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Financing Advisory Agrmt

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FINANCING ADVISORY SERVICES AGREEMENT


This Agreement is made effective as of the 22nd day of December, 2004, by and between Investcorp International Inc., a Delaware corporation ("III") and Associated Materials Incorporated, a Delaware corporation ("AMI").


WHEREAS, pursuant to the Stock Purchase Agreement by and among AM Holding Limited, AM Equity Limited, AM Investments Limited, Associated Equity Limited, and Associated Investments Limited, as purchasers (the "Purchasers"), the holders listed on Schedule 1 of such Stock Purchase Agreement, as sellers (the "Sellers"), and AMH Holdings, Inc. (the "Company"), The Purchasers are purchasing the stock of the Company from the Sellers (the "Purchase");


WHEREAS, AMI intends to arrange borrowing facilities with one or more financial institutions unaffiliated with III in the aggregate amount of approximately $[243 million] (the "Financing");


WHEREAS, III and its officers, employees, agents and affiliates are experienced in the field of obtaining debt financing and are willing to act as a financial advisor to AMI; and


WHEREAS, AMI is desirous to avail itself of the assistance and expertise of III in arranging the Financing;


NOW, THEREFORE, the parties do hereby agree as follows:


1. Services of III. III shall assist AMI in arranging the Financing. In connection therewith, III may, solely in its discretion and on behalf of AMI:


(a) seek out financial institutions that may provide the
Financing;


(b) enter into negotiations with banks and other financial
institutions regarding the terms and conditions upon which the
Financing is to be provided;


(c) advise, conduct and participate in the negotiation and
drafting of any agreements, contracts, or other documents relating to
the placement of the Financing; and


1


(d) take all such other actions as it may deem necessary to
arrange for the Financing.


2. Fees. In consideration of the services contemplated by Section 1 hereof, AMI shall pay to III a fee in the amount of $7,500,000, payable on the closing of the Purchase.


3. Reimbursement. AMI shall pay reasonable out-of-pocket expenses incurred by III in connection with the performance of III's services under this Agreement, including, but not limited to, fees and disbursements of III's legal counsel.


4. Cooperation and Information. AMI shall cooperate with III in the performance of its obligations hereunder and shall furnish III with such information as III may request (all such information so furnished hereinafter referred to as the "Information"). AMI recognizes and confirms that III:


(a) will use and rely primarily on the Information and on
information available from generally recognized public sources in
performing the services contemplated by this Agreement without having
independently verified the same;
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