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Management Advisory Agrmt

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Sectors: Manufacturing
Governing Law: New York, View New York State Laws
Effective Date: December 22, 2004
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AGREEMENT FOR MANAGEMENT ADVISORY,
STRATEGIC PLANNING AND
CONSULTING SERVICES


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


WHEREAS, III, by and through its officers, employees, agents and affiliates has developed in connection with the conduct of its business and affairs various areas of expertise in the fields of management, finance, marketing, and strategic planning; and


WHEREAS, AMI desires to avail itself of the expertise of III in those areas hereinabove enumerated and in which III is acknowledged to have expertise, for a period of five (5) years from the Effective Date, said 5-year period being referred to as the "Term";


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


1. Appointment. AMI hereby appoints III to render management advisory,strategic planning and consulting services to AMI on an exclusive basis during the Term as herein contemplated.


2. III. During the Term, III shall render to AMI, by and through such of its officers, employees, agents and affiliates as III, in its sole discretion, shall designate from time to time, management advisory, strategic planning and consulting services. Said services shall consist of advice concerning management, finance, marketing, strategic planning, and such other services as shall be requested from time to time by the Board of Directors of AMI. AMI acknowledges and agrees that the services to be provided by III hereunder do not encompass services that would be required in connection with an acquisition, restructuring or initial public offering by AMI, or a private sale of the stock or assets of AMI. Should AMI desire to engage III to provide financial advisory services in connection with any such type of transaction, such engagement shall be subject to the negotiation of mutually acceptable fee arrangements for such additional services, albeit the indemnification obligations of AMI as set forth in paragraph 6 of this Agreement shall apply to any such additional services performed by III.


1


3. Fees. In consideration of III's performance of the above-described services, AMI shall pay to III, in cash, consulting services fees at the rate of $4,000,000 for the first year of the Term and $500,000 per year for the remaining duration of the Term (collectively, the "Fee"). It is recognized that the services provided under this Agreement will not be evenly distributed over time and that a significant portion of such services will be performed early in the period of time cove
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