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MILLER TABAK ROBERTS SECURITIES, LLC 331 MADISON AVENUE NEW YORK, NEW YORK 10017 (212) 867-7959 FAX (212) 867-6492 (800) 452-4528 (888) HI-YIELD www.MTRdirect.com Please refer to the last page of this report for important disclosures HIGH YIELD/ DISTRESSED RESEARCH REPORT _________________________________________________________ Associated Materials Inc. (SIDE) Mdy's/ Current Bond Coupon Description Issuer Maturity CUSIP S&P Amt O/S Yield YTW Price Opinion 9.750% Senior Subordinated Notes Associated 04/15/12 045709AE2 Caa2/CCC $ 165MM 9.7% 9.6% 100.50 Hold 11.250% Senior Discount Notes AMH 03/01/14 001706AB6 Caa3/CCC $ 307MM 0.0% 15.8% 53.75 Sell 13.625% Senior Notes AMH II 12/01/14 NA NA $ 77MM NA NA NA NA * 11.25% Senior Discount Notes were issued at an aggregate principal amount of $446 million. Moody's and S&P's outlook is stable. March 7, 2006 Ronald A. Rich (212) 692-5185 [email protected] OPINION We initiate coverage of Associated Materials with a HOLD recommendation on the structurally senior 9.75% Senior Subordinated Notes and a SELL recommendation on the 11.25% Senior Discount Notes. We expect the company to successfully navigate lower liquidity levels in the second quarter of fiscal 2006 and 2007, though we believe there are a number of external forces that could potentially compromise the company’s medium-term financial health, including further raw material cost increases, a mature vinyl siding market, a rising mortgage interest rate environment, and a softening new home construction market. In our restructuring scenario, to which we have applied a cumulative probability of 32.5%, the 9.75% Senior Subordinated Notes are fully covered by distributable value, while the 11.25% Senior Discount Notes are substantially impaired. As compared with our investment hurdle rates of 9.5% and 20.0% on the Senior Subordinated Notes and the Senior Discount Notes, we calculate an expected internal rate of return of 9.0% and 9.8%, respectively. While the 9.75% Senior Subordinated Notes could come under pricing pressure should our fundamental view materialize, our HOLD recommendation reflects our belief that the Notes are currently fully valued. SUMMARY Headquartered in Cuyahoga Falls, OH, Associated Materials Inc. is a leading manufacturer and distributor of vinyl windows, vinyl siding, aluminum and steel siding, and accessories, with net sales of $1.1 billion. Harvest Partners and Investcorp own the company. The company has recently been adversely affected by softness in the repair and remodeling markets within pockets of the Midwest and Central regions, soaring polyvinyl chloride and aluminum costs, as well as slowing growth in its vinyl siding segment. Additionally, as

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Page 1: Associated Materials 060307

MILLER TABAK ROBERTS SECURITIES, LLC

331 MADISON AVENUE NEW YORK, NEW YORK 10017 (212) 867-7959 FAX (212) 867-6492 (800) 452-4528 (888) HI-YIELD

www.MTRdirect.com Please refer to the last page of this report for important disclosures

HIGH YIELD/ DISTRESSED RESEARCH

REPORT_________________________________________________________

Associated Materials Inc. (SIDE)

Mdy's/ Current BondCoupon Description Issuer Maturity CUSIP S&P Amt O/S Yield YTW Price Opinion

9.750% Senior Subordinated Notes Associated 04/15/12 045709AE2 Caa2/CCC $ 165MM 9.7% 9.6% 100.50 Hold11.250% Senior Discount Notes AMH 03/01/14 001706AB6 Caa3/CCC $ 307MM 0.0% 15.8% 53.75 Sell13.625% Senior Notes AMH II 12/01/14 NA NA $ 77MM NA NA NA NA

* 11.25% Senior Discount Notes were issued at an aggregate principal amount of $446 million.Moody's and S&P's outlook is stable. March 7, 2006 Ronald A. Rich (212) 692-5185 [email protected] OPINION We initiate coverage of Associated Materials with a HOLD recommendation on the structurally senior 9.75% Senior Subordinated Notes and a SELL recommendation on the 11.25% Senior Discount Notes. We expect the company to successfully navigate lower liquidity levels in the second quarter of fiscal 2006 and 2007, though we believe there are a number of external forces that could potentially compromise the company’s medium-term financial health, including further raw material cost increases, a mature vinyl siding market, a rising mortgage interest rate environment, and a softening new home construction market. In our restructuring scenario, to which we have applied a cumulative probability of 32.5%, the 9.75% Senior Subordinated Notes are fully covered by distributable value, while the 11.25% Senior Discount Notes are substantially impaired. As compared with our investment hurdle rates of 9.5% and 20.0% on the Senior Subordinated Notes and the Senior Discount Notes, we calculate an expected internal rate of return of 9.0% and 9.8%, respectively. While the 9.75% Senior Subordinated Notes could come under pricing pressure should our fundamental view materialize, our HOLD recommendation reflects our belief that the Notes are currently fully valued. SUMMARY • Headquartered in Cuyahoga Falls, OH, Associated Materials Inc. is a leading manufacturer

and distributor of vinyl windows, vinyl siding, aluminum and steel siding, and accessories, with net sales of $1.1 billion. Harvest Partners and Investcorp own the company.

• The company has recently been adversely affected by softness in the repair and remodeling markets within pockets of the Midwest and Central regions, soaring polyvinyl chloride and aluminum costs, as well as slowing growth in its vinyl siding segment. Additionally, as

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announced on February 3, 2006, Associated’s President and CEO, Michael Caporale, resigned, effective at the time a successor is named; we consider this a negative.

• We expect continued strong unit growth in window sales, offset by slightly declining unit volumes in siding and accessories. Gross margins are anticipated to continue to be under pressure, with raw material recovery projected to begin in the fourth quarter of fiscal 2006.

• Fiber-cement siding, via James Hardie Industries, is acquiring an increasing share of the siding market, possibly to the long-term detriment of vinyl siding and Associated Materials.

• We project that prime polyvinyl chloride pricing will abate at a rate of $0.02 per pound per quarter, while aluminum will maintain its bull run through 2006, resulting in a year-over-year net negative effect on gross profit through the third quarter of fiscal 2006.

• The debt load associated with the company and its parent entities was acquired in connection with its take-private transaction and two dividend recapitalizations. Net leverage and net interest/dividend coverage through the 13.625% Senior Notes are 7.5x and 1.3x, respectively.

• LTM adjusted EBITDA is $95.7 million for the period ending September 30, 2005, as compared with $124.0 million in the prior-year period. Liquidity at the end of the third quarter of 2005 was $75.7 million, comprised of $3.8 million of cash and $71.9 million of revolver availability. Our base case scenario produces a trough liquidity position in the second quarter of 2006 of $30.0 million.

BUSINESS OVERVIEW Associated Materials Inc. (“Associated” or “Company”) is a leading manufacturer and distributor of exterior building products with LTM sales of $1.1 billion for the period ending September 30, 2005. The Company’s core products consist of vinyl windows, vinyl siding, aluminum and steel siding, and accessories, and are complemented by vinyl fencing, decking and railing products, as well as third-party manufactured products. Associated distributes its products through a company-owned network of 129 supply centers (70% of net sales) and approximately 250 independent distributors across the U.S. and Canada. Products are marketed to an estimated 50,000 contractors, as well as to an increasing new home builder base. Approximately 60% of Associated’s products are currently sold to contractors engaged in the home repair and remodeling market, while 40% is sold to the new construction market; historically, the repair/remodel market has accounted for 66% of sales. As of January 1, 2005, the Company had approximately 3,317 full-time employees, with an estimated 615 workers covered by collective bargaining agreements. Recent financial performance has been adversely affected by a number of factors. The Company has experienced a slowing in its home repair and remodeling market within pockets of the Midwest and Central regions, flat vinyl siding unit volumes, and lower Other product volumes. Rising raw material costs (resin and aluminum), a very competitive and possibly maturing vinyl siding market, higher freight costs due to higher fuel costs, and manufacturing efficiencies related to a plant consolidation, have all impacted gross margins. PRODUCT LINES Associated Materials manufactures and distributes vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding, and accessories, as well as vinyl fencing, decking and railing. As a specialty distributor, it offers a wide variety of products within its company-owned supply centers that are complemented by third-party products (15% of net sales), including roofing materials, insulation, and installation equipment and tools. Outside of the Company’s core

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offerings, the majority of products sold support the installation of siding. The following section will focus on Associated’s primary product lines, as well as those elements that differentiate them and drive their competitive dynamic. Windows Vinyl windows comprised 31% of Associated’s 2004 net sales, totaling $339 million. Associated manufactures and distributes its windows across the economy, standard and premium categories under the Alside, Revere, Gentek and Preservation brand names. The Company’s economy windows are sold primarily into the new construction market, while the standard and premium windows are typically used in repair and remodeling. All of Associated’s windows are made to order and, in the repair and remodeling segment, are custom manufactured to fit existing window openings. Custom fabrication results in a less expensive and higher quality installation. The Company manufactures its windows at facilities in Ohio, Iowa, North Carolina, Washington and London, Ontario (Canada), most of which utilize vinyl extrusions produced in its West Salem, Ohio vinyl extrusion facility. Associated expects to complete construction of a new window manufacturing facility in Yuma, Arizona in 2006. Types. All windows share the same basic construction - glass, mounted in a sash that sits in a frame. The arrangement of these elements produces various styles, including double-hung windows (the most popular), casement windows, sliding windows, bay windows, hopper windows and awning windows. Each suits a certain style of house and has benefits that differ according to weather and use. Associated manufactures most styles of window. Materials. With regard to exterior building material products, consumers seek the best looking, lowest maintenance product for a given price point. Windows are no exception and have evolved to offer consumers a greater choice of materials, and varying appearance and maintenance attributes. Wood tends to be the most popular material, especially for that part of the window that is seen from the interior. While it does not conduct cold or allow for condensation as much as other materials, it is subject to shrinkage and swelling. A wood window will require repainting on its exterior every few years. A clad-wood window addresses the maintenance issue with cladding, made of extruded aluminum or vinyl, on its exterior. The cladding covers both the sash and frame, and is virtually maintenance-free. Vinyl cladding is constructed so that its color permeates the material, reducing the appearance of wear. As compared with vinyl, aluminum-clad windows are offered in a greater variety of colors, but will scratch. The all-vinyl window, which is produced by Associated, is among the least expensive window types and is resistant to heat loss and condensation. The newest material technologies combine wood fiber and thermoplastic polymers to produce a window that has the dimensional stability and insulating properties of wood and the rot imperviousness of vinyl. Product Features. Energy efficiency in windows is an ongoing focus for new product development, incorporating multiple panes of glass, gas fillings, and heat-sensitive coatings. Most new windows utilize dual-pane glass, in which a layer of inert gas, such as krypton or argon, is sealed between the inner and outer panes. Another method of achieving energy savings is through a low-emissivity (low-E) coating, an invisible layer of metallic oxide that reduces the passage of heat through the glass. Low-E coatings also filter ultraviolet radiation, protecting furniture and artwork from fading. Associated’s window line incorporates these energy saving features, which is consistent with most major manufacturers. Another popular trend is making the vinyl window exterior appear more like wood by creating the appearance of a grain in the vinyl.

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Raw Materials. Primary raw materials used in the manufacture of Associated’s windows and siding include prime polyvinyl chloride (“PVC”), resin stabilizers and pigments, packaging materials, window hardware and glass. With many of these materials reliant upon energy-related feedstock, and with raw materials accounting for an estimated 50% of the cost of goods sold, Associated has come under pressure to maintain margins in the face of rising costs. Between the third and fourth quarters of fiscal 2005, the Company experienced a 35% increase in its cost of resin, as well as a 25% increase in the cost of micro-ingredients. Pricing. Due to the high degree of competitor fragmentation and product feature proliferation in the fenestration (the arrangement of windows in a wall) industry, the pricing of windows is less transparent to the end-user than the price of siding. This has allowed manufacturers to better exploit price/benefit trade-offs and price their products more opportunistically. A vinyl window produced for the new construction market costs approximately $180, while a replacement window will cost around $210. A wood window can be $100 to $150 more than a vinyl window, and a vinyl-clad wood window can be even more expensive. Decision-maker. The primary decision-maker in the purchase of a window depends upon whether the window is being sold into the new construction or repair/remodel market. In a survey conducted by the National Fenestration Rating Council in 2001, home builders accounted for 87% of decision-makers for window purchases in the new construction market. Builders appear to be very loyal to particular manufacturers and cited high quality and consistent, reliable service as their two top reasons for their ongoing relationship with the manufacturer. In the repair/remodel market, consumers have a greater impact on the purchase decision, speaking to the importance of brand recognition and transparency regarding efficiency made possible through energy-efficiency ratings systems. Competition. The fenestration industry is highly fragmented, comprised of an estimated four to five hundred window manufacturers. Companies compete primarily on relationships with distributors and home builders, price/benefit and service. Leading window manufacturers include Anderson, Jeld-Wen, Pella, Atrium Windows & Doors, MI Windows & Doors, Milgard Windows, Silver Line Building Products, Weather Shield, Marvin Windows & Doors, Ply Gem Industries, Simonton Windows, CertainTeed (owned by St. Gobain), Royal Group Technologies, Owens Corning and Associated Materials (see Figure 1). Strategic consolidation, as well as private equity investment, continues to shape the competitive landscape of the industry. As of July 2005, Window & Door Magazine estimated that the nation’s top five window manufacturers accounted for approximately one-third of all residential window units, up from 25% in 1995.

Figure 1

BUILDING PRODUCTS Top Industry Participants

WINDOW MANUFACTURERS SIDING MANUFACTURERSAssociated Materials Associated MaterialsJeld-Wen AlcoaAnderson Owens CorningPella Louisiana-PacificAtrium Windows & Doors Royal Group TechnologiesSilver Line Building Products CertainTeedWeather Shield Ply Gem IndustriesMilgard Windows James HardieMI Windows & Doors Kaycan Building MaterialsMarvin Windows & Doors Heartland Building ProductsPRO DEALERS SPECIALTY DISTRIBUTORSHughes Supply Associated MaterialsStock Building Supply Rinker Materials84 Lumber ABC SupplyLanoga Bradco SupplyBMHC Allied Building ProductsBuilders FirstSource Pacific Coast Building ProductsThe Strober Organization Norandex Distribution (Owens)Huttig Building Products Beacon Roofing SupplyHope Lumber & Supply Harvey IndustriesRETAILERS HOME BUILDERSHome Depot D.R. HortonLowe's Companies Pulte HomesWal-mart Lennar Corp.Sears Centex Corp.Menards KB HomeCCA Global Partners Beazer Homes USASherwin-Williams The Ryland GroupStock Building Supply Hovnanian Enterprises84 Lumber M.D.C. HoldingsLanoga NVRSource: MTR

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Siding Siding, or exterior cladding, is the material applied to the exterior of a house to protect it from weather and pests, helping to prevent moisture penetration and the growth of biological contaminants such as mold, dust mites and bacteria. In fiscal 2004, vinyl siding accounted for 28% of Associated Materials’ net sales, or $306 million. The Company manufacturers its vinyl siding in a variety of patterns and colors across the economy, standard and premium categories. As with windows, economy siding is sold into the new construction market, while standard and premium siding are primarily used in the repair/remodel market. Associated also manufactures a broad range of painted and vinyl coated aluminum trim coil to support vinyl siding installations. In addition, the Company makes aluminum siding and accessories that are sold into specific markets, such as Canada. Types. There are a number of different types of exterior cladding, including wood, vinyl, metal, composite wood, fiber-cement, stucco, brick and stone. Each presents its own trade-offs that center on upfront product cost, maintenance and appearance (see Figure 2). Materials. While it has long been considered the standard for exterior cladding, wood is losing market share to other cladding materials. According to the U.S. Census Bureau, wood siding was used on 10% of new homes in 2002, as compared with 30% in 1970. The primary issue has been its cost, as well as the cost of maintenance. Depending upon the weather of a particular region, wood siding must be repainted every three to five years. Vinyl, the current market leader, and fiber-cement have progressively taken market share from wood, due primarily to their lower maintenance requirements (see Markets). Vinyl siding does not have to be painted and can usually be washed clean with a garden hose. Fiber-cement has become increasingly popular and may have recently reached a tipping point in market recognition. Given the importance of its emergence, fiber-cement siding will be discussed in greater detail below. In some parts of the country, masonry sidings are popular. These systems include thin brick, cultured stone, concrete brick and stucco. Brick and stone have the lowest life cycle cost because of low maintenance costs, but they also have the highest initial cost. Geography. Over time, different materials have come to dominate distinct geographic markets, driven by local weather, style and affordability. Historically, vinyl siding has been the exterior cladding of choice in the Midwest, followed by the Mid-Atlantic and South Atlantic regions. Wood cladding is common in the Northeast, Pacific Northwest and South Central regions. Stucco accounts for approximately 50% of the South West, while brick is readily found in the South Central region. Vinyl Siding Pros. With a 40%-plus market share position, vinyl siding is the exterior cladding of choice for homes priced up to $300,000. Beyond its low maintenance benefits, its popularity has grown over the past decade due to new product offerings such as wood-like textures, shingle and shake-style panels, more appealing trim components and deeper colors. In addition, most larger vinyl siding manufacturers warranty their products to the original owner for fifty years or for life. Vinyl Siding Cons. When queried about the leadership position of vinyl siding in the exterior cladding market, competing materials manufacturers will ask, “What person says that, when she grows up, she would like to live in a plastic house?” The question makes an over-simplified point, but it does speak to the primary downside of vinyl siding – it is not wood. For the starter-

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home buyer, though, the less-than-ideal exterior is more than made up for by increased home square footage. Vinyl siding can be damaged by impact, severe winds and heat reflecting off a window. Because vinyl siding expands and contracts in response to temperature changes, the quality of installation greatly affects the appearance and longevity of a vinyl siding application. Poor workmanship can lead to bulges, warping and separations in the siding, sags in the vinyl soffitt and ripples in the fascia. Quality. The quality of vinyl siding often begins with its thickness. Economy siding, typically 0.040 inches thick, is sold into the new construction market, while standard and premium siding, often 0.044 to 0.048 inches thick, is more common in the repair/remodel market. Thickness not only influences the stiffness of the siding, but also its thermal stability. Thin panels can bulge and buckle, and those thinner than 0.040 inches can sag in hot weather. Rigid panels will also better survive high winds. Recent advancements include a foam-backed siding in which conventional vinyl is fused with expanded polystyrene. The result is a more rigid board that can have a wider reveal and a straighter face. The foam-backed siding is priced up to 50% more than conventional vinyl, positioning it up-market and making it less competitive with substitute products. Raw Materials. PVC is the primary raw material used in the production of vinyl siding. It is heated until molten and then extruded into sheets that are then embossed with a brushed or wood-grain pattern that provides texture and reduces PVC’s synthetic look. Additives are used to improve impact resistance and prevent UV damage and color fading. Color pigments are mixed with the vinyl resin before the plastic is extruded, so that the color permeates the siding. Some manufacturers co-extrude one layer of vinyl over another, with the bottom layer comprised of both prime and recycled PVC. Pricing. With six primary manufacturers in the marketplace and an estimated fifteen secondary producers, pricing in the vinyl siding market is relatively transparent. Price increases by manufacturers typically follow a herd mentality, with some leading (Alcoa) and others following (Associated). Vinyl siding’s on-the-wall cost (installed), depending upon thickness, can range between $1.50 and $2.00 per square foot, with a typical installation requiring 2,500 square feet of siding. By comparison, fiber-cement and wood plank’s on-the-wall cost is approximately $2.65 per square foot and $3.50 per square foot, respectively. Decision-maker. In a study published in the July 2001 Forest Products Journal, it was found that, among architects, contractors and homeowners, homeowners were by far the least likely to select the siding for new residential construction projects. Architects and contractors did indicate that homeowner opinion was important, though, and cited appearance and performance as the most important influences in their selection of siding material. Among cost factors, installation and warranty costs ranked the highest. Our conversations with building materials distributors reinforce this conclusion and extend it to include most repair/remodel installations. Empirically, distributors have found that consumers have limited awareness of siding manufacturers and are highly influenced by their contractor and architect. This speaks to the value of Associated’s supply centers and the Company’s ability to directly represent its product to its customer. It has also been noted that builders and lumberyards are highly price sensitive, while repair/remodel contractors place a greater emphasis on brand.

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Competition. As mentioned above, the siding industry is considerably more consolidated than the fenestration industry. Each manufacturer tends to emphasize a particular segment of the siding market, which will also drive its products’ presence in certain distribution channels. For example, Alcoa’s product line focuses on higher-end, higher margin siding, which will typically not be found in lumberyards; Royal Group Technologies produces a lower-end product that it markets to home builders. Leading siding manufacturers include Alcoa, Royal Group Technologies, CertainTeed, Louisiana-Pacific, Owens Corning, Ply Gem, James Hardie Industries and Associated Materials. Seasonality. Given that most of the Company’s building products are intended for exterior use, sales are somewhat seasonal, with an emphasis on the second and third fiscal quarters and a marked low in the first quarter of the year. This seasonality is more pronounced in the Company’s siding line as compared to windows.

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Figure 2

SIDING PRODUCT COMPARISON

Siding Types DescriptionCost per

SF Pros Cons Manufacturers

VINYL $ 1.50 - 2.00

Does not need to be painted, color

permeates thickness, low maintenance,

improving likeness to wood, material and

installation costs are relatively low

Does not look like wood, fewer color

choices than wood, more easily damaged and more difficult to

repair than wood, little insulation value,

Alcoa, Associated Materials,

CertainTeed, Crane,

Heartland, Louisiana-

Pacific, Nailite, Owens Corning,

Royal Group Technologies,

Variform

WOOD Boards, shingles, shakes

$ 3.00 - 4.00

Unmatched beauty and durability, takes a

variety of finishes, easy to install and

repair, some insulation value, available

prestained, primed or unfinished, fire-

retardent, environment-friendly

Expensive, must be painted or stained Boise Cascade

Plywood $ 1.50 - 2.00

Least expensive, easiest composite to install, best suited to contemporary-styled

homes

Boise Cascade

Oriented Strand Board (OSB)

Molded to look like clapboard

$ 1.50 - 2.00

Preprimed and prefinished in a variety

of colors

Does not look like wood

Boise Cascade, Louisiana-

Pacific

Hardboard Molded to look like clapboard

$ 1.50 - 2.00

Preprimed and prefinished in a variety

of colors

Does not look like wood, questionable

durability

Louisiana-Pacific

Thin Brick Panels made of kiln-fired clay bricks

No mortar required, maintenance free Expensive

Stone $ 12.00 - 15.00

No mortar required, maintenance free Expensive Owens Corning,

Eldorado Stone

Stucco Sand and cement product

$ 12.00 - 16.00

Available in a number of colors, textures and patterns, waterproof

U.S. Gypsum, Dryvit, Senergy, Parex, Simplex, La Habra, STO

Fiber-cement

Made of cement sand and cellulose fiber,

designed to look like wood

$ 2.65

Available in planks or panels, variety of textures, primed,

prefinished or unprimed, impact

resistant, termite and fireproof

Brittle, tough on blades, requires

topcoat maintenance

James Hardie, CertainTeed,

Nichiha

AluminumDurable, less prone to

corrosion, less expensive than steel

Alcoa, Owens Corning, Revere,

Rollex

Steel Durable, resists dents better than aluminum

Source: New-Siding.com and MTR

Poor insulator, limited colors, denting, difficult

to install and repair

COMPOSITE WOOD

MASONRY

METAL

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MARKETS Associated Materials’ business is affected by macro trends across a number of different markets. The following section will discuss those elements that define each of these markets, addressing market size, historical trends and market drivers. Windows Driven by growth in remodeling and an increasing trend toward larger homes that require a greater number of windows, domestic window demand has grown rapidly over the past ten years. The vinyl window’s initial success in the marketplace came at the expense of aluminum, but it is increasingly taking market share from wood. The Freedonia Group has estimated that vinyl window demand will grow at a compounded annual rate of 5.0% between 2002 and 2012; this compares with Associated’s approximate 10% year-to-date unit volume growth. In 2004, Ducker Research estimated that vinyl windows accounted for 35.1% of all windows used in new construction and 52.3% of windows used in the repair and remodel market (see Figures 3, 4). Vinyl’s success in the repair/remodel market stems from the manufacturing flexibility required to produce a wide variety of custom sizes. Industry participants attribute recent strong demand for windows to the consumer’s desire to lower monthly energy bills. Looking forward, replacement windows are estimated to grow to 59% of total window demand in 2008 and to 62% of total window demand in 2012. As for vinyl’s future market share, vinyl window manufacturers are optimistic about continued growth in the segment and expect vinyl to continue to take share from wood and aluminum. Figure 3 Figure 4

Source: Ducker Research Co. from National Fenestration Rating Council Source: Ducker Research Co. from National Fenestration Rating Council

VINYL WINDOW SHARE OF WINDOW MARKET

34.0%

34.5%

35.0%

35.5%

2000 2001 2002 2003 2004

New

Con

stru

ctio

n

50.5%

51.0%

51.5%

52.0%

52.5%

Rep

air/

Rem

odel

Percentage of New Construction Percentage of Repair/Remodel

RESIDENTIAL WINDOW MARKET(In Millions of Units)

22.0

24.0

26.0

28.0

30.0

32.0

2000 2001 2002 2003 2004

Uni

ts

New Construction Repair/Remodel

Siding Based upon figures from the National Association of Home Builders, the exterior cladding market as a whole is expected to be flat through 2006 at 12.0 billion square feet; this compares with 11.9 billion square feet in 2003. As shown in Figure 5, exterior cladding in the repair/remodel segment is expected to continue to grow to 6.5 billion square feet in 2006, while the new construction market is projected to remain relatively flat at 5.5 billion square feet.

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Figure 5 Figure 6

Source: NAHB from James Hardie Industries * Data reflects only companies reporting shipments to VSI, except 1991 data.

Source: Vinyl Siding Institute from Plastics News

EXTERIOR CLADDING(In Billions of SF)

5.0

5.4

5.8

6.2

6.6

2002 2003 2004 2005P 2006P

Squa

re F

eet

New Construction Repair/Remodel

U.S. SHIPMENTS OF VINYL SIDING AND SOFFIT*(In Millions of Squares)

15.0

20.0

25.0

30.0

35.0

40.0

45.0

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

Squa

res (

10x1

0SF)

Vinyl siding has grown tremendously over the past twenty years, peaking at an estimated 41.3 million squares in 2004 (see Figure 6). Much of its market share growth has been rooted in its low installation and maintenance costs. Rising resin and micro-ingredient costs have driven the price of vinyl siding higher and closer to that of potential substitutes, such as fiber-cement. Vinyl siding unit volumes are down 2.6% year-over-year in 2005, and some industry participants believe that the category has matured. We have had numerous conversations with building materials distributors and extrusion equipment manufacturers, and we believe that fiber-cement siding may very well be taking market share from vinyl siding. Fiber-cement Siding. Introduced in the United States in the early 1980’s, fiber-cement may be at its tipping point in terms of market growth acceleration. The technology gained a foothold within the southern U.S. as a much-needed replacement to hardboard. Hardboard, a combination of wood pulp and resin, had experienced tremendous problems due to moisture, which resulted in warping, deterioration, delaminating and rotting. Fiber-cement siding made its initial market inroads as the replacement technology to hardboard. Fiber-cement siding is made of cement, sand and cellulose fiber that has been cured with pressurized steam, offering the homeowner that which vinyl cannot – the look of wood. The aesthetic of fiber-cement siding is considered superior to vinyl by many. It is less expensive than brick or masonry, it is stiff and solid on the wall, it is extremely durable, it sheds water, and requires painting as little as every ten years. Though still more expensive than vinyl, the on-the-wall price of fiber-cement siding has been in decline, as the price of vinyl has been increasing. This is primarily due to the labor component of installation. Considerably heavier than vinyl, a fiber-cement siding installation requires one-third more man-hours to install; it also requires its own tools and skill set for installation. In the beginning stages of market penetration, there were few contractors that had the experience to install fiber-cement siding, and those who had it charged a premium. As more contractors have

Figure 7

Source: James Hardie Industries

JAMES HARDIE MARKET PENETRATION(In Billions of SF)

0.20.40.60.81.01.21.41.6

2000 2001 2002 2003 2004 2005E

Squa

re F

eet

6.0%7.0%8.0%9.0%10.0%11.0%12.0%13.0%

Shar

e of

U.S

. Sid

ing

Mar

ket

Fiber-cement Siding Hardie Market Share

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learned to install the product, installation time has decreased and competition has increased, driving installation costs down. In addition, as land values have soared over the past decade, the cost of siding has become a smaller component of the overall cost of housing, creating greater pricing inelasticity. Detractors of fiber-cement siding cite that it is heavy (2.3 pounds per square feet), brittle (resulting in greater waste during installation), requires special installation tools and is more difficult to install. We believe that most vinyl manufacturers are fully aware of the threat of fiber-cement and are working to develop competing products. Evidently, the technology is not easy to duplicate, and market penetration may require an approach that vinyl siding manufacturers do not currently have. With an estimated 90% market share of the fiber-cement siding market, James Hardie has projected that it will have penetrated 12.6% of the U.S. siding market in 2005 (see Figure 7). Repair and Remodel Historically, the repair/remodel market has accounted for two-thirds of Associated’s net sales. This has changed somewhat through fiscal 2005, reflecting softness in some repair/remodel markets, as well as a greater corporate emphasis on new home builders. As of the third quarter of fiscal 2005, repair/remodel net sales declined to 60% from 66% of total year-to-date sales, reflecting a material shift in year-over-year end-market sales. Strength in the repair/remodel market is driven by underlying demand and the consumer’s ability to pay for this demand. During the recent market expansion, demand has been driven by favorable demographics led by the baby boom generation, an aging housing stock, increased average home size and low financing rates. As shown in Figure 8, remodeling spending, while having increased from $153 billion in 1995 to an estimated $275 billion in 2005, grew at a slower rate than new construction spending. In a recent presentation on the state of the U.S. home improvement industry, the Joint Center for Housing Studies (JCHS) at Harvard University addressed a number of concerns regarding the future of the repair/remodel market. Firstly,

Figure 9

Source: The Conference Board

CONSUMER CONFIDENCE

60.0

70.0

80.0

90.0

100.0

110.0

1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05 4Q05

Inde

x

National East North Central

Figure 8

Source: Joint Center for Housing Studies, Harvard University

THE REMODELING MARKET

130150170190210230250270290

1995 1997 1999 2001 2003 2005E

Bill

ions

of D

olla

rs

35%

40%

45%

50%

Mar

ket S

hare

Total Residential Spending Remodel Spending as % Total

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with regard to rising mortgage interest rates, the JCHS points out that less than one-third of all home remodeling is financed (though studies by the Federal Reserve Board have found that a significant share of recent refinancings was used for home improvements). Secondly, Center data suggests that high-end income growth has kept pace with home price inflation, allowing recent homebuyers to continue to afford home improvements. Lastly, as baby boomers age beyond their prime remodeling years, their consumption is being replaced by Generation X’ers that possess greater spending power than their predecessors, compensating for the variance in population size. In the near-term, the JCHS expects remodeling spending to continue to grow modestly, as key drivers of home improvement spending, such as home sales, employment increases and income growth, remain steady. The latter two elements directly affect consumer confidence, which is a leading indicator for remodeling expenditures. In Figure 9, we have graphed the Consumer Confidence Index, as reported by The Conference Board, juxtaposing the East North Central region with the rest of the country. Comprised of Ohio, Indiana, Illinois, Michigan and Wisconsin, the East North Central region (the Midwest region accounted for an estimated 24% of Associated’s 2004 net sales) is not only lagging the rest of the country, but it is also diverging. New Home Construction New home construction currently accounts for 40% of Associated’s net sales, and that figure may continue to grow depending upon the repair/remodel market and management’s success with developing new home builder business. While new home construction sales are lower margin than those to the repair/remodel market, we believe that the home builder market represents an under-tapped opportunity for the Company and a means to better leverage the Company’s supply centers. From a defensive point of view, increased penetration of this market would provide Associated with EBITDA contribution that should help to offset the softness in its Midwest and Central repair/remodel markets. Since 1991, housing starts have increased at a compounded annual growth rate of 4.9%. Driven by low mortgage interest rates, favorable demographics, increasing immigrant demand for starter homes, and maturing baby boomers seeking second homes, this rate has accelerated to 12.3% over the past two years; simultaneously, new home starts increased from a seasonally adjusted annual rate of 1.7 million units in the first quarter of 2003 to a peak of 2.1 million units in the third quarter of 2005 (see Figure 10). The Homeownership Alliance predicts that these demand drivers will lead to 1.85 million to 2.17 million new U.S. housing starts per year through 2014. We estimate that Associated’s net sales are geographically allocated in the following manner for fiscal 2004: 21% in the Northeast, 24% in the Midwest, 30% in the South, 6% in the West, and

Figure 10

Source: U.S. Department of Commerce

NEW HOME STARTSSeasonally Adjusted Annual Rate

1,600

1,700

1,800

1,900

2,000

2,100

2,200

1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05 4Q05

Uni

ts In

Tho

usan

ds

National

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19% in Canada. Based on recent data from the U.S. Department of Commerce, new home starts in the Northeast, Midwest and West regions for the fourth quarter of 2005 are down from peak levels, while reaching a new high in the South region (see Figures 11,12). The Northeast and West regions exhibited peak home starts in the third quarter of 2005 at 198,000 and 550,000 seasonally adjusted annual units, respectively. New home starts in the Midwest peaked at 403,000 units in the third quarter of 2003 and are currently down 17% from peak levels. Figure 11 Figure 12

Source: U.S. Department of Commerce and MTR Source: U.S. Department of Commerce and MTR

NEW HOME STARTS% Change from Peak Home Starts

-30%

-25%

-20%

-15%

-10%

-5%

0%

5%

1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05 4Q05

% C

hang

e

Northeast South

NEW HOME STARTS% Change from Peak Home Starts

-25%

-20%

-15%

-10%

-5%

0%

5%

1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05 4Q05

% C

hang

e

Midwest West

The National Association of Home Builders’ chief economist, David Seiders, expects overall housing starts to reach 1.94 million units in 2006, down 5.8% from an estimated 2.06 million units in 2005. Raw Materials As compared with the effects of changing end-user and product markets, the effect of Associated’s cost of raw materials, net of price increases, may prove to be more difficult to manage and may have the greatest impact on the Company’s near-term liquidity. Polyvinyl Chloride. Resin is an important component of Associated’s raw material mix, accounting for an approximate 13% of total cost of goods sold. The Company’s vinyl siding and vinyl window products utilize PVC, as well as micro-ingredients that are responsible for a variety of physical properties. PVC is a widely used plastic found in products ranging from clothing to plumbing fixtures, and its presence is so pervasive in the building industry through its use in pipe, conduit, frames and siding, that its demand cycles with construction trends. The American Plastics Council estimates that rigid pipe and tubing account for half of all domestic PVC sales in the United States and Canada, while other construction-related uses account for almost 22%. PVC is produced from its monomer, vinyl chloride, which is dependent upon the feedstocks natural gas, chlorine and ethylene. Pricing on prime PVC has increased 90.8% since the first quarter of fiscal 2003, moving from 38 cents per pound to 72.5 cents per pound in the fourth quarter of 2005 (see Figure 13). Along with increases in other raw materials such as steel,

Figure 13

Source: Plastics News, Bloomberg and MTR

PRIME PVC PRICING

354045505560657075

1Q03

2Q03

3Q03

4Q03

1Q04

2Q04

3Q04

4Q04

1Q05

2Q05

3Q05

4Q05

1Q06

E2Q

06P

3Q06

P4Q

06P

PVC

(cen

ts/lb

)

Prime PVC

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aluminum and micro-ingredients, the rise in PVC has placed pressure on Associated’s gross margins, contributing to a gross profit reduction (due to raw material cost increases) of $11.2 million for the nine months ended September 30, 2005 (adjusted gross profit for the nine months ended September 30, 2004 was $221 million). PVC pricing is not only dependent on petrochemical pricing but also on the supply and demand dynamic of its chemical and monomer feeds. Dow Chemical is expected to close its vinyl chloride monomer plant in the first half of 2006, accounting for an estimated 10% reduction in domestic production capacity. It has been speculated that PVC pricing has increased to a level that will spur the use of substitutes such as concrete and ductile iron for rigid pipe in the construction industry. While there appears to be a number of opposing forces on pricing, we have based our projections on our conversations with PVC producers, which predict some pricing relief over the coming year. Forecasted PVC pricing is an important driver in our model for the Company’s projected gross margin. The extent of its impact will depend upon the market’s acceptance of pricing pass-throughs. We have forecast PVC pricing to begin to abate to 70 cents per pound in the first quarter of 2006, and thereafter to decline to 60 cents per pound in the second quarter of 2007; the decrease will be driven by increased supply due to normalized domestic production capacity following Hurricanes Katrina and Rita, as well as augmented China production capacity (as forecasted by CMAI, reaching 35% in 2005 and 17% in 2006). Aluminum. Management has stated that aluminum and steel account for 12% of Associated’s total cost of goods sold. In addition to its use in siding and siding accessories, aluminum is a key raw material in the Company’s metal offerings (18% of 2004 net sales), including trim coil and flatstock. Since 2003, aluminum has consistently trended upward, increasing 48.6% through the fourth quarter of 2005 (see Figure 14). According to American Metal Market, many industry sources believe that the aluminum market has been greatly supported by investment fund interest, given that aluminum supply is not that constrained. It has been estimated that, by the end of 2005, there had been $80 billion invested in commodity index funds, up from $50 billion twelve months earlier. In addition, the industry is concerned with the possibility of a United Steelworkers strike at a number of Alcoa facilities, with formal contract negotiations scheduled to begin in early May 2006. Offsetting these demand drivers is the possible start-up of idled smelting capacity, as well as substitute products that become more competitive as aluminum pricing increases. Having reached $1.18 per pound, many metal analysts believe that the price of aluminum will continue to move higher over the next six months. As shown in Figure 14, our model assumes that aluminum will increase through the third quarter of 2006, peaking at $1.29 per pound.

Figure 14

Source: The London Metal Exchange Limited via the Company

ALUMINUM PRICING

0.600.700.800.901.001.101.201.30

1Q03

2Q03

3Q03

4Q03

1Q04

2Q04

3Q04

4Q04

1Q05

2Q05

3Q05

4Q05

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E2Q

06P

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06P

Dol

lars

per

Pou

nd

Aluminum

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SUPPLY CHAIN Associated is relatively unique among exterior building products manufacturers in that it primarily distributes its products through a network of company-owned supply centers. This vertically integrated structure is core to the Company’s growth strategy, carrying with it distinct pros and cons. In this section, we will discuss the makeup of distribution channels in the building products industry, the manner in which Associated’s structure differs, and its implications for the Company. The building products distribution landscape is comprised of pro dealers, specialty distributors (also known as short-line distributors) and retailers (see Figure 15). Each is differentiated through the products and services it offers and the end-markets each serves. The pro dealer primarily supplies the home builder, the remodeling contractor, and the warehouse home center, offering a broad range of products. As home builders have consolidated over the past decade, large pro dealers have seen their share of sales concentrate among fewer customers. This, typically, has meant lower average gross margins. On the whole, this segment’s business has become more relationship driven and often entails a bundled service offering that helps to ensure a loyal customer base, including such benefits as advice on project design and material selection, next day delivery, delivery to the job site, and help with resolving customer disputes. Just like pro dealers, specialty distributors also sell to home builders, contractors and warehouse home centers. Specialty distributors specialize in a few particular product lines, offering greater breadth and depth of SKU’s than pro dealers, which often translates into fewer inventory turns. They will also carry complementary product lines that are needed for a particular project, providing a one-stop shopping experience for the contractor. Because the specialty distributor focuses on particular product segments, it can often react faster than the pro dealer to customer service demands, an important aspect of differentiation. Over the past fifteen years, warehouse home centers, led by Home Depot and Lowe’s, have increasingly accounted for a larger share of sales to the do-it-yourself homeowner, as well as contractors. Home Depot views contractors as key to its growth and has installed “pro desks” in more than 1,400 stores. In a move to more broadly and effectively serve the business customer, Home Depot announced in January 2006 that it will acquire Hughes Supply for $3.2 billion, or 11.1x LTM EBITDA. Hughes Supply, one of the nation’s largest diversified wholesale distributors of construction-related products, has more than 500 locations in 40 states. Focusing on vinyl windows and siding, as well as on complementary and supplementary product lines, Associated Materials is considered a specialty distributor. Leveraging a footprint of 129 company-owned supply centers and approximately 250 independent distributors throughout the U.S. and Canada, the Company claims direct access to over 50,000 professional contractors.

Figure 15 BUILDING PRODUCTS Supply Chain

Warehouse Home Centers

Contractors, Homeowners

Warehouse Home Centers

Warehouse Home Centers

Warehouse Home Centers

Source: MTR

Specialty Distributors

Contractors

Home Builders

Contractors, Homeowners

Building Product Manufacturers

Pro Dealers

Home Builders

Home Builders

Contractors

Contractors, Homeowners

Contractors

Home Builders

Contractors, Homeowners

Specialty Distributors

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Each of Associated’s supply centers is evaluated as a distinct profit center that compensates its personnel based on profitability. For the nine months ended September 30, 2005, the Company opened four new supply centers, in-line with Company guidance. Associated’s management understands the importance of supplementing its center network with an independent distributor base, one of the main reasons for its 2003 acquisition of Gentek Holdings. The Company provides its independent distributor network with private label product, as well as sales and marketing support. Sales to independent distributors for fiscal 2004 accounted for approximately 30% of total net sales. Distribution within the building products industry is also segmented by one- and two-step distribution channels. On the manufacturing side of the supply chain, one-step distribution refers to the direct sale to builders, while the two-step model makes use of distributors. With regard to building material distributors, one-step distribution refers to product sold to an end-user; two-step distribution is the sale of product from one distributor to another that will ultimately sell to the end customer. Both are common in the building materials marketplace. The Company believes that managing its own supply centers allows it to build long-standing customer relationships, develop customized marketing programs, monitor customer preferences, and better manage distribution logistics. Given the Company’s understanding for its local markets, we were surprised that it does not have a better sense for the underpinnings of the recent softness in pockets of the Midwest and Central regions. Based upon discussions with industry participants, customer relationship management appears to be very important, especially with regard to products such as siding where brand recognition by the consumer is limited. There are also a number of drawbacks to owning supply centers, which include higher fixed costs, inventory financing costs, management focus, and channel conflict, which limits the independent distributors with which the Company can do business. Medium-term, we can envision a scenario in which Associated’s core contractor customer base is attacked from two fronts: from up-market by pro dealers who may decide to diversify their focus in light of a potentially softening home builder customer base; and from down-market by warehouse home centers (such as Home Depot via its acquisition of Hughes Supply). The former would likely prove more to be a less plausible threat, given the differences in customer service needs between the two customer groups. We believe that the Company’s decision to leverage infrastructure and increase its emphasis on home builders is a positive, even though the incremental business will result in overall lower gross margin. The incremental gross margin decrease may, in part, be recouped through the increased leverage of the supply centers.

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CORPORATE STRUCTURE

Figure 16

AMH Holdings II(AMH II)

13.625% Senior Notes

AMH Holdings, Inc.(AMH)

11.25% Senior Disc NotesGt'd Credit Facility

Capital stock secures credit facility

AssociatedMaterials Holdings Inc.

(Holdings)Gt'd Credit Facility

Associated Materials Inc.(Associated)

9.75% Senior Sub Notes$ 70MM Revolver

$ 175MM Term

Alside, Inc. Gentek Holdings, Inc. Gentek Bldg. Products, Inc. Gentek Bldg. Products, Ltd.Gt' 9.75% on Sr. Sub basis Gt' 9.75% on Sr. Sub basis Gt' 9.75% on Sr. Sub basis Ontario, CA

Gt'd Credit Facility Gt'd Credit Facility Gt'd Credit Facility $ 20MM RevolverCapital stock secures credit facility Capital stock secures credit facility Capital stock secures credit facility 2/3 Capital stock secures credit facility

(no operations)

Canadian SubsGt'd Gentek Credit Facility

Source: Company reports CAPITAL STRUCTURE As shown in Figure 16, there are four debt issues affiliated with Associated Materials. The U.S. portion of the credit facility and the Senior Subordinated Notes were issued at Associated Materials Inc., the operating holding company, while the credit facility’s Canadian sub-facility was issued at Gentek Building Products Ltd. The Senior Discount Notes have each been issued at distinct holding companies and are not obligations of Associated. Associated Materials Holdings Inc. (“Holdings”), the direct parent of the Company, is a pass-through entity and has no material relevance to debt service. Senior Credit Facility Associated’s senior credit facility is comprised of a $70 million U.S. revolving loan, a US$20 million Canadian revolving sub-facility, and a $174.6 million term loan. As of September 30, 2005, the credit facility had no outstanding borrowings on the revolvers, and net of $8.1 million of LC’s, it had revolver availability of $71.9 million. The revolving credit facility bears interest at LIBOR plus a margin of 3.25%, which can decline to as low as 2.50% depending upon the Company’s leverage ratio; it is scheduled to expire in April 2009. The credit facility’s term loan bears interest at LIBOR plus 2.50%, payable quarterly, and is due in August 2010. Under the term loan facility, the Company is required to make minimum quarterly principal amortization payments of 1% per year, commencing September 30, 2005. Also, on an annual basis beginning

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December 31, 2005, the Company is required to make principal payments based upon a percentage of Excess Cash Flow. The credit facility is secured by a security interest in substantially all of the Company’s assets and the assets of the domestic guarantors under the credit facility, and a pledge of the Company’s capital stock, the capital stock of Holdings and the capital stock of the Company’s domestic subsidiaries (and up to two-thirds of the voting stock of “first tier” foreign subsidiaries). The credit facility is jointly and severally guaranteed by AMH Holdings (“AMH”), Holdings and all of the Company’s direct and indirect wholly owned domestic subsidiaries. All obligations of Gentek under the credit facility are secured by the capital stock and assets owned by Gentek and its Canadian subsidiaries, and are also jointly and severally guaranteed by Gentek’s wholly owned Canadian subsidiaries. On February 1, 2006, Associated Materials entered into Amendment No. 1 to its Second Amended and Restated Credit Agreement. The Amendment (1) increased the interest margins on each of the term loan facility and revolving credit facility by 25 basis points; (2) increased the U.S. portion of the revolving credit facility from U.S.$60 million to U.S.$70 million; and (3) amended certain covenants, in particular, the Leverage Ratio, the Interest Coverage Ratio and the Fixed Charge Coverage Ratio. The Credit Agreement (in addition to the Note indentures) also governs the restricted payments required to service the Senior Discount Notes at the holding company levels. In addition, the Agreement limits capital expenditures to $28 million in fiscal 2005, and to $25 million in any fiscal year thereafter, with unused amounts able to be carried forward. Coinciding with the seasonal drawdown on the revolver, we project that the Company will come close to falling out of compliance with its leverage ratio covenant in the second quarter of fiscal 2006. 9.75% Senior Subordinated Notes Associated issued $165 million of 9.75% Senior Subordinated Notes in April 2002 in connection with its take-private transaction. The Notes bear interest at an annual rate of 9.75%, payable semiannually in April and October, and are scheduled to mature in April 2012. The 9.75% Notes are general unsecured obligations of the Company, subordinated in right of payment to senior indebtedness and senior in right of payment to any current or future subordinated indebtedness of the Company. The Company’s payment obligations under the Notes are fully and unconditionally guaranteed, jointly and severally on a senior subordinated basis, by its domestic wholly owned subsidiaries Gentek Holdings, Inc., Gentek Building Products Inc. and Alside, Inc. Gentek Building Products Limited is a Canadian company and does not guarantee the Company’s 9.75% Notes. The 9.75% Notes indenture allows the Company to incur indebtedness such that the calculated pro forma Consolidated Coverage Ratio exceeds 2.0x. The Consolidated Coverage Ratio is defined as the ratio of EBITDA for the most recent four consecutive fiscal quarters for which financial statements are available to Consolidated Interest Expense for such four fiscal quarters; Consolidated Interest Expense includes, among other items, non-cash interest expense, interest expense attributable to capital lease obligations, amortization of debt discount and debt issuance costs, and capitalized interest. Notwithstanding the Consolidated Coverage Ratio, the Company can incur Permitted Indebtedness that includes, among other items, indebtedness pursuant to the Credit Agreement, not to exceed the greater of (a) $165 million less net available cash used to repay balances owed under the Credit Agreement, and (b) the sum of 65% of the book value of

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the Company’s inventory and 85% of the book value of accounts receivable. Permitted debt also includes a basket for the incurrence of debt in the amount of $12.5 million. As specified in the 9.75% Notes indenture, the Company shall not consummate any Asset Disposition unless (1) 75% of consideration is received in the form of cash; and (2) the Net Available Cash is used to (a) repay debt incurred under the Credit Facility, (b) acquire Additional Assets within one year, after repaying Senior Indebtedness, and (c) acquire the 9.75% Notes at 100% of their principal amount after acquiring Additional Assets, such that any repayment of debt will permanently retire the Indebtedness or permanently reduce the loan commitment. This applies to Net Available Cash exceeding $10 million. The upstreaming of dividends to AMH Holdings and AMH Holdings II (“AMH II”), which is required to service the 11.25% Senior Discount Notes and 13.625% Senior Notes, is governed by the Restricted Payments provision of the indenture. The Company shall not make a Restricted Payment if at the time of the payment, (1) a Default has occurred; (2) the Company is not entitled to incur an additional $1.00 of indebtedness; (3) the aggregate amount of all such Restricted Payments since April 23, 2002 (the Issue Date), would exceed the sum of (a) 50% of the Consolidated Net Income from the first fiscal quarter ending after the Issue Date to the end of the most recent fiscal quarter for which internal financial statements are available, (b) 100% of the aggregate Net Cash Proceeds received by the Company from the sale of its stock or from its shareholders, (c) the amount of debt reduced through the conversion or exchange into stock, and (d) the net reduction in the Investments made by the Company. The Notes are callable on or after April 15, 2007 at $104.875, April 15, 2008 at $103.25, April 15, 2009 at $101.625, and thereafter at $100. The Notes carry a change of control put at 101%. 11.25% Senior Discount Notes As part of a dividend recapitalization dated March 4, 2004, AMH Holdings completed an offering of $446 million (face amount) 11.25% Senior Discount Notes ($258.3 million of gross proceeds), proceeds of which were used to redeem all of AMH’s preferred stock, pay a dividend to AMH’s common stockholders and pay a bonus to the Company’s senior management and a director. Prior to March 1, 2009, the Notes accrue interest in the form of increased accreted value at a rate of 11.25%. Thereafter, cash interest of 11.25% is payable semiannually on March 1 and September 1, commencing September 1, 2009. The Notes mature on March 1, 2014; as of October 1, 2005, they had an accreted value of $306.9 million. The issuing entity, AMH Holdings, does not have any material assets or operations other than its 100% ownership of Associated Materials Holdings, the Company’s direct parent company. As such, debt service on the 11.25% Notes will be reliant upon the upstreaming of cash via dividend payments from the Company. The Notes are structurally subordinated to all existing and future debt of AMH Holdings’ existing and future subsidiaries, including the Company, and are not obligations of Associated. The 11.25% Notes indenture allows AMH to incur indebtedness such that (1) the pro forma calculated Consolidated Coverage Ratio exceeds 2.0x, and (2) Associated is entitled to incur indebtedness. The Consolidated Coverage Ratio is defined as the ratio of EBITDA for the most recent four consecutive fiscal quarters for which financial statements are available to Consolidated Interest Expense for such four fiscal quarters; Consolidated Interest Expense is defined as the total interest expense for AMH Holdings and its Restricted Subsidiaries and

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includes, among other items, non-cash interest expense, interest expense attributable to capital lease obligations, amortization of debt discount and debt issuance costs and capitalized interest. Notwithstanding the Consolidated Coverage Ratio, AMH and its Restricted Subsidiaries can incur Permitted Indebtedness that includes, among other items, indebtedness pursuant to the Credit Agreement, not to exceed the greater of (a) $210 million, less net available cash used to repay balances owed under the Credit Agreement, and (b) the sum of 65% of the book value of AMH and its Restricted Subsidiaries’ inventory and 85% of the book value of accounts receivable. Permitted debt also includes a basket for the incurrence of debt in the amount of $12.5 million. As addressed in the 11.25% Notes indenture, neither AMH nor its Restricted Subsidiaries shall consummate any Asset Disposition unless (1) 75% of consideration is received in the form of cash; and (2) the Net Available Cash is used to (a) repay debt incurred under the Credit Facility or indebtedness of a Restricted Subsidiary, (b) acquire Additional Assets within one year after repaying Senior Indebtedness, and (c) make an offer to purchase the 11.25% Notes, as well as any debt ranking pari passu, at 100% of their accreted value, after acquiring Additional Assets such that any repayment of debt will permanently retire the Indebtedness or permanently reduce the loan commitment. This applies to Net Available Cash exceeding $10 million. The upstreaming of dividends to AMH Holdings II, which is required to service the 13.625% Senior Notes, is governed by the Restricted Payments provision of the indenture. Neither AMH nor its Restricted Subsidiaries shall make a Restricted Payment if at the time of the payment, (1) a Default has occurred; (2) AMH is not entitled to incur an additional $1.00 of indebtedness; or (3) the aggregate amount of all such Restricted Payment, since July 1, 2002 (the Issue Date), would exceed the sum of (a) 50% of the Consolidated Net Income from the first fiscal quarter ending after the Issue Date to the end of the most recent fiscal quarter for which internal financial statements are available, (b) 100% of the aggregate Net Cash Proceeds received by the AMH from the sale of its stock or from its shareholders, (c) the amount of debt of AMH reduced through the conversion or exchange into stock, and (d) the net reduction in the Investments made by AMH and its Restricted Subsidiaries. The Notes are callable on or after March 1, 2009 at $105.625, March 1, 2010 at $103.75, March 1, 2011 at $101.875, and thereafter at $100. The Notes carry a change of control put at 101% of accreted value. 13.625% Senior Notes In connection with the December 2004 recapitalization transaction, Associated Holdings II issued the 13.625% Senior Notes. Through January 30, 2010, the Notes must pay a minimum of cash interest of 10.0%, with a remaining 3.625% of interest to accrue to the value of the Note; interest is payable semiannually on January 30 and July 30. The Notes mature on December 1, 2014; as of October 1, 2005, they had an accreted value of $77.1 million. The issuing entity, AMH Holdings II, does not have any material assets or operations other than its 100% ownership of AMH Holdings. As such, debt service on the 13.625% Notes is reliant upon the upstreaming of cash via dividend payments from AMH Holdings. The Notes are structurally subordinated to all existing and future debt of AMH Holdings II’s existing and future subsidiaries, including the Company, and are not obligations of Associated.

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Leverage / Liquidity As of the third quarter of fiscal 2005, Associated had debt of $339.6 million, with total debt through its parent entities of $723.6 million (see Figure 17). Using an LTM adjusted EBITDA of $95.7 million, the Company’s net leverage ratio through Associated, AMH and AMH II was 3.5x, 6.8x and 7.6x, respectively; net interest/dividend coverage through Associated, AMH and AMH II was 2.9x, 1.5x and 1.3x, respectively. As of the end of the third quarter, there were no borrowings under the $80 million revolving credit facility. Net of $8.1 million of letters of credit, revolver availability was $71.9 million. Together with a cash balance of $3.8 million, available liquidity at quarter-end totaled $75.7 million. As compared with the prior year’s quarter, greater liquidity was driven by positive cash contributions from working capital; these increased contributions were due primarily to a rise in accounts payable, partly offset by an increase in accounts receivable. As mentioned above, the U.S. portion of the revolving credit facility has been increased by $10 million to $70 million. MANAGEMENT / OWNERSHIP Funds managed by Harvest Partners and Investcorp each hold 50% of the voting capital stock of AMH Holdings II, which is the indirect parent of Associated Materials Inc. Pursuant to the stockholder’s agreement, Harvest Partners and Investcorp each has the right to designate three members of a seven-member board of directors of AMH Holdings II; an additional board seat is occupied by the CEO of the Company. On February 3, 2006, Associated Materials announced that its President and Chief Executive Officer, Michael Caporale, resigned by mutual agreement with the Company's Board of Directors. Mr. Caporale will remain with the Company until his successor is named and his responsibilities transitioned. In addition, he will remain on the Company's Board of Directors as non-executive chairman. Associated’s Board has retained an executive search firm to help identify qualified candidates to lead the Company on a permanent basis. RELATIVE VALUE Associated is unique in that its business model integrates that of both a manufacturer and distributor. Its products are well regarded in the marketplace and its window line possesses relatively strong brand recognition at the consumer level. The window market remains strong across a highly fragmented competitive landscape that allows for manufacturer pricing power. As for vinyl siding, it has dominated the exterior cladding market for a while, but it may be at the beginning stages of a long-term market share decline. As shown in Figure 18, there is little consistency among the building product manufacturers due to their varying situations. As a point of reference, U.S. paper & forest products companies have historically traded at an EV/EBITDA multiple of 6.5x. The building product distributors

Figure 17ASSOCIATED MATERIALS

Leverage As of September 30, 2005

Amount Leverage($ millions) Thru

Revolving Loans -$ 0.0xTerm Loan 174.6 1.8x9.75% Senior Sub Notes 165.0 3.5xDebt thru Associated 339.6 3.5x

11.25% Senior Discount Notes 306.9 6.8xDebt thru AMH 646.5 6.8x

13.625% Senior Notes 77.1 7.6xTotal Debt thru AMH II 723.6$ 7.6x

LTM Adjusted EBITDA 95.7$ Source: Company reports and MTR analysis

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delineated in Figure 18 showcase an EV/EBITDA multiple ranging from 5.9x to 15.4x. Some of the differences among these public comparables will be explored in the following section. Figure 18

BUILDING PRODUCTS - Public ComparablesFinancials as of September 30, 2005

Stock Price as of February 10, 2006 (In Millions of Dollars)

LTM LTM EBITDA Enterprise EV / EV / Net Debt /Company Ticker Business Sales EBITDA Margin Net Debt Value EBITDA Sales EBITDAAssociated Materials SIDE Manuf / Distributor 1,136$ 96$ 8.4% 336$ NA NA NA 3.5xLouisiana-Pacific LPX Manufacturer 2,658 540 20.3% - 2,411 4.5x 0.91x 0.0xJames Hardie Industries * JHX Manufacturer 1,210 233 19.3% 45 3,128 13.4x 2.59x 0.2xRoyal Group Technologies RYG Manufacturer 1,876 58 3.1% 536 1,397 24.1x 0.74x 9.2xBuilding Materials Holding BMHC Distributor 2,634 236 9.0% 224 1,391 5.9x 0.53x 0.9xHuttig Building Products HBP Distributor 1,058 33 3.1% 66 238 7.2x 0.22x 2.0xBuilders FirstSource BLDR Distributor 2,278 136 6.0% 306 1,024 7.5x 0.45x 2.3xBlueLinx Holdings BXC Distributor 5,500 103 1.9% 670 1,015 9.9x 0.18x 6.5xBeacon Roofing Supply ** BECN Distributor 992 81 8.2% 193 1,246 15.4x 1.26x 2.4x* Data through March 31, 2005.** Figures for the period ending December 31, 2005.Source: Company reports and MTR analysis Louisiana-Pacific (LPX). Louisiana-Pacific is the world’s largest producer of oriented strand board siding, as well as other structured products, such as composite wood products, composite decking and concrete form products. LP sells to wholesale distributors, building material dealers, home centers and industrial manufacturers. In November 2005, the company agreed to sell its vinyl siding business to KP Building Products. LTM sales for the period ending September 30, 2005 were $2.7 billion, with LTM EBITDA of $540 million, or 20.3% of sales. The company’s net leverage ratio was 0.0x. James Hardie Industries (JHX). Based in Australia, James Hardie has been changing the face of the U.S. exterior cladding market with increased penetration of its fiber-cement siding product. With the U.S. accounting for the majority of company sales, James Hardie is now attacking those U.S. markets that are currently controlled by vinyl siding. LTM sales for the period ending March 31, 2005 were $1.2 billion, with LTM EBITDA of $233 million, or 19.3% of sales. Its net leverage ratio was 0.2x. Royal Group Technologies (RYG). Royal is a manufacturer of vinyl building and home improvement products that include window profiles, fencing, decking and outdoor storage. The company has suffered from the commoditization of its custom profiles products, escalating raw material costs and an inability to pass-through sufficient price increases to its customer base. LTM sales for the period ending September 30, 2005 were $1.9 billion, with LTM EBITDA of $58 million, or 3.1% of sales. The net leverage ratio is calculated at 9.2x. Building Materials Holding (BMHC). Through its BMC West subsidiary, the company operates approximately 60 retail building material centers, primarily in the western U.S., targeted at the professional building contractor. The stores sell lumber, roofing material, paint and tools, as well as pre-hung doors and wall panels. Its BMC Construction subsidiary provides services to home builders that include project estimating and material procurement. LTM sales for the period ending September 30, 2005 were $2.6 billion, with LTM EBITDA of $236 million, or 9.0% of sales. The company’s net leverage ratio was 0.9x. Huttig Building Products (HBP). Huttig is one of the largest U.S. distributors of millwork, building materials and wood products, selling through nearly 50 distribution centers throughout

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the U.S. Its centers sell primarily to building materials dealers, buying groups, home centers and industrial users. LTM sales for the period ending September 30, 2005 were $1.1 billion, with LTM EBITDA of $33 million, or 3.1% of sales. Its net leverage ratio was 2.0x. Builders FirstSource (BLDR). Since its founding in 1997, Builders FirstSource has grown primarily through acquisition. The company sells structural building products such as doors, window and lumber to professional home builders through more than 60 distribution centers and 50 manufacturing facilities. Builders went public in June 2005. LTM sales for the period ending September 30, 2005 were $2.3 billion, with LTM EBITDA of $136 million, or 6.0% of sales. The net leverage ratio is calculated at 2.3x. BlueLinx Holdings (BXC). BlueLinx is a leading distributor of building products in the U.S., focusing on structural and specialty products that include oriented strand board lumber, plywood, roofing, insulation, molding, and vinyl and metal products. The company serves building material dealers, home centers, and industrial users. Recently, BlueLinx has been adding new vendors and products, attempting to raise margins and reduce the volatility associated with the lumber markets. LTM sales for the period ending October 1, 2005 were $5.5 billion, with LTM EBITDA of $103 million, or 1.9% of sales. The company’s net leverage ratio was 6.5x. Beacon Roofing Supply (BECN). Beacon is a regional distributor of roofing materials and complementary building products such as siding and windows. Through a network of approximately 138 branch locations, the company primarily services roofing contractors. LTM sales for the period ending December 31, 2005 were $992 million, with LTM EBITDA of $81 million, or 8.2% of sales. Its net leverage ratio was 2.4x. RECENT FINANCIAL RESULTS Throughout 2005, Associated’s financial performance has come under pressure, driven primarily by rising raw material costs and limited success in passing-through sufficient pricing increases. Prime PVC pricing actually experienced some relief in the first quarter of 2006, soaring 22.3% sequentially in the fourth quarter of 2005 (see Figure 13). As per The London Metal Exchange, aluminum followed a similar pattern, increasing 13.5% sequentially in the fourth quarter of 2005 (see Figure 14). Net sales increased 4.4% to $328.2 million in the third quarter of fiscal 2005 as compared with the third quarter of 2004 (see Figure 19). Though down from historical trends, Associated’s window line volumes grew at 12.0% year-over-year, which compares well to The Freedonia Group forecast of 5.0%. We estimate that vinyl siding volumes were up 0.5% year-over-year for the nine months ending September 30, 2005, measuring favorably against a siding industry unit volume decline of 6% during the same period. With the Company having announced siding price increases of 12.0%, initial marketplace due diligence calls support successful pricing pass-throughs of approximately 5.6% in the third quarter of 2005. Price increases in 2005 were outpaced by raw material cost increases, resulting in a net year-over-year effect of negative $2.3 million in the third quarter of 2005 and negative $11.2 million for the nine months ending September 30, 2005. Gross profit in the quarter was further impacted by increased freight costs driven by fuel cost increases, as well as manufacturing inefficiencies associated with the consolidation of the Freeport, TX vinyl siding facility into the Ennis, TX facility, each accounting for a negative contribution of $2.6 million and $4.0 million,

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respectively. Adjusted SG&A declined year-over-year to $47.6 million, or 14.5% of net sales, from $48.7 million, or 15.5% of net sales, as a result of decreased marketing and bonus expense. Adjusted EBITDA was $32.4 million, or 9.9% of net sales, for the third quarter of 2005, versus $43.7 million in the prior year’s quarter. LTM adjusted EBITDA margin declined to 8.4% in the quarter, as compared with 9.5% in the second quarter of 2005 and 11.3% in the third quarter of 2004. Facilities Consolidation. Throughout fiscal 2005, Associated has worked on consolidating its Freeport, TX vinyl siding plant into its Ennis, TX facility. The consolidation includes moving three extruders from the Company’s Freeport facility, installing two new high-speed extruders, building a 200,000 square foot warehouse to consolidate the inventories of the two plants and upgrading blending systems, which should lead to lower costs and improved service levels. Progress has been slower than previously anticipated and has resulted in manufacturing inefficiencies in the amount of $2.0 million, $1.5 million and $4.0 million for the first, second and third quarters of 2005, respectively. In response, Associated has added a plant manager on-site at the Ennis facility and has promoted the plant manager of its Burlington, Ontario facility to vice president of Extrusion Operations to oversee the consolidation; according to management, the Burlington facility has some of the best services levels and lowest manufacturing costs in the industry. The warehouse addition was completed in October 2005 and should provide additional inventory space, allowing for greater efficiency and improved service levels.

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Figure 19 ASSOCIATED MATERIALS

Adjusted Historical Quarterly Segment Operating Statement(In Millions of Dollars)

CONSOLIDATED1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05 2004 LTM

Net Sales 204.3$ 301.6$ 314.4$ 273.6$ 218.6$ 315.4$ 328.2$ 1,094.0$ 1,135.8$ Cost of Goods Sold 154.0 218.3 227.3 205.4 169.5 243.2 253.5 805.0 871.6 Gross Profit 50.4 83.3 87.1 68.3 49.0 72.2 74.7 289.0 264.2 SG&A 45.4 48.0 48.7 42.4 49.5 49.8 47.6 184.5 189.2 Operating Profit 5.0 35.3 38.3 25.9 (0.4) 22.4 27.2 104.5 75.0 Depreciation and Amortization 5.1 5.1 5.3 5.4 5.0 5.1 5.3 20.9 20.7 Adjusted EBITDA 10.1$ 40.4$ 43.7$ 31.3$ 4.5$ 27.5$ 32.4$ 125.4$ 95.7$ LTM Adjusted EBITDA 95.3 109.9 122.8 125.4 119.9 107.0 95.7

Net Sales Growth, Y/Y - - - - 7.0% 4.6% 4.4% - 3.8%Gross Margin 24.6% 27.6% 27.7% 24.9% 22.4% 22.9% 22.8% 26.4% 23.3%SG&A as % Net Sales 22.2% 15.9% 15.5% 15.5% 22.6% 15.8% 14.5% 16.9% 16.7%Adjusted EBITDA Margin 4.9% 13.4% 13.9% 11.4% 2.1% 8.7% 9.9% 11.5% 8.4%LTM Adjusted EBITDA Margin 10.9% 11.0% 11.3% 11.5% 10.8% 9.5% 8.4%

WINDOW PRODUCT LINE1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05

Y/Y ChangeNet Sales - - - - 12.0% 12.0% 14.0%Unit Volume - - - - 10.0% 10.0% 12.0%Price - - - - 2.0% 2.0% 2.0%

VINYL SIDING PRODUCT LINE1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05

Y/Y ChangeNet Sales - - - - 5.1% 6.6% 6.6%Unit Volume - - - - -1.0% 1.0% 1.0%Price - - - - 6.1% 5.6% 5.6%

OTHER PRODUCTS *1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05

Y/Y ChangeNet Sales - - - - 4.0% -2.2% -4.1%Unit Volume - - - - 2.0% -4.2% -6.1%Price - - - - 2.0% 2.0% 2.0%* Estimated by MTR.Source: Company reports and MTR analysis OUTLOOK Our view to future financial performance ultimately hinges on how the markets for Associated’s raw materials and products evolve over the coming quarters. The Company’s arsenal for addressing gross margin pressures and potential liquidity constraints is comprised of product price increases, supply center openings, home builder market penetration and cost structure management. While management appears to have a commendable focus on the Company’s cost structure, its ability to manage gross margins is limited. Approximately 70% of Associated’s sales are derived from products that are relatively commoditized, and the Company is an industry follower with regard to price increases. Against a backdrop of competitive product markets and a slowing residential construction spending environment, we believe that driving profitable unit growth (albeit at lower margin) is the Company’s best weapon with which to offset its liquidity requirements. We have assumed that Associated opens one net additional center each quarter throughout fiscal 2006, scaling back to one per half year in 2007. More important than the change in unit volume, though, is the manner in which gross margins evolve. Figure 20 outlines our drivers for future PVC and aluminum pricing, as well as product price increases.

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Windows We anticipate that Associated window products will continue to perform well in the near future. The window market, as a whole, is expected to remain robust, and the all-vinyl category should continue to take market share from competing materials. We project that store unit volumes will grow 8% year-over-year in 2006 and 6% year-over-year in 2007, resulting in even higher consolidated units, given a growing supply center base. Product price increases have been modeled to level off at an average effective rate of 0.7% per quarter. As for raw materials, PVC pricing is projected to gradually decline by two cents per pound per quarter, resulting in gross margin recovery. Siding Siding volumes at the center level are projected to decline by 1% year-over-year in 2006 and 1.5% year-over-year in 2007. Given that we assume that vinyl siding industry unit volumes will be down at least 3% each year, we anticipate that Associated will continue to acquire vinyl siding market share in an overall flat exterior cladding environment. Following recent price increase pass-throughs, we model declining siding pricing going forward in-line with the cost of PVC and reflecting the highly competitive marketplace. Other While not apparent in Figure 20, our relative volume assumptions for Other products have been scheduled to converge with siding volumes, given that much of the Other segment is comprised of products that complement siding sales. Raw material costs are expected to continue to escalate along with aluminum pricing, peaking in the third quarter of 2006. Pricing on Other products is projected to increase 1%, twice per year. Consolidated Net sales are projected to grow on a year-over-year basis throughout our forecast period, reaching $1.3 billion in fiscal 2007, a result of higher overall unit volumes and inflationary pricing. Gross margin is assumed to continue to be under pressure, dipping to 20.4% in fiscal 2006 and rebounding to 21.7% in fiscal 2007. SG&A expense is projected to increase as Associated grows its company-owned supply center network, reaching $212.5 million in 2007. With depressed gross margins and rising SG&A expense, LTM adjusted EBITDA is forecast to reach a low point in the third quarter of fiscal 2006, and recovering to a 7.4% adjusted EBITDA margin in fiscal 2007, or $99.6 million.

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Figure 20 ASSOCIATED MATERIALS

Adjusted Projected Quarterly Operating Statement (In Millions of Dollars)

CONSOLIDATED4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07 2005E 2006 2007

Net Sales 290.8$ 237.3$ 351.2$ 367.5$ 319.9$ 253.7$ 371.3$ 384.8$ 334.1$ 1,153.0$ 1,275.9$ 1,344.0$ Cost of Goods Sold 234.0 188.0 276.0 293.6 258.2 199.3 287.6 301.6 264.3 900.2 1,015.7 1,052.8 Gross Profit 56.8 49.3 75.3 73.9 61.7 54.5 83.7 83.3 69.8 252.8 260.2 291.2 SG&A 49.4 50.3 50.9 51.4 52.0 52.4 52.8 53.4 53.8 196.2 204.6 212.5 Operating Profit 7.4 (1.0) 24.4 22.5 9.7 2.1 30.9 29.9 15.9 56.5 55.5 78.7 Depreciation and Amortization 5.3 5.2 5.2 5.2 5.2 5.2 5.2 5.2 5.2 20.6 20.7 20.9 Adjusted EBITDA 12.7$ 4.2$ 29.5$ 27.6$ 14.9$ 7.3$ 36.1$ 35.1$ 21.2$ 77.1$ 76.2$ 99.6$ LTM Adjusted EBITDA 77.1 76.8 78.8 74.0 76.2 79.4 85.9 93.3 99.6

Net Sales Growth, Y/Y 6.3% 8.6% 11.4% 11.9% 10.0% 6.9% 5.7% 4.7% 4.4% 5.4% 10.7% 5.3%Gross Margin 19.5% 20.8% 21.4% 20.1% 19.3% 21.5% 22.5% 21.6% 20.9% 21.9% 20.4% 21.7%SG&A as % Net Sales 17.0% 21.2% 14.5% 14.0% 16.3% 20.7% 14.2% 13.9% 16.1% 17.0% 16.0% 15.8%Adjusted EBITDA Margin 4.4% 1.8% 8.4% 7.5% 4.7% 2.9% 9.7% 9.1% 6.3% 6.7% 6.0% 7.4%LTM Adjusted EBITDA Margin 6.7% 6.6% 6.5% 5.9% 6.0% 6.1% 6.5% 7.0% 7.4%

ASSUMPTIONS4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07

No. Alside Supply Centers 130 131 132 133 134 134 135 136 136 PVC Pricing, Q/Q 22.3% -2.9% -3.9% -2.6% -3.1% -3.1% -3.2% -3.3% -3.4%Aluminum Pricing, Q/Q 13.5% 23.8% 5.0% 5.0% 0.0% 0.0% 0.0% 0.0% 0.0%

Raw Material Cost, Net effect (6.9)$ (0.2)$ (0.7)$ (9.2)$ 0.8$ 2.5$ 6.8$ 9.6$ 8.5$ Freight Fuel, Incremental (2.4) (2.1) (3.0) (3.2) (2.7) (2.1) (3.0) (3.1) (2.7) Manufacturing Inefficiencies (2.0) (2.0) (1.0) - - - - - -

WINDOW PRODUCT LINE *4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07

Y/Y ChangeNet Sales 16.0% 18.0% 17.6% 17.3% 16.2% 12.3% 12.3% 12.0% 11.6%Unit Volume 12.2% 11.9% 12.0% 12.0% 12.0% 9.6% 9.3% 9.0% 8.6%Unit Volume per Supply Center 9.0% 8.0% 8.0% 8.0% 8.0% 6.0% 6.0% 6.0% 6.0%Price 3.8% 6.1% 4.5% 5.3% 4.2% 2.7% 3.0% 3.0% 3.0%Price, Q/Q 1.8% 2.2% 0.4% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7%

VINYL SIDING PRODUCT LINE *4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07

Y/Y ChangeNet Sales 9.7% 12.7% 8.2% 5.6% 1.0% -4.1% -2.2% -2.5% -2.9%Unit Volume 3.1% 2.6% 3.7% 2.7% 2.6% 1.8% 1.6% 1.3% 0.9%Unit Volume per Supply Center -1.0% -1.0% -1.0% -1.0% -1.0% -1.5% -1.5% -1.5% -1.5%Price 6.3% 10.1% 3.9% 2.9% -1.6% -5.9% -3.7% -3.8% -3.8%Price, Q/Q 3.7% 3.6% -3.2% -0.9% -0.9% -0.9% -1.0% -1.0% -1.0%

OTHER PRODUCTS *4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07

Y/Y ChangeNet Sales -3.5% -2.8% 8.6% 12.2% 11.3% 9.8% 5.6% 3.3% 2.9%Unit Volume -5.0% -5.4% 5.8% 9.0% 8.0% 7.2% 3.6% 1.3% 0.9%Unit Volume per Supply Center -7.7% -8.2% 2.2% 5.5% 4.2% 3.7% 0.5% -1.5% -1.5%Price 1.5% 2.7% 2.8% 3.3% 3.3% 2.6% 2.0% 2.0% 2.0%Price, Q/Q 0.5% 1.1% 1.1% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5%* Estimated by MTR.

Source: MTR analysis Liquidity Our forecasted base case scenario produces sufficient liquidity through fiscal 2007, at which time we anticipate an improved cost-side macro environment. Pronounced fluctuations in cash flow from operations are driven by seasonal EBITDA and related working capital requirements. Projected liquidity reaches a low point of $30.0 million at the end of the second quarter of 2006, following seasonally high working capital needs in the first and second quarters (see Figure 21). Commencing on December 31, 2005, cash balances are further taxed through annual term loan repayments in the amount of $16.6 million, $0.3 million and $13.4 million for the years ending in 2005, 2006 and 2007, respectively. While they are a cash drain, the excess cash flow term loan repayments serve to mute the effect that variations in Company performance have on liquidity. Credit Metrics Our calculated credit ratios are projected to degrade before improving. The Company’s LTM net leverage ratio increases through the second and third quarters of fiscal 2006, peaking at 4.7x,

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9.2x and 10.3x through Associated, AMH I and AMH II, respectively. Associated’s LTM cash interest and dividend coverage reaches its low point in the third quarter of fiscal 2006 at 2.5x and 2.0x, through AMH I and AMH II, respectively. Figure 21

ASSOCIATED MATERIALS Adjusted Projected Quarterly Liquidity Analysis

(In Millions of Dollars)

CASH FLOW4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07 2006 2007

Adjusted EBITDA 12.7$ 4.2$ 29.5$ 27.6$ 14.9$ 7.3$ 36.1$ 35.1$ 21.2$ 76.2$ 99.6$

Cash Interest Expense (11.1) (2.9) (11.6) (4.0) (11.4) (2.9) (11.7) (3.9) (11.1) (29.9) (29.7) Cash Income Taxes (2.5) (2.5) (2.5) (2.5) (2.5) (2.5) (2.5) (2.5) (2.5) (10.0) (10.0) Working Capital 46.6 (46.4) (33.3) 22.4 47.9 (49.9) (33.4) 25.5 51.6 (9.4) (6.2) Capital Expenditures (2.5) (5.5) (5.5) (5.5) (5.5) (5.5) (5.5) (5.5) (5.5) (22.0) (22.0) Total Uses of Cash 30.5 (57.3) (52.9) 10.4 28.6 (60.8) (53.1) 13.5 32.5 (71.3) (67.8)

CASH FLOW BEFORE FINANCING 43.2$ (53.1)$ (23.4)$ 38.0$ 43.5$ (53.5)$ (17.0)$ 48.6$ 53.7$ 5.0$ 31.7$

Revolver Draw (Repayment) - 29.5 23.8 (33.6) (19.7) 35.0 17.4 (44.0) (8.4) - - Term Repayment, scheduled (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (1.8) (1.8) Term Repayment, excess cash flow (16.6) - - - (0.3) - - - (13.4) (0.3) (13.4) Dividend - 13.625% Senior Notes - (3.9) - (4.0) - (4.0) - (4.1) - (7.9) (8.1) NET CHANGE IN CASH 26.1$ (27.9)$ -$ -$ 23.0$ (23.0)$ -$ -$ 31.5$ (4.9)$ 8.5$

Beginning Cash Balance 3.8 29.9 2.0 2.0 2.0 25.0 2.0 2.0 2.0 29.9 25.0 Ending Cash Balance 29.9 2.0 2.0 2.0 25.0 2.0 2.0 2.0 33.5 25.0 33.5

LIQUIDITY4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07

Cash Balance 29.9$ 2.0$ 2.0$ 2.0$ 25.0$ 2.0$ 2.0$ 2.0$ 33.5$ Revolver Availability 71.7 52.0 28.0 61.3 80.8 45.7 28.1 72.0 80.3 TOTAL LIQUIDITY 101.6$ 54.0$ 30.0$ 63.3$ 105.8$ 47.7$ 30.1$ 74.0$ 113.8$

DEBT BALANCES4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07

Revolver ($90MM) -$ 29.5$ 53.3$ 19.7$ -$ 35.0$ 52.4$ 8.4$ -$ Term Loan 157.5 157.1 156.7 156.2 155.5 155.0 154.6 154.2 140.3 9.75% Senior Subordinated Notes 165.0 165.0 165.0 165.0 165.0 165.0 165.0 165.0 165.0 Subtotal 322.5 351.6 375.0 340.9 320.5 355.0 372.0 327.5 305.3 Thru Holdcos11.25% Senior Discount Notes 315.4 324.2 333.2 342.4 351.9 361.7 371.7 382.0 392.6 13.625% Senior Notes 77.8 78.5 79.2 79.9 80.7 81.4 82.1 82.9 83.6 Total 715.7 754.3 787.3 763.3 753.0 798.1 825.8 792.4 781.5

LC's 8.3 8.4 8.7 9.0 9.2 9.3 9.4 9.6 9.7 CREDIT METRICS

LTM Net Leverage Ratio thru 4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07Associated 3.8x 4.6x 4.7x 4.6x 3.9x 4.4x 4.3x 3.5x 2.7xAssociated/AMH 1 7.9x 8.8x 9.0x 9.2x 8.5x 9.0x 8.6x 7.6x 6.7xAssociated/AMH 1/AMH 2 8.9x 9.8x 10.0x 10.3x 9.5x 10.0x 9.6x 8.5x 7.5xLTM Cash Int/Div Coverage thruAssociated 2.7x 2.7x 2.7x 2.5x 2.6x 2.7x 2.9x 3.1x 3.4xAssociated/AMH 1 2.7x 2.7x 2.7x 2.5x 2.6x 2.7x 2.9x 3.1x 3.4xAssociated/AMH 1/AMH 2 2.1x 2.1x 2.1x 2.0x 2.0x 2.1x 2.3x 2.5x 2.6xLTM Interest/Dividend Coverage thruAssociated 2.5x 2.6x 2.7x 2.5x 2.6x 2.7x 2.9x 3.1x 3.4xAssociated/AMH 1 1.2x 1.2x 1.2x 1.1x 1.1x 1.2x 1.3x 1.3x 1.4xAssociated/AMH 1/AMH 2 1.0x 1.0x 1.1x 1.0x 1.0x 1.0x 1.1x 1.2x 1.3xSource: MTR analysis RATING AGENCIES On January 19, 2006, Moody’s downgraded the ratings of Associated Materials Inc. and its holding company AMH Holdings, Inc. Associated’s credit facility was downgraded to B3 from B2, the 9.75% Senior Subordinated Notes were downgraded to Caa2 from Caa1, and the 11.25% Senior Discount Notes were downgraded to Caa3 from Caa2. The downgrade reflects the Company’s difficulty in passing through higher raw material costs and the uncertainty surrounding the Company’s ability to handle a slowing residential construction market. The ratings outlook is stable. The stable outlook is a reflection of Moody’s expectation that the

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Company should be able to generate positive free cash flow in 2006 through price increases and cost rationalization. On January 19, 2006, S&P lowered its ratings on Associated Materials Inc. and its holding company AMH Holdings, Inc to B and B-, respectively. The downgrade reflects S&P’s concern that weak earnings could lead to lower levels of free operating cash flow and increased debt leverage. VALUATION In valuing Associated Materials Inc., we have attempted to break-out each of its core product segments, estimating LTM revenue and LTM adjusted EBITDA (see Figure 22). We have applied a 6.5x EV/EBITDA multiple to the window business because of its robust unit volume growth, sales correlation to rising energy costs, and market pricing power. The vinyl siding segment has garnered a 4.5x multiple because of its maturing market, limited product differentiation and pricing power, high raw material costs and possible market encroachment by substitute products. Recently, Louisiana-Pacific sold its vinyl siding business to KP Building Products. Industry advisors have commented that the sale did not attract many prospective buyers and that the division was sold at an EBITDA multiple between 4.0x and 5.0x. Associated’s Other segment is primarily comprised of metal products and third-party manufactured products. We have used a 4.5x multiple in its valuation because of soaring aluminum costs, limited product pricing power, and overall commodity characteristics of the business. As shown in Figure 22, we calculate an enterprise value of $493.8 million, based on an LTM adjusted EBITDA of $95.7 million, and an equity value of $158.1 million. Total holding company debt of $384.0 million has not been applied to the calculation because it is not an obligation of the Company. RECOVERY ANALYSIS Distributable Value While we currently foresee a limited likelihood of a liquidity crisis in the near-term, our recovery analysis has been constructed to reflect a downside scenario. Should the markets for raw materials or residential construction spending degrade beyond our projections, liquidity could be constrained. Our recovery analysis depicted in Figure 23 is based on a stabilized adjusted EBITDA of $80.6 million, as compared with our projected fiscal 2007 EBITDA of $99.6 million. At a consolidated EV/EBITDA multiple of 5.4x, we calculate an enterprise value of $438.7 million. With a run-rate EBITDA of $80.0 million, we estimate that, over a twelve-month period, the Company will build a cash balance of $66.3 million. Together with Associated’s enterprise value, we arrive at a distributable value of $505.0 million.

Figure 22 ASSOCIATED MATERIALS Estimated LTM Ending September 30, 2005

(In Millions of Dollars)

Adjusted EBITDA EBITDARevenue * EBITDA * Margin * Multiple EV

Windows 371.6$ 31.6$ 8.5% 6.5x 205.3$ Siding 320.9 27.3 8.5% 4.5x 122.7 Other 443.3 36.8 8.3% 4.5x 165.8 Total 1,135.8$ 95.7$ 8.4% 5.2x 493.8$ Less: Debt 339.6 Plus: Cash 3.8 Total Equity Value 158.1$ * Estimated.Source: Company reports and MTR analysis

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Figure 23 ASSOCIATED MATERIALS

Recovery Analysis (In Millions of Dollars)

DISTRIBUTABLE VALUE SUMMARYEnterprise Value 438.7$ Filing Date 6/30/07Cash Build / (DIP Financing) 66.3 Length of Bankruptcy (months) 12 Total Distributable Value 505.0

VALUE ALLOCATION Cash Build / (DIP Financing)Revolving Credit Facility 81.0$ Beginning Cash Balance 2.0$ Term Loan 155.0 Working Capital - Upfront 25.6 Total Secured Claims 236.0 Ongoing Cash Build / (Burn) 36.5

Subtotal 64.1 Value to Unsecureds 269.0$ Interest Income / (DIP Interest Expense) 2.2

Total Cash Build / (Burn) 66.3$ 9.75% Senior Sub. Notes plus Accrued 168.4 Trade Payables 63.9 Annual Cash Build / (Burn)Remaining Value to 11.25% Notes 36.8 Near-Term EBITDA 80.0$

Professional Fees (11.5) 11.25% Senior Disc. Notes, Accreted Value 371.7 Capital Expenditures (22.0) Remaining Value to 13.625% Notes - Working Capital (10.0)

Annual Cash Build / (Burn) 36.5$ 13.625% Senior Notes plus Accrued 85.3 9.75% Senior Subordinated Notes Recovery Working Capital - Upfront Breakdown DaysValue Allocation 168.4$ Beginning Payables 115.0$ 45

Pay. Post-Paydown (20 days) 63.9 25 FV Recovery to 9.75% Notes as % Face 102.0% Payables Rebuild 76.7 30

Change in Cash 25.6$ 11.25% Senior Discount Notes RecoveryValue Allocation 36.8$

FV Recovery to 11.25% Notes as% of Accreted Value 9.9%% of Face 8.3%

Stabilized Enterprise ValueAdjusted EBITDA EBITDA

Revenue EBITDA Multiple EV MarginWindows 505.7$ 37.9$ 6.50x 246.6$ 7.5%Siding 339.2 17.0 4.50x 76.3 5.0%Other 499.1 25.7 4.50x 115.9 5.2%Total 1,344.0 80.6 5.44x 438.7 6.0%

Source: MTR analysis Value Allocation Even at our downside stabilized EBITDA margin of 6.0%, the 9.75% Senior Subordinated Notes are covered 1.2x by distributable value. As a result, they receive a future value recovery of 102.0% as a percentage of their face amount. The 11.25% Senior Discount Notes are impaired and receive a future value recovery of 9.9% of their accreted value of $371.7 million, or 8.3% of face amount. The 13.625% Senior Notes are not allocated any value.

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Sensitivity Analysis The following sensitivity analyses examine the future value recovery to the 9.75% and 11.25% Notes in varying valuation scenarios. As shown in Figure 24, substantial recovery to the 9.75% Senior Subordinated Notes remains in place across most expected valuation scenarios, with impairment occurring at an enterprise value of $402 million. Figure 24

Sensitivity AnalysisFuture Value Recovery of 9.75% Senior Subordinated Notes

Stabilized EBITDA ($ millions)102% 100.00 95.00 90.00 85.00 80.00 75.00 70.00 65.00 60.00

6.5x 102.0% 102.0% 102.0% 102.0% 102.0% 102.0% 102.0% 102.0% 96.8%Average 6.0x 102.0% 102.0% 102.0% 102.0% 102.0% 102.0% 102.0% 96.8% 83.6%EBITDA 5.5x 102.0% 102.0% 102.0% 102.0% 102.0% 102.0% 94.6% 82.5% 70.4%Multiple 5.0x 102.0% 102.0% 102.0% 102.0% 101.2% 90.2% 79.2% 68.2% 57.2%

4.5x 102.0% 102.0% 102.0% 93.5% 83.6% 73.7% 63.8% 53.9% 44.1%4.0x 101.2% 92.4% 83.6% 74.8% 66.0% 57.2% 48.5% 39.7% 30.9%3.5x 79.2% 71.5% 63.8% 56.1% 48.5% 40.8% 33.1% 25.4% 17.7%

Source: MTR analysis As expected, the future recovery as a percentage of accreted value of the 11.25% Senior Discount Notes varies greatly with stabilized enterprise value, given that the 11.25% Notes are the fulcrum security in our analysis. Figure 25

Sensitivity AnalysisFuture Value Recovery of 11.25% Senior Discount Notes

(As a Percentage of Accreted Value) Stabilized EBITDA ($ millions)

10% 100.00 95.00 90.00 85.00 80.00 75.00 70.00 65.00 60.00 6.5x 66.7% 58.0% 49.2% 40.5% 31.8% 23.0% 14.3% 5.5% -3.2%

Average 6.0x 53.3% 45.2% 37.1% 29.1% 21.0% 12.9% 4.9% -3.2% -11.3%EBITDA 5.5x 39.8% 32.4% 25.0% 17.6% 10.2% 2.8% -4.6% -12.0% -19.4%Multiple 5.0x 26.4% 19.7% 12.9% 6.2% -0.5% -7.2% -14.0% -20.7% -27.4%

4.5x 12.9% 6.9% 0.8% -5.2% -11.3% -17.3% -23.4% -29.4% -35.5%4.0x -0.5% -5.9% -11.3% -16.7% -22.0% -27.4% -32.8% -38.2% -43.6%3.5x -14.0% -18.7% -23.4% -28.1% -32.8% -37.5% -42.2% -46.9% -51.6%

Source: MTR analysis RECOMMENDATION Our view to prospective Company fundamentals is driven by our outlook for the evolution of Associated’s markets over the coming quarters. While exposed to softening repair/remodel markets in the Midwest and Central regions, the Company’s near-term financial productivity is far more sensitive to further margin degradation than unit volume loss (see Figure 26).

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Figure 26 Sensitivity Analysis

Quarterly Trough Liquidity

Window Unit Volume, Y/Y Change- 9.0% 8.0% 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0%

-1.0% 30.0$ 29.9$ 29.8$ 29.7$ 29.6$ 28.7$ 27.6$ 26.6$ 25.5$ -2.0% 29.8 29.7 29.6 29.0 27.9 26.9 25.8 24.8 23.7

Siding, Other -3.0% 29.5 29.3 28.2 27.2 26.1 25.0 24.0 23.0 21.9 Unit Volume -4.0% 28.5 27.5 26.4 25.3 24.3 23.2 22.2 21.1 20.1

Y/Y -5.0% 26.7 25.7 24.6 23.5 22.5 21.4 20.4 19.3 18.3 Change -6.0% 24.9 23.8 22.8 21.7 20.7 19.6 18.6 17.5 16.5

-7.0% 23.1 22.0 21.0 19.9 18.9 17.8 16.8 15.7 14.7 -8.0% 21.3 20.3 19.2 18.1 17.1 16.0 15.0 13.9 12.9 -9.0% 19.5 18.5 17.4 16.3 15.3 14.2 13.2 12.1 11.1

-10.0% 17.7 16.7 15.6 14.6 13.5 12.4 11.4 10.4 9.3 * Does not account for increased unabsorbed manufacturing overhead or change in term loan repayment from excess cash flow.

Source: MTR analysis

In addition, though we agree with management’s plan to maximize infrastructure and capacity utilization and to pursue incremental home builder business, the recent 6% end-market shift from repair/remodel to new construction is somewhat disquieting, given that residential construction has likely peaked. Also disconcerting is that consumer confidence in the East North Central region of the U.S., home to the vinyl siding capital of America, is declining faster than the national rate; some believe that the Midwest is a bellwether for the rest of the country, tightening the proverbial belt before all others. Should vinyl siding, as a category, be materially challenged by fiber-cement, competitive dynamics will likely further erode gross margin. On the cost-side, with PVC and aluminum accounting for almost 25% of cost of goods sold, Associated’s performance is closely tied to raw material markets over which it has no control. Though we have begun to see some pricing relief on PVC, it is unclear how much more aluminum pricing will increase. On a comparative basis, relative to the first quarter of 2004, recent peak PVC pricing levels may foreshadow future aluminum pricing increases. While we project that Associated will have sufficient liquidity to navigate near-term market dynamics, our view to risk is colored by the many variables that can affect Associated’s financial health and the limited power that the Company possesses to control them. Given our apprehension, our calculation of expected internal rate of return on the two Notes is based upon spot probabilities of default of 10.0% and 25.0% during the second fiscal quarters of 2006 and 2007, respectively, and a cumulative probability of default of 32.5%. 9.75% Senior Subordinated Notes Assuming an investment hurdle rate of 9.5%, we find the 9.75% Notes fully valued at 100.75. We are comforted by the strong value coverage calculated in our recovery analysis (see Figure 23), and our relatively low probability of a near-term liquidity crisis. The small variance in IRR across a broad spectrum of default probabilities is indicative of the Notes’ high projected recovery in bankruptcy (see Figure 27).

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Figure 27Sensitivity Analysis

Internal Rate of Return - 9.75% Senior Subordinated Notes

Purchase Price115.00 110.00 105.00 100.00 95.00 90.00 85.00 80.00 75.00

Probability 10% 6.1% 7.2% 8.3% 9.6% 10.9% 12.4% 13.9% 15.7% 17.6%of Q2 2007 20% 5.7% 6.8% 8.0% 9.3% 10.8% 12.3% 13.9% 15.8% 17.8%Chapter 11 30% 5.2% 6.4% 7.7% 9.1% 10.6% 12.2% 14.0% 15.9% 18.0%

Filing 40% 4.7% 6.0% 7.3% 8.8% 10.4% 12.1% 14.0% 16.0% 18.3%50% 4.2% 5.5% 6.9% 8.5% 10.2% 12.0% 14.0% 16.2% 18.7%60% 3.5% 4.9% 6.4% 8.1% 9.9% 11.9% 14.0% 16.4% 19.0%

Source: MTR analysis 11.25% Senior Discount Notes With leverage through the $307 million accreted value of 11.25% Notes currently at 6.8x and a calculated Associated equity value of $158.1 million, the Notes are currently value impaired. Using a purchase price of 54.75 and an investment hurdle rate of 20.0%, our calculated expected internal rate of return of 9.8% does not adequately compensate the investor for the risk assumed. Figure 28

Sensitivity AnalysisInternal Rate of Return - 11.25% Senior Discount Notes

Purchase Price70.00 65.00 60.00 55.00 50.00 45.00 40.00 35.00 30.00

Probability 10% 8.7% 9.9% 11.1% 12.6% 14.2% 16.0% 18.0% 20.4% 23.3%of Q2 2007 20% 6.8% 8.0% 9.3% 10.7% 12.3% 14.0% 16.1% 18.4% 21.3%Chapter 11 30% 4.8% 6.0% 7.2% 8.6% 10.2% 11.9% 13.9% 16.3% 19.1%

Filing 40% 2.6% 3.7% 5.0% 6.3% 7.8% 9.6% 11.5% 13.8% 16.6%50% 0.1% 1.2% 2.4% 3.7% 5.2% 6.9% 8.8% 11.1% 13.8%60% -2.9% -1.8% -0.7% 0.6% 2.1% 3.7% 5.6% 7.8% 10.5%

Source: MTR analysis RISKS Given the macro trends that have been addressed within this report, there are few that should surprise to the upside. Associated Materials is facing pressure from a slowing, though strong, new construction market, softness in the repair/remodel market within pockets of the Midwest and Central regions, a very competitive, possibly maturing vinyl siding market, the increased competitive threat of fiber-cement siding, waning consumer confidence in the East North Central region, rising aluminum pricing, high PVC pricing, and the loss of the leadership of Mike Caporale. Our recommendations are placed most at risk through the rapid abatement of raw material costs, which will expand margins, enhance liquidity and increase enterprise value flowing to the 11.25% Senior Discount Notes.

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Figure 29 ASSOCIATED MATERIALS INC.

Historical Quarterly Balance Sheet (In Millions of Dollars)

1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05Cash 6.3 2.7 3.7 58.1 9.7 6.1 3.8 Accounts Receivable 115.9 152.5 160.9 125.7 129.3 165.6 178.8 Receivable from Parent - - - 3.5 3.8 3.9 3.9 Inventories 115.6 122.3 128.4 114.8 139.8 146.1 145.2 Income Taxes Receivable 5.7 - - 8.9 12.3 3.5 - Deferred Income Taxes 7.0 7.0 7.0 18.3 18.3 18.3 18.3 Other Current Assets 5.8 6.9 6.7 12.9 11.9 12.3 11.3 Total Current Assets 256.2 291.3 306.7 342.0 325.1 355.8 361.3

PP&E, net 140.7 142.7 143.9 138.7 143.5 144.9 146.0 Goodwill 230.4 230.4 235.0 234.8 234.8 234.8 234.8 Intangible Assets, net 115.3 114.5 113.8 113.0 112.2 111.4 110.7 Other Assets 9.5 9.0 8.7 19.6 19.0 18.4 17.5

TOTAL ASSETS 752.0$ 788.0$ 808.1$ 848.2$ 834.6$ 865.3$ 870.3$

Current Portion Long-Term Debt - - - 11.6 1.3 1.8 1.8 Notes Payable - - - 0.9 - - - Accounts Payable 73.5 81.6 82.4 75.1 78.9 96.6 121.8 Amount Due to Parent - - 2.5 - - - - Accrued Liabilities 42.2 47.4 57.6 54.4 47.2 52.7 65.5 Income Taxes Payable - 3.1 5.7 - - - 0.3 Total Current Liabilities 115.6 132.2 148.2 142.0 127.4 151.0 189.4

Deferred Income Taxes 57.9 57.8 55.7 62.7 62.7 62.6 62.8 Other Liabilities 40.7 40.0 47.5 44.1 43.3 43.3 43.4 Long-Term Debt 327.3 331.2 307.4 339.1 382.3 383.1 337.8 Stockholders' Equity 210.5 226.8 249.2 260.3 219.0 225.4 236.8

TOTAL LIABS. AND STOCKHOLDERS' EQUITY 752.0$ 788.0$ 808.1$ 848.2$ 834.6$ 865.3$ 870.3$

Source: Company reports.

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