Headwaters Incorporated Announces Amendment to Revolving Loan Agreement

HEADWATERS INCORPORATED(NYSE: HW) announced it hasamended
the $70 million asset based loan credit facility ('ABL Revolver?). Among
other things, the amendment reduces the interest rate on LIBOR
borrowings by 150 basis points, removes the asset disposal restriction
on non-borrower subsidiaries, and increases the availability to make
strategic permitted acquisitions aggregating up to $10 million annually,
subject to a $30 million cap during the term of the ABL Revolver. The
fixed charge coverage ratio covenant was amended to drop the trigger of
available borrowings to revolving loan commitments from 50% down to 15%
with the triggered ratio being reduced from 1.1 to 1.0. The new
amendment provides the ability to prepay senior secured notes if, among
other conditions, available borrowings are greater than 50% of revolving
loan commitments. The banks participating in the ABL Revolver remained
the same and consist of Bank of America, N.A., U.S. Bank National
Association and Zions First National Bank.

'We are pleased to have completed this amendment to our ABL Revolver.
These changes reflect the continued improvement of Headwaters′ credit
and the substantial reduction in financial risk that has been realized
over the last 18 months,? said Scott Jackson, Headwaters′ Treasurer. 'We
appreciate very much the relationship we have with these lenders and
their willingness to work with us.?

About Headwaters Incorporated

Headwaters Incorporated′s vision is to improve sustainability by
transforming underutilized resources into valuable products.Headwaters
is a diversified growth company providing products, technologies and
services to the heavy construction materials, light building products,
and energy technology industries.Through its coal combustion
products, building products, and energy businesses, the Company earns a
revenue stream that helps to provide the capital to fund growth of
existing and new business opportunities.

Forward Looking Statements

Certain statements contained in this press release are
forward-looking statements within the meaning of federal securities laws
and Headwaters intends that such forward-looking statements be subject
to the safe-harbor created thereby.Forward-looking statements
include Headwaters′ expectations as to the managing and marketing of
coal combustion products, the production and marketing of building
materials and products, the production and marketing of cleaned coal,
the licensing of residue hydrocracking technology and catalyst sales to
oil refineries, the availability of refined coal tax credits, the
development, commercialization, and financing of new technologies and
other strategic business opportunities and acquisitions, and other
information about Headwaters.Such statements that are not purely
historical by nature, including those statements regarding Headwaters′
future business plans, the operation of facilities, the availability of
feedstocks, and the marketability of the coal combustion products,
building products, cleaned coal, catalysts, and the availability of tax
credits, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 regarding future events
and our future results that are based on current expectations,
estimates, forecasts, and projections about the industries in which we
operate and the beliefs and assumptions of our management.Actual
results may vary materially from such expectations.Words such as
'may,? 'should,? 'intends,? 'plans,? 'expects,? 'anticipates,?
'targets,? 'goals,? 'projects,? 'believes,? 'seeks,? 'estimates,?
'forecasts,? or variations of such words and similar expressions, or the
negative of such terms, may help identify such forward-looking
statements.Any statements that refer to projections of our
future financial performance, our anticipated growth and trends in our
businesses, and other characterizations of future events or
circumstances, are forward-looking. In addition to matters affecting the
coal combustion products, building products, and energy industries or
the economy generally, factors that could cause actual results to differ
from expectations stated in forward-looking statements include, among
others, the factors described in the caption entitled 'Risk Factors? in
Item 1A in Headwaters′ Annual Report on Form 10-K for the fiscal year
ended September 30, 2010, Quarterly Reports on Form 10-Q, and other
periodic filings and prospectuses.

Although Headwaters believes that its expectations are based on
reasonable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that our results of
operations will not be adversely affected by such factors.Unless
legally required, we undertake no obligation to revise or update any
forward-looking statements for any reason.Readers are cautioned
not to place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. Our internet address is www.headwaters.com.
There we make available, free of charge, our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and any
amendments to those reports, as soon as reasonably practicableafter
we electronically file such material with, or furnish it to, the SEC.Our reports can be accessed through the investor relations section of
our web site.

Headwaters Incorporated

Sharon Madden

Vice President of
Investor Relations

801-984-9400

or

Analyst Contact:

Financial
Profiles

Tricia Ross, 916-939-7285