Atrium Announces Agreement on Restructuring

DALLAS--(Business Wire)--
Atrium Corporation and its key affiliates announced today that
they have reached agreement with each of their major creditor groups
to restructure their debt. Atrium also announced that it has entered
into forbearance and lockup agreements with requisite majorities of
the holders of each tranche of Atrium's funded indebtedness. The
transaction contemplated by these agreements is intended to
restructure Atrium's balance sheet, provide an additional capital
infusion to reduce leverage and consequently improve Atrium's
liquidity position and operations.

As part of the restructuring, holders of a majority of the 11 1/2%
Senior Discount Notes due 2012 (the "Discount Notes") of Atrium
affiliate ACIH, Inc. have agreed not to exercise any remedies on
account of existing defaults, including a previously missed interest
payment, as have the holders of a majority of Atrium's bank debt,
mezzanine debt and accounts receivable facility, for a forbearance
period extending through the expiration or termination of the
transaction lockup agreements. The bank lenders and accounts
receivable lenders also have agreed to continue funding Atrium during
this forbearance period.

The restructuring would result in an infusion of $50 million in
new equity, a permanent paydown of approximately $40 million in debt
under Atrium Companies, Inc.'s ("ACI") senior credit facility, and an
exchange of the Discount Notes and the $40 million principal amount of
ACI's senior subordinated notes for two new series of notes to be
issued by ACI. Under the terms of the contemplated restructuring, no
cash interest will be payable on either series of new notes until
after the third anniversary of the consummation of the restructuring.
The restructuring also would eliminate all financial covenants under
ACI's senior credit facility for the first year after the closing of
the transaction and impose only a minimum EBITDA covenant in following
years. Finally, the restructuring contemplates the payment of
increased rates of interest under the senior credit facility and the
new series of notes, some of which increased interest under the senior
credit facility may be payable in kind.

Further details regarding these and other contemplated aspects of
the transaction are set forth in the restructuring term sheet attached
to the executed lockup agreements. The restructuring is subject to the
satisfaction of various conditions, including the completion of
documentation satisfactory to the parties and the successful
completion of an exchange offer in which substantially all of the
Discount Notes and all of ACI's senior subordinated notes would be
tendered and exchanged for the new notes. As a result, no assurance
can be given that the proposed restructuring transaction will be
consummated.

Prospective purchasers of Atrium's securities who are certified by
Atrium to be "Qualified Institutional Buyers," within the meaning of
Rule 144A under the Securities Act of 1933, as amended, or who are
otherwise certified by Atrium, in its sole discretion, as eligible
recipients, may obtain copies of the lockup agreements, restructuring
term sheet and indenture, as well as Atrium's most recent financial
information, by contacting: atriuminfo@atrium.com.

Atrium, based in Dallas, Texas, is one of the largest
manufacturers and suppliers of residential windows and doors in North
America, with pro forma net sales exceeding $700 million for the last
twelve months, approximately 5,100 employees and 63 manufacturing
facilities and distribution centers in 21 states, Canada and Mexico.

This news release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The exchange offer
will be made only by, and pursuant to the terms set forth in a
confidential offering memorandum, and the information in this news
release is qualified by reference to the confidential offering
memorandum. Such securities have not been and will not be registered
under the U.S. Securities Act of 1933 or any state securities laws,
may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements, and will
therefore be subject to substantial restrictions on transfer.

Statements in this press release, other than statements of
historical information, are forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that
forward-looking statements are inherently uncertain. Actual
performance and results may differ materially from those projected or
suggested herein due to certain risks and uncertainties including,
without limitation, operating risks. Forward-looking statements speak
only as of the date on which they were made and, except as required by
law, we assume no obligation to update any forward-looking statements
and do not intend to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.

Atrium Companies, Inc., Dallas
Sudan Dewan, 214-630-5757

Copyright Business Wire 2008