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Headwaters Incorporated Announces Redemption Of 16% Convertible Senior Subordinated Notes Due 2016 And 2-7/8% Convertible Senior Subordinated Notes Due 2016

HEADWATERS INCORPORATED (NYSE: HW) today announced that it has notified the holders of its outstanding 16% Convertible Senior Subordinated Notes due 2016 (CUSIP Nos. 42210PAF9 and 42210PAG7) (the “16% Notes”) and 2-7/8% Convertible Senior Subordinated Notes due 2016 (CUSIP No. 42210PAA0) (the “2-7/8% Notes” and, together with the 16% Notes, the “Notes”) that it intends to redeem all of the outstanding Notes on June 4, 2012 (the “Redemption Date”). As of May 11, 2012, there was approximately $9.2 million aggregate principal amount of 16% Notes outstanding and approximately $0.2 million aggregate principal amount of 2-7/8% Notes outstanding. For each of the 16% Notes and the 2-7/8% Notes, the redemption price will be 100% of the principal amount of such Notes plus accrued and unpaid interest to, but excluding, the Redemption Date.

This press release shall not constitute an offer to purchase or a solicitation of an offer to buy any securities, including the Notes. The redemptions of the Notes is being made only pursuant to the terms set forth in the applicable notice of redemption, which has been delivered to the registered holders of the Notes.

Wilmington Trust, National Association is acting as Paying Agent for the redemptions of the Notes. Questions concerning the redemption of the Notes may be directed to the Paying Agent at Wilmington Trust, National Association, Corporate Capital Markets, 50 South Sixth Street/Suite 1290, Minneapolis, MN 55402, telephone (612) 217-5632.

About Headwaters Incorporated

Headwaters Incorporated is improving lives through innovative advancements in construction materials through application, design, and purpose. 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 has been able to improve sustainability by transforming underutilized resources into valuable products. www.headwaters.com

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