Atrium Companies, Inc. Announces Tender Offer and Consent Solicitation for 10 1/2% Senior Subordinated Notes due 2009

Business Wire, Dec 8, 2004

DALLAS -- First graph, fifth sentence of release the date should read January 7, 2005 (sted January 6, 2005). In the third graph, first sentence, the date should read December 21, 2004 (sted December 20, 2004).

The corrected release reads:

ATRIUM COMPANIES, INC. ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION FOR 10 1/2% SENIOR SUBORDINATED NOTES DUE 2009

Atrium Companies, Inc. (the "Company") announced that it commenced a cash tender offer on December 7, 2004 for all of its outstanding 10 1/2% Senior Subordinated Notes due 2009 (the "Notes"). $225 million aggregate principal amount of the Notes are outstanding. In conjunction with the tender offer, the Company is soliciting consents from holders of the Notes to effect certain proposed amendments to the indenture governing such Notes. The tender offer and consent solicitation is being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated as of December 7, 2004. The tender offer and consent solicitation will expire at 5:00 p.m., New York City time, on January 7, 2005, unless the tender offer and consent solicitation is extended (the "Expiration Date").

The purchase price for the Notes that are validly tendered and accepted for payment on or prior to the Expiration Date will be equal to $1,050.00 per $1,000 principal amount of Notes (the "Tender Offer Consideration"), plus any accrued and unpaid interest thereon up to, but not including, the payment date for such Notes.

In addition to the Tender Offer Consideration, an early consent payment of $3.75 will be paid for each $1,000 in principal amount of the Notes (the "Consent Payment", and together with the Tender Offer Consideration, the "Total Consideration") to holders who tender their Notes and provide their consents to the proposed amendments to the indentures governing the Notes at or prior to the consent payment deadline of 5:00 p.m., New York City time, on December 21, 2004, unless extended (the "Consent Date"). Subject to certain exceptions, Notes tendered and consents delivered may not be withdrawn or revoked after the Consent Date.

The Company will pay the Total Consideration for all Notes validly tendered on or prior to the Consent Date if such Notes are accepted for payment (the date of such acceptance being the "Initial Acceptance Date" and the date of such payment, the "Initial Payment Date"). The Initial Payment Date is expected to be on or promptly following the Initial Acceptance Date. Holders who validly tender their Notes after the Consent Date, but on or prior to the Expiration Date, will receive the Tender Offer Consideration if the Notes are accepted for payment (the date of such acceptance being the "Final Acceptance Date" and the date of such payment, the "Final Payment Date"), but will not be entitled to receive the Consent Payment even if the Proposed Amendments become operative. The Company expects that the Final Payment Date will be on or promptly following the Final Acceptance Date.

The Company's acceptance of the Notes tendered on or prior to the Consent Date is subject to several conditions, including, among other things, (i) the issuance of senior discount notes (the "New Notes Offering") by a newly formed wholly owned subsidiary of the Company ("New Subsidiary 1"), which subsidiary will subsequently become a direct subsidiary of our parent company, Atrium Corporation (the "Parent"), through a distribution of the capital stock of such subsidiary to the Parent, and the contribution of the net proceeds from the New Notes Offering to the Company; (ii) the Company entering into a new senior secured credit facility (the "New Credit Facility"); (iii) the Company receiving gross proceeds from such contribution and the New Credit Facility of at least $450.0 million; (iv) a minimum tender condition; and (v) the Company receiving the requisite consents to the proposed amendments and the Company and the trustee under the indenture executing a supplemental indenture. The Company expects that New Subsidiary 1 will complete the New Notes Offering and the Company will enter into the New Credit Facility on or prior to the Initial Acceptance Date. The Company may amend, extend or terminate the tender offer and consent solicitation in its sole discretion.

Among other things, the proposed amendments to the indenture governing the Notes would eliminate most of the indenture's restrictive covenants and would amend certain other provisions contained in the indenture. Adoption of the proposed amendments requires the consent of the holders of at least a majority of the aggregate principal amount of the Notes outstanding. Holders who tender their Notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offers. Subject to certain exceptions, tendered Notes may be withdrawn and consents may be revoked at any time prior to the Consent Date, but not thereafter.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer and consent solicitation is being made pursuant to the Offer to Purchase and Consent Solicitation Statement and related materials, copies of which will be delivered to all noteholders. Persons with questions regarding the offer and the consent solicitation should contact UBS Securities LLC, the Dealer Manager, at (203) 719-4210 or (888) 722-9555, or MacKenzie Partners, Inc., the Information Agent, at (212) 929-5500.