POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints each of Steven Oetgen and Robert Nelson, signing
singly, as the undersigned's true and lawful attorney-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file on behalf of
the undersigned, in the undersigned's capacity as a beneficial owner of
securities of NCI Building Systems, Inc., a Delaware corporation (the
"Company"), any Schedule 13D or Schedule 13G, and any amendments,
supplements or exhibits thereto (including any joint filing agreements)
required to be filed by the undersigned under Section 13 of the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder (the
"Exchange Act"), and any Forms 3, 4, and 5 and any amendments, supplements or
exhibits thereto required to be filed by the undersigned under Section 16(a) of
the Exchange Act;
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to
release any such information to the undersigned and approves and ratifies
any such release of information; and
(3) perform any and all other acts which in the discretion of such
attorneys-in -fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, each such
attorney- in-fact to act in their discretion on information provided to such
attorney-in- fact without independent verification of such information;
(2) any documents prepared and/or executed by any of the attorneys-in-fact
on behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;
(3) neither the Company nor any of the attorneys-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 13 and/or Section 16 of the Exchange Act.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in- fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with, or any liability for the
failure to comply with, Section 13 and/or Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
* * * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23rd day of November, 2018.
Golden Gate Capital Opportunity Fund,
L.P.
Golden Gate Capital Opportunity Fund-A,
L.P.
By: GGC Opportunity Fund Management,
L.P.
Its: General Partner
By: GGC Opportunity Fund Management
GP, Ltd.
Its: General Partner
By: /s/ David C. Dominik
---------------------------------
David C. Dominik
Director
GGC Opportunity Fund Management, L.P.
By: GGC Opportunity Fund Management
GP, Ltd.
Its: General Partner
By: /s/ David C. Dominik
---------------------------------
David C. Dominik
Director
GGC Opportunity Fund Management GP,
Ltd.
By: /s/ David C. Dominik
---------------------------------
David C. Dominik
Director
GGCOF Co-Invest, L.P.
GGCOF Executive Co-Invest, L.P.
GGCOF IRA Co-Invest, L.P.
By: GGCOF Co-Invest Management, L.P.
Its: General Partner
By: GGC Opportunity Fund Management,
L.P.
Its: General Partner
By: GGC Opportunity Fund Management
GP, Ltd.
Its: General Partner
By: /s/ David C. Dominik
---------------------------------
David C. Dominik
Director
GGCOF Co-Invest Management, L.P.
By: GGC Opportunity Fund Management,
L.P.
Its: General Partner
By: GGC Opportunity Fund Management
Ltd.
Its: General Partner
By: /s/ David C. Dominik
---------------------------------
David C. Dominik
Director
Atrium Window Holdings, LLC
Atrium Intermediate Holdings, LLC
Atrium Window Parent, LLC
GGC Atrium Window Holdings, LLC
GGC BP Holdings, LLC
By: /s/ David Thomas
---------------------------------
David Thomas
Authorized Person
