ASSOCIATED MATERIALS INC
FINANCING ADVISORY AGRMT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>12
<FILENAME>exh10-9.txt
<DESCRIPTION>FINANCING ADVISORY AGRMT
<TEXT>
                                                                    EXHIBIT 10.9




                      FINANCING ADVISORY SERVICES AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

              (b) does not assume responsibility for the accuracy or
          completeness of the Information; and

              (c) will not make an appraisal of any of the assets of AMI.

All Information so furnished to III will be kept confidential by III, except
such Information as is in the public domain or as AMI agrees may be disclosed or
as III is required by law to disclose; provided, however, that III may provide
such Information as it deems necessary or appropriate to financial institutions
in connection with obtaining, negotiating or arranging the Financing in
accordance with the terms of this Agreement.

          5.  Termination. Subject to the provisions of Paragraph 6 hereof,
which shall survive any termination of this Agreement, this Agreement shall
terminate on the earlier of the day after the consummation of the Purchase and
June 23, 2005, unless extended by the parties' mutual consent.

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          6.  Indemnification. AMI shall:

              (a)  indemnify III and hold it harmless against any losses,
          claims, damages or liabilities to which III may become subject arising
          in any manner out of or in connection with the rendering of services
          by III hereunder, unless it is finally judicially determined that such
          losses, claims, damages or liabilities arose primarily out of the
          gross negligence or bad faith of III; and

              (b)  reimburse III immediately for any legal or other expenses
          reasonably incurred by it in connection with investigating, preparing
          to defend or defending any lawsuits or other proceedings arising in
          any manner out of or in connection with the rendering of services by
          III hereunder; provided, however, that in the event a final judicial
          determination is made that the alleged losses, claims, damages or
          liabilities arose primarily out of the gross negligence or bad faith
          of III, III will remit to AMI any amounts reimbursed under this
          subparagraph 6(b). AMI agrees that (i) the indemnification and
          reimbursement commitments set forth in this paragraph shall apply
          whether or not III is a formal party to any such lawsuits, claims or
          other proceedings, (ii) III is entitled to retain separate counsel of
          its choice at the expense of AMI in connection with any of the matters
          to which such commitments relate, and (iii) such commitments shall
          extend upon the terms set forth in this paragraph to any controlling
          person, director, officer, employee or agent of III; provided,
          however, that to the extent that III retains separate counsel in
          connection with any matters set forth in this subparagraph 6(b), such
          counsel shall coordinate its efforts with counsel to AMI.

          7.  Amendments. No amendment or waiver of any provision of this
Agreement, or consent to any departure by either party from any such provision,
shall be effective unless the same shall be in writing and signed by the parties
to this Agreement and then such amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

          8.  Notices. All notices hereunder shall, in the absence of receipted
hand delivery, be deemed duly given when

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mailed, if the same shall be sent by registered or certified mail, return
receipt requested, and the mailing date shall be deemed the date from which all
time periods pertaining to a date of notice shall run. Notices shall be
addressed to the parties at the following addresses:

          If to III, to:

          Investcorp International Inc.
          280 Park Avenue
          36th Floor
          New York, New York  10017
          Attention:  President

          with a copy to:

          Gibson, Dunn & Crutcher LLP
          200 Park Avenue
          New York, New York 10166
          Attention:  David B. Rosenauer, Esq.

          If to AMI, to:

          Associated Materials Incorporated
          3773 State Road
          Cuyahoga Falls, Ohio 44233


          9.  Entire Agreement. This Agreement shall constitute the entire
Agreement between the parties with respect to the subject matter hereof, and
shall supersede all previous oral and written (and all contemporaneous oral)
negotiations, commitments, agreements and understandings relating thereto.

          10. Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York (without regard to the
conflicts of laws provisions thereof or of any other jurisdiction) and shall
inure to the benefit of, and be binding upon, III and AMI and their respective
successors and assigns.

          11. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument

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          IN WITNESS WHEREOF, each of the parties has caused this Financing
Advisory Services Agreement to be executed and delivered by its duly authorized
officer or agent as set forth below.



                                                INVESTCORP INTERNATIONAL INC.



                                                By:
                                                   -----------------------------
                                                   Name:
                                                   Title:
                                                   Date:


                                                ASSOCIATED MATERIALS
                                                INCORPORATED


                                                By:
                                                   -----------------------------
                                                   Name:
                                                   Title:
                                                   Date:

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