, to the Company’s knowledge, threatened action, suit or proceeding, (iv) is not bound by any judgment, decree or order or (v) has not entered into any agreement, in each case relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below) (as used herein, “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials, and “Hazardous Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law);

(aa) When the Notes are issued pursuant to this Agreement, the Notes will not be of the same class (within the meaning of Rule 144A) as securities that are listed on a national securities exchange registered pursuant to Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

(bb) Neither the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”), “Affiliate”) (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or would be integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of the Notes or (ii) offered, solicited offers to buy or sold the Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act;

(cc) Assuming the accuracy of the representations and warranties of the Initial Purchasers set forth in Section 4 of this Agreement, it is not necessary in connection with the offer, sale and delivery of the Notes to the Initial Purchasers pursuant to this Agreement to register the Notes or the Shares deliverable upon conversion of the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended;

(dd) Neither the Company nor any of the Subsidiaries is, nor after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Final Memorandum will any of them be, required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended;

(ee) Except as described in the Memorandum, the Company and each of the Subsidiaries has good and marketable title to all property (real and personal) described or incorporated by reference in the Memorandum as being owned by each of them, free and clear of all liens, claims, security interests or other encumbrances, except in each case such as would not, individually or in the aggregate, have a Material Adverse Effect; all the property described in the Memorandum as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases; subject to the exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings of such entity;

(ff) Except for the Registration Rights Agreement, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to register any securities with the SEC;

(gg) The Company and each of the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

(hh) The Company has established and maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-14 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; any material weaknesses in internal controls have been identified for the Company’s auditors; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses;

(ii) The Company has not, directly or indirectly, including through any subsidiary: (i) extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company; or (ii) made any material modification, including any renewal thereof, to any term of any personal loan to any director or executive officer of the Company, or any family member or affiliate of any director or executive officer, which loan was outstanding on July 30, 2002;

(jj) Any statistical and market-related data included or incorporated by reference in the Memorandum are based on or derived from sources that the Company believes to be reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources to the extent required;

(kk) Neither the Company nor any of the Subsidiaries nor any of their respective directors, officers, Affiliates or controlling persons has taken, directly or indirectly, any action designed, or which has constituted or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes or the Shares issued upon conversion thereof; and

(ll) There is and has been no failure on the part of the Company and the Subsidiaries to comply in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the currently effective rules and regulations in connection therewith, including without limitation Section 402 related to loans and Sections 302 and 906 related to certifications.

In addition, any certificate signed by any officer of the Company or any of the Subsidiaries and delivered to the Initial Purchasers or counsel for the Initial Purchasers in connection with the offering of the Notes shall be deemed to be a representation and warranty by the Company or Subsidiary, as the case may be, as to matters covered thereby, to each Initial Purchaser.

4. Representations and Warranties of the Initial Purchasers. The Initial Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Final Memorandum, and each Initial Purchaser hereby represents and warrants to and agrees with the Company that:

(a) It will offer and sell the Notes only to persons whom it reasonably believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that, in purchasing such Notes, are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Notice to Investors”;

(b) It is a QIB within the meaning of Rule 144A; and

(c) It has not and will not directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes by any form of general solicitation, general advertising (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

5. Certain Covenants of the Company: The Company hereby agrees that:

(a) The Company will prepare the Final Memorandum in a form approved by the Initial Purchasers and will make no amendment or supplement to the Final Memorandum to which the Initial Purchasers reasonably object;

(b) Promptly from time to time, the Company will take such action as the Initial Purchasers may reasonably request to qualify the Notes and the Shares for offering and sale under the securities laws of such jurisdictions as the Initial Purchasers may request and will comply with such laws so as to permit the continuance of sales and dealing therein in such jurisdictions for as long as may be necessary to complete the distribution of the

Notes; provided, that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process or subject itself to any tax in any such jurisdiction where it is not now so qualified or subject;

(c) The Company will furnish the Initial Purchasers with as many copies of the Final Memorandum, any documents incorporated by reference therein and any amendment or supplement thereto as the Initial Purchasers may from time to time reasonably request; and if, at any time prior to the completion of the resale of the Notes (such completion to be evidenced by written notice from you to the Company) by the Initial Purchasers, any event shall have occurred as a result of which the Final Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Final Memorandum is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement the Final Memorandum, the Company will notify the Initial Purchasers and upon the request of the Initial Purchasers will prepare and furnish without charge to the Initial Purchasers and to any dealer in securities (whose names and addresses you will furnish to the Company) as many copies as the Initial Purchasers may from time to time reasonably request of an amended Final Memorandum or a supplement to the Final Memorandum which will correct such statement or omission or effect such compliance;

(d) During the period beginning from the date hereof and continuing until the date 90 days after the date of the Final Memorandum, the Company will not, without the prior written consent of the Initial Purchasers, issue, offer, sell, contract to sell, hypothecate, pledge, grant or sell any option, right or warrant to purchase, or otherwise dispose of, or contract to dispose of, any Shares, any securities substantially similar to the Notes or the Common Stock, any securities that are convertible into or exchangeable for shares of Common Stock and debt securities or any securities that are convertible into or exchangeable for the Notes or such other debt securities (other than (i) the issuance of the Notes; (ii) the issuance of Shares upon conversion of the Notes; (iii) the issuance of shares of Common Stock upon conversion or exercise of convertible or exercisable or exchangeable securities outstanding as of the date of this Agreement or (iv) the issuance of shares of Common Stock or options pursuant to employee stock option or employee stock purchase plans existing on, or upon exercise of warrants outstanding as of, the date of this Agreement), (v) the issuance of up to $6 million in shares of Common Stock in connection with the pending acquisitions of Heritage Building Systems, Inc. and Xxxxxxxxxxxxx.xxx, Inc. by the Company; or (vi) after the first 30 days of the lock-up period described above, the issuance of up to $19 million in shares of Common Stock in connection with any prospective acquisitions by the Company; subject to the condition that, to the extent that any shares of Common Stock issuable in connection with any pending acquisition pursuant to clauses (v) and (vi) may be disposed of prior to the expiration of such 90-day period, any such recipient of Common Stock shall execute an agreement with the Initial Purchasers stating that such holder is receiving and holding the Common Stock subject to the provisions of this clause 5(d), and the Company hereby agrees not to waive compliance by any such recipient of Common Stock with any restrictions on the disposition of such Common Stock, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Notes irrespective of

whether any transaction mentioned above is to be settled by delivery of the Common Stock, the Notes or other securities, in cash or otherwise;

(e) At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act and so long as any of the Notes (or Shares issued upon conversion thereof) are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, for the benefit of holders from time to time of the Notes, the Company will furnish at its expense, upon request, to holders and beneficial owners of Notes and prospective purchasers of Notes information satisfying the requirements of subsection (d)(4)(i) of Rule 144A;

(f) The Company will use its commercially reasonable efforts to cause the Notes to be eligible for trading in PORTAL;

(g) For so long as the Notes remain outstanding, the Company will furnish to the Initial Purchasers copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and will deliver to the Initial Purchasers as soon as they are available, copies of any reports and financial statements furnished to or filed by the Company with the Commission or any securities exchange on which the Notes or any class of securities of the Company is listed;

(h) The Company will use the net proceeds received by it from the sale of the Notes pursuant to this Agreement in the manner specified in the Final Memorandum under the caption “Use of Proceeds”;

(i) The Company will reserve and keep available at all times free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to satisfy any obligations to issue Shares upon conversion of the Notes;

(j) The Company will use its commercially reasonable efforts to list, as promptly as practicable but in no event later than the time that the registration statement is declared effective in accordance with the Registration Rights Agreement, and subject to notice of issuance, the Shares on the New York Stock Exchange;

(k) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including, without limitation, (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the issuance and sale of the Notes and all other fees and expenses in connection with the preparation of each Memorandum and all amendments and supplements thereto, including all printing costs associated therewith, and the furnishing of copies thereof to the Initial Purchasers and to dealers (including costs of mailing and shipment), (ii) all costs related to the preparation, issuance, execution, authentication and delivery of the Notes and the Shares, (iii) all costs related to the transfer and delivery of the Notes to the Initial Purchasers, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the qualification of the Notes and the Shares for offering and sale under state laws and the cost of printing and furnishing of copies of any blue sky or legal investment memorandum to the Initial Purchasers and to dealers (including filing fees and the fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with such blue sky or

legal investment memorandum), (v) any fees payable to investment rating agencies with respect to the rating of the Notes, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the fees and expenses, if any, incurred in connection with the admission of the Notes for trading in PORTAL or any appropriate market system, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) all other cost and expenses incident to the performance of the Company’s obligations hereunder for which provision is not otherwise made in this Section 5(k);

(l) Neither the Company nor any Affiliate will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require the registration under the Securities Act of the offer and sale of the Notes pursuant to this Agreement;

(m) The Company will not to solicit any offer to buy or offer or sell the Notes or the Shares by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act;

(n) During the period after the time of purchase or the additional time of purchase, if later, the Company will not, and will not permit Affiliates, to resell any of the Notes or the Shares which constitute “restricted securities” under Rule 144 under the Securities Act that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act;

(o) Neither the Company nor any Affiliate will take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Notes contemplated hereby; and

(p) Until the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) relating to the Notes has been declared effective, the Company and each Subsidiary will comply in all material respects with all applicable securities and other laws, rules and regulations, including without limitation, the Xxxxxxxx-Xxxxx Act, and use its best efforts to cause the officers and directors of the Company and each Subsidiary, as the case may be, in their capacities as such, to comply with such laws, rules and regulations, including without limitation, the provisions of the Xxxxxxxx-Xxxxx Act.

6. Reimbursement of Initial Purchasers’ Expenses: If the Firm Notes are not delivered for any reason other than the default by one or more of the Initial Purchasers in their obligations hereunder, the Company will reimburse the Initial Purchasers for all of their out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by the Initial Purchasers in connection with this Agreement or the offering contemplated hereunder.

7. Conditions of Initial Purchasers’ Obligations: The several obligations of the Initial Purchasers hereunder are subject to the accuracy in all material respects of the representations and warranties on the part of the Company on the date hereof and at the time of purchase. The several obligations of the Initial Purchasers at the additional time of purchase are subject to the accuracy in all material respects of the representations and warranties on the part of the Company on the date hereof, at the time of purchase (unless previously waived) and at the additional time of purchase, as the case may be. Additionally, the several obligations of the Initial Purchasers hereunder are subject to performance by the Company of its obligations hereunder and to the following conditions:

(a) The Company shall furnish to the Initial Purchasers at the time of purchase and at the additional time of purchase, as the case may be, an opinion of Xxxx X. Xxxxx, Vice President and General Counsel of the Company, addressed to the Initial Purchasers and dated the date of the time of purchase or the date of the additional time of purchase, as the case may be, in form reasonably satisfactory to counsel for the Initial Purchasers and substantially in the form set forth in Exhibit A-1 hereto;

(b) The Company shall furnish to the Initial Purchasers at the time of purchase and at the additional time of purchase, as the case may be, an opinion of Xxxxx Xxxxx L.L.P., counsel for the Company, addressed to the Initial Purchasers and dated the date of the time of purchase or the date of the additional time of purchase, as the case may be, and in form reasonably satisfactory to counsel for the Initial Purchasers, and substantially in the form set forth in Exhibit A-2 hereto;

(c) The Initial Purchasers shall have received on the date of this Agreement, at the time of purchase and the additional time of purchase, as the case may be, from Ernst & Young LLP customary comfort letters dated as of the date of this Agreement, the date of the time of purchase and the date of the additional time of purchase, as the case may be, and addressed to the Initial Purchasers, in form and substance satisfactory to counsel for the Initial Purchasers;

(d) The Initial Purchasers shall have received at the time of purchase and at the additional time of purchase, as the case may be, the opinion of Xxxxx Xxxx & Xxxxxxxx, counsel for the Initial Purchasers, dated the date of the time of purchase or the date of the additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Initial Purchasers;

(e) No amendment or supplement to the Final Memorandum, or any document which upon filing with the Commission would be incorporated by reference in the Final Memorandum, shall at any time have been made or filed to which the Initial Purchasers have reasonably objected in writing and not subsequently withdrawn such objection;

(f) At the time of purchase or the additional time of purchase, as the case may be, the Final Memorandum shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(g) Between the time of execution of this Agreement and the time of purchase or the additional time of purchase, as the case may be, no material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole shall occur or become known;

(h) The Company will, at the time of purchase and, if applicable at the additional time of purchase, deliver to you a certificate of its Chief Executive Officer or President and Chief Operating Officer and its Chief Financial Officer in the form attached as Exhibit C hereto;

(i) You shall have received copies, duly executed by the Company and the other parties thereto, of the Registration Rights Agreement and the Indenture;

(j) Each executive officer and director of the Company shall have entered into Lock-Up Agreements in the form attached as Exhibit B hereto on or prior to the date hereof, and each such Lock-Up Agreement shall have been delivered to you and shall be in full force and effect at the time of purchase and the additional time of purchase, as the case may be;

(k) The Company shall have furnished to you such other documents and certificates as to the accuracy and completeness of any statement in the Final Memorandum as of the time of purchase and the additional time of purchase, as the case may be, as you may reasonably request;

(l) The Notes shall have been designated for trading on PORTAL, subject only to notice of issuance at or prior to the time of purchase; and

(m) Between the time of execution of this Agreement and the time of purchase or additional time of purchase, as the case may be, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary of the Company by any “nationally recognized statistical rating organization”, as that term is defined in Rule 436(g)(2) promulgated under the Securities Act.

8. Termination: The several obligations of the Initial Purchasers hereunder shall be subject to termination in the absolute discretion of the Initial Purchasers, if, (x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Final Memorandum, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the Initial Purchasers’ judgment, make it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in the Final Memorandum; (y) at any time prior to the time of purchase or, with respect to the purchase of any Additional Notes, the additional time of purchase, as the case may be, there shall have occurred: (i)

a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ; (ii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the Initial Purchasers’ judgment makes it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in the Final Memorandum; or (z) at any time prior to the time of purchase or, with respect to the purchase of any Additional Notes, the additional time of purchase, as the case may be, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act.

If the Initial Purchasers elect to terminate this Agreement as provided in this Section 8, the Company shall be notified as provided for herein.

If the sale to the Initial Purchasers of the Notes, as contemplated by this Agreement, is not carried out by the Initial Purchasers for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply and does not comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 5(k), 6 and 9 hereof), and the Initial Purchasers shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

9. Indemnity by the Company and the Initial Purchasers:

(a) The Company agrees to indemnify, defend and hold harmless each Initial Purchaser, its directors and officers, and any person who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Initial Purchaser Indemnified Party”), and the successors and assigns of all the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Initial Purchaser Indemnified Party or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Memorandum, as amended or supplemented, if applicable, or arises out of or is based upon any omission or alleged omission to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from and in conformity with information furnished in writing by or on behalf of any Initial Purchaser to the Company expressly for use therein.

(b) Each Initial Purchaser severally agrees to indemnify, defend and hold harmless the Company, its directors and officers and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which such Company Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Initial Purchaser to the Company expressly for use in any Memorandum or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in connection with such information.

(c) If any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) of this Section 9, such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and such Indemnifying Party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all fees and expenses; provided, however, that the omission to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise except to the extent that it has been materially prejudiced by such failure. Such Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the employment of such counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon written advice of counsel that there may be defenses available to it that are different from, additional to, or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of such Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such Proceeding). An Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such

Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its intention to settle. An Indemnifying Party shall not, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Party.

(d) If the indemnification provided for in this Section 9 is unavailable to an Indemnified Party under subsections (a) and (b) of this Section 9 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Initial Purchasers on the other hand from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Initial Purchasers on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Initial Purchasers on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of Initial Purchasers’ discounts and commissions but before deducting expenses) received by the Company bear to the discounts and commissions received by the Initial Purchasers. The relative fault of the Company on the one hand and of the Initial Purchasers on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding.

(e) The Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Notes resold by it in the initial placement of such Notes were offered to investors exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue

statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective principal amount of Notes they have purchased hereunder, and not joint. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution agreements contained in this Section 9 and the covenants, warranties and representations of the Company and the Initial Purchasers contained in this Agreement shall remain in full force and effect (regardless of any investigation made by on behalf of any Initial Purchaser, its directors or officers or any person who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Company, its directors and officers or any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and shall survive any termination of this Agreement or the issuance and delivery of the Notes. The Company and the Initial Purchasers agree promptly to notify the other of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company’s officers and directors, in connection with the issuance and sale of the Notes, or in connection with any Memorandum.

10. Effectiveness; Increase in Initial Purchasers’ Commitments: This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

Subject to Sections 7 and 8, if, at the time of purchase, or the additional time of purchase, as the case may be, any Initial Purchaser shall default in its obligation to take up and pay for the Notes to be purchased by it at such time hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 hereof) and if the aggregate principal amount of Notes which any Initial Purchaser so defaulting shall have agreed but failed to take up and pay for at such time does not exceed 10% of the total aggregate principal amount of Notes to be purchased at such time, the non-defaulting Initial Purchaser shall take up and pay for (in addition to the aggregate number of Notes they are obligated to purchase at such time pursuant to Section 1 hereof) the aggregate principal amount of Notes agreed to be purchased by such defaulting Initial Purchaser at such time, as hereinafter provided. Such Notes shall be taken up and paid for by such non-defaulting Initial Purchaser in such amount as you may designate with the consent of such non-defaulting Initial Purchaser.

Without relieving any defaulting Initial Purchaser from its obligations hereunder, the Company agrees with the non-defaulting Initial Purchaser that it will not sell any Firm Notes hereunder unless all of the Firm Notes are purchased by the non-defaulting Initial Purchaser (or by substituted Initial Purchasers selected by you with the approval of the Company or selected by the Company with your approval).

If a new Initial Purchaser or Initial Purchasers are substituted by the non-defaulting Initial Purchaser or by the Company for a defaulting Initial Purchaser in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary changes in the Final Memorandum and other documents may be effected.

The term “Initial Purchaser” as used in this Agreement shall refer to and include any Initial Purchaser substituted under this Section 10 with like effect as if such substituted Initial Purchaser had originally been named in Schedule A.

If, at the time of purchase, the aggregate principal amount of Firm Notes which the defaulting Initial Purchaser or Initial Purchasers agreed to purchase exceeds 10% of the total principal amount of Firm Notes which all Initial Purchasers agreed to purchase hereunder, and if neither the non-defaulting Initial Purchaser nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Firm Notes which the defaulting Initial Purchaser or Initial Purchasers agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Initial Purchaser and without any liability on the part of any non-defaulting Initial Purchaser to the Company. If, at the additional time of purchase, the aggregate principal amount of Additional Notes which the defaulting Initial Purchaser or Initial Purchasers agreed to purchase exceeds 10% of the total principal amount of Additional Notes which all Initial Purchasers agreed to purchase hereunder, the non-defaulting Initial Purchaser shall have the option to (a) terminate its obligation hereunder to purchase the Additional Notes or (b) purchase not less than the principal amount of Additional Notes that such non-defaulting Initial Purchaser would have been obligated to purchase in the absence of such default. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

11. Information Furnished by the Initial Purchasers: The statements set forth in the last paragraph on the cover page of the Final Memorandum and the statements set forth in the third and eleventh paragraphs under the caption “Plan of Distribution” in the Final Memorandum constitute the only information furnished by or on behalf of the Initial Purchasers.

12. Notices: Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by facsimile and, if to the Initial Purchasers, shall be sufficient in all respects if delivered or sent to: UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Department, facsimile no. (000) 000-0000, with a copy to (for informational purposes only): Attention: Legal Department, facsimile no. (000) 000-0000; Wachovia Capital Markets, LLC, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, Attention: Convertible Securities Syndication, facsimile no. (000) 000-0000 and, if to the Company, shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 00000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxxxx, Xxxxx, 00000, Attention: General Counsel, facsimile no. (000) 000-0000.

13. Governing Law and Construction: THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. THE SECTION HEADINGS IN THIS AGREEMENT HAVE BEEN INSERTED AS A MATTER OF CONVENIENCE OF REFERENCE AND ARE NOT A PART OF THIS AGREEMENT.

14. Parties at Interest: The Agreement herein set forth has been and is made solely for the benefit of the Initial Purchasers and the Company and the controlling persons, directors and officers referred to in Section 9 hereof, and their respective successors, assigns, executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Initial Purchasers) shall acquire or have any right under or by virtue of this Agreement.

15. Counterparts: This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. Delivery of an executed counterpart by facsimile shall be effective as delivery of a manually executed counterpart thereof.

16. Submission to Jurisdiction: No Proceeding may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company hereby consents to the jurisdiction of such courts and personal service with respect thereto. The Company and the Initial Purchasers hereby waive all right to trial by jury in any Proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

If the foregoing correctly sets forth the understanding between the Company and the Initial Purchasers, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement between the Company and the Initial Purchasers.


Very truly yours, NCI BUILDING SYSTEMS, INC.
By:	/s/ A.R. Grinn
	Name:	A.R. Xxxx
	Title:	Chairman and Chief Executive Officer

Accepted and agreed to as of the date first
above written acting severally on behalf of themselves as the several Initial Purchasers named in
Schedule A hereto:

UBS SECURITIES LLC


By:	/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director


By:	/s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director

WACHOVIA CAPITAL MARKETS, LLC


By:	/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Senior Vice President

SCHEDULE A


	Principal Amount
Initial Purchasers	of Firm Notes
UBS SECURITIES LLC	$	75,000,000
WACHOVIA CAPITAL MARKETS, LLC		75,000,000

Total	$	150,000,000

Sch-A-1

EXHIBIT A-1
OPINION OF XXXX X. XXXXX, VICE PRESIDENT
AND GENERAL COUNSEL OF THE COMPANY

1.		Each of the Company’s Subsidiaries has been duly incorporated and is validly existing as a corporation or is a limited partnership duly formed and validly existing in its jurisdiction of incorporation or organization, as the case may be, and is in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, with all requisite power and authority (corporate, partnership or other) to own, lease and operate its respective properties and to conduct its respective business as described in the Final Memorandum, other than where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding shares of capital stock or partnership interests of each Subsidiary have been duly and validly authorized and issued, and in the case of capital stock are fully paid and non-assessable and, except as described in the Memorandum, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

2.		The Company and each of the Subsidiaries are duly qualified or licensed to do business as foreign corporations or limited partnerships and are in good standing in each jurisdiction where the ownership or leasing of their properties or the conduct of their respective businesses requires such qualification or license, except where the failure to be so qualified or licensed or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.		The Company has an authorized and outstanding capitalization as set forth in the Final Memorandum; the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any statutory or contractual preemptive rights, resale rights, rights of first refusal or similar rights.

4.		The execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Notes and consummation of the transactions contemplated thereby including the issuance of the Notes and the issuance of the Shares in accordance with the terms of the Notes, will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under), any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or their respective properties may be bound or affected, except for breaches, violations, defaults or rights of repurchase, redemption or repayment which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.		Except as described in the Final Memorandum, there are no actions, suits, claims, investigations or proceedings pending or, to such counsel’s knowledge, threatened or to

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which the Company or any of the Subsidiaries is or would be a party or of which any of their respective properties is or would be subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, except for such actions, suits, claims, investigations or proceedings which would not reasonably be expected to result in a judgment, decree or order either (i) having, individually or in the aggregate, a Material Adverse Effect or (ii) preventing the consummation of the transactions contemplated by the Purchase Agreement and by the Indenture, the Registration Rights Agreement and the Notes.

The statements in “Item 3—Legal Proceedings” of Part I of the Company’s most recent annual report on Form 10-K, in “Item 1—Legal Proceedings” of Part II of any quarterly report on Form 10-Q and in “Item 5—Other Events” or “Item 8.01—Other Events” of any current report on Form 8-K incorporated by reference in the Final Memorandum, insofar as such statements constitute summaries of legal matters, documents or proceedings referred to therein, fairly summarize in all material respects the matters referred to therein.

In addition to the matters set forth above, such opinion shall also include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, counsel for the Company, representatives of the independent public accountants of the Company and representatives of the Initial Purchasers at which the contents of the Final Memorandum and related matters were discussed, and although such counsel is not passing upon, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Final Memorandum (except to the extent stated in paragraph 6 above), on the basis of the foregoing (relying to the extent that such counsel deems necessary upon the factual statements of officers and other representatives of the Company) no facts have come to such counsel’s attention which lead such counsel to believe that the Final Memorandum (other than (a) the financial statements and schedules and related notes and auditor’s report thereon included therein, and (b) the other financial and statistical data derived therefrom included therein, as to which such counsel need not comment) as of its date contained or as of the date of such opinion contains, an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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EXHIBIT A-2
OPINION OF COMPANY COUNSEL

1.		The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Delaware with all requisite corporate power and authority to own, lease and operate its properties and conduct its business as described in the Final Memorandum.

2.		Each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Final Memorandum (other than (a) the financial statements and schedules therein, including the notes thereto and the auditor’s report thereon, the other financial and statistical data derived therefrom included therein, as to which such counsel need express no opinion) appeared on its face to comply as to form when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder.

3.		The execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Notes and consummation of the transactions contemplated thereby including the issuance of the Notes and the issuance of the Shares in accordance with the terms of the Notes, will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under), (i) the charter or by-laws or other organizational documents of the Company or any of the Subsidiaries, (ii) the Credit Agreement among the Company, certain subsidiaries party thereto, the lenders party thereto, Bank of America, N.A. and Wachovia Bank, National Association, dated as of June 18, 2004, as amended, (iii) any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the Company or any of its Subsidiaries is a party filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended November 1, 2003, (iv) any law, regulation or rule, that in such counsel’s experience is normally applicable to the Company or any Subsidiary or to general business corporations in relation to transactions of the type contemplated by the Purchase Agreement, the Registration Rights Agreement and the Indenture, (v) any decree, judgment or order applicable to the Company or any of the Subsidiaries; provided, however, that no opinion need be expressed with respect to any state securities or “blue sky” laws, and such counsel may assume the accuracy of the representations and warranties of the Initial Purchasers set forth in Section 4 of the Purchase Agreement and the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.

4.		The Purchase Agreement has been duly authorized, executed and delivered by the Company.

5.		The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Initial Purchasers, constitutes a legal, valid and binding agreement of the Company, enforceable

A-2-1

in accordance with its terms except (a) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and general principles of equity, (b) as the rights to indemnity and contribution in the Registration Rights Agreement may be limited by applicable law and (c) that such counsel need express no opinion as to the enforceability of any provision of the Registration Rights Agreement requiring the payment of liquidated damages or additional amounts.

6.		The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms except (a) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and general principles of equity and (b) that such counsel need express no opinion as to the enforceability of any provision of the Indenture requiring the payment of liquidated damages or additional amounts.

7.		The Notes have been duly authorized, executed and delivered by the Company and when duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of the Purchase Agreement will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms and will be entitled to the benefits of the Indenture and the Registration Rights Agreement (assuming the due authorization, execution and delivery thereof by the other parties thereto), except (a) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and general principles of equity and (b) that such counsel need express no opinion as to the enforceability of any provision of the Indenture requiring the payment of liquidated damages.

8.		The Shares initially issuable in accordance with the terms of the Notes have been duly authorized and reserved for issuance in accordance with the terms of the Notes, and when so issued in accordance with the terms of the Notes and the terms of the Indenture will be duly and validly issued and fully paid and non-assessable and will not be subject to any preemptive or similar rights under the Company’s certificate of incorporation or bylaws or under the Delaware General Corporation Law; and the Rights evidenced by the Shares have been duly authorized and, when and if issued in accordance with the terms of the Notes, the Indenture and the Rights Agreement, will be validly issued.

9.		No approval, authorization, consent or order of or filing with any national, state or local governmental or regulatory commission, board, body, authority or agency, or of or with the rules of the New York Stock Exchange, or approval of stockholders of the Company, is required in connection with the issuance and sale by the Company of the Notes or the issuance of Shares in accordance with the terms of the Notes or the consummation of the transactions as contemplated in the Purchase Agreement other than (i) as may be required under the securities or blue sky laws of the various jurisdictions in which the Notes and the Shares are being offered by the Initial Purchasers, (ii) as may be required by Federal

A-2-2

or state securities laws with respect to the Company’s obligations under the Registration Rights Agreement and (iii) the listing of the Shares on the New York Stock Exchange in connection therewith.

10.		Assuming the accuracy of the representations and warranties and compliance with the agreements of the Company and of the Initial Purchasers contained in the Purchase Agreement, it is not necessary in connection with (i) the offer, sale and delivery of the Notes to the Initial Purchasers pursuant to the Purchase Agreement or (ii) the initial resales of the Notes or the Shares by the Initial Purchasers in the manner contemplated in the Final Memorandum to register the Notes under the Securities Act or to qualify the Indenture in respect thereof under the Trust Indenture Act of 1939, as amended, it being understood that no opinion is expressed as to any subsequent resale of any Note or Share.

11.		Neither the Company nor any of the Subsidiaries is, nor after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Final Memorandum will any of them be, required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended.

12.		The terms of the Notes, the Registration Rights Agreement, the Indenture and the capital stock of the Company, including the Shares and the Rights, conform as to legal matters in all material respects to the descriptions thereof contained in the Final Memorandum.

13.		The statements in the Final Memorandum under the captions “Description of the Notes,” “Description of Capital Stock,” “Plan of Distribution” and “Notice to Investors,” insofar as such statements constitute summaries of legal matters, documents or proceedings referred to therein, fairly summarize in all material respects the matters referred to therein.

14.		Although the discussion set forth in the Final Memorandum under the heading “Material United States Federal Income Tax Considerations” does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Notes or Shares issuable in accordance with the terms thereof, in our opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Notes and Shares issuable in accordance with the terms of the Notes by the holders addressed therein, based upon current law and subject to the qualifications set forth therein.

A-2-3

extent that such counsel deems necessary upon the factual statements of officers and other representatives of the Company) no facts have come to such counsel’s attention which lead such counsel to believe that the Final Memorandum (other than (a) the financial statements and schedules and related notes and auditor’s report thereon included therein, and (b) the other financial and statistical data derived therefrom included therein, as to which such counsel need not comment) as of its date contained or as of the date of such opinion contains, an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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EXHIBIT B
FORM OF LOCK-UP AGREEMENT

November 1, 2004

UBS Securities LLC
Wachovia Capital Markets, LLC
c/o UBS Securities LLC
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Ladies and Gentlemen:

This letter is being delivered to you in connection with the consummation of the transactions contemplated by the Purchase Agreement (the “Purchase Agreement”) proposed to be entered into between NCI Building Systems, Inc., a Delaware corporation (the “Company”), and you as the Initial Purchasers named therein, relating to an offering without registration under the Securities Act of 1933, as amended (the “Act”), in reliance on Rule 144A under the Act, of Convertible Senior Subordinated Notes due 2024 (the “Notes”), of the Company.

I agree that I will not, for a period from the date hereof until the end of a period of 90 days after the date of the Final Memorandum (as defined in the Purchase Agreement) without the prior written consent of UBS Securities LLC, offer, sell, contract to sell, hypothecate, pledge, sell or grant any option, right or warrant to purchase, or otherwise dispose of, or contract to dispose of, any shares of common stock, par value $0.01 per share (the “Common Stock”), any securities substantially similar to the Notes or the Common Stock or any securities that are convertible into or exchangeable for the Notes or shares of Common Stock, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of the ownership of the Common Stock or Notes irrespective of whether any transaction mentioned above is to be settled by delivery of the Common Stock, the Notes or other securities, in cash or otherwise. The foregoing notwithstanding, the undersigned may make transfers of shares of Common Stock pursuant to a will or by intestacy, and to, or for the benefit of, family members, charitable institutions, and trusts, limited partnerships or other entities created for estate planning purposes, the principal beneficiaries of which are family members or charitable institutions, subject to the condition that any such family member or charitable institution or other holder shall execute an agreement with the Initial Purchasers stating that such transferee is receiving and holding the Common Stock subject to the provisions of this agreement.

B-1

If for any reason the Purchase Agreement shall not be executed by November 30, 2004 or shall be terminated prior to the time of purchase (as defined in the Purchase Agreement), the agreement set forth above shall likewise be terminated.


		Very truly yours,

		Name:
		Title:

B-2

EXHIBIT B-1

LIST OF PARTIES TO EXECUTE LOCK-UP AGREEMENTS


Name		Position(s)

1. A. R. Xxxx		Chairman of the Board and Chief Executive Officer
2. Xxxxxx X. Xxxxxxxx		President, Chief Operating Officer and Director
3. Xxxxxx X. Xxxxxxx		Executive Vice President, Chief Financial Officer and Treasurer
4. Xxxxxxx X. Xxxxxx		Executive Vice President, Administration
5. Xxxxx X. Xxxx		President and Chief Operating Officer of Metal Building Components Division
6. Xxxxxxx X. Xxxxx		President and Chief Operating Officer of Engineered Building Systems Division
7. Xxxxxxx X. Xxxxxxxx		Vice President and Controller
8. Xxxx X. Xxxxx		Vice President and General Counsel
9. Xxxxxx X. Xxxxxxxxx		Secretary
10. Xxxxxxx X. Xxxxx		President of Metal Coaters Division

B-1-1


Name		Position(s)
11. Xxxx X. Xxxxx		Vice President and Chief Information Officer
12. Xxxxxxx X. Xxxxxxxxx		Director
13. Xxxx X. Xxxxxx		Director
14. Xxxxxx X. Xxxx		Director
15. Xxx X. Xxxxxx		Director
16. Xxxxxx Xxxxxxxx		Director
17. W. Xxxxxxx Xxxxxx		Director
18. Xxxx X. Xxxxxxxx		Director

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EXHIBIT C

OFFICERS’ CERTIFICATE

1.		I have reviewed the Memorandum.

2.		The representations and warranties of the Company as set forth in the Purchase Agreement are true and correct as of the time of purchase [and, if applicable, the additional time of purchase].

3.		The Company has performed all of its obligations under the Purchase Agreement as are to be performed at or before the time of purchase [and at or before the additional time of purchase, as the case may be].

4.		The conditions set forth in paragraphs (f) and (g) of Section 7 of the Purchase Agreement have been met.

5.		The financial statements and other financial information included in the Final Memorandum fairly present in all material respects the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in the Final Memorandum.

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150,000,000 Principal Amount NCI BUILDING SYSTEMS, INC. 2.125% Convertible Senior Subordinated Notes due 2024 PURCHASE AGREEMENT

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