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EXECUTION COPY




 




EXHIBIT

10.33




 




SECOND

AMENDED AND RESTATED CREDIT AGREEMENT




 




Dated

as of March 15, 2002




 




Among




 




AMERIMAX

FABRICATED PRODUCTS, INC.




EURAMAX

HOLDINGS LIMITED




EURAMAX

EUROPE B.V.




EURAMAX

NETHERLANDS B.V.




 




as

Borrowers




 




and




 




EURAMAX

INTERNATIONAL, INC.




EURAMAX

INTERNATIONAL LIMITED




EURAMAX

INTERNATIONAL HOLDINGS LIMITED




AMERIMAX

U.K., INC.




EURAMAX

EUROPEAN HOLDINGS LIMITED




EURAMAX

EUROPE LIMITED




EURAMAX

CONTINENTAL LIMITED




EURAMAX

EUROPEAN HOLDINGS B.V.




EURAMAX

INDUSTRIES S.A.




THE

OPERATING COMPANY SUBSIDIARIES PARTIES HERETO




 




as

other  Loan  Parties




 




and




 




THE

LENDERS AND ISSUER PARTY HERETO




 




and




 




BNP

PARIBAS, acting through its New York branch,




 




as

Agent




 





























 




TABLE OF

CONTENTS




 




	

  ARTICLE

  I


  	

  DEFINITIONS AND ACCOUNTING

  TERMS


  
	

  1.1


  	

  Defined Terms


  
	

  1.2


  	

  Computation of Time Periods


  
	

  1.3


  	

  Accounting

  Terms


  
	

  1.4


  	

  Certain Terms


  
	

  1.5


  	

  Currency Equivalents

  Generally


  
	

  ARTICLE II


  	

  AMOUNTS AND TERMS OF THE

  LOANS


  
	

  2.1


  	

  The Revolving Credit Loans


  
	

  2.2


  	

  Effective Date Assignment, Etc


  
	

  2.3


  	

  Making Loans


  
	

  2.4


  	

  Fees


  
	

  2.5


  	

  Reduction

  and Termination of the Revolving Credit Commitments


  
	

  2.6


  	

  Repayment


  
	

  2.7


  	

  Prepayments


  
	

  2.8


  	

  Conversion/Continuation

  Option


  
	

  2.9


  	

  Interest


  
	

  2.10


  	

  Interest

  Rate Determination and Protection


  
	

  2.11


  	

  Increased Costs


  
	

  2.12


  	

  Illegality


  
	

  2.13


  	

  Capital

  Adequacy


  
	

  2.14


  	

  Payments and Computations


  
	

  2.15


  	

  Taxes


  
	

  2.16


  	

  Sharing

  of Payments, Etc.


  
	

  2.17


  	

  Intentionally

  Omitted


  
	

  2.18


  	

  Letter

  of Credit Facility


  
	

  2.19


  	

  Swing Loans


  
	

  2.20


  	

  Covenant to Pay


  
	

  ARTICLE III


  	

  CONDITIONS OF EFFECTIVENESS

  OF THIS AGREEMENT AND OF LENDING


  
	

  3.1


  	

  Conditions

  Precedent to Effectiveness of this Agreement, the Making of the Initial Loans

  and the Issuance of Letters of Credit


  





 




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  3.2


  	

  Additional

  Conditions Precedent to Effectiveness of this Agreement, the Making of the

  Initial Loans and the Issuance of Letters of Credit


  
	

  3.3


  	

  Conditions

  Precedent to the Making of Each Loan and Each Issuance of any Letter of

  Credit


  
	

  ARTICLE IV


  	

  REPRESENTATIONS AND

  WARRANTIES


  
	

  4.1


  	

  Existence; Compliance

  with Law


  
	

  4.2


  	

  Power;

  Authorization; Enforceable Obligations


  
	

  4.3


  	

  Taxes


  
	

  4.4


  	

  Full Disclosure


  
	

  4.5


  	

  Financial

  Matters


  
	

  4.6


  	

  Litigation


  
	

  4.7


  	

  Margin

  Regulations


  
	

  4.8


  	

  Ownership;

  Subsidiaries


  
	

  4.9


  	

  ERISA


  
	

  4.10


  	

  Liens;

  Indebtedness


  
	

  4.11


  	

  Restricted

  Payments.


  
	

  4.12


  	

  No

  Burdensome Restrictions; No Defaults; Contractual Obligations


  
	

  4.13


  	

  No Investments


  
	

  4.14


  	

  Government

  Regulation


  
	

  4.15


  	

  Insurance


  
	

  4.16


  	

  Labor Matters


  
	

  4.17


  	

  Force Majeure


  
	

  4.18


  	

  Use

  of Proceeds of Loans and Use of Letters of Credit


  
	

  4.19


  	

  Environmental

  Protection


  
	

  4.20


  	

  Related

  Documents


  
	

  4.21


  	

  Intellectual

  Property


  
	

  4.22


  	

  Real Property


  
	

  ARTICLE V


  	

  FINANCIAL

  COVENANTS


  
	

  5.1


  	

  Maximum

  Leverage Ratio


  





 




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  5.2


  	

  Minimum Fixed

  Charge Coverage Ratio


  
	

  5.3


  	

  Capital

  Expenditures


  
	

  5.4


  	

  Interest

  Coverage Ratio


  
	

  ARTICLE VI


  	

  AFFIRMATIVE

  COVENANTS


  
	

  6.1


  	

  Compliance with Laws, Etc.


  
	

  6.2


  	

  Conduct

  of Business


  
	

  6.3


  	

  Payment of

  Taxes, Etc.


  
	

  6.4


  	

  Maintenance

  of Insurance


  
	

  6.5


  	

  Preservation of Existence,

  Etc.


  
	

  6.6


  	

  Access


  
	

  6.7


  	

  Keeping of

  Books


  
	

  6.8


  	

  Maintenance of Properties,

  Etc.


  
	

  6.9


  	

  Performance

  and Compliance with Other Covenants


  
	

  6.10


  	

  Application

  of Proceeds


  
	

  6.11


  	

  Financial

  Statements


  
	

  6.12


  	

  Reporting

  Requirements


  
	

  6.13


  	

  Leases.


  
	

  6.14


  	

  New Real Estate


  
	

  6.15


  	

  Employee Plans


  
	

  6.16


  	

  Borrowing Base

  Determination


  
	

  6.17


  	

  Fiscal Year


  
	

  6.18


  	

  Environmental

  Matters


  
	

  6.19


  	

  Annual Audit


  
	

  6.20


  	

  Landlord Waivers;

  Bailee’s Letters


  
	

  6.21


  	

  Deposit

  Account Control Agreements; Control Account Agreements


  
	

  ARTICLE VII


  	

  NEGATIVE

  COVENANTS


  
	

  7.1


  	

  Liens, Etc.


  
	

  7.2


  	

  Indebtedness


  
	

  7.3


  	

  Lease Obligations


  





 




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  7.4


  	

  Restricted

  Payments


  
	

  7.5


  	

  Mergers, Stock Issuances, Asset Sales, Etc.


  
	

  7.6


  	

  Investments


  
	

  7.7


  	

  Change

  in Nature of Business or in Capital Structure


  
	

  7.8


  	

  Modification

  of Related Documents and Material Agreements


  
	

  7.9


  	

  Accounting

  Changes


  
	

  7.10


  	

  Transactions with

  Affiliates


  
	

  7.11


  	

  Adverse or

  Speculative Transactions


  
	

  7.12


  	

  Environmental

  Matters


  
	

  7.13


  	

  Additional Richmond

  Company, Euramax, French Holdings and Foreign Holding Company Provisions


  
	

  ARTICLE VIII


  	

  EVENTS OF DEFAULT

  AND CASH COLLATERAL


  
	

  8.1


  	

  Events of

  Default


  
	

  8.2


  	

  Remedies


  
	

  8.3


  	

  Implementation of Reallocation


  
	

  8.4


  	

  Actions in Respect

  of Letters of Credit


  
	

  8.5


  	

  Application

  of Payments


  
	

  ARTICLE IX


  	

  THE AGENT AND THE

  COLLATERAL AGENT


  
	

  9.1


  	

  Authorization

  and Action


  
	

  9.2


  	

  Agent’s and

  Collateral Agent’s Reliance, Etc.


  
	

  9.3


  	

  The Agent, the Collateral Agent and their

  Respective Affiliates


  
	

  9.4


  	

  Lender Credit Decision


  
	

  9.5


  	

  Indemnification


  
	

  9.6


  	

  Successor Agent or

  Collateral Agent


  
	

  9.7


  	

  U.K. Documents


  
	

  9.8


  	

  Concerning

  the Collateral and the Collateral Documents


  
	

  ARTICLE X


  	

  MISCELLANEOUS


  
	

  10.1


  	

  Amendments, Etc.


  
	

  10.2


  	

  Notices, Etc.


  
	

  10.3


  	

  No Waiver;

  Remedies


  





 




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  10.4


  	

  Costs; Expenses;

  Indemnities


  
	

  10.5


  	

  Right of Set-off


  
	

  10.6


  	

  Binding Effect


  
	

  10.7


  	

  Assignments and

  Participations


  
	

  10.8


  	

  Governing Law; Severability


  
	

  10.9


  	

  Submission

  to Jurisdiction; Service of Process; Judgment


  
	

  10.10


  	

  Section Titles


  
	

  10.11


  	

  Execution in Counterparts


  
	

  10.12


  	

  Entire

  Agreement


  
	

  10.13


  	

  Confidentiality


  
	

  10.14


  	

  Waiver

  of Jury Trial


  
	

  10.15


  	

  European Economic

  and Monetary Union


  





 




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SCHEDULES




 




	

  Schedule I


  	

  -


  	

  Revolving Credit

  Commitments


  
	

   


  	

   


  	

   


  
	

  Schedule I-A


  	

  -


  	

  Existing

  Term Loans, Existing Revolving Credit Loans and Existing Revolving Credit

  Commitments


  
	

   


  	

   


  	

   


  
	

  Schedule II


  	

  -


  	

  Applicable

  Lending Offices and Notice Addresses of Lenders


  
	

   


  	

   


  	

   


  
	

  Schedule III


  	

  -


  	

  Notice Addresses of

  Loan Parties


  
	

   


  	

   


  	

   


  
	

  Schedule IV


  	

  -


  	

  Projections


  
	

   


  	

   


  	

   


  
	

  Schedule 1.1-A


  	

  -


  	

  Intercompany Notes


  
	

   


  	

   


  	

   


  
	

  Schedule 1.1-B


  	

  -


  	

  Specified Leases


  
	

   


  	

   


  	

   


  
	

  Schedule 4.6


  	

  -


  	

  Litigation


  
	

   


  	

   


  	

   


  
	

  Schedule 4.8


  	

  -


  	

  Subsidiaries


  
	

   


  	

   


  	

   


  
	

  Schedule 4.9


  	

  -


  	

  ERISA


  
	

   


  	

   


  	

   


  
	

  Schedule 4.16


  	

  -


  	

  Labor Matters


  
	

   


  	

   


  	

   


  
	

  Schedule 4.19


  	

  -


  	

  Environmental

  Protection


  
	

   


  	

   


  	

   


  
	

  Schedule 4.22(a)


  	

  -


  	

  Owned Real Estate


  
	

   


  	

   


  	

   


  
	

  Schedule 4.22(b)


  	

  -


  	

  Leases


  
	

   


  	

   


  	

   


  
	

  Schedule 7.1


  	

  -


  	

  Existing Liens


  
	

   


  	

   


  	

   


  
	

  Schedule 7.2(a)


  	

  -


  	

  Permitted Existing

  Indebtedness


  





 




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EXHIBITS




 




	

  Exhibit A-1


  	

   


  	

  Form of Dutch Company

  Revolving Credit Note


  
	

  Exhibit A-2


  	

   


  	

  Form of Dutch Operating

  Co. Revolving Credit Note


  
	

  Exhibit A-3


  	

   


  	

  Form of U.K. Operating

  Co. Revolving Credit Note


  
	

  Exhibit A-4


  	

   


  	

  Form of U.S. Operating

  Co. Revolving Credit Note


  
	

  Exhibit B


  	

   


  	

  Form of Notice of

  Borrowing


  
	

  Exhibit C


  	

   


  	

  Form of Notice of

  Conversion or Continuation


  
	

  Exhibit D


  	

   


  	

  Form of Assignment and

  Acceptance


  
	

  Exhibit E


  	

   


  	

  Form of Domestic

  Mortgage


  
	

  Exhibit F


  	

   


  	

  Form of Domestic Pledge

  and Security Agreement


  
	

  Exhibit G


  	

   


  	

  Form of Domestic Subsidiary

  Guaranty


  
	

  Exhibit H


  	

   


  	

  Form of Borrowing Base

  Certificate


  
	

  Exhibit I


  	

   


  	

  Form of Letter of

  Process Agent


  
	

  Exhibit J


  	

   


  	

  Form of Opinion of

  Kirkland & Ellis


  
	

  Exhibit K


  	

   


  	

  Section 2.15(f)

  Certificate of a Lender


  
	

  Exhibit L


  	

   


  	

  Form of Letter of

  Credit Request


  
	

  Exhibit M


  	

   


  	

  Form of Second Domestic

  Consent Agreement


  
	

  Exhibit N


  	

   


  	

  Form of Third U.K.

  Consent Agreement


  





 




vii





























 




SECOND AMENDED AND

RESTATED CREDIT AGREEMENT, dated as of March 15, 2002, among EURAMAX

INTERNATIONAL, INC., a Delaware corporation (“Euramax U.S.”); EURAMAX

INTERNATIONAL HOLDINGS LIMITED, a company organized under the laws of England

and Wales (“Newco U.K.”) and a wholly owned, direct subsidiary of

Euramax U.S.; EURAMAX INTERNATIONAL LIMITED, a company organized under the laws

of England and Wales and a wholly owned, direct subsidiary of Newco U.K. (“Euramax”);

AMERIMAX U.K., INC. (f/k/a Amerimax Holdings, Inc.), a Delaware corporation (“Amerimax

U.K.”) and a wholly owned, direct subsidiary of Newco U.K.; EURAMAX

EUROPEAN HOLDINGS LIMITED, a company organized under the laws of England and

Wales (“U.K. Holdings”) and a wholly owned, direct subsidiary of

Euramax; EURAMAX EUROPE LIMITED, a company organized under the laws of

England and Wales (“U.K. Company”) and a wholly owned, direct

subsidiary of U.K. Holdings; EURAMAX HOLDINGS LIMITED, a company organized

under the laws of England and Wales (“U.K. Operating Co.”) and a wholly

owned, direct subsidiary of U.K. Company; EURAMAX CONTINENTAL LIMITED, a company

organized under the laws of England and Wales (“Newco U.K. II”) and

a wholly owned, direct subsidiary of Euramax; EURAMAX EUROPEAN HOLDINGS B.V., a

company organized under the laws of the Netherlands (“Dutch Holdings”)

and a wholly owned, direct subsidiary of Newco U.K. II; EURAMAX NETHERLANDS

B.V., a company organized under the laws of the Netherlands (“Dutch Company”)

and a wholly owned, direct subsidiary of Dutch Holdings; EURAMAX EUROPE B.V., a

company organized under the laws of the Netherlands (“Dutch Operating

Co.”) and a wholly owned, direct subsidiary of Dutch Company; AMERIMAX

FABRICATED PRODUCTS, INC., a Delaware corporation (“U.S. Operating Co.”)

and a wholly owned, direct subsidiary of Euramax U.S.; the Operating Company

Subsidiaries (as defined below); the financial institutions listed on the

signature pages hereof (each individually a “Lender” and collectively

the “Lenders”); BNP PARIBAS, acting through its New York branch (“BNP

Paribas”), as the issuer (in such capacity, together with its successors

and assigns, the “Issuer”) of the Letters of Credit (as defined below);

and BNP Paribas, as agent for the Lenders and the Issuer (in such capacity,

together with its successors and assigns, the “Agent”).




 




PRELIMINARY STATEMENTS




 




1.             (a) Dutch Company, U.K.

Operating Co., Dutch Operating Co., U.S. Operating Co. (Dutch Company, U.K.

Operating Co., Dutch Operating Co. and U.S. Operating Co. being individually a

“Borrower” and collectively the “Borrowers”), Euramax U.S., Newco

U.K., Euramax, U.K. Holdings, U.K. Company, Newco U.K. II, Dutch Holdings,

Amerimax U.K. and the Operating Company Subsidiaries party hereto and defined

in Section 1.1 of this Agreement (the entities referred to in this clause (a)

being the “Existing Credit Parties”), (b) the Lenders referred to

therein (the “Existing Lenders”) and (c) BNP Paribas, as the Issuer

referred to therein and as the Agent referred to therein (in such capacities,

the “Existing Issuer” and “Existing Agent”, respectively), are

parties to an Amended and Restated Credit Agreement, dated as of July 16,

1997 (as amended, supplemented or otherwise modified from time to time, the “Existing

Credit Agreement”).




 





























 




2.             Pursuant to the Existing Credit

Agreement, (a) U.S. Dollar Term A Loans (said term and each capitalized

term used below in this paragraph 2 being used herein as defined in the

Existing Credit Agreement unless otherwise defined in this paragraph 2), U.S.

Dollar Term B Loans, U.S. Dollar Term C Loans, U.S. Dollar

Term D Loans, U.K. Operating Co. Term Loans and Dutch Company Term Loans

in the principal amounts set forth on Schedule I–A hereto were

outstanding on the date hereof (the Loans referred to in this clause (a) being

collectively the “Existing Term Loans” and the Existing Lenders who have

made such Loans being the “Existing Term Loan Lenders”);

(b) Transaction Revolving Credit Loans in the principal amounts set forth

on Schedule I–A hereto were outstanding on the date hereof (the “Existing

Transaction Revolving Credit Loans”); (c) General Purpose Revolving

Credit Loans were from time to time outstanding (said Loans, together with the

Existing Transaction Revolving Credit Loans, being the “Existing Revolving

Credit Loans” and the Existing Lenders who have made such Loans being the “Existing

Revolver Lenders”); (d) Swing Loans were from time to time outstanding

(the “Existing Swing Loans”); and (e) each Revolving Credit Lender

agreed to make General Purpose Revolving Credit Loans from time to time and to

participate in Existing Swing Loans and in Letters of Credit issued from time

to time (the Letters of Credit outstanding on the date hereof being the “Existing

Letters of Credit”) in an aggregate amount not exceeding such Existing

Revolver Lender’s unused Revolving Credit Commitment, as set forth on Schedule

I–A hereto (the Revolving Credit Commitments of all Revolving Credit

Lenders, to the extent unused on the date hereof, being the “Existing

Revolving Credit Commitments”), or, if less, the amount provided for in

Sections 2.1, 2.19 and 2.20 of the Existing Credit Agreement (the Existing Term

Loans, the Existing Revolving Credit Loans and the Existing Swing Loans being

collectively the “Existing Loans” and the Notes evidencing any of the

Existing Loans or Existing Revolving Credit Commitments being the “Existing

Notes”).




 




3.             The Borrowers and the other

Existing Credit Parties have requested that the Existing Lenders, the Existing

Issuer and the Existing Agent amend and restate the Existing Credit Agreement

to, among other things, increase the Revolving Credit Commitments as set forth

on Schedule I hereto in order to (a) on the Effective Date, repay in full

in cash all outstanding Obligations with respect to the Existing Term Loans

(including, without limitation, all outstanding principal with respect thereto

and any and all accrued and unpaid interest thereon and any and all accrued and

unpaid fees, costs, expenses and other Obligations with respect thereto) (the “Existing

Term Loan Obligations”) and (b) after the Effective Date, provide

funds for the Borrowers to be used for working capital and other general

corporate purposes, and the Existing Lenders party hereto (the “Continuing

Lenders”), the Existing Issuer and the Existing Agent are willing to so

amend and restate the Existing Credit Agreement upon the terms and conditions

hereinafter set forth.




 




4.             Financial institutions party hereto

in addition to the Continuing Lenders (the “Additional Lenders”) have

agreed to provide Revolving Credit Commitments to the Borrowers as set forth on

Schedule I hereto to provide funds for the Borrowers to be used for working

capital and other general corporate purposes.




 




2





























 




5.             The Revolving Credit Lenders and

the Borrowers have agreed to increase the Revolving Credit Commitments from

$100,000,000 to $110,000,000 in the aggregate pursuant to Section 2.2 and

in accordance with Schedule I.




 




6.             It is the intent of the parties

hereto that this Agreement does not constitute a novation of the rights,

obligations and liabilities of the respective parties (including the

Obligations) existing under the Existing Credit Agreement or evidence payment

of all or any of such obligations and liabilities (other than the repayment in

full of the Existing Term Loans) and such rights, obligations and liabilities

shall continue and remain outstanding, and that this Agreement amends and

restates in its entirety the Existing Credit Agreement;




 




NOW,

THEREFORE, in consideration of the premises and the covenants and agreements

contained herein, subject to the terms and conditions hereinafter set forth,

the parties hereto hereby agree that, effective as of the Effective Date, the

Existing Credit Agreement is hereby amended and restated in its entirety to

read as follows:




 




ARTICLE I




 




DEFINITIONS AND ACCOUNTING

TERMS




 




1.1           Defined Terms. 

As used in this Agreement, the following terms have the following

meanings (such meanings to be equally applicable to both the singular and

plural forms of the terms defined):




 




“Accounts”

has the meaning assigned to that term in the Uniform Commercial Code as in

effect in the State of New York.




 




“Additional

Coated Products B.V. Security Agreement” means the Security Agreement,

dated as of July 16, 1997, executed by Coated Products B.V. and the Agent,

as the same may be amended, supplemented or otherwise modified from time to

time, in order to ensure that the Secured Parties shall have a Lien in the

Collateral covered by the Dutch Security Agreement, dated as of

September 25, 1996, executed by Coated Products B.V. and the Agent, as

security for all “Guarantied Obligations” of Coated Products B.V. (as defined

in the Existing Credit Agreement) and to secure the Guarantied Obligations of

Coated Products B.V. in respect of the Revolving Credit Loans that are in

excess of the aggregate Existing Revolving Credit Loans plus the Existing

Revolving Credit Commitments.




 




“Additional

Dutch Collateral Documents” means the Additional Dutch Company Pledge

Agreement, the Additional Dutch Holdings Stock and Debt Pledge Agreement, the

Additional Dutch Mortgage, the Additional Dutch Operating Co. Pledge Agreement,

the Additional Dutch Operating Co. Security Agreement and the Additional Coated

Products B.V. Security Agreement, each governed by the laws of the Netherlands.




 




“Additional

Dutch Company Pledge Agreement” means the pledge agreement, dated as of

July 16, 1997, executed by Dutch Company and the Agent and




 




3





























 




acknowledged

by Dutch Operating Co., as amended, supplemented or otherwise modified from

time to time, in order to ensure that the Secured Parties shall have a Lien in

the Collateral covered by the Dutch Company Pledge Agreement as security for

the “Company Obligations” and the “Guarantied Obligations” of Dutch Company (as

such terms are defined in the Existing Credit Agreement) and to secure the

Company Obligations and the Guarantied Obligations of Dutch Company in respect

of Revolving Credit Loans that are in excess of the aggregate Existing

Revolving Credit Loans plus Existing Revolving Credit Commitments.




 




“Additional

Dutch Holdings Stock and Debt Pledge Agreement” means the pledge agreement,

dated as of July 16, 1997, executed by Dutch Holdings and the Agent and

acknowledged by Dutch Company, as amended, supplemented or otherwise modified

from time to time, in order to ensure that the Secured Parties shall have a

Lien in the Collateral covered by the Dutch Holdings Stock and Debt Agreement

as security for all “Guarantied Obligations” of Dutch Holdings (as defined in

the Existing Credit Agreement) and to secure Dutch Holdings’ Guarantied

Obligations in respect of Revolving Credit Loans that are in excess of the

aggregate of the Existing Revolving Credit Loans plus the Existing Revolving

Credit Commitments.




 




“Additional

Dutch Mortgage” means the mortgage, dated as of July 16, 1997, between

Coated Products B.V. and the Agent, as amended, supplemented or otherwise

modified from time to time, in order to ensure that the Secured Parties shall

have a Lien in the Collateral covered by the Dutch Mortgage as security for all

“Guaranteed Obligations” of Coated Products B.V. and to secure the Guarantied

Obligations of Coated Products B.V. in respect of Revolving Credit Loans that

are in excess of the aggregate of the Existing Revolving Credit Loans plus the

Existing Revolving Credit Commitments.




 




“Additional

Dutch Operating Co. Pledge Agreement” means the Pledge Agreement, dated as

of July 16, 1997, executed by Dutch Operating Co. and the Agent and

acknowledged by Coated Products B.V., as amended, supplemented or otherwise

modified from time to time, in order to ensure that the Secured Parties shall

have a Lien in the Collateral covered by the Dutch Operating Co. Pledge

Agreement as security for the “Dutch Operating Co. Obligations” and all

“Guarantied Obligations” of Dutch Operating Co. (as such terms are defined in

the Existing Credit Agreement) and to secure the Dutch Operating Co.

Obligations and all Guarantied Obligations of Dutch Operating Co. in respect of

Revolving Credit Loans that are in excess of the aggregate of the Existing

Revolving Credit Loans plus the Existing Revolving Credit Commitments.




 




“Additional

Dutch Operating Co. Security Agreement” means the Security Agreement, dated

as of July 16, 1997, executed by Dutch Operating Co. and the Agent, as

amended, supplemented or otherwise modified from time to time, in order to

ensure that the Secured Parties shall have a Lien in the Collateral covered by

the Security Agreement, dated as of September 25, 1996, executed by Dutch

Operating Co. and the Agent, as security for the “Dutch Operating Co.

Obligations” and all “Guarantied Obligations” of Dutch Operating Co. (as such

terms are defined in the Existing Credit Agreement) and to secure the Dutch

Operating Co. Obligations and all Guarantied




 




4





























 




Obligations

of Dutch Operating Co. in respect of Revolving Credit Loans that are in excess

of the aggregate of the Existing Revolving Credit Loans plus the Existing

Revolving Credit Commitments.




 




“Additional Lenders”

has the meaning specified in the Preliminary Statements hereto.




 




“Additional

Newco U.K. II Pledge Agreement” means the Deed of Pledge, dated as of the

Effective Date, executed by Newco U.K. II in favor of the Agent, as amended,

supplemented or otherwise modified from time to time, pursuant to which Newco

U.K. II pledged to the Agent, for the ratable benefit of the Secured Parties,

the Collateral covered thereby, including the Stock of Dutch Holdings, to

secure the Guarantied Obligations of Newco U.K. II.




 




“AFC” means

Amerimax Finance Company, Inc., a Delaware corporation, which is a direct,

wholly owned Subsidiary of U.S. Operating Co.




 




“Affiliate”

means, as to any Person, any Subsidiary of such Person and any other Person

which, directly or indirectly, controls, is controlled by or is under common

control with such Person and includes each officer or director or general

partner of such Person, and each Person who is the beneficial owner of 10% or

more of any class of Voting Stock of such Person.  For the purposes of this definition, “control” means the

possession of the power to direct or cause the direction of management and

policies of such Person, whether through the ownership of voting securities, by

contract or otherwise.




 




“Agency

Agreement” means an agreement executed by BNP Paribas, as the U.K. Trustee

and the Agent, and one or more Currency Swap Parties and/or Commodity Hedge

Parties, as such agreement may be amended, supplemented or otherwise modified

from time to time, pursuant to which each such Currency Swap Party and

Commodity Hedge Party shall appoint the Agent and the U.K. Trustee to act on

such Currency Swap Party’s and/or Commodity Hedge Party’s behalf under the

Guaranties and Collateral Documents and agree to the other matters provided for

therein.




 




“Agent” has

the meaning specified in the preamble hereof.




 




“Agreement”

means this Second Amended and Restated Credit Agreement, together with all

Exhibits and Schedules hereto, as the same may be further amended, supplemented

or otherwise modified from time to time.




 




“Allowed Debt”

has the meaning specified in the definition of “Asset Sale Proceeds.”




 




“Alternative

Currency” means either British Currency or euros.




 




“Amerimax U.K.”

has the meaning specified in the preamble hereof.




 




5





























 




“Applicable

Base Rate Margin” means (a) 2.00% at all times during each Level I

Rate Period, (b) 1.75% at all times during each Level II Rate Period,

(c) 1.50% at all times during each Level III Rate Period, (d) 1.25% at

all times during each Level IV Rate Period and (e) 1.00% at all times

during each Level V Rate Period.




 




“Applicable

Eurocurrency Margin” means (a) 3.25% at all times during each Level I

Rate Period, (b) 3.00% at all times during each Level II Rate Period and

(c) 2.75% at all times during each Level III Rate Period, (d) 2.50%

at all times during each Level IV Rate Period and (e) 2.25% at all times

during each Level V Rate Period.




 




“Applicable

Governing Law” means (a) with respect to the Third U.K. Consent Agreement,

the U.K. Collateral Documents and the U.K. Guaranties, the laws of England and

Wales; (b) with respect to the Dutch Collateral Documents the laws of the

Netherlands; (c) with respect to the Domestic Collateral Documents, the

Domestic Guaranties, the Domestic Amendatory Agreement, the Domestic Consent

Agreement, the Second Domestic Consent Agreement, the Dutch Guaranties, the

U.K. Consent Agreement and the Second U.K. Consent Agreement, the laws of a

state within the United States of America, as specified therein; and

(d) with respect to the Dutch Holdings Share Pledge Agreement and the

Euramax Share Pledge Agreement, the laws of the Republic of France.




 




“Applicable

Lending Office” means, with respect to each Lender and the Issuer,

(a) in the case of any Lender, its Domestic Lending Office in the case of

a Base Rate Loan and its Eurocurrency Lending Office in the case of a

Eurocurrency Loan, and (b) in the case of the Issuer, its Domestic Lending

Office in the case of Letters of Credit issued for the account of U.S.

Operating Co. and its Eurocurrency Lending Office in the case of Letters of

Credit issued for the account of Dutch Operating Co. or U.K. Operating Co., in

each case as set forth on Schedule II.




 




“Approved

Deposit Account” has the meaning assigned to such term in the Domestic

Pledge and Security Agreements.




 




“Asset Sale”

means (a) any Disposition except (i) the sale by any Operating

Company or Operating Company Subsidiary of inventory in the ordinary course of

business or which has become obsolete, excess, slow moving or damaged, or

equipment or motor vehicles which have become obsolete, excess, damaged or slow

moving or are replaced or traded in or up in the ordinary course of business

and (ii) leases or sales of personal property (including sales, leases or

licenses of property of the type referred to in the definition of Intellectual

Property in the Domestic Pledge and Security Agreements) by an Operating

Company or Operating Company Subsidiary to an Operating Company or Operating

Company Subsidiary; provided that no such sale or lease shall be made by

U.S. Operating Co. to any such Person other than to its Subsidiaries or by any

such Subsidiaries other than to U.S. Operating Co. or another of U.S. Operating

Co.’s Subsidiaries and (b) any “Asset Disposition” as defined in the

Senior Subordinated Indenture.




 




6





























 




“Asset Sale

Proceeds” means (a) payments received by any Loan Party or any of its

Subsidiaries (including, without limitation, any payments received by way of

deferred payment of principal pursuant to a note or receivable or otherwise,

but only as and when received) from any Asset Sale (after repayment of any

Indebtedness other than the Loans secured by the asset subject of such Asset Sale

to the extent such Indebtedness is permitted hereunder and does not constitute

Senior Subordinated Notes or Intercompany Notes (“Allowed Debt”)), in

each case net of the amount of (i) brokers’ and advisors’ fees and

commissions payable in connection with such Asset Sale, other than to an

Affiliate of any Loan Party, (ii) all taxes (including all foreign,

federal, state and local taxes) payable as a direct consequence of such Asset

Sale (or such deferred payment), including, without limitation, in connection

with the payment of a dividend or the making of a distribution by a Subsidiary

of any Loan Party of such payments to such Loan Party or any other Subsidiary

of such Loan Party (including, without limitation, taxes withheld in connection

with the repatriation of such proceeds), net of any tax benefits derived in

respect of such dividend or distribution, (iii) the fees and expenses

attributable to such Asset Sale, to the extent not included in clause (i)

except to the extent payable to any Affiliate of any Loan Party and

(iv) any amount required to be paid to any Person (other than any Loan

Party and any of its Subsidiaries) owning a beneficial interest in the property

or assets sold; (b) any award of compensation for any asset or property or

group thereof taken by condemnation or eminent domain and insurance proceeds

for the loss of or damage to any asset or property if such award or proceeds

equals or exceeds $500,000 in the aggregate for all such occurrences and within

120 days after the receipt thereof replacement or repair of such asset or

property has not commenced (or binding commitments have not been entered into

therefor), except that in the event that at any time such replacement or repair

is abandoned or is otherwise discontinued or is not diligently pursued, the

remaining award or proceeds, as the case may be, shall constitute Asset Sale

Proceeds at such time; and (c) notwithstanding anything to the contrary

contained in clauses (a) or (b) above or in any other provision of this

Agreement or any other Loan Document, all payments received by any Loan Party

or any of its Subsidiaries from any Disposition, any issuance of Indebtedness

or any issuance of equity, in each case to the extent the same would be

required to be applied to any Senior Subordinated Notes or any other

Indebtedness, other than, in the case of any Disposition, any Allowed Debt and,

in the case of any Indebtedness issued for the purpose of refinancing other

Indebtedness, any refinancing of such other Indebtedness to the extent such refinancing

is permitted by Section 7.2.




 




“Assignment and

Acceptance” means an assignment and acceptance entered into by a Lender and

an Eligible Assignee, and accepted by the Agent, in substantially the form of

Exhibit D.




 




“Assumption

Agreement” means an assumption agreement duly executed by the Surviving

Party in a Proposed Merger (which Assumption Agreement shall constitute a Loan

Document) and in form and substance satisfactory to the Agent pursuant to which

such Surviving Party shall assume in writing each Foreign Collateral Document,

Guaranty, Note and other Loan Document to which the other Merger Party in such

Proposed Merger is a party.




 




7





























 




“Available

Credit” means, at any time with respect to the Revolving Credit Loans, the

Swing Loans and the Letters of Credit, an amount equal to (a) the lower of

(i) the then effective Revolving Credit Commitments of the Revolving

Credit Lenders and (ii) the Borrowing Base at such time, minus

(b) the aggregate principal amount of the Revolving Credit Loans and Swing

Loans outstanding at such time and the Letter of Credit Obligations outstanding

at such time.




 




“Available U.S.

Credit” means, with respect to Revolving Credit Loans requested to be made

at any time by U.S. Operating Co., Swing Loans requested to be made at any time

by U.S. Operating Co. and Letters of Credit issued for the account of U.S.

Operating Co. at any time, an amount equal to (a) the lower of

(i) the then effective Revolving Credit Commitments of the Revolving

Credit Lenders and (ii) the U.S. Borrowing Base at such time minus

(b) the aggregate principal amount of the Revolving Credit Loans made to

U.S. Operating Co. and Swing Loans outstanding at such time and the Letter of

Credit Obligations relating to Letters of Credit issued on behalf of U.S.

Operating Co. outstanding at such time.




 




“Bailee’s

Letter” means a letter in form

and substance acceptable to the Agent executed by any Person (other than a

Borrower or any Operating Company Subsidiary thereof) who is in possession of

Inventory on behalf of a Borrower or any Operating Company Subsidiary thereof

pursuant to which such Person acknowledges, among other things, the Agent’s

Lien with respect thereto.




 




“Bankruptcy

Event” has the meaning specified in Section 8.1.




 




“Base Rate”

means, for any period, a fluctuating interest rate per annum as shall be in

effect from time to time, which rate per annum shall be equal at all times to

the higher of:




 




(a)           the

rate of interest announced publicly by JP Morgan Chase Bank (or any successor

thereto) in New York, New York, from time to time, as its “Prime Commercial

Lending Rate”; and




 




(b)           the

sum (adjusted to the nearest 1/4 of one percent or, if there is no nearest 1/4

of one percent, to the next higher 1/4 of one percent) of (i) 1/2 of one

percent per annum plus (ii) the Federal Funds Rate.




 




“Base Rate Loan”

means any outstanding principal amount of the Dollar Loans of any Lender which

bears interest with reference to the Base Rate.




 




“Borrowers”

has the meaning specified in the Preliminary Statements hereto.




 




“Borrowing”

means a borrowing consisting of Loans made to the same Borrower on the same day

in the same currency by the Lenders ratably according to their respective

Commitments.




 




8





























 




“Borrowing Base”

means, at any time, (a) the sum of 85% of the Eligible Receivables at such

time, plus (b) 50% of the Eligible Inventory at such time plus

(c) the Capital Equipment Amount at such time, in each case

determined in the Dollar Equivalent thereof, less (d) Eligibility

Reserves.




 




“Borrowing Base

Certificate” means a consolidated certificate of all Loan Parties which

have granted a Lien on Collateral substantially in the form of Exhibit H.




 




“British

Currency” means pounds sterling, the lawful currency of the United Kingdom.




 




“Building

Products” means Amerimax Building Products, Inc., a Delaware corporation

which is a direct, wholly owned subsidiary of U.S. Operating Co.




 




“Business Day”

means a day of the year on which banks are not required or authorized to close

in New York City and, if the applicable Business Day relates to a Eurocurrency

Loan, a day on which dealings are also carried on in the London interbank

market and banks are open for business in London and in the country of issue of

the currency of such Eurocurrency Loan.




 




“Cap Ex

Carryover” has the meaning specified in Section 5.3.




 




“Capital

Expenditures” means, for any Person for any period, the aggregate of

(without duplication) (a) all expenditures by such Person and its

consolidated Subsidiaries, except interest capitalized during construction,

during such period for property, plant or equipment, including, without

limitation, renewals, improvements, replacements and capitalized repairs, that

would be reflected as additions to property, plant or equipment on a

consolidated balance sheet of such Person and its Subsidiaries prepared in

conformity with GAAP and (b) the principal amount of all Indebtedness

incurred or assumed in connection with any such additions to property, plant

and equipment in such period.  For the

purpose of this definition, the purchase price of equipment which is acquired

simultaneously with the trade–in of existing equipment owned by such

Person or any of its Subsidiaries or with insurance proceeds shall be included

in Capital Expenditures only to the extent of the gross amount of such purchase

price less the credit granted by the seller of such equipment being traded in

at such time or the amount of such proceeds, as the case may be.




 




“Capital Equipment

Amount” means Eligible Capital Equipment multiplied by the Eligible Capital

Equipment Percentage at any time; provided, however, that

(a) from the Effective Date through December 31, 2002, the Capital

Equipment Amount may not exceed $18,000,000, (b) from January 1, 2003

through December 31, 2003, the Capital Equipment Amount may not exceed

$12,000,000 and (c) from January 1, 2004 through December 31,

2004, the Capital Equipment Amount may not exceed $6,000,000.




 




“Capital

Financing Indebtedness” means all Indebtedness referred to in clause (b) of

the definition of Capital Expenditures, all Capitalized Lease Obligations and




 




9





























 




all

other Indebtedness (including purchase money Indebtedness) incurred solely for

the purpose of financing or refinancing the acquisition of assets or

properties.




 




“Capitalized

Lease” means, as to any Person, any lease of property by such Person as

lessee which would be capitalized on a balance sheet of such Person prepared in

conformity with GAAP.




 




“Capitalized

Lease Obligations” means, as to any Person, the capitalized amount of all

obligations of such Person or any of its Subsidiaries under Capitalized Leases,

as determined on a consolidated basis in conformity with GAAP.




 




“Cash Equivalents”

means any or all of the following, so long as they constitute Collateral and

have a maturity of not greater than 180 days from the date of issuance

thereof:  (a) readily marketable

direct obligations of, or fully and irrevocably guaranteed or insured by, the

United States government or any agency thereof or, in the case of the Foreign

Loan Parties and their Non–Domestic Subsidiaries, by their jurisdiction

of organization, (b) certificates of deposit, eurodollar time deposits,

overnight bank deposits and bankers’ acceptances of any Lender or a bank

meeting the requirements set forth in clauses (a) or (b) of the definition of

Eligible Assignee, (c) commercial paper of an issuer rated at least “A–1”

by Standard & Poor’s Rating Service or “P–1” by Moody’s Investors

Service, Inc., or carrying an equivalent rating by a nationally recognized

rating agency if both of the two named rating agencies cease publishing

ratings of investments, and (d) money market funds that invest primarily

in any of the foregoing Cash Equivalents.




 




“Cash Interest

Expense” means, for any Person for any period, the Net Interest Expense of

such Person for such period, plus (a) interest expense

capitalized during construction for such period to the extent deducted in the

determination of such Net Interest Expense less (b) Non–Cash

Interest Expense of such Person for such period.




 




“CERCLA”

means the Comprehensive Environmental Response, Compensation, and Liability

Act, 42 U.S.C. § 9601 et  seq.




 




“Change of

Control” means the occurrence of one or more of the following events with

respect to Euramax U.S. except as specified below:  (a) any sale, lease, exchange or other transfer (in one

transaction or a series of related transactions) of all or substantially all of

the assets of Euramax U.S. and its Subsidiaries to any person or Group,

together with any Affiliates of such Group; (b) the shareholders of

Euramax U.S. shall approve any plan or proposal for the liquidation or

dissolution of Euramax U.S. or, unless otherwise permitted pursuant to Section

7.5, any of its Subsidiaries; (c) prior to a registered initial public

offering (or the equivalent thereof under any foreign laws, including a

listing) of the Stock of Euramax U.S., CVC Europe and CVC U.S., together

with their respective Affiliates and employees and management of the Loan

Parties, shall cease to beneficially own (within the meaning of Rule 13d–3

under the Exchange Act) Stock of Euramax U.S. representing not less than

(i) 51% of the common stock of Euramax U.S. and (ii) 51% of the total

Voting Stock of Euramax U.S. (assuming conversion of all freely convertible

shares of any non–voting common stock into Voting




 




10





























 




Stock);

(d) after a registered initial public offering (or the equivalent thereof

under any foreign laws, including a listing) of the Stock of Euramax U.S., CVC

Europe and CVC U.S., together with their respective Affiliates and employees

and management of the Loan Parties, shall cease to beneficially own (within the

meaning of Rule 13d–3 under the Exchange Act) Stock of Euramax U.S.

representing (A) not less than 33–1/3% of the common stock of

Euramax U.S. and (B) not less than 33–1/3% of the total Voting Stock

of Euramax U.S.; (e) either (i) any Person (or group of Persons (as

such term is defined in the Exchange Act)), together with Affiliates

thereof and Persons owning directly or indirectly 5% or more of either the

Stock thereof or the combined voting power of the Voting Stock thereof, shall

beneficially own (within the meaning of Rule 13d–3 under the Exchange

Act) or own of record, a greater percentage of the common stock of Euramax U.S.

than CVC Europe and CVC U.S., together with their respective Affiliates and

employees and management of the Loan Parties, or (ii) any Person (or group

of Persons (as such term is defined in the Exchange Act)), together with

Affiliates thereof and Persons owning directly or indirectly 5% or more of

either the Stock thereof or the combined voting power of the Voting Stock

thereof, other than CVC Europe and CVC U.S., together with their respective

Affiliates and employees and management of the Loan Parties, shall beneficially

own or own of record 40% or more of the voting power of the outstanding Voting

Stock of Euramax U.S.; (f) any Person other than CVC Europe or CVC U.S.

shall own, beneficially or of record, more than 50% of the Stock of Euramax

U.S.; (g) any Person other than a Loan Party shall be or become an ERISA

Affiliate or Tax Affiliate of Euramax U.S.; (h) Euramax U.S. shall be or

become a Subsidiary of any Person other than CVC Europe or CVC U.S.; or

(i) a “Change of Control” as defined in any Senior Subordinated Debt

Document, in the organizational documents of Euramax U.S. or in any document or

certificate relating to any Stock or Stock Equivalents of Euramax U.S. shall

occur.




 




“Charges”

has the meaning specified in Section 2.9(e).




 




“Chief

Financial Officer” and “chief financial officer” each mean, as to

Euramax, its chief financial officer.




 




“Coated

Products B.V.” means Euramax Coated Products B.V., a company organized

under the laws of the Netherlands and a direct, wholly owned Subsidiary of

Dutch Operating Co.




 




“Coated

Products U.K.” means Euramax Coated Products Limited, a company organized

under the laws of England and Wales and a direct, wholly owned Subsidiary

of U.K. Operating Co.




 




“Coated

Products U.S.” means Amerimax Coated Products, Inc., a Delaware corporation

and a direct, wholly owned Subsidiary of Building Products.




 




“Code”

means the Internal Revenue Code of 1986 (or any successor legislation thereto),

as amended from time to time.




 




11





























 




“Collateral”

means all property and interests in property and proceeds thereof now

owned or hereafter acquired by any Loan Party in or upon which a Lien is

granted under any of the Collateral Documents.




 




“Collateral

Agent” means, in such capacity, Wachovia Bank, N.A., together with its

successors and assigns.




 




“Collateral

Documents” means the Domestic Collateral Documents, the Foreign Collateral

Documents and any other document executed and delivered by a Loan Party

granting a Lien on any of its property to secure payment of any of the

Obligations or Guarantied Obligations.




 




“Commencement

of the third stage of EMU” means January 1, 1999.




 




“Commodity

Hedge Contracts” means non–speculative commodity options or other

commodity hedging contracts used to hedge against fluctuations in revenues and

costs in the ordinary course of business.




 




“Commodity

Hedge Party” means any Lender, the Agent or any Affiliate of the Agent, in

each case in its capacity as a party to any Commodity Hedge Contract with a

Loan Party.




 




“Company

Obligations” means the Loans and all other advances, debts, liabilities,

obligations, covenants and duties owing by any Loan Party to the Agent, the

U.K. Trustee, any Lender, the Issuer, any Affiliate of any of them, any

Indemnitee or any Currency Swap Party and/or Commodity Hedge Party that has

executed the Agency Agreement, of every type and description, present or

future, whether or not evidenced by any note, guaranty or other instrument,

arising under this Agreement or under any other Loan Document, whether or not

for the payment of money, loan, guaranty, indemnification, foreign exchange

transaction, Currency Contract, Interest Rate Contract, Commodity Hedge

Contract or in any other manner, whether direct or indirect (including, without

limitation, those acquired by assignment), absolute or contingent, due or to

become due, now existing or hereafter arising and however acquired, but

excluding the Excluded U.S. Liabilities and excluding any of the foregoing

owing to the Agent or a Lender (or any Affiliate of the Agent or any Lender)

solely in its capacity as a holder of any equity of Euramax U.S. or any Senior

Subordinated Notes.  The term “Company

Obligations” includes, without limitation, all interest, charges, expenses,

fees, attorneys’ fees and disbursements and any other sum chargeable to any

Loan Party under this Agreement or any other Loan Document, but excluding the

Excluded U.S. Liabilities.




 




“Contingent

Obligation” means, as applied to any Person, any direct or indirect

liability, contingent or otherwise, of such Person with respect to any

Indebtedness or Contractual Obligation of another Person, if the purpose or

intent of such Person in incurring the Contingent Obligation is to provide

assurance to the obligee of such Indebtedness or Contractual Obligation that

such Indebtedness or Contractual Obligation will be paid or discharged, or that

any agreement relating thereto will be complied with, or that any holder of

such Indebtedness or Contractual Obligation will be




 




12





























 




protected

(in whole or in part) against loss in respect thereof.  Contingent Obligations of a Person include, without

limitation, (a) the direct or indirect guarantee, endorsement (other than

for collection or deposit in the ordinary course of business), co–making,

discounting with recourse or sale with recourse by such Person of an obligation

of another Person, (b) any liability of such Person for an obligation of

another Person through any agreement (contingent or otherwise) (i) to

purchase, repurchase or otherwise acquire such obligation or any security

therefor, or to provide funds for the payment or discharge of such obligation

(whether in the form of a loan, advance, stock purchase, capital contribution

or otherwise), (ii) to maintain the solvency or any balance sheet item,

level of income or financial condition of another Person, (iii) to make

take–or–pay or similar payments, if required, regardless of non–performance

by any other party or parties to an agreement, (iv) to purchase, sell or

lease (as lessor or lessee) property, or to purchase or sell services,

primarily for the purpose of enabling the debtor to make payment of such

obligation or to assure the holder of such obligation against loss, or

(v) to supply funds to or in any other manner invest in such other Person

(including, without limitation, to pay for property or services irrespective of

whether such property is received or such services are rendered), if in the

case of any agreement described under subclause (i), (ii), (iii), (iv) or (v)

of this sentence the primary purpose or intent thereof is as described in the

preceding sentence, and (c) any “Guaranty” as defined in any Subordinated

Debt Agreement.  The amount of any

Contingent Obligation shall be equal to the amount of the obligation so

guaranteed or otherwise supported.




 




“Continuing

Lenders” has the meaning specified in the Preliminary Statements hereto.




 




“Contract”

means any contract, agreement, undertaking, indenture, note, bond, loan,

instrument, lease, conditional sales contract, mortgage, deed of trust,

license, franchise, insurance policy, commitment or other arrangement.




 




“Contractual Obligation”

of any Person means any obligation, agreement, undertaking or similar provision

of any security issued by such Person or of any Contract (excluding a Loan

Document) to which such Person is a party or by which it or any of its property

is bound or to which any of its properties is subject.




 




“Control

Account Agreement” has the meaning assigned to such term in the Domestic

Pledge and Security Agreements.




 




“Costs”

means the costs, fees and expenses relating to this Agreement, the other Loan

Documents or the transactions contemplated hereby or thereby.




 




“Counterparties”

has the meaning specified in the Agency Agreement.




 




“Covenant

Obligation” has the meaning specified in Section 2.20(a).




 




“Currency

Contract” means a currency swap agreement, currency cap agreement or

currency collar agreement entered into to provide protection against currency

fluctuations with respect to amounts owing on any Indebtedness.




 




13





























 




“Currency Swap

Party” means any Lender, the Agent or any Affiliate of the Agent, in each

case in its capacity as a party to any Currency Contract with a Loan Party.




 




“CVC Europe”

means CVC European Equity Limited, a Jersey, Channel Islands company which is

(a) a direct, wholly owned Subsidiary of CVC Capital Partners Europe

Limited, a Jersey, Channel Islands company owned by individuals, and

(b) the general partner of each of CVC European Equity Partners, L.P., a

Delaware limited partnership, and CVC European Equity Partners (Jersey), L.P.,

a Jersey, Channel Islands limited partnership. 

As used in this Agreement, the term “CVC Europe” shall mean,

collectively, CVC European Equity Limited and each of the entities listed in

clause (b) above.




 




“CVC U.S.”

means Citicorp Venture Capital, Ltd., a New York corporation.




 




“Default”

means any event which with the passing of time or the giving of notice or both

would become an Event of Default.




 




“Deposit

Account Bank” has the meaning assigned to such term in the Domestic Pledge

and Security Agreements.




 




“Deposit Account

Control Agreement” has the meaning assigned to such term in the Domestic

Pledge and Security Agreements.




 




“Designated

Obligations” shall mean all Obligations of the Borrowers in respect of

(a) principal of, and interest on, the Loans, (b) the Letter of

Credit Obligations and (c) fees, whether or not the same shall at the time

of any determination be due and payable under the terms of the Loan Documents.




 




“Disposition”

means any sale, conveyance, transfer, assignment, license, lease or other

disposition (including, without limitation, by merger or consolidation, and by

condemnation, eminent domain, loss, damage, or destruction, and whether by

operation of law or otherwise) by Euramax U.S. or any of its Subsidiaries to

any Person of any Stock of any of its Subsidiaries, any Stock Equivalents of

any of its Subsidiaries or any other asset or property.




 




“DOL” means

the United States Department of Labor, or any successor thereto.




 




“Dollar

Equivalent” has the meaning specified in Section 2.16(c).




 




“Dollar Loan”

means at any time a Loan denominated in Dollars at such time.




 




“Dollars”

and the sign “$” each mean the lawful money of the United States of America.




 




14





























 




“Domestic

Collateral Documents” means the Domestic Pledge and Security Agreements,

the Domestic Mortgages, the Domestic Leasehold Mortgages, the Domestic

Amendatory Agreement, the Domestic Consent Agreement, the Second Domestic

Consent Agreement, the U.K. Consent Agreement, the Second U.K. Consent Agreement,

the Blocked Account Letters (as defined in the Existing Credit Agreement); the

Deposit Account Control Agreements, and the Control Account Agreements (if

any), each governed by the laws of a state within the United States of America,

and any other document executed by Euramax U.S. or a Domestic Subsidiary

thereof and governed by the laws of a state within the United States of America

pursuant to which Euramax U.S. or such Subsidiary shall pledge, mortgage or

grant any Lien to secure any of the Obligations or any of its Guarantied

Obligations, as such other document may be amended, supplemented or otherwise

modified from time to time.




 




“Domestic

Amendatory Agreement” means the Domestic Amendatory Agreement, dated as of

July 16, 1997, among the Loan Parties, the U.K. Trustee, the Agent and BNP

Paribas, as the sole Swap Currency Party.




 




“Domestic

Consent Agreement” means the Domestic Consent Agreement, dated as of April

10, 2000 among the Loan Parties party thereto, the U.K. Trustee, the Agent and

BNP Paribas, as sole Currency Swap Party.




 




“Domestic

Guaranties” means the Euramax U.S. Guaranty, the U.S. Holdings Guaranty,

the U.S. Operating Co. Guaranty, and each of the Domestic Subsidiary

Guaranties, each governed by the Applicable Governing Law.




 




“Domestic

Leasehold Mortgage” means each of the separate leasehold mortgages or

leasehold deeds of trust (if any), made on or after the Effective Date by any

Domestic Loan Party, each in substantially the same form as the Domestic

Mortgages, but subject to such revisions as are appropriate for, or as the

Agent shall reasonably deem applicable to, a mortgage, deed of trust or other

security instrument encumbering a leasehold estate, as each such Domestic

Leasehold Mortgage may be amended, supplemented or otherwise modified from time

to time, pursuant to which such Domestic Loan Party shall mortgage any Lease to

secure (a) such Domestic Loan Party’s Guarantied Obligations and

(b) all Obligations.




 




“Domestic

Lending Office” means, with respect to any Lender or the Issuer,

(a) in the case of any Lender, the office of such Lender specified as its

“Domestic Lending Office” opposite its name on Schedule II, (b) in the

case of the Issuer with respect to Letters of Credit issued for the account of

U.S. Operating Co., the same office of the Issuer as is specified as its

“Domestic Lending Office” opposite the Issuer’s name on Schedule II, and

(c) in the case of each Lender and the Issuer, such other office of such

Lender or the Issuer as such Lender or the Issuer may from time to time specify

to the Borrowers and the Agent.




 




“Domestic Loan

Party” means Euramax U.S. and each Domestic Subsidiary of Euramax U.S.,

including U.S. Operating Co. and each Operating Company Subsidiary thereof.




 




15





























 




“Domestic

Mortgage” means each of the separate mortgages and deeds of trust for the

parcels of Real Estate referred to therein made by a Domestic Loan Party

pursuant to the Existing Credit Agreement or this Agreement, and the mortgages

and deeds of trust for the parcels of Real Estate referred to therein made on

or after the Effective Date by a Domestic Loan Party, each in substantially the

form of Exhibit E, as any such Domestic Mortgages may be amended,

supplemented or otherwise modified from time to time, pursuant to which such

Domestic Loan Party shall mortgage such Real Estate to secure (a) such

Domestic Loan Party’s Guarantied Obligations and (b) all Obligations.




 




“Domestic

Pension Plans” means all Plans which are Pension Plans.




 




“Domestic Pledge

and Security Agreements” means the Amended and Restated Pledge and Security

Agreement, dated as of the Effective Date, as amended, supplemented or

otherwise modified from time to time, entered into by Euramax U.S. and each of

the Domestic Loan Parties that are Existing Credit Parties, made by Euramax

U.S. and such Domestic Loan Parties in favor of the Agent, substantially in the

Form of Exhibit F hereto, and each of the other Pledge and Security Agreements

entered into by each of the Domestic Loan Parties who are Existing Credit

Parties, made by such Domestic Loan Parties in favor of the Agent, and each of

the separate agreements, each in substantially the form of Exhibit F hereto,

executed on or after the Effective Date by any Domestic Loan Party, each as

amended, supplemented or otherwise modified from time to time, pursuant to

which each such Domestic Loan Party shall grant a Lien to the Agent, for the

ratable benefit of the Secured Parties, in the Collateral covered thereby to

secure (a) its Guarantied Obligations and (b) all Obligations.




 




“Domestic

Subsidiary” means, as to any Person, each Subsidiary of such Person

organized under the laws of a state of the United States of America.




 




“Domestic

Subsidiary Guaranty” means each Guaranty, substantially in the form of

Exhibit G, executed by each Domestic Subsidiary of U.S. Operating Co. in favor

of the Guarantied Parties, as amended, supplemented or otherwise modified from

time to time, pursuant to which each such Domestic Subsidiary has

unconditionally guarantied its Guarantied Obligations.




 




“Dutch

Collateral Documents” means each Dutch Security Agreement, the Additional

Dutch Collateral Documents, the Further Additional Dutch Collateral Documents,

the Dutch Company Pledge Agreement, the Dutch Holdings Stock and Debt Pledge

Agreement, the Dutch Operating Co. Pledge Agreement, the Newco U.K. II Pledge

Agreement, the Additional Newco U.K. II Pledge Agreement and the Dutch

Mortgages, each governed by the laws of the Netherlands, and any other document

executed by Newco U.K. II or Dutch Holdings or a Subsidiary of Dutch Holdings

and governed by the laws of the Netherlands pursuant to which Newco U.K. II,

Dutch Holdings or such Subsidiary has pledged, mortgaged or granted a Lien to

secure any of the Obligations (to the extent specified therein) or its

Guarantied Obligations, as such other document may be amended, supplemented or

otherwise modified from time to time.




 




16





























 




“Dutch Company”

has the meaning specified in the preamble hereof.




 




“Dutch Company

Guaranty” means the Dutch Company Guaranty, dated as of September 25,

1996, executed by Dutch Company in favor of the Guarantied Parties, as amended,

supplemented or otherwise modified from time to time, pursuant to which Dutch

Company unconditionally guarantied its Guarantied Obligations.




 




“Dutch Company

Pledge Agreement” means the Dutch Company Pledge Agreement, dated as of

September 25, 1996, executed by Dutch Company and the Agent and

acknowledged by Dutch Operating Co., as amended, supplemented or otherwise

modified from time to time, pursuant to which Dutch Company pledged to the

Agent, for the ratable benefit of the Secured Parties, the Collateral covered

thereby, including the Stock of Dutch Operating Co., to secure all Company

Obligations and Dutch Company’s Guarantied Obligations in each case in respect

of the Existing Loans.




 




“Dutch Company

Revolving Credit Note” means a promissory note of Dutch Company payable to

the order of any Revolving Credit Lender, in substantially the form of Exhibit

A–1, evidencing the Indebtedness of Dutch Company to such Revolving

Credit Lender resulting from the Revolving Credit Loans (including such

Lender’s Existing Revolving Credit Loans made to Dutch Company, if any) made

from time to time by such Revolving Credit Lender to Dutch Company, which

promissory note replaces the Existing Note of such Lender evidencing said

Existing Revolving Credit Loans.




 




“Dutch

Guaranties” means the Dutch Holdings Guaranty, the Dutch Company Guaranty,

the Dutch Operating Co. Guaranty, and the Dutch Subsidiary Guaranties, each

governed by the Applicable Governing Law.




 




“Dutch Holdings”

has the meaning specified in the preamble hereof.




 




“Dutch Holdings

Guaranty” means the Dutch Holdings Guaranty, dated as of September 25,

1996, executed by Dutch Holdings in favor of the Guarantied Parties, as

amended, supplemented or otherwise modified from time to time, pursuant to

which Dutch Holdings has unconditionally guarantied its Guarantied Obligations.




 




“Dutch Holdings

Share Pledge Agreement” means the Share Pledge Agreement, dated as of the

Effective Date, executed by Dutch Holdings, French Operating Co. and the Agent,

as such document may be amended, supplemented or otherwise modified from time

to time, pursuant to which Dutch Holdings pledged to the Agent, for the ratable

benefit of the Secured Parties, the Collateral covered thereby, including 74.2%

of the Stock of French Operating Co., to secure the Guarantied Obligations of

Dutch Holdings.




 




“Dutch Holdings

Stock and Debt Pledge Agreement” means the Dutch Holdings Stock and Debt

Pledge Agreement, dated as of September 25, 1996, executed by Dutch

Holdings and the Agent and acknowledged by Dutch Company, as amended,

supplemented or otherwise modified from time to time, pursuant to which Dutch

Holdings pledged to the Agent, for the ratable benefit of the Secured Parties,

the




 




17





























 




Collateral

covered thereby, including the Stock of Dutch Company and the Intercompany

Notes made by Dutch Company, to secure Dutch Holdings’ Guarantied Obligations.




 




“Dutch Loan

Party” has the meaning specified in Section 2.20(a).




 




“Dutch Mortgage”

means the mortgage, dated as of September 25, 1996, as amended,

supplemented or otherwise modified from time to time, between Coated Products

B.V. and the Agent, pursuant to which Coated Products B.V. has granted to the

Agent, for the ratable benefit of the Secured Parties, a Lien on the Real

Estate covered thereby to secure all Guarantied Obligations of Coated Products

B.V., and each other mortgage between Dutch Operating Co. or a Subsidiary

thereof and the Agent, in form and substance satisfactory to the Lenders,

granting a Lien to the Agent, for the ratable benefit of the Secured Parties,

on Real Estate owned by Dutch Operating Co. or such Subsidiary, to secure, in

the case of Dutch Operating Co., the Dutch Operating Co. Obligations and all

Guarantied Obligations of Dutch Operating Co. and to secure, in the case of

such Subsidiary, such Subsidiary’s Guarantied Obligations, as any of the

foregoing may be amended, supplemented or otherwise modified from time to time.




 




“Dutch

Operating Co.” has the meaning specified in the preamble hereof.




 




“Dutch

Operating Co. Guaranty” means the Guaranty, dated as of September 25,

1996, executed by Dutch Operating Co. in favor of the Guarantied Parties, as

amended, supplemented or otherwise modified from time to time, pursuant to

which Dutch Operating Co. has unconditionally guarantied its Guarantied

Obligations.




 




“Dutch

Operating Co. Obligations” means the Loans and all other advances made to,

debts, liabilities and obligations of, covenants agreed to by, and duties owing

by, any Loan Party to the Agent, any Lender, the Issuer, any Affiliate of any

of them, any Indemnitee or any Currency Swap Party and/or Commodity Hedge Party

that has executed the Agency Agreement, of every type and description, present

or future, whether or not evidenced by any note, guaranty or other instrument,

arising under this Agreement or under any other Loan Document, whether or not

for the payment of money, loan, guaranty, indemnification, foreign exchange

transaction, Currency Contract, Interest Rate Contract, Commodity Hedge

Contract or in any other manner, whether direct or indirect (including, without

limitation, those acquired by assignment), absolute or contingent, due or to

become due, now existing or hereafter arising and however acquired, and

including, without limitation, all interest, charges, expenses, fees,

attorneys’ fees and disbursements and any other sum chargeable to any Loan

Party under this Agreement or any other Loan Document, excluding in each such

case (i) the Excluded U.S. Liabilities and (ii) any of the foregoing owing

to the Agent or a Lender (or any Affiliate of the Agent or any Lender) solely

in its capacity as a holder of any equity of Euramax U.S. or any Senior

Subordinated Notes.




 




“Dutch

Operating Co. Pledge Agreement” means the Pledge Agreement, dated as of

September 25, 1996, executed by Dutch Operating Co. and the Agent and

acknowledged by Coated Products B.V., pursuant to which Dutch Operating

Co. has pledged to the Agent, for the ratable benefit of the Secured Parties,

the Collateral covered




 




18





























 




thereby,

including the Stock of Coated Products B.V., to secure the Dutch Operating Co.

Obligations and all Guarantied Obligations of Dutch Operating Co., as amended,

supplemented or otherwise modified from time to time.




 




“Dutch

Operating Co. Revolving Credit Note” means a promissory note of Dutch

Operating Co. payable to the order of any Revolving Credit Lender, in

substantially the form of Exhibit A–2, evidencing the aggregate

Indebtedness of Dutch Operating Co. to such Revolving Credit Lender resulting

from the Revolving Credit Loans made from time to time by such Revolving Credit

Lender to Dutch Operating Co., which promissory note replaces the Existing Note

of such Lender.




 




“Dutch Security

Agreement” means each of the Security Agreements, dated as of

September 25, 1996, executed by Dutch Operating Co. and the Agent and the

Security Agreement, dated as of September 25, 1996, executed by Coated

Products B.V. and the Agent, as the same may be amended, supplemented or

otherwise modified from time to time, pursuant to which Dutch Operating Co. and

Coated Products B.V. have respectively granted to the Agent, for the ratable

benefit of the Secured Parties, a Lien on the personal property owned by such

Loan Party to secure, in the case of Dutch Operating Co., the Dutch Operating Co.

Obligations and all Guarantied Obligations of Dutch Operating Co., and in the

case of Coated Products B.V., the Guarantied Obligations of Coated Products

B.V., and each other security agreement executed by Dutch Operating Co. or a

Subsidiary thereof and by the Agent, each in form and substance satisfactory to

the Lenders, pursuant to which Dutch Operating Co. or such Subsidiary shall

grant a Lien to the Agent, for the ratable benefit of the Secured Parties, on

personal property owned by Dutch Operating Co. or such Subsidiary to secure, in

the case of Dutch Operating Co., the Dutch Operating Co. Obligations and all

Guarantied Obligations of Dutch Operating Co. and to secure, in the case of

such Subsidiary, its Guarantied Obligations, as any such agreement may be

amended, supplemented or otherwise modified from time to time.




 




“Dutch

Subsidiary Guaranty” means the Guaranty, dated as of September 25,

1996, executed by Coated Products B.V. in favor of the Guarantied Parties, and

each other Guaranty, each in form and substance satisfactory to the Lenders,

executed by a Subsidiary of Dutch Operating Co. in favor of the Guarantied

Parties, pursuant to which such Subsidiary unconditionally guarantied its

Guarantied Obligations, as any such Guaranty may be amended, supplemented or

otherwise modified from time to time.




 




“EBITDA”

means, for any Person for any period, the Net Income (Loss) of such Person,

including the pro forma Net Income (Loss) of any other Person acquired by such

Person or a Subsidiary of such Person, for such period taken as a single

accounting period, plus, without duplication, (a) the sum of the

following amounts of such Person and its Subsidiaries (including the sum of the

following amounts on a pro forma basis of any Person acquired by such Person or

a Subsidiary of such Person) for such period determined on a consolidated basis

in conformity with GAAP to the extent included in the determination of such Net

Income (Loss):  (i) depreciation

expense, (ii) amortization expense, (iii) Net Interest Expense,

(iv) income tax expense, (v) write-offs of goodwill as required by

GAAP, (vi) non-cash charges relating to the mark-to-




 




19





























 




market

of derivative instruments as required by FAS 133, (vii) non-cash charges

relating to write-downs of long-lived assets due to impairment as required by

FASB 121, (viii) unrealized losses resulting from changes in foreign exchange

rates used to convert debt from its stated currency to the local currency of

the debtor and (ix) extraordinary losses (and other losses on Asset Sales not

otherwise included in extraordinary losses determined on a consolidated basis

in conformity with GAAP); less (b) the sum of the following amounts

of such Person and its Subsidiaries determined on a consolidated basis in

conformity with GAAP to the extent included in the determination of such Net

Income (Loss):  (i) unrealized

gains resulting from changes in foreign exchange rates used to convert debt

from its stated currency to the local currency of the debtor,

(ii) extraordinary gains (and other gains on Asset Sales not otherwise

included in extraordinary gains determined on a consolidated basis in

conformity with GAAP) and (iii) the Net Income (Loss) of any other Person

that is accounted for by the equity method of accounting except to the extent

of the amount of dividends or distributions paid to such Person.




 




“Effective Date”

has the meaning specified in Section 3.1.




 




“Eligibility

Reserves” means, effective as of two Business Days after the date of written

notice of any determination thereof to the Borrowers by the Agent and the

Collateral Agent, such amounts as the Agent and the Collateral Agent may from

time to time reasonably establish, after consultation with the Borrowers (provided

that if the Agent and the Collateral Agent cannot agree on such amounts, such

amounts shall be determined by the Majority Lenders) against the gross amounts

of Eligible Receivables, Eligible Inventory and Eligible Capital Equipment to

reflect risks or contingencies arising after the Effective Date which may

affect any one or class of such items and which have not already been taken

into account in the calculation of the Borrowing Base or the U.S. Borrowing

Base, as the case may be.




 




“Eligible

Assignee” means (a) a commercial bank organized under the laws of the

United States, or any State thereof, and having total assets in excess of

$5,000,000,000; (b) a commercial bank organized under the laws of any

other country which is a member of the OECD, or a political subdivision of any

such country, and having total assets in excess of $5,000,000,000, provided

that such bank is acting through a branch or agency located in the country in

which it is organized or another country which is also a member of the OECD or

the Cayman Islands; (c) the central bank of any country which is a member

of the OECD; (d) an insurance company organized under the laws of the

United States, or any State thereof, and having total assets in excess of

$5,000,000,000; (e) any Lender; (f) any Affiliate of any Lender

(other than any such Affiliate who is an Affiliate of such Lender solely by

reason of such Lender being the beneficial owner of more than 10% (but less

than 50%) of any class of Voting Stock of such Affiliate) and (g) any

other financial institution approved by the Agent.




 




“Eligible

Capital Equipment” means any Equipment owned by any Borrower or any

Operating Company Subsidiary thereof free and clear of all Liens (other than

Liens in favor of the Secured Parties securing the Obligations) other than the

following:




 




20





























 




(a)           Equipment that is, in any Borrower’s

or such Borrower’s Operating Company Subsidiary’s good faith opinion consistent

with past practices, obsolete, unusable or otherwise unavailable for sale;




 




(b)           Equipment consisting of fixtures and

leasehold improvements;




 




(c)           Equipment with respect to which the

representations and warranties set forth in the Domestic Pledge and Security

Agreements applicable to Equipment are not true and correct;




 




(d)           Equipment that fails to meet all

standards imposed by any governmental agency, or department or division

thereof, having regulatory authority over such Equipment or its use or sale;




 




(e)           Equipment that is subject to any

leasing or other similar agreement with any third party;




 




(f)            Equipment that is not in the

possession of or under the sole control of a Borrower or any Operating Company

Subsidiary thereof; and




 




(g)           Equipment in respect of which the

Domestic Pledge and Security Agreements and Foreign Collateral Documents, after

giving effect to the related filings of financing statements, or other filings

required to perfect security interests thereunder under local law, that have

then been made, if any, does not or has ceased to create a valid and perfected

first priority security interest and lien in favor of the Secured Parties

securing the Obligations.




 




The

value of such Eligible Capital Equipment shall be its net book value determined

in accordance with GAAP and the Dollar Equivalent thereof in the case of any

book value recorded in an Alternative Currency.




 




“Eligible

Capital Equipment Percentage” means:




 




(a)           From the Effective Date through

December 31, 2002, 20.00%;




 




(b)           From January 1, 2003 through

December 31, 2003, 13.33%;




 




(c)           From January 1, 2004 through

December 31, 2004, 6.67%; and




 




(d)           From January 1, 2005 through

June 30, 2005, 0.00%.




 




“Eligible

Inventory” means any Inventory owned by any Borrower or any Operating

Company Subsidiary thereof free and clear of all Liens (other than Liens in favor

of the Secured Parties securing the Obligations) other than the following:




 




(a)           Inventory consisting of “perishable

agricultural commodities” within the meaning of the Perishable Agricultural

Commodities Act of 1930, as amended,




 




21





























 




and the

regulations thereunder, or on which a Lien has arisen or may arise in favor of

agricultural producers under comparable state or local laws;




 




(b)           Inventory located on leaseholds or in

warehouses or with suppliers as to which no Landlord Waiver or Bailee’s Letter

has been executed and is in effect; provided that in the case of

Inventory located at a leased premises, no such Landlord Waiver or Bailee’s

Letter shall be required for any such Inventory if an Eligibility Reserve (not

to exceed the greater of (x) three-months’ rent payable with respect to such

premises and (y) the actual past-due rent and other charges payable with

respect to such premises) satisfactory to the Agent and the Collateral Agent

shall have been established with respect thereto; provided that if the

Agent and the Collateral Agent cannot agree on such an Eligibility Reserve,

such Eligibility Reserve shall be determined by the Majority Lenders;




 




(c)           Inventory that in any Borrower’s or

any Borrower’s Operating Company Subsidiary’s good faith opinion, obsolete,

unusable or otherwise unavailable for sale in the ordinary course of business

of such Borrower or any such Operating Company Subsidiary; provided that

any finished-goods Inventory older than 12 months old shall not be Eligible

Inventory;




 




(d)           Inventory with respect to which the

representations and warranties set forth in the Domestic Pledge and Security

Agreements applicable to Inventory are not true and correct;




 




(e)           Inventory consisting of promotional,

marketing, packaging or shipping materials (other than generic packaging and

shipping materials acceptable to the Agent and the Collateral Agent in their

reasonable discretion (provided that if the Agent and the Collateral

Agent cannot agree on acceptability, what is acceptable shall be determined by

the Majority Lenders)) and supplies;




 




(f)            Inventory that fails to meet all

standards imposed by any Governmental Authority having regulatory authority

over such Inventory or its use or sale;




 




(g)           Inventory that is subject to any

licensing, patent, royalty, trademark, trade name or copyright agreement with

any third party from whom any Borrower or any Operating Company Subsidiary

thereof has received notice of a dispute in respect of any such agreement or that

materially limits or restricts such Borrower’s or such Operating Company’s or

the Agent’s right to sell or otherwise dispose of such Inventory;




 




(h)           Inventory that is not in the

possession of or under the sole control of any Borrower or any Operating Company

Subsidiary thereof (other than Inventory described in clause (b) above); and




 




(i)            Inventory in respect of which the

Domestic Pledge and Security Agreements and Foreign Collateral Documents, after

giving effect to the related filings of financing statements, or other filings

required to perfect security interests thereunder




 




22





























 




under

local law, that have then been made, if any, does not or has ceased to create a

valid and perfected first priority security interest and lien in favor of the

Secured Parties securing the Obligations;




 




provided,

however, that the Agent and the Collateral Agent shall be permitted to

establish a reserve (provided that if the Agent and the Collateral Agent

cannot agree on such a reserve, such reserve shall be determined by the

Majority Lenders) in the amount of up to $2,000,000 to the amount of Eligible

Inventory included in the determination of the Borrowing Base and the U.S.

Borrowing Base with respect to the “work-in-process” Inventory (other than

readily saleable “work-in-process” Inventory) of the Borrowers and the

Operating Company Subsidiaries; provided  further, however,

that the Borrowers shall notify promptly the Agent and the Collateral Agent if

the amount of such non–readily saleable “work-in-process” Inventory

exceeds $2,000,000, in which case the Agent and the Collateral Agent shall be

permitted in their reasonable judgment, after consultation with the Borrowers,

to establish an Eligibility Reserve at that higher amount; provided that

if the Agent and the Collateral Agent cannot agree on such an Eligibility

Reserve, such reserve shall be determined by the Majority Lenders.




 




The

value of Eligible Inventory shall be its book value determined in accordance

with the “first–in, first–out” method of accounting for Inventory

and in accordance with GAAP unless either the Agent and the Collateral Agent

determines, in their reasonable discretion (taking into consideration, among

other factors, cost and liquidation value), that such Eligible Inventory shall

be valued at a lower value, and determined in the Dollar Equivalent thereof in

the case of any book value recorded in an Alternative Currency; provided

that if the Agent and the Collateral Agent cannot agree on such valuation, such

valuation shall be determined by the Majority Lenders).




 




“Eligible

Receivables” means the gross outstanding balance (determined in the Dollar

Equivalent thereof in the case of any such balance in an Alternative Currency),

less all finance charges, late fees and other fees which are unearned, sales,

excise or similar taxes, and credits or allowances granted, of those Accounts

of each Borrower and each Operating Company Subsidiary thereof arising out of

sales of merchandise, goods or services in the ordinary course of business,

made by such Borrower or such Operating Company Subsidiary to a Person which is

not an Affiliate of such Borrower or such Operating Company Subsidiary or any

other Loan Party, which are not in dispute, and which constitute Collateral in

which the Agent has a fully perfected, first–priority security interest,

and, if the account debtor is a U.S. Governmental Authority, such Borrower or

such Operating Company Subsidiary has assigned its rights to payment of such

account to the Agent pursuant to the Assignment of Claims Act of 1940, as

amended, in the case of a federal U.S. Governmental Authority, and pursuant to

applicable state law, if any, in the case of any other U.S. Governmental

Authority, and such assignment has been accepted and acknowledged by the

appropriate government officers; provided, however, that an

Account shall in no event be an Eligible Receivable if:




 




(a)           such Account is more than (i) 90

days past due, according to the original terms of sale, or (ii)(A) 120

days past the original invoice date thereof with




 




23





























 




respect

to any Account owing by an account debtor located within the United States, and

(B) 180 days past the original invoice date thereof with respect to any

Account owing by an account debtor located outside the United States;




 




(b)           any warranty contained in this

Agreement or any other Loan Document with respect either to Accounts or

Eligible Receivables in general or to such specific Account is not true and

correct in all material respects with respect to such Account;




 




(c)           the account debtor on such Account

has disputed liability or made any claim with respect to 20% or more of the

other Accounts due from such account debtor to any Loan Party or any of its

Subsidiaries;




 




(d)           the account debtor on such Account

has filed a petition for bankruptcy or any other relief under any law relating

to bankruptcy, insolvency, reorganization or relief of debtors; made an

assignment for the benefit of creditors; had filed against it any petition or

other application for relief under any such law; has failed, suspended business

operations, become insolvent, called a meeting of its creditors for the purpose

of obtaining any financial concession or accommodation, or had or suffered a

receiver or a trustee to be appointed for all or a significant portion of its

assets or affairs;




 




(e)           the account debtor on such Account or

any of its Affiliates is also a supplier to or creditor of any Loan Party or

any of its Subsidiaries unless such supplier or creditor has executed a no–offset

letter satisfactory to the Agent and the Collateral Agent; provided that

if the Agent and the Collateral Agent cannot agree on the form and substance of

any such no-offset letter, such letter instead shall be in form and substance

satisfactory to the Majority Lenders).




 




(f)            the sale represented by such Account

is to an account debtor outside the continental United States in the case of

U.S. Operating Co. and its Operating Company Subsidiaries, or outside a European

Core Country, in the case of Dutch Operating Co., U.K. Operating Co. and their

respective Operating Company Subsidiaries, unless the sale is on letter of

credit or acceptance terms acceptable to the Agent and the Collateral Agent,

exercised reasonably, or the Agent and the Collateral Agent shall agree to the

inclusion of such Account in Eligible Receivables; provided that, in

either case, if the Agent and the Collateral Agent cannot agree, the

determination shall be made by the Majority Lenders.




 




(g)           the sale to such account debtor on

such Account is on a bill–on–hold, guaranteed sale, sale–and–return,

sale–on–approval or consignment basis;




 




(h)           such Account is subject to a Lien in

favor of any Person other than the Agent for the benefit of the Secured Parties;




 




(i)            such Account is subject to any

deduction, offset, counterclaim, return privilege or other conditions other

than ordinary course return policy;




 




24





























 




(j)            the account debtor on such Account

is located in Minnesota or New Jersey, unless such Borrower or such Operating

Company Subsidiary (i) has received a certificate of authority to do

business and is in good standing in such state or (ii) has filed a Notice

of Business Activities Report with the appropriate office or agency of such

state for the current year; or the account debtor on such Account is located in

the State of Alabama or any other state the laws of which deny creditors access

to its courts in the absence of qualification to do business as a foreign

corporation in such state or in the absence of the filing of any required

reports with such state, unless such Borrower or such Operating Company has

qualified as a foreign corporation authorized to do business in Alabama or such

state or has filed such required reports;




 




(k)           The Agent and the Collateral Agent,

in accordance with their customary criteria, deems such Account, in their sole

judgment, exercised reasonably, ineligible; provided that if the Agent

and the Collateral Agent cannot agree on the eligibility of such Account, the

eligibility of such Account shall be determined by the Majority Lenders;




 




(l)            50% or more of the outstanding

Accounts of the account debtor of such Account that constituted Eligible

Receivables at the time they arose have become, or have been determined by the

Agent and the Collateral Agent, in accordance with the provisions hereof, to

be, ineligible; provided that if the Agent and the Collateral Agent

cannot agree on the eligibility of such Account, the eligibility of such

Account shall be determined by the Majority Lenders




 




(m)          the sale represented by such Account

is denominated in a currency other than Dollars in the case of Accounts owing

to U.S. Operating Co. and its Operating Company Subsidiaries, or a currency other

than that of a European Core Country in the case of U.K. Operating Co. and its

Operating Company Subsidiaries and Dutch Operating Co. and its Operating

Company Subsidiaries;




 




(n)           The Agent and the Collateral Agent

believe, in their sole discretion, exercised reasonably, that the collection of

such Account is insecure or that such Account may not be paid; provided

that if the Agent and the Collateral Agent cannot agree with respect to the

foregoing, the determination shall be made by the Majority Lenders;




 




(o)           such Account is not evidenced by an

invoice or other writing in form acceptable to the Agent and the Collateral

Agent, in their sole discretion exercised reasonably and consistent with past

practices; provided that if the Agent and the Collateral Agent cannot

agree on the acceptability of such writing, the acceptability of such writing

shall be determined by the Majority Lenders;




 




(p)           any Loan Party or any of its

Subsidiaries, in order to be entitled to collect such Account, is required to

perform any additional service for, or perform or incur any additional

obligation to, the Person to whom or to which it was made; or




 




25





























 




(q)           in the case of any account debtor

whose Accounts represent more than 20% of the Eligible Receivables at such time

(other than account debtors rated “A” or better by Standard & Poor’s Rating

Service or Moody’s Investors Service, Inc.), all Accounts of such account

debtor to the extent such Accounts would otherwise represent Eligible

Receivables in excess of 20% of all Eligible Receivables at such time.




 




“Ellbee Ltd.”

means Ellbee Limited, a company organized under the laws of England and Wales

and a direct, wholly owned Subsidiary of U.K. Operating Co.




 




“EMU” means

economic and monetary union as contemplated in the Treaty on European Union.




 




“EMU

legislation” means legislative measures of the European Council for the

introduction of, changeover to or operation of a single or unified European

currency (whether known as the euro or otherwise).




 




“Environmental

Claim” means any written accusation, allegation, notice of violation,

action, claim, Environmental Lien, demand or Order by any Person for personal

injury (including sickness, disease or death), property damage, damage to the

environment, nuisance, pollution, contamination or other adverse effects on the

environment, fines, penalties or restrictions, in each case resulting from or

based upon (a) a Release, the continuation of a Release or a

threatened Release of, or exposure to, any Hazardous Material or any odor,

audible noise or other nuisance, at, in, by, from or in connection with the

operations of any Facility by any Loan Party or any of its Subsidiaries

or any activities or operations thereof; (b) the environmental aspects of the

transportation, storage, treatment or disposal of Hazardous Materials; or (c) the

violation of any Environmental Laws or Environmental Permits or Orders relating

to environmental matters connected with any Facility owned, leased or operated

by any Loan Party or any of its Subsidiaries.




 




“Environmental

Laws” means any applicable federal, state, local or foreign law (including

common law), statute, code, ordinance, rule, regulation or directive or other

legal requirement relating in any way to the protection of the

environment, natural resources, or public or employee health and safety and

includes, without limitation, CERCLA, RCRA, the Hazardous Materials

Transportation Act, 49 U.S.C. § 1801 et  seq., the Federal

Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et

seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et  seq.,

the Clean Air Act, 42 U.S.C. § 7401 et  seq., the Clean Water

Act, 33 U.S.C. § 1251 et  seq., the Safe Drinking Water Act, 42 U.S.C. § 300h

et seq., the Occupational Safety and Health Act,

29 U.S.C. § 651 et  seq., the Oil Pollution Act of

1990, 33 U.S.C. § 2701 et  seq., the Environmental

Control Act of March 1, 1993 (Netherlands), Law No. 76–663 of

July 19, 1976 (France) and European Directive 76/464 EEC of May 4,

1976 (EC), as such laws and regulations have been amended or supplemented.




 




“Environmental

Liabilities and Costs” means, as to any Person, all liabilities,

obligations, Remedial Actions, losses, damages, punitive damages, consequential

damages, treble damages, fines, penalties, costs and expenses

(including,




 




26





























 




without

limitation, all fees, disbursements and expenses of counsel, experts and

consultants and costs of, fines, penalties, sanctions and interest) arising under

any Environmental Claim or Environmental Law.




 




“Environmental

Lien” means any Lien in favor of any Governmental Authority arising under

any Environmental Law.




 




“Environmental

Permit” means any Permit required under any applicable Environmental Laws.




 




“Equipment”

means all “equipment,” as such term is defined in the UCC and shall include all

machinery, plant, equipment, furnishings, movable trade fixtures and vehicles.




 




“ERISA”

means the Employee Retirement Income Security Act of 1974 (or any successor legislation

thereto), as amended from time to time.




 




“ERISA

Affiliate” means any corporation, trade or business (whether or not

incorporated) under common control or treated as a single employer with any

Loan Party within the meaning of Section 414(b), (c), (m) or (o) of the

Code.




 




“ERISA Event”

means (a) a reportable event described in Section 4043(c)(1), (2), (3),

(5), (6), (8) or (9) of ERISA with respect to a Pension Plan; (b) the

withdrawal of any Loan Party or any ERISA Affiliate from a Pension Plan subject

to Section 4063 of ERISA during a plan year in which it was a substantial

employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or

partial withdrawal of any Loan Party or any ERISA Affiliate from any

Multiemployer Plan or the notice of reorganization or insolvency of any

Multiemployer Plan; (d) the filing of a notice of intent to terminate a

Pension Plan or the treatment of a plan amendment as a termination under

Section 4041 of ERISA; (e) the institution of proceedings by the PBGC to

terminate or appoint a trustee to administer a Pension Plan or Multiemployer

Plan; (f) the failure to make any required contribution to a Pension Plan

or a Multiemployer Plan; (g) the imposition of a Lien under Section 412 of

the Code or Section 302 of ERISA on any Loan Party or ERISA Affiliate; (h) any

other event or condition which might reasonably be expected to constitute

grounds under Section 4042 of ERISA for the termination of, or the appointment

of a trustee to administer, any Pension Plan; (i) the imposition of any

liability under Title IV of ERISA, other than for PBGC premiums due but not

delinquent under Section 4007 of ERISA; (j) a non–exempt prohibited

transaction (as described in Code Section 4975 or ERISA Section 406) shall

occur with respect to any Plan; or (k) any Loan Party or ERISA Affiliate

shall request a minimum funding waiver from the IRS with respect to any Pension

Plan; provided, however, that acts or omissions described in

clauses (a) through (k) herein with respect to Pension Plans or Multiemployer

Plans maintained or contributed to by an ERISA Affiliate (and not by Euramax

U.S. or any of its Subsidiaries) will not constitute an ERISA Event unless such

acts and omissions are reasonably likely to have a Material Adverse Effect.




 




“Euramax”

has the meaning specified in the preamble hereof.




 




27





























 




“Euramax

Guaranty” means the Guaranty, dated as of September 25, 1996, executed

by Euramax and the U.K. Trustee, for the ratable benefit of the Guarantied

Parties, as amended, supplemented or otherwise modified from time to time,

pursuant to which Euramax unconditionally guarantied its Guarantied

Obligations.




 




“Euramax Share

Pledge Agreement” means the Share Pledge Agreement, dated as of the Effective

Date, executed by Euramax, French Operating Co. and the Agent, as such document

may be amended, supplemented or otherwise modified from time to time, pursuant

to which Euramax pledged to the Agent, for the ratable benefit of the Secured

Parties, the Collateral covered thereby, including 25.8% of the Stock of French

Operating Co., to secure the Guaranteed Obligations of Euramax.




 




“Euramax Stock

(U.K.) Pledge Agreement” means the Legal Mortgage of Shares, dated as of

September 25, 1996, executed by Euramax and the U.K. Trustee, as amended,

supplemented or otherwise modified from time to time, pursuant to which Euramax

pledged to the U.K. Trustee, for the ratable benefit of the Secured Parties,

the Collateral referred to therein, including the Stock of U.K. Holdings and Newco

U.K. II, to secure the Guarantied Obligations of Euramax.




 




“Euramax U.S.”

has the meaning specified in the preamble hereof.




 




“Euramax U.S.

Guaranty” means the Guaranty, dated as of December 8, 1999, executed

by Euramax U.S. and the Agent, for the ratable benefit of the Guarantied

Parties, as amended, supplemented or otherwise modified from time to time,

pursuant to which Euramax U.S. unconditionally guarantied its Guarantied

Obligations.




 




“Euramax U.S.

Pledge Agreement (U.K.)” means the Legal Mortgage of Shares, dated as of

December 8, 1999, executed by Euramax U.S., as amended, supplemented or

otherwise modified from time to time, pursuant to which Euramax U.S. pledged to

the U.K. Trustee, for the ratable benefit of the Secured Parties, the

Collateral covered thereby, including the Stock of Newco U.K. to secure the

Guarantied Obligations of Euramax U.S., provided that only 65% of the

Stock of Newco U.K. shall secure the Excluded U.S. Liabilities.




 




“Euro”

means the single currency of participating member states of the European Union.




 




“Euro unit”

means the currency unit of the euro.




 




“Eurocurrency

Lending Office” means, with respect to any Lender or the Issuer,

(a) in the case of any Lender, the office of such Lender specified as its

“Eurocurrency Lending Office” opposite its name on Schedule II (or, if no such

office is specified, its Domestic Lending Office), (b) in the case of the

Issuer with respect to Letters of Credit issued for the account of Dutch

Operating Co. or U.K. Operating Co., the same office of the Issuer as is

specified as its “Eurocurrency Lending Office” opposite the Issuer’s name on

Schedule II and (c) in the case of each Lender and the Issuer, such other

office of such Lender or the Issuer as such Lender or the Issuer may from time

to time specify to the Borrowers and the Agent.




 




28





























 




“Eurocurrency

Liabilities” has the meaning assigned to that term in Regulation D of the

Board of Governors of the Federal Reserve System, as in effect from time to

time.




 




“Eurocurrency

Loan” means any outstanding principal amount of the Loans of any Lender

denominated in Dollars or in an Alternative Currency which, for an Interest

Period, bears interest at a rate determined with reference to the Eurocurrency

Rate.




 




“Eurocurrency

Rate” means, for any Interest Period for each Eurocurrency Loan, an

interest rate per annum equal to the rate per annum obtained by dividing

(a) the rate of interest per annum at which deposits in Dollars (in the

case of any Dollar Loan) or in the applicable Alternative Currency (in the case

of any Loan denominated in an Alternative Currency) are offered by the

principal office of BNP Paribas in London, England to prime banks in the London

interbank market at 11:00 A.M. (London time) two Business Days before the first

day of such Interest Period in an amount substantially equal to the

Eurocurrency Loan of BNP Paribas during such Interest Period and for a period

equal to such Interest Period by (b) a percentage equal to 100% minus

the Eurocurrency Rate Reserve Percentage for such Interest Period.




 




“Eurocurrency

Rate Reserve Percentage” for any Interest Period means the reserve

percentage applicable two Business Days before the first day of such Interest

Period under regulations issued from time to time by the Board of Governors of

the Federal Reserve System for determining the maximum reserve requirement

(including, without limitation, any emergency, supplemental or other marginal

reserve requirement) for a member bank of the Federal Reserve System in New

York City with respect to liabilities or assets consisting of or including

Eurocurrency Liabilities (or with respect to any other category of liabilities

which includes deposits by reference to which the Eurocurrency Rate is determined)

having a term equal to such Interest Period.




 




“European Core

Countries” means Austria, Belgium, Denmark, Finland, France, Germany,

Greece, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain,

Sweden, Switzerland, the United Kingdom or any other country which shall become

a member of the European Economic Community.




 




“European

Economic Community” means the community for common market and economic and

monetary union created by the Treaty on European Union.




 




“Event of

Default” has the meaning specified in Section 8.1.




 




“Exchange Act”

means the Securities Exchange Act of 1934, as amended.




 




“Excluded U.S.

Liabilities” means all Revolving Credit Loans made to U.S. Operating Co.,

all Swing Loans made to U.S. Operating Co. and all interest payable on such

Loans, all Letter of Credit Obligations of U.S. Operating Co., any and all

other Obligations relating to any such Loans or Letter of Credit Obligations,

and all obligations of Amerimax U.K. or any of its Domestic Subsidiaries, if

any, under any Currency Contracts or Commodity Hedge Contracts entered into by

Amerimax U.K. or any such




 




29





























 




Subsidiary

with any Currency Swap Party or Commodity Hedge Party, as the case may be.




 




“Existing Agent”

has the meaning specified in the Preliminary Statements hereto.




 




“Existing

Credit Agreement” has the meaning specified in the Preliminary Statements

hereto.




 




“Existing

Credit Parties” has the meaning specified in the Preliminary Statements

hereto.




 




“Existing Issuer”

has the meaning specified in the Preliminary Statements hereto.




 




“Existing

Lenders” has the meaning specified in the Preliminary Statements hereto.




 




“Existing Loans”

has the meaning specified in the Preliminary Statements hereto.




 




“Existing Notes”

has the meaning specified in the Preliminary Statements hereto.




 




“Existing

Related Documents” means each Senior Subordinated Debt Document, each

Intercompany Note, the Tax Allocation Agreement, the organizational documents

for Euramax U.S., the certificate of designation (or other similar document, if

any) for the Preference Shares, the Stockholders Agreement, the Registration

Rights Agreement, and each other document and instrument executed with respect

to the Existing Credit Agreement and the Loan Documents referred to therein,

the issuance of the Senior Subordinated Notes or the Preference Shares and the

equity of Euramax U.S. or the management of Euramax U.S.




 




“Existing

Revolver Lenders” has the meaning specified in the Preliminary Statements

hereto.




 




“Existing

Revolving Credit Commitments” has the meaning specified in the Preliminary

Statements hereto.




 




“Existing

Revolving Credit Loans” has the meaning specified in the Preliminary

Statements hereto.




 




“Existing Swing

Loans” has the meaning specified in the Preliminary Statements hereto.




 




“Existing Term

Loan Lenders” has the meaning specified in the Preliminary Statements

hereto.




 




30





























 




“Existing Term

Loan Obligations” has the meaning specified in the Preliminary Statements

hereto.




 




“Existing Term

Loans” has the meaning specified in the Preliminary Statements hereto.




 




“Existing

Transaction Revolving Credit Loans” has the meaning specified in the

Preliminary Statements hereto.




 




“Fabral

Holdings” means Fabral Holdings, Inc., a Delaware corporation and a direct,

wholly owned subsidiary U.S. Operating Co.




 




“Fabral, Inc.”

means Fabral, Inc., a Delaware corporation and a direct, wholly owned

subsidiary of Fabral Holdings.




 




“Facility” means any real or personal

property owned, operated or leased for operations or other activities.




 




“Fair Market

Value” means (a) with respect to any asset (other than a marketable

security) at any date, the value of the consideration obtainable in a sale of

such asset at such date assuming a sale by a willing seller to a willing

purchaser dealing at arm’s length and arranged in an orderly manner over a

reasonable period of time having regard to the nature and characteristics of

such asset, as reasonably determined by the management of such Person for

assets having a value of less than $500,000 and otherwise by the Board of

Directors of such Person, or, if such asset shall have been the subject of a

relatively contemporaneous appraisal by an independent third party appraiser,

the basic assumptions underlying which have not materially changed since its

date, as set forth in such appraisal; and (b) with respect to any

marketable security at any date, the closing sale price of such security on the

business day (on which any national securities exchange or any internationally

recognized securities exchange in a European Core Country is open for the

normal transaction of business) next preceding such date, as appearing in any

published list of any national securities exchange or in the National Market

List of the National Association of Securities Dealers, Inc. or any

internationally recognized securities exchange in a European Core Country or,

if there is no such closing sale price of such security, the final price for

the purchase of such security at face value quoted on such business day by a

financial institution of recognized standing which regularly deals in

securities of such type.




 




“FASB”

means the Financial Accounting Standards Board.




 




“Federal Funds

Rate” means, for any period, a fluctuating interest rate per annum equal

for each day during such period to the weighted average of the rates on

overnight Federal funds transactions with members of the Federal Reserve System

arranged by Federal funds brokers, as published for such day (or, if such day

is not a business Day, for the next preceding Business Day) by the Federal

Reserve Bank of New York, or, if such rate is not so published for any day

which is a Business Day, the average of the quotations for such day on such

transactions received by the Agent from three Federal funds brokers of

recognized standing selected by it.




 




31





























 




“Final Maturity Date”

means June 30, 2005.




 




“Fiscal Quarter”

means each period beginning on the Saturday immediately subsequent to the last

day of the immediately prior Fiscal Quarter and ending on the last Friday of

the immediately subsequent March, June, September and December, as the case may

be.




 




“Fiscal Year”

means each period beginning on the Saturday immediately subsequent to the last

day of the immediately prior Fiscal Year and ending on the last Friday of

December in the following year.




 




“Fixed Charges”

means, for any Person for any period, the sum of (without duplication)

(a) the Cash Interest Expense of such Person for such period, (b) the

principal amount of Indebtedness for borrowed money of such Person and each of

its Subsidiaries determined on a consolidated basis in conformity with GAAP

having a scheduled due date during such period, (c) all amounts having a

scheduled due date during such period payable by such Person and each of its

Subsidiaries determined on a consolidated basis in conformity with GAAP on

Capitalized Lease Obligations, (d) all cash dividends paid or required to

be paid by such Person and its consolidated Subsidiaries on preferred stock in

respect of such period, excluding those paid to a Person to enable such Person

to pay taxes and ordinary operating expenses and (e) the total cash taxes

actually payable by such Person in respect of such period.




 




“Foreign

Collateral Documents” means the Dutch Collateral Documents, the Additional

Dutch Collateral Documents, the Further Additional Dutch Collateral Documents,

the U.K. Collateral Documents, the Dutch Holdings Share Pledge Agreement, the

Euramax Share Pledge Agreement and any other document executed by Euramax U.S.

or any of its Subsidiaries, excluding any Domestic Collateral Document,

pursuant to which Euramax U.S. or such Subsidiary shall pledge, mortgage or

grant any Lien to secure any of the Obligations or Guarantied Obligations, as

any such other document may be amended, supplemented or otherwise modified from

time to time.




 




“Foreign

Holding Company” means each of Newco U.K., Euramax, Newco U.K. II, U.K.

Holdings, Dutch Holdings, U.K. Company and Dutch Company.




 




“Foreign Loan

Party” means each of the Foreign Holding Companies and their respective

direct Subsidiaries, U.K. Operating Co. and each of its Operating Company

Subsidiaries, Dutch Operating Co. and each of its Operating Company Subsidiaries,

and each other direct or indirect Subsidiary of Euramax U.S. other than a

Domestic Loan Party.




 




“Foreign

Pension Plan” means each retirement, redundancy, statutory or voluntary

profit sharing plan or statutory severance plan or arrangement covering individuals

who are employed by any Loan Party or its Affiliate primarily outside of the

United States and as to which any Loan Party has any direct or indirect

obligation or liability for unfunded benefits thereunder.




 




32





























 




“French

Operating Co.” means Euramax Industries S.A., a company organized under the

laws of the Republic of France, 74.2% of the Stock of which is owned by Dutch

Holdings and 25.8% of the Stock of which is owned by Euramax.




 




“Further

Additional Coated Products B.V. Security Agreement” means the Security

Agreement, dated as of the Effective Date, executed by Coated Products B.V. and

the Agent, as the same may be amended, supplemented or otherwise modified from

time to time, in order to ensure that the Secured Parties shall have a Lien in

the Collateral covered by the Dutch Security Agreement, dated as of

September 25, 1996, executed by Coated Products B.V. and the Agent and the

Additional Coated Products B.V. Security Agreement, as security for all

“Guarantied Obligations” of Coated Products B.V. (as defined in the Existing

Credit Agreement) and to secure the Guarantied Obligations of Coated Products

B.V. in respect of the Revolving Credit Loans that are in excess of the

aggregate Existing Revolving Credit Loans plus the Existing Revolving Credit

Commitments.




 




“Further

Additional Dutch Collateral Documents” means the Further Additional Dutch

Company Pledge Agreement, the Further Additional Dutch Holdings Stock and Debt

Pledge Agreement, the Further Additional Dutch Mortgage, the Further Additional

Dutch Operating Co. Pledge Agreement, the Further Additional Dutch Operating

Co. Security Agreement and the Further Additional Coated Products B.V. Security

Agreement, each governed by the laws of the Netherlands.




 




“Further

Additional Dutch Company Pledge Agreement” means the pledge agreement,

dated as of the Effective Date, executed by Dutch Company and the Agent and

acknowledged by Dutch Operating Co., as amended, supplemented or otherwise

modified from time to time, in order to ensure that the Secured Parties shall

have a Lien in the Collateral covered by the Dutch Company Pledge Agreement and

the Additional Dutch Company Pledge Agreement as security for the “Company

Obligations” and the “Guarantied Obligations” of Dutch Company (as such terms

are defined in the Existing Credit Agreement) and to secure the Company

Obligations and the Guarantied Obligations of Dutch Company in respect of

Revolving Credit Loans that are in excess of the aggregate Existing Revolving

Credit Loans plus Existing Revolving Credit Commitments.




 




“Further

Additional Dutch Holdings Stock and Debt Pledge Agreement” means the pledge

agreement, dated as of the Effective Date, executed by Dutch Holdings and the

Agent and acknowledged by Dutch Company, as amended, supplemented or otherwise

modified from time to time, in order to ensure that the Secured Parties shall

have a Lien in the Collateral covered by the Dutch Holdings Stock and Debt

Agreement and the Additional Dutch Holdings Stock and Pledge Agreement as

security for all “Guarantied Obligations” of Dutch Holdings (as defined in the

Existing Credit Agreement) and to secure Dutch Holdings’ Guarantied Obligations

in respect of Revolving Credit Loans that are in excess of the aggregate of the

Existing Revolving Credit Loans plus the Existing Revolving Credit Commitments.




 




33





























 




“Further Additional Dutch Mortgage” means the

mortgage, dated as of the Effective Date, between Coated Products B.V. and the

Agent, as amended, supplemented or otherwise modified from time to time, in

order to ensure that the Secured Parties shall have a Lien in the Collateral

covered by the Dutch Mortgage and the Additional Dutch Mortgage as security for

all “Guaranteed Obligations” of Coated Products B.V. and to secure the

Guarantied Obligations of Coated Products B.V. in respect of Revolving Credit

Loans that are in excess of the aggregate of the Existing Revolving Credit

Loans plus the Existing Revolving Credit Commitments.




 




“Further Additional Dutch Operating Co. Pledge

Agreement” means the Pledge Agreement, dated as of the Effective Date,

executed by Dutch Operating Co. and the Agent and acknowledged by Coated

Products B.V., as amended, supplemented or otherwise modified from time to

time, in order to ensure that the Secured Parties shall have a Lien in the

Collateral covered by the Dutch Operating Co. Pledge Agreement and the

Additional Dutch Operating Co. Pledge Agreement as security for the “Dutch

Operating Co. Obligations” and all “Guarantied Obligations” of Dutch Operating

Co. (as such terms are defined in the Existing Credit Agreement) and to secure

the Dutch Operating Co. Obligations and all Guarantied Obligations of Dutch

Operating Co. in respect of Revolving Credit Loans that are in excess of the

aggregate of the Existing Revolving Credit Loans plus the Existing Revolving

Credit Commitments.




 




“Further Additional Dutch Operating Co. Security

Agreement” means the Security Agreement, dated as of the Effective Date,

executed by Dutch Operating Co. and the Agent, as amended, supplemented or

otherwise modified from time to time, in order to ensure that the Secured

Parties shall have a Lien in the Collateral covered by the Security Agreement,

dated as of September 25, 1996, executed by Dutch Operating Co. and the

Agent and the Additional Dutch Operating Co. Security Agreement, as security

for the “Dutch Operating Co. Obligations” and all “Guarantied Obligations” of

Dutch Operating Co. (as such terms are defined in the Existing Credit

Agreement) and to secure the Dutch Operating Co. Obligations and all Guarantied

Obligations of Dutch Operating Co. in respect of Revolving Credit Loans that

are in excess of the aggregate of the Existing Revolving Credit Loans plus the

Existing Revolving Credit Commitments.




 




“GAAP” means generally accepted accounting

principles in the United States of America as in effect from time to time set

forth in the opinions and pronouncements of the Accounting Principles Board

(other than, solely for purposes of the calculations required to be made

pursuant to Article V, Accounting Principles Board Opinions 16 and 17 with

respect to the Purchase) and the American Institute of Certified Public

Accountants and the statements and pronouncements of FASB, or in such other

statements by such other entity as may be in general use by significant

segments of the accounting profession, which are applicable to the

circumstances as of the date of determination except that, for purposes of

Article V and the definitions used therein (but not when used other than in

Article V), GAAP shall be determined on the basis of such principles in effect

on the date hereof and consistent with those used in the preparation of

the audited financial statements for the Fiscal Year ended December 2001.




 




34





























 




“Governmental Authority” means any nation or

government, any state or other political subdivision thereof and any entity

exercising executive, legislative, judicial, regulatory or administrative

functions of or pertaining to government.




 




“Gross-Up” has the meaning specified in Section

2.15(a).




 




“Group” means any related group with respect to

a Person for purposes of Section 13(g) of the Exchange Act.




 




“Guarantied Obligations” means:




 




(a)           as

to each Domestic Loan Party, all Obligations, whether now or hereafter existing

and whether for principal, interest, fees, expenses or otherwise, and any and

all expenses (including, without limitation, the reasonable fees and expenses

of counsel) incurred by any of the Guarantied Parties in enforcing any rights

under the Guaranty or any other Collateral Document made by such Domestic Loan

Party;




 




(b)           as

to each of (i) Newco U.K., (ii) Euramax, (iii) Newco U.K. II,

(iv) U.K. Holdings, (v) Dutch Holdings, (vi) U.K. Company,

(vii) Dutch Company, (viii) U.K. Operating Co., (ix) Ellbee

Ltd., (x) Coated Products U.K. and (xi) French Operating Co.:  (A) all Obligations, whether now or

hereafter existing and whether for principal, interest, fees, expenses or

otherwise, excluding the Excluded U.S. Liabilities and (B) any and all

expenses (including, without limitation, the reasonable fees and expenses of

counsel) incurred by any Guarantied Parties in enforcing any rights under the

Guaranty or any other Collateral Document made by such Loan Party; and




 




(c)           as

to Dutch Operating Co. and each Subsidiary of Dutch Operating Co.:  (i) all Obligations, whether now or

hereafter existing and whether for principal, interest, fees, expenses or

otherwise, excluding the Excluded U.S. Liabilities, and (ii) any and all expenses

(including, without limitation, the reasonable fees and expenses of counsel)

incurred by any Guarantied Parties in enforcing any rights under the Guaranty

made by such Loan Party.




 




“Guarantied Parties” means the Agent, the U.K.

Trustee, the Issuer, the Lenders, each Currency Swap Party and/or Commodity

Hedge Party that has entered into the Agency Agreement, and their respective

successors and assigns.




 




“Guarantor” means each Domestic Loan Party and

each Foreign Loan Party.




 




“Guaranty” means any Domestic Guaranty, any

Dutch Guaranty or any U.K. Guaranty.




 




“Hazardous Material” means any substance,

material or waste which is classified, characterized or otherwise

regulated as hazardous, toxic, dangerous, a pollutant or a contaminant (or

words of similar import) by any Governmental Authority and includes, without limitation,

petroleum, petroleum products, asbestos, urea formaldehyde and polychlorinated

biphenyls.




 




35





























 




“Home Products” means Amerimax Home Products,

Inc., a Delaware corporation and a wholly owned subsidiary of U.S. Operating

Co.




 




“Improvements” has the meaning specified in

Section 4.22(c).




 




“Indebtedness” of any Person means (a) all

indebtedness of such Person for borrowed money (including, without limitation,

reimbursement and all other obligations with respect to surety bonds, letters

of credit and bankers’ acceptances, whether or not matured) or for the deferred

purchase price of property or services, (b) all obligations of such Person

evidenced by notes, bonds, debentures or similar instruments, (c) all

indebtedness of such Person created or arising under any conditional sale or

other title retention agreement with respect to property acquired by such

Person (even though the rights and remedies of the seller or lender under such

agreement in the event of default are limited to repossession or sale of such

property), (d) all Capitalized Lease Obligations of such Person,

(e) all Contingent Obligations of such Person, (f) all obligations of

such Person to purchase, redeem, retire, defease or otherwise acquire for value

any Stock or Stock Equivalents of such Person, valued, in the case of

redeemable preferred stock, at the greater of its voluntary or involuntary

liquidation preference plus accrued and unpaid dividends, (g) all

obligations of such Person under Interest Rate Contracts, Currency Contracts

and Commodity Hedge Contracts, (h) all Indebtedness referred to in clause

(a), (b), (c), (d), (e), (f), or (g) above secured by (or for which the holder

of such Indebtedness has an existing right, contingent or otherwise, to be

secured by) any Lien upon or in property (including, without limitation,

accounts and general intangibles) owned by such Person, even though such Person

has not assumed or become liable for the payment of such Indebtedness,

(i) in the case of the Loan Parties, the Obligations and Guarantied

Obligations, (j) all liabilities of such Person for the return of deposits

or payments on account, (k) the aggregate present value of all unfunded

accrued benefit liabilities of such Person under each Domestic Pension Plan and

Foreign Pension Plan (as calculated using reasonable actuarial assumptions

reasonably acceptable to the Agent), (l) all liabilities of such Person

that would be shown on a balance sheet of such Person prepared in conformity

with GAAP and (m) all “Indebtedness” as defined in any Senior Subordinated

Debt Document.  For purposes of

determining the amount of Indebtedness of any Person under any Currency

Contract, Interest Rate Contract or Commodity Hedge Contract, the amount of any

obligations of such Person under such Currency Contract, Interest Rate Contract

or Commodity Hedge Contract, as the case may be, shall be the amount that would

be payable by such Person on the termination of such Currency Contract,

Interest Rate Contract or Commodity Hedge Contract, as the case may be, in

accordance with mark-to-market procedures.




 




“Indemnified Matters” has the meaning specified

in Section 10.4(b).




 




“Indemnitee” means (a) the Agent, the

Collateral Agent, the U.K. Trustee and, except for purposes of Section 9.5,

each Lender and the Issuer (but excluding any Lender, the Agent or any

Affiliate thereof solely in its capacity as a holder of any equity of Euramax

U.S. or of any Senior Subordinated Notes) and (b) the Agent’s, the U.K. Trustee’s

and, except for purposes of Section 9.5, each such Lender’s and the Issuer’s

respective Affiliates, and the directors, officers, employees, agents,

attorneys, consultants




 




36





























 




and advisors of or to any of the foregoing (including, without limitation,

those retained in connection with the satisfaction or attempted satisfaction of

any of the conditions set forth in Article III hereof or of the Existing Credit

Agreement).




 




“Intercompany Notes” means (i) each

promissory note made by a Loan Party in favor of another Loan Party listed on

Schedule 1.1-A hereto and (ii) each promissory note made after the

Effective Date evidencing Indebtedness permitted under Section 7.2(a)(xv).




 




“Interest Period” means, in the case of any

Eurocurrency Loan, (a) initially, the period commencing on the date such

Eurocurrency Loan is made or on the date of conversion of a Base Rate Loan to

such Eurocurrency Loan and, except as otherwise provided in Section 2.3, ending

one, three or six months thereafter as selected by a Borrower in its Notice of

Borrowing or IP Notice or in its Notice of Conversion or Continuation given to

the Agent pursuant to Section 2.3 or 2.8 and (b) thereafter, if such Loan

is continued, in whole or in part, as a Eurocurrency Loan pursuant to Section

2.8, a period commencing on the last day of the immediately preceding Interest

Period therefor and, except as otherwise provided in Section 2.8, ending one,

three or six months thereafter as selected by such Borrower in its Notice of

Conversion or Continuation or IP Notice given to the Agent pursuant to Section

2.8; provided, however, that:




 




(i)            if

any Interest Period would otherwise end on a day which is not a Business Day,

such Interest Period shall be extended to the next succeeding Business Day,

unless the result of such extension would be to extend such Interest Period

into another calendar month, in which event such Interest Period shall end on

the immediately preceding Business Day;




 




(ii)           any

Interest Period that begins on the last Business Day of a calendar month (or on

a day for which there is no numerically corresponding day in the calendar month

at the end of such Interest Period) shall end on the last Business Day of a

subsequent calendar month;




 




(iii)          no

Borrower may select any Interest Period in respect of Loans having an aggregate

principal amount of less than $500,000 (or the equivalent thereof in the

applicable Alternative Currency); and




 




(iv)          there

shall be outstanding at any one time no more than 12 Interest Periods in the

aggregate.




 




“Interest Rate Contracts” means interest rate

swap agreements, interest rate cap agreements, interest rate collar agreements,

interest rate insurance, and other agreements or arrangements designed to

provide protection against fluctuations in interest rates.




 




“Inventory” has the meaning specified in the

Domestic Pledge and Security Agreements and the Foreign Collateral Documents.




 




37





























 




“Investment” means, as to any Person, any loan

or advance to any other Person, or the ownership, purchase or other acquisition

of any Stock, Stock Equivalents, other equity interest, obligations or other

securities of, or all or substantially all of the assets of, any other Person

or all or substantially all of the assets constituting the business of a

division, branch or other unit operation of any other Person, or the entering

into by such Person of any joint venture or partnership with, or the making or

maintaining of, any capital contribution to, or other investment in, any other

Person or the incorporation or organization of any Subsidiary.




 




“IP Notice” has the meaning specified in

Section 2.8(a).




 




“IRS” means the Internal Revenue Service, or

any successor thereto.




 




“Issuer” has the meaning specified in the

preamble hereof.




 




“Laminated Products” means Amerimax Laminated

Products, Inc., an Indiana corporation and a direct, wholly owned Subsidiary of

Building Products.




 




“Land” means all of those plots, pieces or

parcels of land now owned or hereafter acquired by any Loan Party or any of its

Subsidiaries, including, without limitation, those listed on Schedule 4.22(a)

and described in the Domestic Mortgages, the Dutch Mortgages, the Additional

Dutch Mortgage, the Further Additional Dutch Mortgage and the U.K. Mortgages.




 




“Landlord Waiver” means a letter in form and

acceptable to the Agent, executed by a landlord in respect of Inventory of a

Borrower or any Operating Company Subsidiary thereof located at any leased

premises of a Borrower or any such Operating Company Subsidiary pursuant to

which such landlord, among other things, waives any Lien such landlord may have

in respect of such Inventory.




 




“L/C Cash Collateral Account” has the meaning

specified in Section 8.4(a).




 




“Leases” means, with respect to any Loan Party

or any of its Subsidiaries, all of those leasehold estates in real property now

or hereafter owned by such Loan Party or such Subsidiary, as lessee, as such

may be amended, supplemented or otherwise modified from time to time to the

extent permitted by this Agreement.




 




“Legal Proceedings” means any judicial,

administrative or arbitral actions, suits, proceedings (public or private),

claims or governmental proceedings.




 




“Lenders” has the meaning specified in the

preamble hereof.




 




“Letter of Credit” has the meaning specified in

Section 2.18.




 




“Letter of Credit Obligations” means, at any

time, all liabilities at such time of any Borrower to the Issuer with respect

to Letters of Credit, whether or not any 




 




38





























 




such liability is contingent, and includes the sum of (a) the

Reimbursement Obligations at such time and (b) the Letter of Credit

Undrawn Amounts at such time.




 




“Letter of Credit Reimbursement Agreement” has

the meaning specified in Section 2.18(c).




 




“Letter of Credit Request” has the meaning

specified in Section 2.18(d).




 




“Letter of Credit Undrawn Amounts” means, at

any time, the aggregate undrawn face amount of all Letters of Credit

outstanding at such time.




 




“Level I Rate Period” means each Fiscal Quarter

(a) as at the end of which the Ratio of Total Debt to EBITDA for the four

Fiscal Quarters ended on such day exceeds 4.75 to 1.00, as reflected in a Ratio

Notice or (b) with respect to which no Ratio Notice shall have been timely

delivered for such four Fiscal Quarter period.




 




“Level II Rate Period” means each Fiscal Quarter

as at the end of which the Ratio of Total Debt to EBITDA for the four Fiscal

Quarters ended on such day does not exceed 4.75 to 1.00 but is in excess of

4.25 to 1.00 as reflected in the Ratio Notice for such four Fiscal Quarter

period.




 




“Level III Rate Period” means each Fiscal

Quarter as at the end of which the Ratio of Total Debt to EBITDA for the four

Fiscal Quarters ended on such day does not exceed 4.25 to 1.00 but is in excess

of 3.75 to 1.00, as reflected in the Ratio Notice for such four Fiscal Quarter

period.




 




“Level IV Rate Period” means each Fiscal

Quarter as at the end of which the Ratio of Total Debt to EBITDA for the four

Fiscal Quarters ended on such day does not exceed 3.75 to 1.00 but is in excess

of 3.25 to 1.00, as reflected in the Ratio Notice for such four Fiscal Quarter

period.




 




“Level V Rate Period” means each Fiscal Quarter

as at the end of which the ratio of Total Debt to EBITDA for the four Fiscal

Quarters ended on such day is equal to or less than 3.25 to 1.00, as reflected

in the Ratio Notice for such four Fiscal Quarter period.




 




“Lien” means any mortgage, deed of trust,

pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien

(statutory or other), security interest or preference, priority or other

security agreement or preferential arrangement of any kind or nature whatsoever

intended to assure payment of any Indebtedness or other obligation, including,

without limitation, any conditional sale or other title retention agreement,

the interest of a lessor under a Capitalized Lease Obligation, any financing

lease having substantially the same economic effect as any of the foregoing,

and the filing, under the Uniform Commercial Code or comparable law of any

jurisdiction, of any financing statement naming the owner of the asset to which

such Lien relates as debtor.




 




39





























 




“Loan” means a Revolving Credit Loan or a Swing

Loan made by a Lender to a Borrower pursuant to Article II, and refers to a

Base Rate Loan or a Eurocurrency Loan.




 




“Loan Documents” means, collectively,

(a) this Agreement, the Notes, the Guaranties, the Collateral Documents,

each Process Agent letter delivered hereunder or under any other Loan Document,

each Letter of Credit Reimbursement Agreement, the Domestic Amendatory

Agreement, the Domestic Consent Agreement, the Second Domestic Consent

Agreement, the U.K. Consent Agreement, the Second U.K. Consent Agreement and

the Third U.K. Consent Agreement, (b) provided that the Currency Swap

Party or Commodity Hedge Party under any Currency Contract or Commodity Hedge

Contract, as the case may be, with any Loan Party shall have entered into the

Agency Agreement, such Currency Contract or Commodity Hedge Contract, as the

case may be, (c) the Agency Agreement and (d) each certificate,

agreement or document executed by a Loan Party and delivered to the Agent, the

U.K. Trustee, the Issuer, any Lender or any such Currency Swap Party or

Commodity Hedge Party in connection with or pursuant to any of the foregoing other

than the Related Documents.




 




“Loan Party” means each Domestic Loan Party,

each Foreign Loan Party and each Subsidiary and Affiliate of any such Person

who executes and delivers a Loan Document.




 




“Majority Lenders” means, at any time, Lenders

having at least a majority of the unused Revolving Credit Commitments and

outstanding Loans, excluding Swing Loans, at such time, provided that,

for purposes of this definition, no outstanding Swing Loan shall constitute the

usage of any Lender’s Revolving Credit Commitments.  For purposes of determining Majority Lenders, any amounts

denominated in an Alternative Currency shall be the Dollar Equivalent thereof.




 




“Material Adverse Change” means a material

adverse change in any of (a) the condition (financial or otherwise), business,

performance, prospects, operations or properties of Euramax U.S. and its

Subsidiaries, taken as one enterprise, (b) the legality, validity or

enforceability of any Loan Document or any Related Document, (c) the

perfection or priority of the Liens granted pursuant to the Collateral

Documents, (d) the collective ability of the Loan Parties to either

(i) repay their respective Obligations and/or Guarantied Obligations or

(ii) perform their obligations under the Loan Documents or (e) the

rights and remedies of the Lenders, the Issuer or the Agent under the Loan

Documents.




 




“Material Adverse Effect” means an effect that

results in or causes, or has a reasonable likelihood of resulting in or

causing, a Material Adverse Change.




 




“Material Intellectual Property Rights” has the

meaning specified in Section 4.21(a).




 




40





























 




“Maximum Amount of Revolver Liabilities” means,

at any time, the lesser of (a) the Borrowing Base at such time and

(b) the Revolving Credit Commitments at such time.




 




“Maximum Amount of Revolver Liabilities of U.S.

Operating Co.” means, at any time, the lesser of (a) the U.S.

Borrowing Base at such time and (b) the Revolving Credit Commitments at

such time.




 




“Maximum Rate” has the meaning specified in

Section 2.9(e).




 




“Merger Effective Date” means, with respect to

a Proposed Merger, the effective date of such Proposed Merger.




 




“Merger Party” means a party to a Proposed

Merger.




 




“Multiemployer Plan” means, as of any

applicable date, a multiemployer plan, as defined in Section 4001(a)(3) of

ERISA, and to which any Loan Party, any of its Subsidiaries or any ERISA

Affiliate is making, is obligated to make, or within the six-year period ending

at such date, has made or been obligated to make, contributions on behalf of

participants who are or were employed by any of them.




 




“National currency unit” means the unit of

currency (other than a euro unit) of a participating member state.




 




“Net Income (Loss)” means, for any Person for

any period, the aggregate of net income (or loss) from continuing operations of

such Person and its Subsidiaries for such period, determined on a consolidated

basis in conformity with GAAP.




 




“Net Interest Expense” means, for any Person

for any period, gross interest expense of such Person and its Subsidiaries for

such period determined on a consolidated basis in conformity with GAAP, less

the following for such Person and its Subsidiaries determined on a consolidated

basis in conformity with GAAP: 

(a) the sum of (i) interest capitalized during construction

for such period, (ii) interest income for such period, and

(iii) gains for such period on Interest Rate Contracts (to the extent not

included in interest income above and to the extent not deducted in the

calculation of such gross interest expense), plus the following for such Person

and its Subsidiaries determined on a consolidated basis in conformity with

GAAP:  (b) losses for such period

on Interest Rate Contracts (to the extent not included in such gross interest

expense and to the extent not excluded from interest income).




 




“Newco U.K.” has the meaning specified in the

preamble hereof.




 




“Newco U.K. Guaranty” means the Guaranty, dated

as of December 21, 1999, executed by Newco U.K. in favor of the Guaranteed

Parties, as amended, supplemented or otherwise modified from time to time,

pursuant to which Newco U.K. unconditionally guarantied its Guarantied

Obligations.




 




41





























 




“Newco U.K. Pledge Agreement (U.K.)” means the

Legal Mortgage of Shares, dated as of December 21, 1999, executed by Newco

U.K., as amended, supplemented or otherwise modified from time to time,

pursuant to which Newco U.K. pledged to the U.K. Trustee, for the ratable

benefit of the Secured Parties, the Collateral covered thereby, including the

Stock of Euramax, to secure the Guaranteed Obligations of Newco U.K; provided

that only 65% of the Stock of Euramax shall secure the Excluded U.S.

Liabilities.




 




“Newco U.K. II” has the meaning specified in

the preamble hereof.




 




“Newco U.K. II Guaranty” means the Guaranty,

dated as of December 10, 1999, executed by Newco U.K. II in favor of the

Guarantied Parties, as amended, supplemented or otherwise modified from time to

time, pursuant to which Newco U.K. II unconditionally guarantied its Guarantied

Obligations.




 




“Newco U.K. II Pledge Agreement” means the Deed

of Pledge, dated as of December 10, 1999, executed by Newco U.K. II in

favor of the Agent, as amended, supplemented or otherwise modified from time to

time, pursuant to which Newco U.K. II pledged to the Agent, for the ratable

benefit of the Secured Parties, the Collateral covered thereby, including the

Stock of Dutch Holdings to secure the Guarantied Obligations of Newco U.K. II.




 




“Non-Cash Interest Expense” means, for any Person

for any period, the sum of the following amounts to the extent included in Net

Interest Expense of such Person for such period:  (a) the amount of amortized debt discount, (b) charges

relating to write-ups or write-downs in the book or carrying value of existing

Indebtedness, (c) the amortization of upfront costs or fees for such

period associated with the financing contemplated hereby and Interest Rate

Contracts (to the extent not included in gross interest expense) and

(d) interest paid in kind on other Indebtedness permitted by Section

7.2(a).




 




“Non-Domestic Subsidiary” means, as to any

Person, any Subsidiary of such Person other than a Domestic Subsidiary.




 




“Non-Funding Lender” has the meaning specified

in Section 2.14(f).




 




“Notes” means the Revolving Credit Notes.




 




“Notice of Borrowing” has the meaning specified

in Section 2.3(a).




 




“Notice of Conversion or Continuation” has the

meaning specified in Section 2.8(b).




 




“Obligation Currency” has the meaning specified

in Section 10.9(e).




 




“Obligations” means the Loans, the Letter of

Credit Obligations and all other advances, debts, liabilities, obligations,

covenants and duties owing by any Loan Party to the Agent, the Collateral

Agent, the U.K. Trustee, any Lender, the Issuer, any 




 




42





























 




Affiliate of any of them, any Indemnitee or any Currency Swap Party or

Commodity Hedge Party that has executed the Agency Agreement, of every type and

description, present or future, whether or not evidenced by any note, guaranty

or other instrument, arising under this Agreement or any other Loan Document,

whether or not for the payment of money, loan, guaranty, indemnification,

foreign exchange transaction, Currency Contract, Interest Rate Contract,

Commodity Hedge Contract or in any other manner, whether direct or indirect

(including, without limitation, those acquired by assignment), absolute or

contingent, due or to become due, now existing or hereafter arising and however

acquired, but excluding any obligations owing to any Lender or the Agent (or

any Affiliate of any thereof) solely in its capacity as a holder of any equity

of Euramax U.S. or any Senior Subordinated Notes.  The term “Obligations” includes, without limitation, (a) all

interest, charges, expenses, fees, attorneys’ fees and disbursements and any

other sum chargeable to any Loan Party under this Agreement or any other Loan

Document and (b) all Company Obligations, all Dutch Operating Co.

Obligations, all U.K. Operating Co. Obligations and all Excluded U.S. Liabilities.




 




“OECD” means the Organization for Economic

Cooperation and Development.




 




“Operating Company” means any of U.S. Operating

Co., U.K. Operating Co., Dutch Operating Co. and French Operating Co.




 




“Operating Company Subsidiary” means

(a) as to U.S. Operating Co., each of (i) Building Products,

(ii) Coated Products U.S., (iii) Laminated Products, (iv) Fabral

Holdings, (v) Fabral, Inc., (vi) Richmond Company, (vii) AFC and

(viii) Home Products; (b) as to U.K. Operating Co., Coated Products U.K.

and Ellbee Ltd.; (c) as to Dutch Operating Co., Coated Products B.V.; and

(d) as to any Loan Party referred to in clause (a), (b) or (c) above, but

without waiving any provision of this Agreement or any other Loan Document, any

Person who, after the Effective Date, shall become a wholly owned Subsidiary of

such Loan Party.




 




“Order” means any order, injunction, judgment,

decree, ruling, assessment or arbitration award.




 




“Other Currency” has the meaning specified in

Section 10.9(e).




 




“Other Taxes” has the meaning specified in

Section 2.15(b).




 




“Parent Company” means Dutch Holdings in the

case of either a Proposed Merger of Dutch Company with and into Dutch Holdings,

Dutch Company in the case of a Proposed Merger of Dutch Operating Co. with and

into Dutch Company, Euramax and Dutch Holdings, collectively.




 




“Participating member state” means each state

so described in any EMU legislation.




 




“Payment” has the meaning specified in Section

2.16(b).




 




43





























 




“Payment Office” means, for Dollars, the

principal office of the Agent in New York City, located on the date hereof at

the address of the Agent referred to in Section 10.2, and, for any Alternative

Currency, such office of the Agent as shall be from time to time selected by the

Agent and notified by the Agent to the Borrowers and the Lenders.




 




“PBGC” means the Pension Benefit Guaranty

Corporation, or any successor thereto.




 




“Pension Plan” means a plan, other than a

Multiemployer Plan, which is covered by Title IV of ERISA or Code Section 412

and which any Loan Party, any of its Subsidiaries or any ERISA Affiliate

maintains, contributes to or has an obligation to contribute to on behalf of

participants who are or were employed by any of them.




 




“Permit” means any permit, approval, authorization,

license, variance, registration, permission or consent required from a

Governmental Authority under an applicable Requirement of Law.




 




“Permitted Existing Indebtedness” means all

Indebtedness listed on Schedule 7.2(a).




 




“Permitted Merger” means a Proposed Merger as

to which each of the following conditions shall have been satisfied:




 




(a)           The

documentation for or relating to each Proposed Merger shall be in form and

substance satisfactory to the Agent;




 




(b)           The

name of the Surviving Party in each Proposed Merger, in the case of a Proposed

Merger shall be the name of the Merger Party that merges with and into the

other Merger Party; and




 




(c)           On

or prior to the Merger Effective Date of each Proposed Merger, the Agent shall

have received each of the following documents, each dated such Merger Effective

Date and in form and substance satisfactory to the Agent and, except for any

instruments or stock powers referred to below, in sufficient copies for the

Issuer and each Lender, together with, unless waived by the Agent, a certified

copy of an English translation of each below-referenced document submitted in a

language other than English:




 




(i)            A

certificate of a Responsible Officer of each Merger Party and each other Loan

Party referred to in this subsection (c) certifying (A) the resolutions of

its board of directors (or other governing body) approving such Proposed

Merger, all documentation therefor and the transactions contemplated thereby,

and the Loan Documents and other documents and certificates required to be

delivered by such Merger Party or such other Loan Party pursuant hereto and the

transactions contemplated hereby and thereby; (B) all documents evidencing

other necessary corporate action and required governmental and third party approvals,

licenses and consents with respect to such Proposed Merger and the

documentation therefor and the Loan Documents and other 




 




44





























 




documents and certificates required to be delivered by such Merger

Party or such other Loan Party pursuant hereto and the transactions

contemplated hereby and thereby; (C) in the case of the Surviving Party in

such Proposed Merger, a copy of its organizational documents as in effect on

such Merger Effective Date after giving effect to such Proposed Merger;

(D) the names and true signatures of each of its officers who has been

authorized to execute and deliver any Loan Document or other document required

pursuant hereto to be executed and delivered by or on behalf of such Merger

Party or such other Loan Party; and (E) a complete and correct copy of

each document executed or delivered in connection with such Proposed Merger or

evidencing the same;




 




(ii)           In

the case of any Proposed Merger, (A) an amendatory agreement duly executed

by the Loan Parties, the Lenders, the Issuer and the Agent and in form and

substance satisfactory to the Agent and the Majority Lenders, pursuant to which

this Agreement, including Article I hereof, shall be amended to give effect to

such Proposed Merger and to the assumption by the Surviving Party therein of

all Loan Documents to which the other Merger Party is a party and of all rights

and obligations of such other Merger Party hereunder and under the other Loan

Documents, (B) an Assumption Agreement and (C) if such other Merger

Party is a party to a Dutch Mortgage, a Dutch Mortgage duly executed by the

Surviving Party and covering the Real Estate subject to the Dutch Mortgage of

such other Merger Party;




 




(iii)          In

the case of each Proposed Merger, such documentation (including Supplementary

and Additional Documents) as shall be necessary or, in the opinion of the Agent

in its sole judgment exercised reasonably, desirable to ensure under all

applicable Requirements of Law and otherwise that:




 




(A)          each Collateral Document, Guaranty,

Note and other Loan Document to which either Merger Party in such Proposed

Merger is a party and, in the case of a Proposed Merger of Dutch Operating Co.

with and into Dutch Company or of Coated Products B.V. with and into Dutch

Company, each Intercompany Note issued by Dutch Company is the legal, valid and

binding obligation of such Surviving Party, and




 




(B)           each such Collateral Document to

which either Merger Party in such Proposed Merger is a party, each Replacement

Mortgage continues to create or, in the case of any Replacement Mortgage,

creates a valid and perfected first priority Lien on all Collateral covered

thereby as security for (after giving effect to any Assumption Agreement, any

Replacement Mortgage and any Supplementary and Additional Documents),

(w) in the case of a Proposed Merger of Dutch Operating Co. with and into

Dutch Company, all Guarantied Obligations of Dutch Company and all Company

Obligations, (x) in the case of Proposed Merger of Coated Products B.V. with

and into Dutch Company (if such Proposed Merger is effected after a Permitted

Merger of Dutch Operating Co. with and into Dutch Company), all Guarantied

Obligations of Dutch Company and all Company Obligations and (y) in the

case of a Proposed Merger of Coated Products B.V. with and into Dutch Operating

Co. (if such Proposed Merger is effective prior to a Permitted Merger of Dutch

Operating Co. with and into Dutch 




 




45





























 




Company), all Guarantied Obligations of Dutch Operating

Co. and all Dutch Operating Co. Obligations;




 




(iv)          (A)  From each of Dutch Holdings and Dutch

Company in the case of either a Proposed Merger of Dutch Operating Co. into

Dutch Company or (if such Proposed Merger has been effected) of Coated Products

B.V. into Dutch Company and (B) from each of Dutch Company and Dutch

Operating Co. in the case of a Proposed Merger of Coated Products B.V. into

Dutch Operating Co., each of the following:




 




(x)            All documents, certificates, stock

powers, powers of attorney, incumbency certificates, declarations of pledge,

confirmations of pledge, services by a bailiff, registrations, forms and

evidence of the type referred to in clause (B) of Section 3.1(i), in the case

of any Proposed Merger in which the Merger Parties are any of Dutch Company,

Dutch Operating Co. or Coated Products B.V., necessary in connection with the

continued first priority Lien of the Agent in the Pledged Shares of the

Consolidated Entity or Surviving Party in such Proposed Merger, as the case may

be, and, in the case of a Proposed Merger in which Dutch Company is a Merger

Party, the Intercompany Notes issued by Dutch Company, in each case executed by

the appropriate parties; and




 




(y)           Evidence that all other action

necessary or, in the opinion of the Agent, desirable to perfect and, protect

the Lien created by each Pledge Agreement covering any Pledged Shares or

Intercompany Notes referred to in clause (x) above, each Pledge Agreement

required to be assumed by the Surviving Party in such Proposed Merger and each

Pledge Agreement made by the Parent Company of such Surviving Party have been

taken;




 




(v)           A

letter from the Process Agent, in substantially the form of Exhibit I hereto,

agreeing to act as Process Agent for the Surviving Party in such Proposed

Merger and to forward forthwith all process received by it to such Surviving

Party or the Consolidated Entity, as the case may be;




 




(vi)          A

certificate of a Responsible Officer of Euramax U.S., each Merger Party in such

Proposed Merger and each Parent Company, each stating that the following

statements are true on and as of such Merger Effective Date after giving effect

to the consummation of such Proposed Merger:




 




(A)          The representations and warranties of

such Loan Party contained in Article IV and of such Loan Party and its

Subsidiaries in the other Loan Documents are correct on and as of such Merger

Effective Date as though made on and as of such Merger Effective Date;




 




(B)           No Default or Event of Default has

occurred and is continuing or could reasonably be expected to result from such

Proposed Merger or any of the transactions contemplated thereby or hereby;




 




(C)           All necessary governmental and third

party approvals (including any necessary approvals from all Governmental

Authorities)




 




46





























 




required to be obtained in connection with such

Proposed Merger and the transactions contemplated thereby and hereby have been

obtained and remain in effect, and all applicable waiting periods have expired

without any action being taken by any competent authority which restrains,

prevents, impedes, delays or imposes materially adverse conditions upon such

Proposed Merger, the transactions contemplated thereby or hereby or the

exercise of control by such Parent Company over the Surviving Party in such

Proposed Merger;




 




(D)          There exists no judgment, order,

injunction or other restraint prohibiting or, in the reasonable judgment of the

Agent or the Majority Lenders, imposing materially adverse conditions upon such

Proposed Merger or any of the transactions contemplated thereby or hereby or

the exercise of control by such Parent Company over the Surviving Party in such

Proposed Merger;




 




(E)           There exists no claim, action, suit,

investigation or proceeding pending or, to the knowledge of any Loan Party,

threatened in any court or before any arbitrator or Governmental Authority

which relates to such Proposed Merger or any of the transactions contemplated

thereby or hereby or which, if adversely determined, has a reasonable likelihood

of having a material adverse effect on such Proposed Merger or any of the

transactions contemplated thereby or hereby or a Material Adverse Effect;




 




(F)           There will not occur as a result of

the consummation of such Proposed Merger or any of the transactions

contemplated thereby or hereby any default (or any event which with the giving

of notice or lapse of time or both would be a default) under any Contractual

Obligations of or relating to any Loan Party or any of its Subsidiaries other

than, except in the case of any Related Document, defaults that could not, in

the aggregate or individually reasonably be expected to have a Material Adverse

Effect or that could not reasonably be expected to result in a Material Adverse

Change; and




 




(G)           Each document for or related to such

Proposed Merger is in full force and effect, the representations and warranties

contained therein are true and correct in all material respects and all

conditions set forth therein have been fulfilled or, with the consent of the

Agent and the Majority Lenders, waived by the parties thereto;




 




(vii)         Favorable

opinions of counsel to the Loan Parties, each in form and substance

satisfactory to the Agent and as to such matters as any Lender or the Issuer,

through the Agent, may reasonably request; and




 




(viii)        Such

additional documents, information (including financial information) and

materials as any Lender or the Issuer, through the Agent, may reasonably

request.




 




“Permitted Secured U.K. Debt” has the meaning

specified in Section 7.2(a)(xii).




 




47





























 




“Person” means an individual, partnership,

corporation (including, without limitation, a business trust and a limited

liability company), joint stock company, trust, unincorporated association,

joint venture or other entity, or a Governmental Authority.




 




“Plan” means an employee benefit plan, as

defined in Section 3(3) of ERISA, which Euramax U.S. or any of its Subsidiaries

maintains, contributes to or has an obligation to contribute to on behalf of

participants who are or were employed by any of them.




 




“Pledge Agreements” means the Euramax Stock

(U.K.) Pledge Agreement, the Dutch Holdings Share Pledge Agreement, the Euramax

Share Pledge Agreement, the U.K. Holdings Pledge Agreement, the Dutch Holdings

Stock and Debt Pledge Agreement, the U.K. Company Pledge Agreement, the Dutch

Company Pledge Agreement, the U.K. Operating Co. Pledge Agreement, the Dutch

Operating Co. Pledge Agreement, the Additional Dutch Holdings Stock and Debt

Pledge Agreement, the Additional Dutch Company Pledge Agreement, the Additional

Dutch Operating Co. Pledge Agreement, the Further Additional Dutch Holdings

Stock and Debt Pledge Agreement, the Further Additional Dutch Company Pledge

Agreement, the Further Additional Dutch Operating Co. Pledge Agreement, the

Euramax U.S. Pledge Agreement (U.K.), the Newco U.K. Pledge Agreement (U.K.),

the Newco U.K. II Pledge Agreement, the Additional Newco U.K. II Pledge

Agreement and any other Collateral Document pursuant to which Euramax U.S. or

any Subsidiary of Euramax U.S. shall pledge or grant a Lien in any Stock to

secure any of the Obligations or Guarantied Obligations.




 




“Pledged Shares” means the capital stock

covered by any of the Pledge Agreements.




 




“Preference Shares” means $34,000,000 in aggregate

amount of 14% cumulative preference shares (plus the amount of accrued or

accumulated but unpaid dividends thereon) issued by Euramax U.S.




 




“Process Agent” has the meaning specified in

Section 10.9.




 




“Projections” means the financial projections

set forth on Schedule IV covering the fiscal years ending in 2002 through 2005,

inclusive, delivered to the Lenders by Euramax U.S.




 




“Proposed Merger” means any of (a) the

merger of Dutch Operating Co. with and into Dutch Company or (b) the

merger of Coated Products B.V. with and into Dutch Operating Co. or, if a

proposed Merger of Dutch Operating Co. and Dutch Company has been effected,

into Dutch Company.




 




“Qualifying Shares” means shares of Stock of

any Person issued to shareholders (other than the parent company of such

Person) or directors of such Person to the extent required by any applicable

Requirement of Law.




 




“Ratable Portion” or “ratably” means,

except as otherwise specifically provided herein, with respect to any Lender,

the quotient obtained by dividing the 




 




48





























 




Revolving Credit Commitment of such Lender by the Revolving Credit

Commitments of all Lenders and that payments of principal of the Loans and

interest thereon shall be made pro rata in accordance with the respective

unpaid principal amounts of the Loans held by the Lenders.




 




“Ratio Notice” means, a written notice,

delivered by Euramax U.S. to the Agent, the Issuer and each Lender within 45

days after the last day of any Fiscal Quarter, pursuant to which the Chief

Financial Officer of Euramax U.S. shall have certified the Ratio of Total Debt

to EBITDA for the period consisting of the four consecutive Fiscal Quarters

ended on such last day.




 




“Ratio of Total Debt to EBITDA” means, the

ratio of (a) the sum of (i) Senior Indebtedness of Euramax U.S. and

its Subsidiaries plus (ii) any amounts outstanding under the Senior

Subordinated Notes issued by Euramax and its Subsidiaries to (B) EBITDA of

Euramax U.S. and its Subsidiaries.




 




“RCRA” means the Resource Conservation and

Recovery Act, 42 U.S.C. § 6901 et seq.




 




“Real Estate” means all Land, together with the

right, title and interest of such Loan Party or such Subsidiary, if any, in and

to the streets, the land lying in the bed of any streets, roads or avenues,

opened or proposed, in front of, adjoining or abutting the Land to the center

line thereof, the air space and development rights pertaining to the Land and

the right to use such air space and development rights, all rights of way,

privileges, liberties, tenements, hereditaments and appurtenances belonging or

in any way appertaining thereto, all fixtures, all easements now or hereafter

benefiting the Land and all royalties and rights appertaining to the use and

enjoyment of the Land, including, without limitation, all alley, vault,

drainage, mineral, water, oil and gas rights, together with all of the

buildings and other improvements now or hereafter erected on the Land, and any

fixtures appurtenant thereto.




 




“Reallocation” means the allocation and

purchase of participations in the Loans, the Letter of Credit Obligations and

collections thereunder pursuant to Section 8.3.




 




“Reallocation Exchange” means the

participations purchased by the Lenders pursuant to Section 8.3.




 




“Reallocation Percentage” means, as to each

Lender, a fraction, expressed as a decimal, of which (a) the numerator

shall be the aggregate Designated Obligations owed to such Lender immediately

prior to the date that any Bankruptcy Event occurs and (b) the denominator

shall be the aggregate Designated Obligations owed to all the Lenders

immediately prior to such date.  For

purposes of computing each Lender’s Reallocation Percentage, all Designated

Obligations which are denominated in an Alternative Currency shall be the

Dollar Equivalent thereof, determined as of the date that any Bankruptcy Event

occurs.




 




“Register” has the meaning specified in Section

10.7(c).




 




49





























 




“Registration Rights Agreement” means the

Registration Rights Agreement, dated September 25, 1996, among Euramax

U.S. and the shareholders of Euramax U.S., as amended, supplemented or

otherwise modified from time to time to the extent permitted by this Agreement.




 




“Reimbursement Obligations” means all matured

reimbursement or repayment obligations of any Borrower to the Issuer with

respect to Letters of Credit issued for such Borrower account pursuant to

Letter of Credit Reimbursement Agreements between the Issuer and such Borrower.




 




“Related Claims” means (a) in respect of

any Borrower, all Obligations of such Borrower in respect of any Loans that

comprise the Revolving Credit Loans, the Revolving Credit Commitments, the

Swing Loans and the Letter of Credit Obligations and (b) in respect of any

other Loan Party, all Guarantied Obligations of such Loan Party in respect of

any Loans and the Letter of Credit Obligations that are denominated in the same

currency.




 




“Related Documents” means each Existing Related

Document.




 




“Related Lenders” means all Lenders holding

Related Claims.




 




“Release” means any release, spill, emission,

leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal,

discharge, dispersal, leaching or migration on or into the environment, whether or

not it is sudden or accidental.




 




“Remedial Action” means all actions, including

without limitation any Capital Expenditures, required or voluntarily undertaken

to (a) clean up, remove or treat any Hazardous Material following a

Release of such Hazardous Material, (b) prevent the Release or threat of

Release, or minimize the further Release, of any Hazardous Material,

(c) perform studies and investigations before, or monitoring and

maintenance after, any clean-up, treatment or removal action or (d) bring

Facilities into material compliance with all Environmental Laws and

Environmental Permits.




 




“Replacement Mortgage” means a Dutch Mortgage

duly executed by the Surviving Party in a Proposed Merger and covering the Real

Estate subject to the Dutch Mortgage of such other Merger Party in such

Proposed Merger, if any.




 




“Requirement of Law” means, as to any Person,

the certificate of incorporation and by-laws or other organizational or

governing documents of such Person, and all foreign, federal, state and local

laws, rules and regulations, including, without limitation, foreign, federal,

state or local securities, antitrust and licensing laws, any foreign, federal,

state or local laws or regulations concerning physicians, nurses and

psychologists, all food, health and safety laws, and all applicable trade laws

and requirements, including, without limitation, all disclosure requirements of

Environmental Laws, ERISA and all orders, judgments, decrees or other

determinations of any Governmental Authority or arbitrator, applicable to or

binding upon such Person or any of its property or to which such Person or any

of its property is subject.




 




50





























 




“Responsible Officer” means, with respect to

any Person, any of the principal executive officers or general partners of such

Person and, in the case of a limited liability company, any member thereof.




 




“Revolving Credit Commitment” means, as to each

Lender, the commitment, if any, of such Lender to make Revolving Credit Loans

to the Borrowers pursuant to Section 2.1 in the aggregate principal amount

outstanding not to exceed the Dollar amount (or the equivalent thereof in the

applicable Alternative Currency determined in accordance with Section 2.16(c))

set forth opposite such Lender’s name on Part 1 of Schedule I under the caption

“Revolving Credit Commitment”, as such amount may be reduced or modified

pursuant to this Agreement.




 




“Revolving Credit Lender” means a Lender having

a Revolving Credit Commitment.




 




“Revolving Credit Loan” means an Existing

Revolving Credit Loan or any loan made by a Revolving Credit Lender to any

Borrower pursuant to Section 2.1(a).




 




“Revolving Credit Note” means any U.S.

Operating Co. Revolving Credit Note, U.K. Operating Co. Revolving Credit Note,

Dutch Operating Co. Revolving Credit Note or Dutch Company Revolving Credit

Note.




 




“Revolving Credit Ratable Portion” means, at

any time with respect to any Revolving Credit Lender, the amount obtained by

dividing such Revolving Credit Lender’s Revolving Credit Commitment at such

time by the Revolving Credit Commitments of all Revolving Credit Lenders at

such time.




 




“Richmond Company” means Amerimax Richmond

Company, an Indiana corporation and a direct, wholly owned subsidiary of U.S.

Operating Co.




 




“Second Domestic Consent Agreement” means the

Second Domestic Consent Agreement, dated as of the Effective Date,

substantially in the form of Exhibit M hereto, among the Loan Parties party

thereto, the U.K. Trustee and the Agent.




 




“Second U.K. Consent Agreement” means the

Second U.K. Consent Agreement, dated as of April 10, 2000, among Euramax, U.K.

Holdings, U.K. Company, U.K. Operating Co., Coated Products U.K., Ellbee Ltd.

and the U.K. Trustee.




 




“Secured Parties” means the Lenders, the

Issuer, each Currency Swap Party and Commodity Hedge Party that has entered

into the Agency Agreement, the Agent, the U.K. Trustee and their respective

successors and assigns.




 




“Senior Indebtedness” means, collectively, with

respect to Euramax U.S. (i) the Obligations, (ii) all Capitalized

Lease Obligations of Euramax U.S. and its Subsidiaries, and (iii) any

additional Indebtedness of Euramax U.S. and its Subsidiaries for borrowed money

which is either secured or not subordinated to the payment of the Obligations.




 




51





























 




“Senior Subordinated Debt Documents” means the

Senior Subordinated Indenture and the Senior Subordinated Notes referred to in

the Senior Subordinated Indenture.




 




“Senior Subordinated Indenture” means the

Indenture, dated as of September 25, 1996, made by Euramax, U.K. Holdings

and Dutch Holdings, as issuers, and Amerimax U.K., as subordinated guarantor,

in favor of the Trustee thereunder, pursuant to which the Senior Subordinated

Notes were issued, as said Indenture may be amended, supplemented or otherwise

modified from time to time to the extent permitted by this Agreement.




 




“Senior Subordinated Notes” means $135,000,000

in aggregate principal amount of 111⁄4% Senior Subordinated Notes due 2006 issued

by Euramax, Dutch Holdings and U.K. Holdings pursuant to the Senior Subordinated

Indenture, including notes issued in replacement or in exchange thereof

pursuant to the Registration Rights Agreement dated as of September 25,

1996.




 




“Solvent” means, with respect to any Person,

that the value of the assets of such Person (both at fair value and present

fair saleable value) is, on the date of determination, greater than the total

amount of liabilities (including, without limitation, contingent and

unliquidated liabilities) of such Person as of such date and that, as of such

date, such Person is able to pay all liabilities of such Person as such

liabilities mature and does not have unreasonably small capital.  In computing the amount of contingent or

unliquidated liabilities at any time, such liabilities will be computed at the

amount which, in light of all the facts and circumstances existing at such

time, represents the amount that can reasonably be expected to become an actual

or matured liability.




 




“Specified Leases” means the Leases relating to

the real properties listed on Schedule 1.1-B hereto.




 




“Stock” means shares of capital stock,

preference shares, ordinary shares, beneficial or partnership interests,

membership interests, participations or other equivalents (regardless of how

designated) of or in a corporation or equivalent entity, whether voting or

non-voting, and includes, without limitation, common stock and preferred stock.




 




“Stock Equivalents” means all securities

convertible into or exchangeable for Stock and all warrants, options or other

rights to purchase or subscribe for any stock, whether or not presently

convertible, exchangeable or exercisable.




 




“Stockholders Agreement” means the Stockholders

Agreement, dated as of December 8, 1999, among Euramax U.S. and the

stockholders of Euramax U.S., as said Agreement may be amended, supplemented or

otherwise modified from time to time to the extent permitted by this Agreement.




 




“Subsidiary” means, with respect to any Person,

any corporation, partnership or other business entity of which an aggregate of

50% or more of the outstanding Stock having ordinary voting power to elect a

majority of the board of 




 




52





























 




directors, managers, trustees or other controlling persons, is, at the

time, directly or indirectly, owned or controlled by such Person and/or one or

more Subsidiaries of such Person (irrespective of whether, at the time, Stock

of any other class or classes of such entity shall have or might have voting

power by reason of the happening of any contingency).




 




“Substitute Eurocurrency Rate” has the meaning

specified in Section 2.10(d)(ii).




 




“Substitute Rate Notice” has the meaning

specified in Section 2.10(d)(ii).




 




“Supplementary and Additional Documents” means

such supplementary or additional Guaranties, Collateral Documents and other

Loan Documents as shall be necessary or, in the opinion of the Agent in its

sole judgment exercised reasonably, desirable to ensure that under all

Requirements of Law and otherwise that the requirements set forth in clause

(c)(iv) of the definition of “Permitted Merger” are satisfied.




 




“Surviving Party” means, in the case of a

Proposed Merger other than of Ellbee Ltd. and Coated Products U.K., the

survivor in such Proposed Merger.




 




“Swing Loan” has the meaning specified in

Section 2.19.




 




“Swing Loan Availability” means, at any time

with respect to U.S. Operating Co., an amount equal to the lower of

(a)(i) the Swing Loan Sublimit minus (ii) the aggregate principal

amount of the Swing Loans outstanding at such time and (b) the Available

U.S. Credit at such time.




 




“Swing Loan Lender” means BNP Paribas, or such

other Lender who, with the written consent of the Agent and U.S. Operating Co.,

shall agree to act as the Swing Loan Lender.




 




“Swing Loan Sublimit” means an aggregate of

$5,000,000.




 




“Tax Affiliate” means, as to any Person,

(a) any Subsidiary of such Person, and (b) any Affiliate of such

Person with which such Person files or is eligible to file consolidated,

combined or unitary tax returns.




 




“Tax Allocation Agreement” means the Tax

Sharing Agreement, dated as of September 25, 1996, by and among the

Domestic Loan Parties, as amended, supplemented or otherwise modified from time

to time to the extent permitted by this Agreement.




 




“Tax Return” has the meaning specified in

Section 4.3.




 




“Taxes” has the meaning specified in Section

2.15(a).




 




53





























 




“Termination Date” means the earlier of

(a) the Final Maturity Date and (b) the date of termination in

whole of the Revolving Credit Commitments pursuant to Section 2.5 or 8.2.




 




“Third U.K. Consent Agreement” means the Third

U.K. Consent Agreement, dated as of the Effective Date, in substantially the

form of Exhibit N hereto, among Newco U.K., Newco U.K. II, Euramax,

U.K. Holdings, U.K. Company, U.K. Operating Co., Coated Products U.K., Ellbee

Ltd. and the U.K. Trustee.




 




“Treaty on European Union” means the Treaty of

Rome of March 25, 1957, as amended by the Single European Act 1986 and the

Maastricht Treaty (which was signed at Maastricht on February 7, 1992, and

came into force on November 1, 1993), as amended from time to time.




 




“TSDF” has the meaning specified in Section

4.19(b).




 




“United States” and “U.S.” each means

the United States of America.




 




“U.K. Collateral Documents” means each U.K.

Debenture, the U.K. Company Pledge Agreement, the Euramax U.S. Pledge Agreement

(U.K.), the Newco U.K. Pledge Agreement (U.K.), the Euramax Stock (U.K.) Pledge

Agreement, the U.K. Holdings Pledge Agreement, the U.K. Company Pledge

Agreement, the U.K. Operating Co. Pledge Agreement, the Third U.K. Consent

Agreement and the U.K. Trust Deed, each governed by the laws of England and

Wales, and any other document executed by Euramax U.S. or a Subsidiary thereof

and governed by the laws of England and Wales pursuant to which Euramax U.S. or

such Subsidiary shall pledge, mortgage or grant a Lien, floating charge or

fixed charge to secure any of the Obligations (to the extent provided therein)

or its Guarantied Obligations, each as amended, supplemented or otherwise

modified from time to time.




 




“U.K. Company” has the meaning specified in the

preamble hereof.




 




“U.K. Company Guaranty” means the Guaranty,

dated September 25, 1996, between U.K. Company and the U.K. Trustee, for

the ratable benefit of the Guarantied Parties, as amended, supplemented or

otherwise modified from time to time, pursuant to which U.K. Company

unconditionally guarantied its Guarantied Obligations.




 




“U.K. Company Pledge Agreement” means the Legal

Mortgage of Shares, dated September 25, 1996, executed by U.K. Company and

the U.K. Trustee, as amended, supplemented or otherwise modified from time to

time, pursuant to which U.K. Company pledged to the U.K. Trustee, for the

ratable benefit of the Secured Parties, the Collateral covered thereby,

including the Stock of U.K. Operating Co., to secure all U.K. Company’s

Guarantied Obligations.




 




“U.K. Consent Agreement” means the U.K. Consent

Agreement, dated as of the July 16, 1997, among Euramax, U.K. Holdings,

U.K. Company, U.K. Operating Co., Coated Products U.K., Ellbee Ltd. and the

U.K. Trustee.




 




54





























 




“U.K. Debenture” means each Debenture, dated

September 25, 1996, made by U.K. Operating Co. or a Subsidiary thereof,

and each Debenture entered into on or after September 25, 1996 by Newco

U.K. or a Subsidiary thereof, each in form and substance satisfactory to the

Lenders, pursuant to which in each such case Newco U.K. or such Subsidiary

shall grant a Lien to the U.K. Trustee, for the ratable benefit of the Secured

Parties, on or over all of the assets and undertakings of Newco U.K. or such

Subsidiary to secure, in the case of U.K. Operating Co., the U.K. Operating Co.

Obligations and all Guarantied Obligations of U.K. Operating Co. and to secure,

in the case of Newco U.K. or any other such Subsidiary, its Guarantied

Obligations, each such Debenture as amended, supplemented or otherwise modified

from time to time.




 




“U.K. Guaranties” means the Newco U.K.

Guaranty, the Euramax Guaranty, the Newco U.K. II Guaranty, the U.K. Holdings

Guaranty, the U.K. Company Guaranty, the U.K. Operating Co. Guaranty and the

U.K. Subsidiary Guaranties, each governed by the Applicable Governing Law and

each as amended, supplemented or otherwise modified from time to time.




 




“U.K. Holdings” has the meaning specified in

the preamble hereof.




 




“U.K. Holdings Guaranty” means the Guaranty,

dated as of September 25, 1996, executed by U.K. Holdings and the U.K.

Trustee, for the ratable benefit of the Guarantied Parties, as amended,

supplemented or otherwise modified from time to time, pursuant to which U.K.

Holdings unconditionally guarantied its Guarantied Obligations.




 




“U.K. Holdings Pledge Agreement” means the

Legal Mortgage of Shares, dated September 25, 1996, executed by U.K.

Holdings and the U.K. Trustee, for the ratable benefit of the Secured Parties,

as amended, supplemented or otherwise modified from time to time, pursuant to

which U.K. Holdings pledged the Collateral covered thereby to the U.K. Trustee,

for the ratable benefit of the Secured Parties, including the Stock of U.K.

Company, to secure U.K. Holdings’ Guarantied Obligations.




 




“U.K. Operating Co.” has the meaning specified

in the preamble hereof.




 




“U.K. Operating Co. Guaranty” means the

Guaranty, dated as of September 25, 1996, executed by U.K. Operating Co.

and the U.K. Trustee, for the ratable benefit of the Guarantied Parties, as

amended, supplemented or otherwise modified from time to time, pursuant to

which U.K. Operating Co. unconditionally guarantied its Guarantied Obligations.




 




“U.K. Operating Co. Obligations” means the

Loans and all other advances made to, debts, liabilities and obligations of,

covenants agreed to by, and duties owing by, any Loan Party to the Agent,

any Lender, the Issuer, the U.K. Trustee, any Affiliate of any of them, any

Indemnitee or any Currency Swap Party or Commodity Hedge Party that has

executed the Agency Agreement, of every type and description, present or

future, whether or not evidenced by any note, guaranty or other instrument,

arising under this Agreement or under any other Loan Document, whether or not

for the payment of money, loan, guaranty, indemnification, foreign exchange

transaction, Currency Contract, 




 




55





























 




Interest Rate Contract, Commodity Hedge Contract or in any other

manner, whether direct or indirect (including, without limitation, those

acquired by assignment), absolute or contingent, due or to become due, now

existing or hereafter arising and however acquired, and including, without

limitation, all interest, charges, expenses, fees, attorneys’ fees and

disbursements and any other sum chargeable to any Loan Party under this

Agreement or any other Loan Document, excluding in each such case the Excluded

U.S. Liabilities and any of the foregoing owing to the Agent or any Lender (or

any Affiliate thereof) solely in its capacity as a holder of any equity of

Euramax U.S. or any Senior Subordinated Notes.




 




“U.K. Operating Co. Pledge Agreement” means the

Legal Mortgage of Shares, dated September 25, 1996, executed by U.K.

Operating Co. and the U.K. Trustee, for the ratable benefit of the Secured

Parties, as amended, supplemented or otherwise modified from time to time,

pursuant to which U.K. Operating Co. pledged the Collateral covered thereby,

including the Stock of its Subsidiaries, to secure the U.K. Operating Co.

Obligations and all Guarantied Obligations of U.K. Operating Co.




 




“U.K. Operating Co. Revolving Credit Note”

means a promissory note of U.K. Operating Co. payable to the order of any

Revolving Credit Lender, in substantially the form of Exhibit A-3,

evidencing the aggregate Indebtedness of U.K. Operating Co. to such Revolving

Credit Lender resulting from the Revolving Credit Loans (including such

Lender’s Existing Revolving Credit Loans made to U.K. Operating Co., if any)

made from time to time by such Revolving Credit Lender to U.K. Operating Co.,

which promissory note replaces the Existing Note of such Lender evidencing said

Existing Revolving Credit Loans.




 




“U.K. Subsidiary Guaranty” means each Guaranty

executed by a Subsidiary of U.K. Operating Co. and the U.K. Trustee (including

the Guaranties, each dated September 25, 1996, executed by Coated Products

U.K. and the U.K. Trustee and by Ellbee Ltd. and the U.K. Trustee), for the

ratable benefit of the Guarantied Parties, pursuant to which such Subsidiary

unconditionally guarantied its Guarantied Obligations, each as amended,

supplemented or otherwise modified from time to time.




 




“U.K. Trust Deed” means the Collateral Trust

Deed, dated as of September 25, 1996, executed by the U.K. Trustee, as

amended, supplemented or otherwise modified from time to time, pursuant to

which the U.K. Trustee holds the Collateral granted by the U.K. Collateral

Documents and the benefit of the U.K. Guaranties, in trust for the benefit of

the Secured Parties.




 




“U.K. Trustee” means BNP Paribas, in its

capacity as trustee under the U.K. Trust Deed.




 




“U.S. Borrowing Base” means, at any time, the

sum of (a) 85% of the U.S. Eligible Receivables at such time plus

(b) 50% of the U.S. Eligible Inventory at such time plus

(c) the U.S. Capital Equipment Amount at such time, in each case

determined in accordance with Section 2.16, less (d) Eligibility

Reserves.




 




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“U.S. Capital Equipment Amount” means the U.S.

Eligible Capital Equipment multiplied by the Eligible Capital Equipment

Percentage at any time; provided, however, that (a) from the

Effective Date through December 31, 2002, the U.S. Capital Equipment

Amount may not exceed $18,000,000, (b) from January 1, 2003 through

December 31, 2003, the U.S. Capital Equipment Amount may not exceed

$12,000,000 and (c) from January 1, 2004 through December 31,

2004, the U.S. Capital Equipment Amount may not exceed $6,000,000.




 




“U.S. Eligible Capital Equipment” means

Eligible Capital Equipment owned by U.S. Operating Co. or any of its Domestic

Subsidiaries.




 




“U.S. Eligible Receivables” means Eligible

Receivables owing to U.S. Operating Co. or any of its Domestic Subsidiaries.




 




“U.S. Eligible Inventory” means Eligible

Inventory owned by U.S. Operating Co. or any of its Domestic Subsidiaries.




 




“U.S. Holdings Guaranty” means the Guaranty,

dated as of September 25, 1996, made by Amerimax U.K. in favor of the

Guarantied Parties, as amended, supplemented or otherwise modified from time to

time, pursuant to which Amerimax U.K. unconditionally guarantied its Guarantied

Obligations.




 




“U.S. Operating Co.” has the meaning specified

in the preamble hereof.




 




“U.S. Operating Co. Guaranty” means the

Guaranty, dated as of September 25, 1996, made by U.S. Operating Co. in

favor of the Guarantied Parties, as amended, supplemented or otherwise modified

from time to time, pursuant to which U.S. Operating Co. unconditionally

guarantied its Guarantied Obligations.




 




“U.S. Operating Co. Revolving Credit Note”

means a promissory note of U.S. Operating Co. payable to the order of any

Revolving Credit Lender, in substantially the form of Exhibit A-4,

evidencing the aggregate Indebtedness of U.S. Operating Co. to such Revolving

Credit Lender resulting from the Revolving Credit Loans (including such

Lender’s Existing Revolving Credit Loans made to U.S. Operating Co., if any)

made from time to time by such Revolving Credit Lender to U.S. Operating Co.,

which promissory note replaces the Existing Note of such Lender evidencing said

Existing Revolving Credit Loans.




 




“Voting Stock” means, with reference to any

Person, the Stock of any class or classes if the holders of such Stock are

ordinarily, in the absence of contingencies, entitled to vote for the election

of the directors (or Persons performing similar functions) of such Person, even

though the right so to vote has been suspended by the happening of such a

contingency.




 




“wholly owned” means, in the case of any

Non-Domestic Subsidiary of any Person, that all of the Stock of such Subsidiary

is owned by such Person other than Qualifying Shares and, in the case of any

Domestic Subsidiary of any Person, that all of the Stock of such Subsidiary is

owned by such Person.




 




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1.2           Computation

of Time Periods.  In this

Agreement, in the computation of periods of time from a specified date to a

later specified date, the word “from” means “from and including” and the words

“to” and “until” each mean “to but excluding” and the word “through” means “to

and including”.




 




1.3           Accounting

Terms.  All accounting terms not

specifically defined herein shall be construed in conformity with GAAP and all

accounting determinations required to be made pursuant hereto shall, unless

expressly otherwise provided herein, be made in conformity with GAAP.




 




1.4           Certain

Terms.  The words “herein,”

“hereof” and “hereunder” and other words of similar import refer to this

Agreement as a whole, and not to any particular Article, Section, subsection or

clause in this Agreement.  References

herein to an Exhibit, Schedule, Article, Section, subsection or clause refer to

the appropriate Exhibit or Schedule to, or Article, Section, subsection or clause

in this Agreement.




 




(a)           For

purposes of this Agreement and each other Loan Document, the term “Lender”

includes the Swing Loan Lender, and the terms “Lender”, “Swing Loan Lender”,

“Issuer”, “U.K. Trustee” and “Agent” include their respective successors and

assigns, the terms “Lender”, “Swing Loan Lender” and “Issuer” include each

assignee of such Lender, Swing Loan Lender or Issuer who becomes a party hereto

pursuant to Section 10.7.




 




(b)           Upon

the appointment of any successor Agent pursuant to Section 9.6, references to

BNP Paribas in Section 9.3 and in the definitions of “Agency Agreement”,

“Eurocurrency Rate” and “U.K. Trustee” shall be deemed to refer to the

successor then acting as the Agent.




 




(c)           For

purposes of this Agreement and each other Loan Document, the Obligations shall

be deemed to remain outstanding until all Obligations (other than Obligations

in respect of indemnification and expense reimbursement obligations hereunder

to the extent such obligations are unknown or not then due and payable) have

been paid in full in cash.




 




1.5           Currency

Equivalents Generally. 

For all purposes of this Agreement other than (a) for purposes of

determining the unused portion of any Lender’s Revolving Credit Commitment or

any or all Loans outstanding at any time and (b) for purposes of Article

II, (i) the equivalent in any Alternative Currency of an amount in Dollars

shall be determined at the rate of exchange quoted by BNP Paribas in New York

City, at 9:00 A.M. (New York City time) on the date of determination to prime

banks in New York City for the spot purchase in the New York foreign exchange

market of such Alternative Currency with such amount of Dollars and

(ii) all references in Articles IV, VI, VII and VIII of this Agreement to

an amount in Dollars shall be deemed to mean and include a reference to the

equivalent thereof, determined as provided in clause (i) above, in an

Alternative Currency.




 




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ARTICLE II




 




AMOUNTS AND TERMS OF THE LOANS




 




2.1           The

Revolving Credit Loans. 

(a)  Each Borrower hereby agrees

to pay to each Lender when due in accordance with the terms of this Agreement

the Existing Revolving Credit Loans of such Lender made to such Borrower.




 




(b)           On

the terms and subject to the conditions contained in this Agreement, each

Revolving Credit Lender severally agrees (i) on the Effective Date, if,

and only if, the Borrowers concurrently repay in full the Existing Term Loans,

to make Revolving Credit Loans to the Borrowers in a principal amount not to

exceed the lesser of (x) such Revolving Credit Lender’s Revolving Credit

and (y) such Revolving Credit Lender’s Revolving Credit Commitment at such

time multiplied by the Available Credit on the Effective Date, provided

that, notwithstanding anything in this Article II to the contrary, the aggregate

principal amount of Revolving Credit Loans outstanding on the Effective Date

may not exceed $85,000,000 and (ii) from time to time on any Business Day

during the period from the Effective Date until the Revolving Credit Commitment

Termination Date, to make Revolving Credit Loans to the Borrowers, in Dollars

or in an Alternative Currency, in an aggregate principal amount not to exceed

the lesser of (1) such Revolving Credit Lender’s Revolving Credit

Commitment at such time and (2) such Revolving Credit Lender’s Revolving

Credit Ratable Portion multiplied by, in the case of any such Loan made to

Dutch Company, Dutch Operating Co. or to U.K. Operating Co., the Available

Credit at such time and, in the case of any such Loan made to U.S. Operating

Co., the Available U.S. Credit at such time; provided, however,

that the aggregate principal amount of all Revolving Credit Loans made at any

time by the Revolving Credit Lenders shall not exceed the lesser of

(A) the Revolving Credit Commitments of the Revolving Credit Lenders at

such time and (B) in the case of any such Loan made to Dutch Company,

Dutch Operating Co. or to U.K. Operating Co., the Available Credit at such time

and, in the case of any such Loan made to U.S. Operating Co., the Available

U.S. Credit at such time.




 




(c)           Within

the limits of each Revolving Credit Lender’s Revolving Credit Commitment, any

principal amount of the Revolving Credit Loans prepaid pursuant to Section

2.7(b) may be reborrowed under Section 2.1(b).




 




(d)           The

Revolving Credit Loans of each Revolving Credit Lender made to a Borrower shall

be evidenced by a U.S. Operating Co. Revolving Credit Note made by U.S.

Operating Co., a Dutch Company Revolving Credit Note made by Dutch Company, a

U.K. Operating Co. Revolving Credit Note made by U.K. Operating Co. or a Dutch

Operating Co. Revolving Credit Note made by Dutch Operating Co., as the case

may be, in each case to the order of such Revolving Credit Lender.




 




2.2           Effective Date

Assignment, Etc.  On the Effective

Date, (i) all Obligations with respect to Revolving Credit Loans under the

Existing Credit Agreement shall be deemed to be Obligations outstanding under

this Agreement, (ii) the Revolving Credit Commitments shall be increased

from $100,000,000 to $110,000,000, (iii) that portion of 




 




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the Revolving Credit Commitments of the Existing Lenders that are not

party to this Agreement shall be deemed to be assigned to the Lenders party to

this Agreement, and each such Existing Lender shall cease to be a party to this

Agreement, (iv) the Commitment of each Revolving Credit Lender party to

the Existing Credit Agreement that is a party to this Agreement shall be

adjusted from such Revolving Credit Lender’s “Commitment” under the Existing Credit

Agreement to the amount set forth opposite such Revolving Credit Lender’s name

under the heading “Commitment” on Schedule I and (v) each Revolving

Credit Lender whose Ratable Portion of the Revolving Loans outstanding on the

Effective Date exceeds the amount of the Revolving Credit Loans held by it on

such date shall purchase Revolving Credit Loans from such other Revolving

Credit Lenders such that after giving effect to such purchase, each Revolving

Credit Lender shall hold Revolving Loans equal to its Ratable Portion of the

Revolving Credit Loans outstanding on such date.




 




2.3           Making Loans.  (a) 

Each (x) Borrowing comprised of Base Rate Loans shall be made on

notice, given by a Borrower to the Agent not later than 11:00 A.M. (New York

City time) on the Business Day prior to the date of such proposed Borrowing;

and (y) Borrowing comprised of Eurocurrency Loans shall be made on notice,

given by a Borrower no later than 11:00 A.M. (New York City time) on the third

Business Day prior to the date of such proposed Borrowing.  The Revolving Credit Loans made in Dollars

shall be made as Base Rate Loans unless (subject to Section 2.12) the Notice of

Borrowing specifies that all or a pro rata portion thereof shall be Eurocurrency

Loans and specifies the Interest Period or Periods therefor, and the Revolving

Credit Loans (subject to Section 2.12) made in an Alternative Currency shall be

made as Eurocurrency Loans.  Each such

notice (a “Notice of Borrowing”) shall be in substantially the form of

Exhibit B, specifying therein (i) the date of such proposed

Borrowing, (ii) the aggregate amount of such proposed Borrowing,

(iii) the currency of such proposed Revolving Credit Loans, (iv) in

the case of a proposed Borrowing in Dollars, the amount thereof, if any,

requested to be Eurocurrency Loans and the initial Interest Period or Periods

therefor and (v) in the case of a proposed Borrowing in an Alternative

Currency, the initial Interest Period or Periods for the Eurocurrency Loans

comprising such Borrowing, except that if no Interest Period is selected for

any Eurocurrency Loan, the Interest Period for such Loan shall be one month; provided,

however, that the aggregate of the Eurocurrency Loans made in the same

currency to any Borrower for each Interest Period must be in an amount of not

less than $500,000 or an integral multiple of $100,000 in excess thereof (or

the equivalent thereof in the applicable Alternative Currency) and each

Borrowing consisting of Base Rate Loans shall be in an aggregate amount of not

less than $500,000 or an integral multiple of $100,000 in excess thereof.




 




(b)           The

Agent shall give to each Lender prompt notice of the Agent’s receipt of a

Notice of Borrowing and, if Eurocurrency Loans are properly requested in such

Notice of Borrowing, the applicable interest rate under Section 2.9(b).  Each Lender shall, before 11:00 A.M. (New

York City time) on the date of the proposed Borrowing by any Borrower, make

available for the account of its Applicable Lending Office to the Agent

(i) in the case of a Borrowing in Dollars, at such account maintained at

the Payment Office for Dollars as shall have been notified by the Agent to the

Lenders prior thereto and in immediately available funds, such Lender’s ratable

portion of such 




 




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Borrowing in Dollars, and (ii) in the case of a Borrowing in an

Alternative Currency, at such account maintained at the Payment Office for such

Alternative Currency as shall have been notified by the Agent to the Lenders

prior thereto and in immediately available funds, such Lender’s ratable portion

of such Borrowing in such Alternative Currency.  After the Agent’s receipt of such funds and upon fulfillment of

the applicable conditions set forth in Article III, the Agent will make such

funds available to such Borrower at the aforesaid applicable Payment Office.




 




(c)           Each

Notice of Borrowing shall be irrevocable and binding on the Borrower or

Borrowers delivering such Notice.  If

any Notice of Borrowing given by a Borrower specifies that any of the Loans

comprising the proposed Borrowing in respect of which such Notice of Borrowing

is delivered are to be comprised of Eurocurrency Loans or Loans denominated in

an Alternative Currency, such Borrower shall indemnify each Lender against any

loss, cost or expense incurred by such Lender as a result of any failure to

fulfill on or before the date specified in such Notice of Borrowing for such

proposed Borrowing the applicable conditions set forth in Article III,

including, without limitation, any loss (including, without limitation, loss of

anticipated profits), cost or expense incurred by reason of the

liquidation or reemployment of deposits or other funds acquired by such Lender

to fund any Eurocurrency Loan or any Loan denominated in an Alternative Currency

to be made by such Lender as part of such proposed Borrowing, as a result of

such failure, is not made on such date.




 




(d)           Unless

the Agent shall have received notice from a Lender prior to the date of any

proposed Borrowing by any Borrower that such Lender will not make available to

the Agent such Lender’s Ratable Portion of such Borrowing, the Agent may assume

that such Lender has made such Ratable Portion available to the Agent on the

date of such Borrowing in accordance with this Section 2.3 and the Agent may,

in reliance upon such assumption, make available to such Borrower on such date

a corresponding amount.  If and to the

extent that such Lender shall not have so made such Ratable Portion available

to the Agent, such Lender and such Borrower severally agree to repay to the

Agent forthwith on demand such corresponding amount together with interest

thereon, for each day from the date such amount is made available to such

Borrower until the date such amount is repaid to the Agent, at (i) in the

case of such Borrower, the interest rate applicable at the time to the Loans

comprising such Borrowing and (ii) in the case of such Lender, the Federal

Funds Rate.  If such Lender shall repay

to the Agent such corresponding amount, such amount so repaid shall constitute

such Lender’s Loan as part of such Borrowing for purposes of this

Agreement.  If such Borrower shall repay

to the Agent such corresponding amount, such payment shall not relieve such

Lender of any obligation it may have to such Borrower hereunder.




 




(e)           The

failure of any Lender to make the Loan to be made by it as part of any

Borrowing shall not relieve any other Lender of its obligation, if any,

hereunder to make its Loan on the date of such Borrowing, but no Lender shall

be responsible for the failure of any other Lender to make the Loan to be made

by such other Lender on the date of any Borrowing.




 




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2.4           Fees.  (a) 

The Borrowers jointly and severally agree to pay to each Revolving

Credit Lender a commitment fee on the average daily unused portion of such

Revolving Credit Lender’s Revolving Credit Commitment from the Effective Date

until the Revolving Credit Commitment Termination Date at the rate of 1/2 of 1%

per annum, payable on the last day of each quarter during the term of such

Revolving Credit Lender’s Revolving Credit Commitment, on the date of any

reduction of the Revolving Credit Commitments pursuant to Section 2.5 and on

the Revolving Credit Commitment Termination Date.




 




(b)           Euramax

U.S. has agreed to pay to BNP Paribas and the Lenders additional fees, the

amount and dates of payment of which are embodied in (a) a separate fee letter,

dated March 8, 2002, between Euramax U.S. and BNP Paribas and (b) a separate

syndication fee letter, dated March 8, 2002, between Euramax U.S. and the

Lenders.




 




(c)           Euramax

U.S. has agreed to pay to Wachovia Bank, N.A., in its capacity as Collateral

Agent, additional fees and expenses (including, without limitation, in

connection with the performance of field audits), the amount and dates of

payment of which are embodied in a separate written agreement, dated

March 8, 2002, between Euramax U.S. and Wachovia Bank, N.A.




 




(d)           For

purposes of determining the unused portion of each Revolving Credit Lender’s

Revolving Credit Commitment solely in order to calculate the commitment fee

under Section 2.4(a), (i) the equivalent in Dollars of each Revolving

Credit Loan made by such Revolving Credit Lender in an Alternative Currency as

determined on the date of the making of such Revolving Credit Loan shall be the

amount of such Revolving Credit Lender’s Revolving Credit Commitment used in

connection with such Revolving Credit Loan, and no further adjustments shall be

made with respect to the unused portion of such Revolving Credit Lender’s

Revolving Credit Commitment based upon fluctuations thereafter in the value of

the Alternative Currency of such Revolving Credit Loan; and (ii) no Swing

Loan shall constitute the usage of any Revolving Credit Lender’s Commitment

other than of the Swing Loan Lender.




 




2.5           Reduction and Termination of the

Revolving Credit Commitments. 

(a)  The Borrowers may, upon at

least three Business Days’ prior written notice to the Agent, terminate in

whole or reduce ratably in part, without premium or penalty except as otherwise

provided in Section 10.4, the unused portions of the respective Revolving

Credit Commitments of the Revolving Credit Lenders; provided, however,

that each partial reduction shall be in the aggregate amount of not less than

$500,000 or an integral multiple of $100,000 in excess thereof (or the

equivalent thereof in the applicable Alternative Currency determined on the

date notice of repayment is given in accordance with Section 2.16(c)); and provided,

further, however, that in no event shall the Revolving Credit

Commitments be reduced to below $1,000,000.




 




(b)           The

then current Revolving Credit Commitments shall be reduced on each date on

which a prepayment of Revolving Credit Loans is made pursuant to Section

2.7(c)(ii) or (iv) in the amount of such prepayment (and the

Revolving Credit 




 




62





























 




Commitment of each Revolving Credit Lender shall be reduced by its

Ratable Portion of such amount).




 




2.6           Repayment.  Each Borrower shall repay the entire unpaid

principal amount of its Revolving Credit Loans and Swing Loans on the

Termination Date.




 




2.7           Prepayments.  (a) 

No Borrower shall have any right to prepay the principal amount of any

Loan other than as provided in this Section 2.7.




 




(b)           Each

Borrower may, without premium or penalty, upon at least three Business Days’

prior notice to the Agent in the case of Eurocurrency Loans and one Business

Day’s prior notice to the Agent in the case of Base Rate Loans, stating the

proposed date and aggregate principal amount of the prepayment, prepay the

outstanding principal amount of any Revolving Credit Loans or Swing Loans of

such Borrower in whole or ratably in part, together with accrued interest to

the date of such prepayment on the principal amount prepaid; provided, however,

that (i) Swing Loans made to U.S. Operating Co. may be prepaid on notice

given by 11:00 A.M. (New York City time) on the date of prepayment;

(ii) any prepayment of any Eurocurrency Loan shall be made on, and only

on, the last day of an Interest Period for such Loan; and (iii) each

partial prepayment shall be in an aggregate principal amount not less than

$500,000 or integral multiples of $100,000 in excess thereof (or the equivalent

thereof in an Alternative Currency, determined on the date notice of prepayment

is given in accordance with Section 2.16(c)) in the case of Eurocurrency Loans

and not less than $100,000 or integral multiples thereof in the case of Base

Rate Loans.  Upon the giving of such

notice of prepayment, the principal amount of the Loans specified to be prepaid

shall become due and payable on the date specified for such prepayment.




 




(c)           (i)            If at any time (A) the

equivalent in Dollars of the aggregate principal amount of Revolving Credit

Loans and Swing Loans outstanding at such time (determined in accordance with

Section 2.16(c)) plus the Letter of Credit Obligations outstanding at such time

exceeds the Maximum Amount of Revolver Liabilities at such time, the Borrowers

shall forthwith first prepay the Revolving Credit Loans and Swing Loans then

outstanding in an amount equal to such excess, together with accrued interest

thereon, and, if after such prepayment, any such excess shall remain, the

Borrowers shall provide cash collateral for all Letter of Credit Obligations in

accordance with clause (vii) below in an amount equal to such remaining excess,

or (B) the equivalent in Dollars of the aggregate principal amount of the

Revolving Credit Loans and Swing Loans of U.S. Operating Co. outstanding at

such time plus the Letter of Credit Obligations of U.S. Operating Co.

outstanding at such time exceeds the Maximum Amount of Revolver Liabilities of

U.S. Operating Co. at such time, U.S. Operating Co. shall forthwith first

prepay such Loans in an amount equal to such excess, together with accrued

interest thereon, and, if after such prepayment, any such excess shall remain,

U.S. Operating Co. shall provide cash collateral for all Letter of Credit

Obligations of U.S. Operating Co. in accordance with clause (vii) below in an

amount equal to such remaining excess.




 




(ii)           Each

Borrower shall forthwith prepay the Revolving Credit Loans and Swing Loans,

and, if there are no Loans outstanding, cash collateralize all




 




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Letter of Credit Obligations in accordance with clause (vii) below,

upon receipt by any Loan Party or any of its Subsidiaries of (A) Asset

Sale Proceeds in an amount equal to such Asset Sale Proceeds and (B) cash

payments under any Investments constituting Asset Sale Proceeds in an amount

equal to such payments, in each case referred to in this clause (ii), together

with accrued interest to the date of such prepayment on the principal amount

prepaid, provided that in the case of any Asset Sale Proceeds and other

payments referred to above, unless and until the amount thereof, when taken

together with all prior Asset Sales made on or after the Effective Date, the

Asset Sale Proceeds of which were not applied to the Loans, is an aggregate

amount in excess of $1,000,000 or involves assets having a Fair Market Value in

excess of $1,000,000 (or the equivalent thereof in an Alternative Currency

determined in accordance with Section 2.16(c)), no payment shall be required

pursuant to this subsection (c)(ii) except if such Asset Sale Proceeds are

subject to subsection (c) of the definition of Asset Sale Proceeds.




 




(iii)          Intentionally

Omitted.




 




(iv)          The

Borrowers shall, upon receipt by any Loan Party of any reversion from a defined

benefit plan, prepay the Revolving Credit Loans and Swing Loans, and, if there

are no Loans outstanding, cash collateralize all Letter of Credit Obligations

in accordance with clause (vii) below, in an amount equal to the amount of such

reversion so received, together with accrued interest to the date of such

prepayment on the amount prepaid.  For

purposes of this subsection (iv), reversion is defined as the amount of surplus

assets which, upon the termination of any defined benefit plan, revert to any

Loan Party or any of its Subsidiaries (net of any taxes, after taking into

account any available tax credits or deductions, and excise taxes or penalties

thereon).




 




(v)           Intentionally

Omitted.




 




(vi)          If

at any time (A) the aggregate principal amount of the Swing Loans of U.S.

Operating Co. outstanding at such time exceeds the lower of (x) the Swing

Loan Lender’s Revolving Credit Ratable Portion of the Maximum Amount of

Revolver Liabilities of U.S. Operating Co. at such time and (y) the Swing

Loan Sublimit and (B) the aggregate principal amount of the Swing Loans

made to U.S. Operating Co. and the Swing Loan Lender’s Revolving Credit Loans

made to U.S. Operating Co. outstanding at such time plus the Swing Loan

Lender’s participations in Letter of Credit Obligations of U.S. Operating Co.

outstanding at such time exceeds the Swing Loan Lender’s Revolving Credit

Ratable Portion of the Maximum Amount of Revolver Liabilities of U.S. Operating

Co. at such time, then U.S. Operating Co. shall forthwith prepay the Swing

Loans then outstanding in an amount equal to such excess, together with accrued

interest.




 




(vii)         If

at any time cash collateral for the Letter of Credit Obligations is required

pursuant to this Section 2.7, the Borrowers shall forthwith pay to the Agent

immediately available funds in the amount of such required cash collateral for

deposit in the L/C Cash Collateral Account referred to in Section 8.4, which

funds shall be maintained in the L/C Cash Collateral Account in accordance with

the provisions of Section 8.4.




 




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2.8           Conversion/Continuation

Option.  (a)  With respect to each Eurocurrency Loan of

any Borrower other than a Dollar Loan, at the end of any Interest Period with

respect thereto such Eurocurrency Loan shall be continued as a Eurocurrency

Loan for an additional Interest Period selected by such Borrower pursuant to a

written notice (an “IP Notice”) delivered to the Agent at least three

Business Days prior to the first day of such Interest Period; provided, however,

that if such Borrower fails to specify an Interest Period for such Eurocurrency

Loan, such Interest Period shall be one month.




 




(b)           With

respect to Base Rate Loans and Eurocurrency Loans that are Dollar Loans of any

Borrower other than Swing Loans, such Borrower may elect at any time to convert

Base Rate Loans or any portion thereof to Eurocurrency Loans, and, at the end

of any Interest Period with respect thereto, to convert Eurocurrency Loans or

any portion thereof into Base Rate Loans, or to continue such Eurocurrency

Loans or any portion thereof for an additional Interest Period, by delivering a

written notice, in substantially the form of Exhibit C hereto (a “Notice of

Conversion or Continuation”), to the Agent at least three Business Days

prior to the proposed date of conversion or continuation specifying

(i) the amount and type of conversion or continuation, (ii) in the

case of a conversion to or a continuation of Eurocurrency Loans, the Interest

Period therefor and (iii) in the case of a conversion, the date of conversion

(which date shall be a Business Day and, if a conversion from Eurocurrency

Loans, shall also be the last day of the Interest Period therefor); provided,

however, that if, with respect to any Eurocurrency Loans that are Dollar

Loans of any Borrower, the Agent does not receive, within the time period

required under the terms of this Section 2.8, a Notice of Conversion or

Continuation from such Borrower containing a permitted election to continue

such Eurocurrency Loans for an additional Interest Period or to convert any

such Loans, then, upon the expiration of the Interest Period therefor, such

Loans will be automatically converted to Base Rate Loans.




 




(c)           With

respect to all Eurocurrency Loans, the aggregate of the Eurocurrency Loans of

the same currency for each Interest Period therefor shall be in the amount of

$500,000 or an integral multiple of $100,000 in excess thereof (or the

equivalent thereof in an Alternative Currency determined in accordance with

Section 2.16(c)).  Each continuation of

any Eurocurrency Loans of the same currency and each conversion or continuation

of any Eurocurrency Loans of the same currency or of Base Rate Loans shall be

allocated among such Loans of all Lenders ratably.  The Agent shall promptly notify each Lender of its receipt of an

IP Notice or a Notice of Conversion or Continuation and of the contents

thereof.  Each Notice of Conversion or

Continuation and each IP Notice shall be irrevocable.




 




(d)           Notwithstanding

the foregoing provisions of this Section 2.8, no conversion in whole or in part

of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in

part of Eurocurrency Loans that are Dollar Loans upon the expiration of any

Interest Period therefor, shall be permitted at any time at which an Event of

Default shall have occurred and be continuing, and all Eurocurrency Loans that

are in an Alternative Currency shall be of the duration therefor provided in

Section 2.9(d).




 




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2.9           Interest.  Each Borrower shall pay interest on the

unpaid principal amount of each Loan made to it, in each case from the date

thereof until the principal amount thereof shall be paid in full, at the

following rates per annum:




 




(a)           For

Base Rate Loans and subject to subsection (c) below, at a rate per annum equal

at all times to the Base Rate in effect from time to time plus the

Applicable Base Rate Margin, payable, in all cases, quarterly on the first day

of each January, April, July and October and on the date any Base

Rate Loan is converted or paid in full, and, in addition, on the Revolving

Credit Commitment Termination Date in the case of the Revolving Credit Loans

and Swing Loans.




 




(b)           For

Eurocurrency Loans and subject to subsection (c) below, at a rate per annum

equal at all times during the applicable Interest Period for each Eurocurrency

Loan to the sum of the Eurocurrency Rate for such Interest Period plus

the Applicable Eurocurrency Margin in effect on the first day of such Interest

Period, (i) payable on the last day of such Interest Period, (ii) on

the last day of the third month of each six month Interest Period and

(iii) in addition, on the Revolving Credit Commitment Termination Date in

the case of the Revolving Credit Loans and Swing Loans.




 




(c)           Upon

the occurrence and during the continuance of (A) any Event of Default

other than an Event of Default under Section 8.1(c) and (B) any Event of

Default under Section 8.1(c) if such Event of Default shall be continuing for a

period greater than 30 days after its occurrence, notwithstanding the rates of

interest specified in Section 2.9(a) or (b) or elsewhere herein,

effective immediately upon the occurrence of an Event of Default, and for as

long thereafter as such Event of Default shall be continuing, the principal

balance of all Loans and the amount of all other Obligations shall bear

interest at a rate which is two percent per annum in excess of the rate of

interest applicable to such Obligations from time to time.




 




(d)           Without

prejudice to the rights of any Lender under the foregoing provisions of Section

2.9(c), each Borrower shall indemnify each Lender against any loss or expense

which it may sustain or incur as a result of the failure by such Borrower to

pay when due any principal of any Loan, to the extent that any such loss or

expense is not recovered pursuant to the foregoing provisions.  A certificate of any such Lender setting

forth the basis for the determination of the interest due and of the amounts

necessary to indemnify such Lender in respect of such loss or expense,

submitted to such Borrower and the Agent by such Lender, shall be conclusive

and binding for all purposes absent manifest error.




 




(e)           Notwithstanding

anything herein or in the Notes to the contrary, but without prejudice to the

first sentence of Section 10.8, if at any time the applicable interest rate,

together with all fees and charges which are treated as interest under

applicable law (collectively the “Charges”), as provided for herein or

in any other document executed in connection herewith, or otherwise contracted for,

charged, received, taken or reserved by any Lender, shall exceed the maximum

lawful rate (“Maximum Rate”) which may be contracted for, charged,

taken, received or reserved by any Lender in accordance with applicable law,

the rate of interest payable under the Note 




 




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or Notes held by such Lender, together with all Charges payable to such

Lender, shall be limited to the Maximum Rate.




 




2.10         Interest Rate Determination and

Protection.  (a)  The Eurocurrency Rate for each Interest

Period for Eurocurrency Loans shall be determined by the Agent two Business

Days before the first day of such Interest Period.




 




(b)           The

Agent shall give prompt notice to each Borrower and the Lenders of the

applicable interest rate determined by the Agent for purposes of Section 2.9(b)

and (c).




 




(c)           If,

with respect to any Loans made in any Alternative Currency, the Agent

determines that, or if the Majority Lenders notify the Agent that, deposits in

such Alternative Currency in the amount of such Loans are not generally

available, each Borrower shall, within three days following notice from the

Agent, prepay all Loans made in such Alternative Currency and the obligation of

the Lenders to make Loans in such Alternative Currency shall be suspended until

the Agent shall notify the Borrowers that the Agent or the Majority Lenders, as

the case may be, have determined that deposits in such Alternative Currency are

generally available.




 




(d)           If,

with respect to Eurocurrency Loans, the Agent determines that, or if the

Majority Lenders notify the Agent that, the Eurocurrency Rate for any Interest

Period therefor will not adequately reflect the cost to such Majority Lenders

of making such Loans or funding or maintaining their respective Eurocurrency

Loans for such Interest Period, the Agent shall forthwith so notify each

Borrower and the Lenders, whereupon:




 




(i)            each

Eurocurrency Loan made in Dollars will automatically, on the last day of the

then existing Interest Period therefor, convert into a Base Rate Loan, and the

obligations of the Lenders to make Eurocurrency Loans or to convert Base Rate

Loans into Eurocurrency Loans shall be suspended until the Agent shall notify

the Borrowers that the Agent or the Majority Lenders, as the case may be, have

determined that the circumstances causing such suspension no longer exist;




 




(ii)           in

the case of Eurocurrency Loans made in an Alternative Currency, the Agent shall

(after consultation with each Lender) give notice (a “Substitute Rate Notice”)

to each Borrower of that rate of interest agreed upon by the Agent and the

Lenders as the rate at which the Lenders are prepared to lend an amount equal

to the then unpaid amount of each such Eurocurrency Loan and the Interest

Period applicable thereto (such rate of interest being a “Substitute

Eurocurrency Rate”), which Substitute Rate Notice shall set forth the

computations made by the Agent in determining such Substitute Eurocurrency

Rate, and which computations shall reflect (A) the cost to each Lender of

funding for such Interest Period said Eurocurrency Loan from alternative

sources plus (B) the Applicable Eurocurrency Margin, and, unless such

Borrower elects to prepay in full all Eurocurrency Loans of such Borrower in

accordance with clause (iii) below, the rate of interest applicable to each of

its Eurocurrency Loans made in an Alternative Currency shall be the Substitute

Eurocurrency Rate as determined pursuant to this clause 




 




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(ii), and the Agent shall then promptly notify such Borrower and each

Lender to such effect; and




 




(iii)          each

Borrower may, within three days after receiving any Substitute Rate Notice from

the Agent, give notice (the giving of which shall be irrevocable) to the Agent

of its election to prepay in full all outstanding Eurocurrency Loans made to

such Borrower in an Alternative Currency and the date of such prepayment (which

date shall be a Business Day not less than three nor more than five days after

the date of such notice), and if such Borrower so elects to prepay, it shall be

obligated to pay on such date the unpaid amount of all outstanding Eurocurrency

Loans made by each Lender to such Borrower in an Alternative Currency, together

with an amount equal to (A) the cost to such Lender of funding such Loans

for the period from the last interest payment date applicable to such Loans to

the date of prepayment pursuant to this clause (iii), plus (B) the

Applicable Eurocurrency Margin, plus (C) any other amounts required

hereunder to be paid by such Borrower (all such amounts to be determined by

such Lender and notified by the Agent to such Borrower).




 




2.11         Increased

Costs.  If, due to either

(i) the introduction of or any change in or in the interpretation of any

law or regulation (other than any change by way of imposition or increase of

reserve requirements included in determining the Eurocurrency Rate Reserve

Percentage) or (ii) compliance with any guideline or request from any

central bank or other Governmental Authority (whether or not having the force

of law), there shall be any increase in the cost to any Lender of agreeing to

make or making, funding or maintaining any Eurocurrency Loans, then each

Borrower shall from time to time, upon demand by such Lender (with a copy of

such demand to the Agent), pay to the Agent for the account of such Lender

additional amounts sufficient to compensate such Lender for such increased

cost, provided that the Loan Parties, CVC U.S. or CVC Europe shall have

the right to replace such Lender in accordance with the provisions of Section

10.7 applicable to assignments.  A

certificate as to the amount of such increased cost, submitted to such Borrower

and the Agent by such Lender, shall be conclusive and binding for all purposes,

absent manifest error.  If such Borrower

so notifies the Agent within five Business Days after any Lender notifies such

Borrower of any increased cost pursuant to the foregoing provisions of this

Section 2.11, such Borrower may either (i) prepay in full all Eurocurrency

Loans of such Lender then outstanding in accordance with Section 2.7(b) and

(c) and, additionally, reimburse such Lender for such increased cost in

accordance with this Section 2.11 or (ii) in the case of Dollar Loans

only, convert all outstanding Eurocurrency Loans made to it by the Lenders into

Base Rate Loans in accordance with Section 2.8 and, additionally, reimburse

such Lender for such increased cost in accordance with this Section 2.11.




 




2.12         Illegality.  Notwithstanding any other provision of this

Agreement, if the introduction of or any change in or in the interpretation of

any law or regulation shall make it unlawful, or any central bank or other

Governmental Authority shall assert that it is unlawful, for any Lender or its

Eurocurrency Lending Office to make Eurocurrency Loans in Dollars or in any

Alternative Currency or to continue to fund or maintain Eurocurrency Loans in

Dollars or in any Alternative Currency, then, on notice thereof and demand

therefor by such Lender to the Borrowers through the Agent, (i) the




 




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obligation of such Lender to make or to continue Eurocurrency Loans in

Dollars or in such Alternative Currency, as the case may be, and to convert

Base Rate Loans into Eurocurrency Loans in Dollars or in such Alternative

Currency, as the case may be, shall terminate and (ii) the Borrowers shall

forthwith prepay in full all Eurocurrency Loans of such Lender in Dollars or in

such Alternative Currency, as the case may be, then outstanding, together with interest

accrued thereon, unless, in the case of the Dollar Loans only, within five

Business Days of such notice and demand, all outstanding Eurocurrency Loans

made by the Lenders are converted into Base Rate Loans.




 




2.13         Capital

Adequacy.  If (i) the introduction

of or any change in or in the interpretation of any law or regulation,

(ii) compliance with any law or regulation, or (iii) compliance with

any guideline or request from any central bank or other Governmental Authority

(whether or not having the force of law) affects or would affect the amount of

capital required or expected to be maintained by any Lender or the Issuer or

any corporation controlling any Lender or the Issuer and such Lender or the

Issuer reasonably determines that such amount is based upon the existence of

such Lender’s or Issuer’s Revolving Credit Commitments, Loans and commitments

in respect of Letters of Credit and its other commitments and loans of this

type, then, upon demand by such Lender or the Issuer (with a copy of such demand

to the Agent), each Borrower shall pay to the Agent for the account of such

Lender or the Issuer, from time to time as specified by such Lender or the

Issuer, additional amounts sufficient to compensate such Lender or the Issuer

in the light of such circumstances, to the extent that such Lender or the

Issuer reasonably determines such increase in capital to be allocable to the

existence of such Lender’s Revolving Credit Commitments and Loans or the

Issuer’s Revolving Credit Commitments and agreements herein with respect to

Letters of Credit, provided that the Loan Parties, CVC U.S. or CVC Europe shall

have the right to replace such Lender in accordance with the provisions of

Section 10.7 applicable to assignments. 

A certificate as to such amounts submitted to such Borrower and the

Agent by such Lender or the Issuer shall be conclusive and binding for all

purposes absent manifest error.




 




2.14         Payments

and Computations  (a)  Each Borrower shall make each payment

hereunder and under the Notes, except with respect to principal of, interest

on, and other amounts relating to, Loans denominated in an Alternative

Currency, not later than 11:00 A.M. (New York City time) on the day when due,

in Dollars, to the Agent in immediately available funds by deposit of such

funds to the Agent’s account maintained at the Payment Office for Dollars in

New York City, without set-off or counterclaim.  Each Borrower shall make each payment hereunder and under the

Notes with respect to principal of, interest on, and other amounts relating to

Loans denominated in an Alternative Currency not later than 11:00 A.M. (at the

Payment Office for such Alternative Currency) on the day when due in such

Alternative Currency to the Agent in immediately available funds by deposit of

such funds to the Agent’s account maintained at such Payment Office.  The Agent will promptly thereafter cause to

be distributed in like funds relating to the payment of principal or interest

or fees (other than amounts payable pursuant to Section 2.11, 2.12, 2.13, 2.15,

2.18 or 2.19) to the Lenders and the Issuer, in accordance with their

respective Ratable Portions, for the account of their respective Applicable

Lending Offices, and like funds relating to the payment of any other amount

payable to any Lender to such Lender for the account of its Applicable 




 




69





























 




Lending Office, in each case to be applied in accordance with the terms

of this Agreement.  Payment received by

the Agent after 11:00 A.M. (New York City time or at the Payment Office for the

Alternative Currency, as the case may be) shall be deemed to be received on the

next Business Day.




 




(b)           Each

Borrower hereby authorizes each Lender and the Issuer, if and to the extent

payment owed to such Lender or the Issuer is not made when due hereunder or

under any Loan held by such Lender or any Letter of Credit Obligation, to

charge from time to time against any or all of such Borrower’s accounts with

such Lender or the Issuer any amount so due.




 




(c)           All

computations of interest based on the Base Rate, the Eurocurrency Rate or the

Federal Funds Rate and of fees shall be made by the Agent on the basis of a

year of 360 days, in each case for the actual number of days (including the

first day but excluding the last day) occurring in the period for which such

interest and fees are payable.  Each

determination by the Agent of an interest rate hereunder shall be conclusive

and binding for all purposes, absent manifest error.




 




(d)           Whenever

any payment hereunder or under the Notes shall be stated to be due on a day

other than a Business Day, such payment shall be made on the next succeeding

Business Day, and such extension of time shall in such case be included in the

computation of payment of interest or fee, as the case may be; provided,

however, that if such extension would cause payment of interest on or

principal of any Eurocurrency Loan to be made in the next calendar month or if

such extension would cause payment of principal of any Loan to be made in the

next calendar year, such payment shall be made on the next preceding Business

Day.




 




(e)           Unless

the Agent shall have received notice from a Borrower prior to the date on which

any payment is due hereunder to the Lenders that such Borrower will not make

such payment in full, the Agent may assume that such Borrower has made such

payment in full to the Agent on such date and the Agent may, in reliance upon

such assumption, cause to be distributed to each Lender on such due date an

amount equal to the amount then due such Lender.  If and to the extent such Borrower shall not have so made such

payment in full to the Agent, each Lender shall repay to the Agent forthwith on

demand such amount distributed to such Lender together with interest thereon,

for each day from the date such amount is distributed to such Lender until the

date such Lender repays such amount to the Agent, at the Federal Funds Rate.




 




(f)            If

any Revolving Credit Lender (a “Non-Funding Lender”) has (x) failed

to make a Revolving Credit Loan required to be made by it hereunder, and the

Agent has determined that such Revolving Credit Lender is not likely to make

such Revolving Credit Loan or (y) given notice to the Borrowers or the

Agent that it will not make, or that it has disaffirmed or repudiated any

obligation to make, Revolving Credit Loans, in each case by reason of the

provisions of the Financial Institutions Reform, Recovery and Enforcement Act

of 1989 or otherwise, any payment made on account of the principal of the

Revolving Credit Loans outstanding shall be made as follows:




 




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(i)            in

the case of any such payment made on any date when and to the extent that, in

the determination of the Agent, the Operating Companies would be able, under

the terms and conditions hereof, to reborrow the amount of such payment under

the Revolving Credit Commitments and to satisfy any applicable conditions

precedent set forth in Article III to such reborrowing, such payment shall be

made on account of the outstanding Revolving Credit Loans held by the Revolving

Credit Lenders other than the Non-Funding Lender pro  rata

according to the respective outstanding principal amounts of the Revolving

Credit Loans of such Revolving Credit Lenders;




 




(ii)           otherwise,

such payment shall be made on account of the outstanding Revolving Credit Loans

held by the Revolving Credit Lenders pro rata according to the respective

outstanding principal amounts of such Revolving Credit Loans; and




 




(iii)          any

payment made on account of interest on the Revolving Credit Loans shall be made

pro  rata according to the respective amounts of accrued and

unpaid interest due and payable on the Revolving Credit Loans with respect to

which such payment is being made.




 




2.15         Taxes.  (a) 

Any and all payments by each Borrower under each Loan Document shall be

made free and clear of and without deduction for any and all present or future

taxes, levies, imposts, deductions, charges or withholdings, and all

liabilities with respect thereto, excluding, in the case of each Lender, the

Issuer and the Agent, (i) taxes measured by its net income, franchise and

similar taxes imposed on it, by the jurisdiction under the laws of which such

Lender, the Issuer or the Agent (as the case may be) is organized or any

political subdivision thereof and, in the case of each Lender and the Issuer,

taxes measured by its net income, franchise and similar taxes imposed on it, by

the jurisdiction of such Lender’s or the Issuer’s Applicable Lending Office or

any political subdivision thereof, and (ii) if such Lender, the Issuer or

the Agent is entitled at such time to a total or partial exemption from

withholding that is required to be evidenced by a United States Internal

Revenue Service Form W-8BEN or W-8ECI or United Kingdom Inland

Revenue Form FD13 or, in each case, any successor or additional form, taxes

imposed by reason of any failure of such Lender, the Issuer or the Agent to

deliver to the Agent or the Borrowers, from time to time as required by the

Agent or the Borrowers, such Form W-8BEN, W-8ECI or FD13 (as applicable) or, in

each case, any successor or additional form, completed in a manner reasonably

satisfactory to the Agent and the Borrowers (all such non-excluded taxes,

levies, imposts, deductions, charges, withholdings and liabilities being hereinafter

referred to as “Taxes”).  If any

Borrower shall be required by law to deduct any Taxes from or in respect of any

sum payable hereunder to any Lender, the Issuer or the Agent (i) the sum

payable shall be increased (the “Gross-Up”) as may be necessary so that

after making all required deductions (including, without limitation, deductions

applicable to additional sums payable under this Section 2.15) such Lender, the

Issuer or the Agent (as the case may be) receives an amount equal to the sum it

would have received had no such deductions been made, (ii) such Borrower

shall make such deductions, (iii) such Borrower shall pay the full amount

deducted to the relevant taxing authority or other authority in accordance 




 




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with applicable law and (iv) such Borrower shall deliver to the

Agent evidence of such payment to the relevant taxation or other authority.




 




(b)           In

addition, each Borrower agrees to pay any present or future stamp or

documentary taxes or any other excise or property taxes, charges or similar

levies of the United States or any political subdivision thereof or any

applicable foreign jurisdiction which arise from any payment made under any

Loan Document or from the execution, delivery or registration of, or otherwise

with respect to, any Loan Document (collectively, “Other Taxes”).




 




(c)           Each

Borrower will indemnify each Lender, the Issuer and the Agent for the full

amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other

Taxes imposed by any jurisdiction on amounts payable under this Section 2.15)

paid by such Lender, the Issuer or the Agent (as the case may be) and any

liability (including, without limitation, for penalties, interest and expenses)

arising therefrom or with respect thereto, whether or not such Taxes or Other

Taxes were correctly or legally asserted. 

This indemnification shall be made within 30 days from the date such

Lender, the Issuer or the Agent (as the case may be) makes written demand

therefor.




 




(d)           Within

30 days after the date of any payment of Taxes or Other Taxes, each Borrower

will furnish to the Agent, at its address referred to in Section 10.2, the

original or a certified copy of a receipt evidencing payment thereof.




 




(e)           Without

prejudice to the survival of any other agreement of the Borrowers hereunder,

the agreements and obligations of the Borrowers contained in this Section 2.15

shall survive the payment in full of the Obligations.




 




(f)            Prior

to the Effective Date in the case of the Agent, the Issuer and each Lender that

is a signatory hereto, and on the date of the Assignment and Acceptance

pursuant to which it becomes a Lender or Issuer in the case of each other

Lender and successor Issuer, and from time to time thereafter if requested by

the Borrowers or the Agent, the Agent, each Lender and the Issuer shall, if

such Person is organized under the laws of a jurisdiction outside the United

States and is entitled to an exemption from United States withholding tax or is

subject to such tax at a reduced rate under an applicable tax treaty,

(i) if it is a “bank”, within the meaning of Section 881(c)(3)(A) of the

Code, provide the Agent and the Borrowers (to the extent required by the IRS),

with the appropriate IRS Form W-8 or such other applicable form,

certificate or document prescribed by the IRS and (ii) if it is not a

“bank,” within the meaning of Section 881(c)(3)(A) of the Code, provide the

Agent and the Borrowers with the appropriate IRS Form W-8 or such other

applicable form, certificate or document proscribed by the IRS (together with a

certificate, substantially in the Form of Exhibit K, certifying that the Agent,

such Lender or the Issuer (as the case may be) is not a “bank”, within the

meaning of Section 881(c)(3)(A) of the Code), in each case certifying as to the

Agent’s, such Lender’s or the Issuer’s entitlement to such exemption or reduced

rate with respect to all payments to be made to the Agent, such Lender or the

Issuer hereunder and under the Notes. 

Unless the Borrowers and the Agent have received forms or other

documents satisfactory to them indicating that payments hereunder or under any

Note are not subject 




 




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to United States withholding tax or are subject to such tax at a rate

reduced by an applicable tax treaty, the Borrowers or the Agent shall withhold

taxes from such payments at the applicable statutory rate in the case of

payments to or for the Agent, any Lender or the Issuer, as the case may be,

that is organized under the laws of a jurisdiction outside the United

States.  Any reduction in the payment to

the Agent, any Lender or the Issuer (as the case may be) resulting from the

Agent’s, such Lender’s or the Issuer’s failure to comply with this Section

2.15(f) shall not entitle the Agent, such Lender or the Issuer (as the case may

be) to a Gross-Up provided in Section 2.15(a).




 




(g)           The

Agent, any Lender or the Issuer (as the case may be) claiming any additional

amounts payable pursuant to this Section 2.15 shall use its best efforts

(consistent with its internal policy and legal and regulatory restrictions) to

change the jurisdiction of its Applicable Lending Office if the making of such

a change would avoid the need for, or reduce the amount of, any such additional

amounts which may thereafter accrue and would not, in the reasonable judgment

of the Agent, such Lender or the Issuer (as the case may be), be otherwise

disadvantageous to the Agent, such Lender or the Issuer (as the case may be).




 




2.16         Sharing of

Payments, Etc.  (a)  If any Revolving Credit Lender shall obtain

any payment, whether voluntary, involuntary, through the exercise of any right

of set-off, or otherwise, on account of the Loans made by it (other than

pursuant to Section 2.11, 2.12, 2.13, 2.15, 2.18 or 2.19), then, if there is

any Reimbursement Obligation outstanding in respect of which the Issuer has not

received payment in full from such Revolving Credit Lender pursuant to Section

2.18(h), or if there are any Swing Loans outstanding and the Swing Loan Lender

has not received payment in full from such Revolving Credit Lender pursuant to

a notice or demand given or made pursuant to Section 2.19(e), then such

Revolving Credit Lender shall first purchase a participation in all such

Reimbursement Obligations in an amount equal to the lesser of such payment

obtained by such Revolving Credit Lender and the amount of such Reimbursement

Obligations for which the Issuer has not so received payment in full, and shall

next purchase a participation in such Swing Loans in an amount equal to the

lesser of the remaining amount of such payment obtained by such Revolving

Credit Lender and the amount of such Swing Loans for which the Swing Loan

Lender has not so received payment in full from such Revolving Credit Lender.




 




(b)           If,

after giving effect to the provisions of subsection (a) above, any Lender shall

obtain any payment, either voluntary, involuntary, through the exercise of any

right of set-off, or otherwise (each a “Payment”), on account of the

Loans made by it (other than pursuant to Section 2.11, 2.12, 2.13, 2.15, 2.18

or 2.19), as a result of which the unpaid principal portion of its Related

Claims shall be less than its Ratable Portion of the Related Claims of any

other Related Lender, it shall be deemed to have simultaneously purchased from

such other Related Lender at face value, and shall promptly pay to such other

Related Lender the purchase price for, a participation in the Related Claims of

such other Related Lender, so that the aggregate amount of the unpaid Related

Claims and participations therein held by each Related Lender shall be in the

same proportion to the aggregate amount of all Related Claims then outstanding

as the amount of its Related Claims prior to its obtaining such Payment was to

the amount of all 




 




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Related Claims outstanding prior to its obtaining such Payment; provided,

however, that if all or any portion of such Payment is thereafter

recovered from such purchasing Lender, such purchase from each Lender shall be

rescinded and such Lender shall repay to the purchasing Lender the purchase

price to the extent of such recovery together with an amount equal to such

Lender’s ratable share (according to the proportion of (i) the amount of

such Lender’s required repayment to (ii) the total amount so recovered

from the purchasing Lender) of any interest or other amount paid or payable by

the purchasing Lender in respect of the total amount so recovered.  Each Borrower agrees that any Lender so purchasing

a participation from another Lender pursuant to this Section 2.16 may, to the

fullest extent permitted by law, exercise all its rights of payment (including,

without limitation, the right of set-off) with respect to such participation as

fully as if such Lender were the direct creditor of such Borrower in the amount

of such participation.




 




(c)           Currency

Equivalents.  (i) The

equivalent in Dollars of any Alternative Currency (the “Dollar Equivalent”)

shall be determined by using the quoted spot rate at which BNP Paribas’

principal office in London offers to exchange Dollars for such Alternative

Currency in London at 11:00 A.M. (London time) two Business Days prior to the

date on which such equivalent is to be determined, and (ii) the equivalent

in any Alternative Currency of Dollars shall be determined by using the quoted

spot rate at which BNP Paribas’ principal office in London offers to exchange

such Alternative Currency for Dollars in London at 11:00 A.M. (London time) two

Business Days prior to the date on which such equivalent is to be

determined.  Except as specified in

Section 2.4(d), the equivalent in Dollars of each Eurocurrency Loan made in an

Alternative Currency shall be recalculated hereunder on each date that it shall

be necessary to determine the unused portion of each Lender’s Revolving Credit

Commitment, or any or all Loans outstanding on such date, it being understood

that all payments of principal or interest on Loans shall be made in the

currency in which such Loans were made.




 




2.17         Intentionally

Omitted.




 




2.18         Letter

of Credit Facility.  (a)  On the terms and subject to the conditions

contained in this Agreement, the Issuer agrees to issue, at the request of any

Borrower and for the account of such Borrower, one or more letters of credit

(each such letter of credit and each Existing Letter of Credit being a “Letter

of Credit”) from time to time during the period commencing on the Effective

Date and ending 30 days prior to the Revolving Credit Commitment Termination

Date; provided, however, that the Issuer shall not be under any

obligation to issue any Letter of Credit if:




 




(i)            any

order, judgment or decree of any Governmental Authority or arbitrator shall

purport by its terms to enjoin or restrain the Issuer from issuing such Letter

of Credit or any Requirement of Law applicable to the Issuer or any request or

directive (whether or not having the force of law) from any Governmental

Authority with jurisdiction over the Issuer shall prohibit, or request that the

Issuer refrain from, the issuance of letters of credit generally or such Letter

of Credit in particular or shall impose upon the Issuer with respect to such

Letter of Credit any restriction or reserve or capital requirement (for which

the Issuer is not otherwise compensated) or 




 




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result in any unreimbursed loss, cost or expense which the Issuer in

good faith deems material to it;




 




(ii)           the

Issuer shall have received written notice from the Agent, any Lender or any

Loan Party, on or prior to the Business Day prior to the requested date of

issuance of such Letter of Credit, that one or more of the applicable

conditions contained in Article III is not then satisfied;




 




(iii)          after

giving effect to the issuance of such Letter of Credit, the Letter of Credit

Obligations exceed $5,000,000;




 




(iv)          the

amount of the Letter of Credit requested exceeds, in the case of U.K. Operating

Co. or Dutch Operating Co., the Available Credit or, in the case of U.S.

Operating Co., the Available U.S. Credit; or




 




(v)           fees

due in connection with a requested issuance have not been paid.




 




None of the Lenders, in such capacity, shall have any obligation to

issue any Letter of Credit.




 




(b)           In

no event shall:




 




(i)            the

expiration date of any Letter of Credit be more than one year after the date of

issuance thereof, nor shall the expiration date of any Letter of Credit fall

after the third Business Day preceding the Revolving Credit Commitment

Termination Date; or




 




(ii)           the

Issuer issue any Letter of Credit for the purpose of supporting the issuance of

any letter of credit by any other Person or for any purpose not specified in

Section 4.18(b).




 




(c)           Prior

to the issuance of each Letter of Credit for the account of any Borrower, and

as a condition of such issuance and of the participation of each Revolving

Credit Lender (other than the Issuer) in the Letter of Credit Obligations

arising with respect thereto, such Borrower shall have delivered to the Issuer

a letter of credit reimbursement agreement, in a form satisfactory to the

Issuer (a “Letter of Credit Reimbursement Agreement”), signed by such

Borrower, and such other documents or items as may be required pursuant to the

terms thereof.  In the event of any

conflict between the terms of any Letter of Credit Reimbursement Agreement and

this Agreement, the terms of this Agreement shall govern.




 




(d)           In

connection with the issuance of each Letter of Credit for the account of any

Borrower, such Borrower shall give the Issuer and the Agent at least two

Business Days’ prior written notice (a “Letter of Credit Request”), in

substantially the form of Exhibit L, of the requested issuance of such Letter

of Credit.  Such notice shall be

irrevocable and shall specify (i) the stated amount of the Letter of

Credit requested, which stated amount shall not be less than $2,500,

(ii) the date of issuance of such 




 




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requested Letter of Credit (which day shall be a Business Day),

(iii) the date on which such Letter of Credit is to expire (which date

shall be a Business Day) and (iv) the Person for whose benefit the

requested Letter of Credit is to be issued. 

Such notice, to be effective, must be received by the Issuer and the

Agent not later than 11:00 A.M. (New York City time) on the last Business Day

on which notice can be given under the immediately preceding sentence.




 




(e)           Subject

to the terms and conditions of this Section 2.18 and provided that the

applicable conditions set forth in Article III are satisfied, the Issuer shall,

on the requested date, issue a Letter of Credit on behalf of a Borrower that

requested such Letter of Credit in accordance with the Issuer’s usual and

customary business practices.  On the

date of the proposed issuance of the Letter of Credit the Agent shall confirm to

the Issuer that the applicable conditions in Article III are satisfied.




 




(f)            Immediately

upon the issuance by the Issuer of a Letter of Credit in accordance with the

terms and conditions of this Agreement (or, in the case of Existing Letters of

Credit, upon their issuance pursuant to the Existing Credit Agreement), the

Issuer shall be deemed to have sold and transferred to each Revolving Credit

Lender, and each Revolving Credit Lender shall be deemed irrevocably and

unconditionally to have purchased and received from the Issuer, without

recourse or warranty, an undivided interest and participation, to the extent of

such Revolving Credit Lender’s Revolving Credit Ratable Portion, in such Letter

of Credit and the obligations of the Borrower that requested such Letter of

Credit with respect thereto (including, without limitation, all Letter of

Credit Obligations with respect thereto) and any security therefor and guaranty

pertaining thereto.




 




(g)           In

determining whether to pay under any Letter of Credit, the Issuer shall have no

obligation relative to the Lenders other than to confirm that any documents

required to be delivered under such Letter of Credit appear to have been

delivered and that they appear to comply on their face with the requirements of

such Letter of Credit.  Any action taken

or omitted to be taken by the Issuer under or in connection with any Letter of

Credit, if taken or omitted in the absence of gross negligence or willful

misconduct, shall not put the Issuer under any resulting liability to any

Lender.




 




(h)           In

the event that the Issuer makes any payment under any Letter of Credit and the

Borrower that is the account party thereon shall not have repaid such amount to

the Issuer pursuant to Section 2.18(l), the Issuer shall promptly notify the

Agent, which shall promptly (and in any event by no later than 11:00 A.M. (New

York City time) on the first Business Day following the date of receipt by the

Agent of such notice) notify each Revolving Credit Lender of such failure, and

each Revolving Credit Lender shall promptly (and in any event by no later than

1:00 P.M. (New York City time) on the date of receipt by such Revolving Credit

Lender of such notice, or, in the case of any notice received by such Revolving

Credit Lender on a day that is not a Business Day or after 11:00 A.M. (New York

City time) on any Business Day, by no later than 11:00 A.M. (New York City

time) on the first Business Day following such day of receipt) and

unconditionally pay to the Agent for the account of the Issuer the amount of

such 




 




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Revolving Credit Lender’s Revolving Credit Ratable Portion of such

payment in the currency of the payment by the Issuer and in immediately

available funds.  If and to the extent

any Revolving Credit Lender shall not have so made such Revolving Credit

Lender’s Revolving Credit Ratable Portion of the amount of such payment

available to the Agent for the account of the Issuer on the date specified

above, such Revolving Credit Lender agrees to pay to the Agent for the account

of the Issuer forthwith on demand such amount together with interest thereon,

for each day from such date until the date such amount is paid to the Agent for

the account of the Issuer, at the Federal Funds Rate.  The failure of any Revolving Credit Lender to make available to

the Agent for the account of the Issuer such Revolving Credit Lender’s

Revolving Credit Ratable Portion of any such payment shall not relieve any

other Revolving Credit Lender of its obligation hereunder to make available to

the Agent for the account of the Issuer such Revolving Credit Lender’s

Revolving Credit Ratable Portion of such payment on the date such payment is to

be made, and no Revolving Credit Lender shall be responsible for the failure of

any other Revolving Credit Lender to make available to the Agent for the

account of the Issuer such other Revolving Credit Lender’s Revolving Credit

Ratable Portion of any such payment.




 




(i)            Whenever

the Issuer receives a payment of a Reimbursement Obligation as to which the

Agent has received for the account of the Issuer any payment from a Revolving

Credit Lender pursuant to Section 2.18(h), the Issuer shall pay to the Agent

and the Agent shall promptly pay to such Revolving Credit Lender, in

immediately available funds, an amount equal to such Revolving Credit Lender’s

pro rata share of such payment based on the amount such Revolving Credit Lender

has paid in respect of such Reimbursement Obligation.




 




(j)            Upon

the request of any Revolving Credit Lender, the Issuer shall furnish to such

Revolving Credit Lender copies of any Letter of Credit Reimbursement Agreement

to which the Issuer is a party and such other documentation as may reasonably

be requested by such Revolving Credit Lender.




 




(k)           The

obligations of the Revolving Credit Lenders to make payments to the Agent for

the account of the Issuer with respect to Letters of Credit shall be

irrevocable and not subject to any qualification or exception whatsoever and

shall be made in accordance with the terms and conditions of this Agreement

under all circumstances (except as expressly provided in Section 2.18(g)),

including, without limitation, any of the following circumstances:




 




(i)            any

lack of validity or enforceability of this Agreement, the Existing Credit Agreement

or any of the other Loan Documents;




 




(ii)           the

existence of any claim, set-off, defense or other right which any Loan Party

may have at any time against a beneficiary named in a Letter of Credit, any

transferee of any Letter of Credit (or any Person for whom any such transferee

may be acting), the Agent, the Issuer, any Lender or any other Person, whether

in connection with this Agreement, the Existing Credit Agreement, any Letter of

Credit, the transactions contemplated herein or any unrelated transaction

(including, without 




 




77





























 




limitation, any underlying transaction between any Loan Party and the

beneficiary named in any Letter of Credit);




 




(iii)          any

draft, certificate or any other document presented under the Letter of Credit

proving to be forged, fraudulent, invalid or insufficient in any respect or any

statement therein being untrue or inaccurate in any respect;




 




(iv)          the

surrender or impairment of any security for the performance or observance of

any of the terms of any of the Collateral Documents; or




 




(v)           the

occurrence of any Default or Event of Default.




 




(l)            Each

Borrower agrees to pay to the Issuer the amount of all Reimbursement

Obligations owing to the Issuer under any Letter of Credit immediately when

due, irrespective of any claim, set-off, defense or other right which such

Borrower or any other Loan Party may have at any time against the Issuer or any

other Person.  Each Borrower agrees to

reimburse the Issuer for all amounts which the Issuer pays under such Letter of

Credit no later than the time specified in such Letter of Credit Reimbursement

Agreement.  If any Borrower does not pay

(either from the proceeds of a Borrowing or otherwise) any such Reimbursement

Obligation when due, such Reimbursement Obligation shall immediately

constitute, without necessity of further act or evidence, a loan to such

Borrower made by the Issuer except to the extent the Agent has received payment

from the Revolving Credit Lenders for the account of the Issuer pursuant to

Section 2.18(h).  Upon the making of

such payment by any Revolving Credit Lender, such Revolving Credit Lender shall

be deemed to have made a Revolving Credit Loan to such Borrower in the amount

of such payment.  If any payment made by

or on behalf of any Borrower and received by the Issuer with respect to any

Letter of Credit is rescinded or must otherwise be returned by the Issuer for

any reason and if the Issuer has made payment to the Agent on account thereof

pursuant to Section 2.18(i), each Revolving Credit Lender shall, upon notice by

the Issuer, forthwith pay over to the Issuer an amount equal to such Revolving

Credit Lender’s pro rata share of the amount which must be so returned by the

Issuer based on the respective amounts paid in respect thereof to the Revolving

Credit Lenders pursuant to Section 2.18(i).




 




(m)          Each

Borrower agrees to pay the following amounts with respect to Letters of Credit

issued on its behalf:




 




(i)            to

the Issuer for its own account, with respect to each Letter of Credit issued by

the Issuer, an administration fee equal to the greater of $500 and 1/2 of 1% of

the stated amount of such Letter of Credit, payable in advance on the date of

issuance of such Letter of Credit;




 




(ii)           to

the Agent, for the ratable benefit of the Issuer and the Revolving Credit

Lenders, with respect to each Letter of Credit, a fee accruing at a rate per

annum equal to the Applicable Margin for Revolving Credit Loans that are

Eurodollar Rate Loans of the maximum amount available from time to time to be

drawn under such Letter of Credit (in the case of any Letter of Credit

denominated in a currency 




 




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other than Dollars, based on the Dollar Equivalent of the average

undrawn amount thereof), payable in arrears (A) on the last day of each

calendar quarter, commencing on the first such day following the issuance of

such Letter of Credit and (B) on the Termination Date; provided, however,

that during the continuance of an Event of Default, such fee shall be increased

by two percent per annum and shall be payable on demand; and




 




(iii)          to

the Issuer, with respect to the issuance, amendment or transfer of each Letter

of Credit and each drawing made thereunder, documentary and processing charges

in accordance with the Issuer’s standard schedule for such charges in effect at

the time of issuance, amendment, transfer or drawing, as the case may be.




 




2.19         Swing Loans.  (a) 

The Swing Loan Lender, in its sole discretion, on the terms and subject

to the conditions contained in this Agreement, may make advances in Dollars to

U.S. Operating Co. (each a “Swing Loan”) from time to time on any

Business Day during the period from the Effective Date until the Business Day

preceding the Revolving Credit Commitment Termination Date in an amount not to

exceed at any time outstanding the Swing Loan Availability at such time; provided,

however, that no Swing Loan shall be made unless the conditions

precedent set forth in Section 3.3 shall have been satisfied.  All Swing Loans made to U.S. Operating Co.

shall be made as Base Rate Loans.  The

Swing Loan Lender shall be entitled to rely on the most recent Borrowing Base

Certificate of the Borrowers delivered to the Swing Loan Lender.  Within the limits set forth above, Swing Loans

repaid may be reborrowed under this Section 2.19.




 




(b)           Each

Borrowing of a Swing Loan by U.S. Operating Co. shall be made on notice given

by U.S. Operating Co. to the Swing Loan Lender not later than 3:00 P.M. (New

York City time) on the day of the proposed Borrowing specifying the amount

thereof, and the amount thereof shall be made available to U.S. Operating Co.

by the Swing Loan Lender at the address of the Swing Loan Lender notified by it

to U.S. Operating Co.




 




(c)           The

Swing Loan Lender shall notify the Agent in writing (which may be by telecopy)

weekly, by no later than 10:00 A.M. (New York City time) on the first Business

Day of each week, of the aggregate principal amount of the Swing Loans made to

U.S. Operating Co. then outstanding, and each Revolving Credit Lender shall, at

such times and in the manner provided in subsection (e) below, pay to the

Agent, for the account of the Swing Loan Lender, such Revolving Credit Lender’s

Ratable Portion of such outstanding Swing Loans.




 




(d)           The

Swing Loan Lender may demand that each Revolving Credit Lender pay to the

Agent, for the account of the Swing Loan Lender, in the manner provided in

subsection (e) below, such Revolving Credit Lender’s Revolving Credit Ratable

Portion of all or a portion of the outstanding Swing Loans, which demand shall

be made through the Agent, shall be in writing and shall specify the

outstanding principal amount of Swing Loans demanded to be paid.




 




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(e)           The

Agent shall forward each notice referred to in subsection (c) above and each

demand referred to in subsection (d) above to each Revolving Credit Lender on

the day such notice or such demand is received by the Agent (except that any

such notice or demand received by the Agent after 2:00 P.M. (New York City

time) on any Business Day or received on a day that is not a Business Day shall

not be required to be forwarded to the Revolving Credit Lenders by the Agent

until the next succeeding Business Day), together with a statement prepared by

the Agent specifying the amount of each Revolving Credit Lender’s Revolving

Credit Ratable Portion of the aggregate principal amount of the Swing Loans

stated to be outstanding in such notice or demanded to be paid pursuant to such

demand, and, notwithstanding whether or not the conditions precedent set forth

in Section 3.3 shall have been satisfied, all Swing Loans demanded to be paid

pursuant to subsection (d) above each Revolving Credit Lender shall, before

11:00 A.M. (New York City time) on the Business Day next succeeding the date of

such Revolving Credit Lender’s receipt of such written statement, make

available to the Agent, at the Payment Office for Dollars and in immediately

available funds, for the account of the Swing Loan Lender, the amount specified

in such statement.  Upon such payment by

a Revolving Credit Lender, such Revolving Credit Lender shall be deemed to have

made a Revolving Credit Loan to the U.S. Operating Co. in the amount of such

payment.  The Agent shall use such funds

to repay the Swing Loans to the Swing Loan Lender.  To the extent that any Revolving Credit Lender fails to make such

payment available to the Agent for the account of the Swing Loan Lender, U.S.

Operating Co. shall repay such Swing Loan on demand.




 




(f)            Upon

the occurrence and during the continuance of a Default under Section 8.1(e),

each Revolving Credit Lender shall acquire, without recourse or warranty, an

undivided participation in each Swing Loan otherwise required to be repaid by

such Revolving Credit Lender pursuant to subsection (e) above, which

participation shall be in a principal amount equal to such Revolving Credit

Lender’s Revolving Credit Ratable Portion of such Swing Loan, by paying to the

Swing Loan Lender on the date on which such Revolving Credit Lender would

otherwise have been required to make a payment in respect of such Swing Loan

pursuant to subsection (e) above, in immediately available funds, an amount

equal to such Revolving Credit Lender’s Revolving Credit Ratable Portion of

such Swing Loan and in the currency thereof. 

If such amount is not in fact made available by such Revolving Credit

Lender to the Swing Loan Lender on such date, the Swing Loan Lender shall be

entitled to recover such amount on demand from such Revolving Credit Lender

together with interest accrued from such date at the Federal Funds Rate for

three Business Days and thereafter at the rate of interest then applicable to

Base Rate Loans.




 




(g)           From

and after the date on which any Revolving Credit Lender is deemed to have made

a Revolving Credit Loan pursuant to subsection (e) above with respect to any

Swing Loan or purchases an undivided participation interest in a Swing Loan

pursuant to subsection (f) above, the Swing Loan Lender shall promptly

distribute to such Revolving Credit Lender such Revolving Credit Lender’s pro

rata share of all payments of principal of and interest received by the Swing

Loan Lender on account of such Swing Loan other than those received from a

Lender pursuant to Section 2.16.




 




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2.20         Covenant to

Pay.  (a)  For value received, each of Dutch Holdings,

Dutch Company, Dutch Operating Co. and Coated Products B.V. (each a “Dutch

Loan Party”) hereby agrees and covenants with the Agent that it shall pay

to the Agent on demand amounts equal to all amounts which such Dutch Loan Party

is now or may at any time and from time to time hereafter be obligated to pay

to the Secured Parties or any one or more of them under any of the Loan

Documents to which such Dutch Loan Party is now or may at any time become a

party, if and when such amounts become due and payable (such agreement and

covenant is hereafter referred to as a “Covenant Obligation”).




 




(b)           If,

after foreclosure of all Collateral in which a Lien is granted by any Dutch

Loan Party, the proceeds are not sufficient to satisfy and discharge such Dutch

Loan Party’s Covenant Obligation, the remainder of such Covenant Obligation

shall then cease to exist, but without prejudice to any other Obligations and Guarantied

Obligations which such Dutch Loan Party may have and without prejudice to any

other remedies which the Secured Parties may have under any of the Loan

Documents.




 




(c)           Each

of the Dutch Loan Parties and the Agent agree and acknowledge that

(i) each Dutch Loan Party’s Covenant Obligation consists of obligations

and liabilities of such Dutch Loan Party to BNP Paribas, as Agent, separate and

independent from and without prejudice to the other Obligations and Guarantied

Obligations which such Dutch Loan Party has or may have at any time to the

Lenders (including BNP Paribas), the Issuer and the Agent under this Agreement

or any of the other Loan Documents or otherwise, and (ii) each such Dutch

Loan Party’s Covenant Obligation represents the Agent’s own claim (i.e.,

“vordering op naam”) to receive payment of such Dutch Loan Party’s Covenant

Obligation, separate and independent from any claims of the Secured Parties on

such Dutch Loan Party, provided that the total liability of each Dutch

Loan Party under its Covenant Obligation shall be decreased from time to time

to the extent that such Dutch Loan Party, or any other applicable Loan Party,

shall have permanently paid any amounts due under this Agreement or any of the

other Loan Documents with respect to its other Obligations and Guarantied

Obligations.




 




(d)           Without

limitation of the foregoing provisions of this Section 2.20, nothing contained

in this Section shall in any way negate or affect any Obligations or Guarantied

Obligations other than the Covenant Obligation which any of the Dutch Loan

Parties has or at any time may have under the Loan Documents or otherwise to

the Lenders, the Issuer and the Agent.




 




ARTICLE III




 




CONDITIONS OF EFFECTIVENESS




OF THIS AGREEMENT AND OF LENDING




 




3.1           Conditions Precedent to

Effectiveness of this Agreement, the Making of the Initial Loans and the

Issuance of Letters of Credit. 

The effectiveness of this Agreement and the obligation of each Lender to

make its initial Loan or Loans hereunder and of the Issuer to issue any Letter

of Credit hereunder is subject to satisfaction of the conditions precedent that

the Agent shall have received each of the following, each dated 




 




81





























 




the Effective Date unless otherwise indicated, in form and substance

satisfactory to the Agent and (except for the Notes, the certificates

representing Pledged Shares referred to below and the stock powers relating

thereto, and instruments constituting part of the Collateral) in sufficient

copies for each Lender and the Issuer, together with, unless waived by the

Agent, a certified English translation of each below-referenced document

submitted in a language other than English (the date of satisfaction of the

conditions precedent set forth in this Section 3.1 and in Section 3.2 being the

“Effective Date”):




 




(a)           (i)  Counterparts

of this Agreement, duly executed by the parties hereto, together with evidence

that (A) the Existing Agent, the Existing Issuer and the Existing Lenders

shall have received payment in full of all Obligations owing pursuant to (and

as defined in) the Existing Credit Agreement and the Loan Documents referred to

therein other than payment of the outstanding principal amount of the Existing

Revolving Loans and (B) all outstanding Existing Swing Loans shall have

been paid in full, (ii) the Notes, executed by the applicable Borrowers to

the order of the applicable Lenders, respectively, (iii) counterparts of

the Further Additional Dutch Collateral Documents duly executed by the parties

thereto, (iv) counterparts of the Dutch Holdings Share Pledge Agreement

duly executed by the parties thereto, (v) counterparts of the Euramax

Share Pledge Agreement duly executed by the parties thereto,

(vi) counterparts of the Second Domestic Consent Agreement executed by the

parties thereto, (vii) counterparts of the Third U.K. Consent Agreement

duly executed by the parties thereto and (viii) counterparts of the

Additional Newco U.K. II Pledge Agreement duly executed by the parties thereto.




 




(b)           (x)  A

certificate of the Secretary or an Assistant Secretary of each Loan Party (or,

in the case of any Loan Party organized under the laws of England and Wales,

any other Responsible Officer thereof or, in the case of any Loan Party

organized under the laws of the Netherlands, a managing director thereof), each

certifying (i) the resolutions of its Board of Directors approving this

Agreement and each other Loan Document in connection herewith to which it or

its Subsidiaries is a party or acknowledges, (ii) all documents evidencing

other necessary corporate action, shareholder action and required governmental

and third party approvals, licenses and consents with respect to each Loan

Document to which it or its Subsidiaries (except any Subsidiary that is a Loan

Party) is a party, (iii) a copy of its and each of its Subsidiaries’

(other than Subsidiaries that are Loan Parties) (A) certificates of

incorporation (or other equivalent organizational documents) and

(B) by-laws (or other equivalent governing documents), if any, in each

case as of the Effective Date and (iv) the names and true signatures of

each of its officers who has been authorized to execute and deliver any Loan

Document or other document required hereunder to be executed and delivered by

or on behalf of such Person and (v) in the case of French Operating Co.,

(A) an original certificate of incorporation (extrait K-bis) and an

original certificate of non-insolvency (certificat de non-faillite) as

of a recent date, (B) a copy of its by-laws as of the Effective Date, as

certified by French Operating Co.’s chairman of the board and (C) the

original power of attorney to be granted by the chairman of the board of French

Operating Co. to the officer who shall execute and deliver any Loan Document or

other document required hereunder to be executed and delivered by French

Operating Co.




 




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(c)           A

copy of the articles or certificate of incorporation (or other organizational

documents) of each Loan Party, certified as of a recent date by the Secretary

of State of the state of incorporation of such Loan Party or, in the case of

any Foreign Loan Party other than U.K. Operating Co. and its Subsidiaries, by

the applicable Governmental Authority, or, in the case of any Loan Party organized

in the Netherlands, by the applicable Dutch Chamber of Commerce, together with,

in the case of any Domestic Loan Party, certificates of such officials

attesting to the good standing of each such Loan Party (other than Richmond

Company).




 




(d)           (i)  A

favorable opinion of Kirkland & Ellis, counsel to the Loan Parties and

Related Entities, in substantially the form of Exhibit J and as to such other

matters as any Lender through the Agent may reasonably request and

(ii) favorable opinions of each of (A) Gide Loyrette Nouel, special

French counsel to the Loan Parties and (B) Nauta Dutilh, special

Netherlands counsel to the Loan Parties, each in form and substance

satisfactory to the Agent and as to such matters as any Lender through the

Agent may reasonably request.




 




(e)           Intentionally

Omitted.




 




(f)            Endorsements

to the title insurance policies issued in September 25, 1996, duly executed and

acknowledged, relating to the Domestic Mortgages in form and substance

reasonably acceptable to the Agent that, among other things, bring the

effective date of such policies forward to the Effective Date.




 




(g)           A

letter from the Process Agent, in substantially the form of Exhibit O to the

Existing Credit Agreement, agreeing to act as Process Agent for each Loan Party

and to forward forthwith all process received by it to such Loan Party.




 




(h)           A

certificate of the chief financial officer of Euramax U.S. and each Borrower

stating that such Loan Party and each of its Subsidiaries is Solvent after

giving effect to the Existing Revolving Credit Loans, the Existing Letters of

Credit and the initial Loans hereunder and the application of the proceeds

thereof in accordance with Section 6.10, the payment of all Costs and all

estimated legal, accounting and other fees related hereto and thereto and to

all obligations, if any, under Pension Plans or the equivalent for unfunded

retirement benefits and unfunded medical (including post-retirement) and death

benefits.




 




(i)            A

Borrowing Base Certificate from each Borrower as of the last day of the fiscal

month of such Borrower ended immediately preceding the Effective Date.




 




(j)            A

certificate signed by a Responsible Officer of each Loan Party (or by a

managing director of such Loan Party in the case of any Loan Party organized

under the laws of the Netherlands) stating that on the Effective Date the

following statements are true and correct with respect to such Loan Party and

its Subsidiaries:




 




(i)            (A)  The

statements set forth in Section 3.3 are true after giving effect to the

Existing Revolving Credit Loans and the Loans being made on the 




 




83





























 




Effective Date and (B) no Default or Event of Default under, and

as defined in, the Existing Credit Agreement has occurred and is continuing and

all representations and warranties contained therein and in the Loan Documents

referred to therein are true and correct on and as of the Effective Date.




 




(ii)           All

costs and accrued and unpaid fees and expenses (including, without limitation,

reasonable fees and expenses of counsel) required to be paid to the

Lenders and the Agent on or before the Effective Date, including, without

limitation, those referred to in Sections 2.4 and 10.4, to the extent then due

and payable, in each case have been paid.




 




(iii)          All

necessary approvals from Governmental Authorities and all necessary approvals

from third parties required to be obtained in connection with this Agreement,

the other Loan Documents and the transactions contemplated hereby and thereby

have been obtained and remain in effect, and all applicable waiting periods

have expired without any action being taken by any competent authority which

restrains, prevents, impedes, delays or imposes materially adverse conditions

upon this Agreement, the other Loan Documents and the transactions contemplated

hereby and thereby or the exercise of control by Euramax U.S. over any of its

Subsidiaries.




 




(iv)          There

exists no judgment, order, injunction or other restraint prohibiting or

imposing materially adverse conditions upon this Agreement, the other Loan

Documents and the transactions contemplated hereby and thereby, the Loans or

the exercise of control by Euramax U.S. or any of its Subsidiaries over any of

its Subsidiaries.




 




(v)           There

exists no claim, action, suit, investigation or proceeding (including, without

limitation, shareholder or derivative litigation) pending or, to the knowledge

of any Loan Party, threatened in any court or before any arbitrator or

Governmental Authority which relates to this Agreement, the other Loan Documents

and the transactions contemplated hereby and thereby or which, if adversely

determined, has a reasonable likelihood of having a Material Adverse Effect.




 




(vi)          There

shall not occur as a result of the consummation of any of this Agreement, the

other Loan Documents and the transactions contemplated hereby and thereby a

default (or any event which with the giving of notice or lapse of time or both

would be a default) under Contractual Obligations of or relating to any Loan

Party or any of its Subsidiaries not being repaid in full and terminated on or

prior to the Effective Date except those which could not individually or in the

aggregate have a Material Adverse Effect.




 




(vii)         In

the case of Euramax U.S., each Related Document is in full force and effect and

the representations and warranties contained therein are true and correct in

all material respects.




 




(k)           Payment

in full in cash of (i) all of the Existing Term Loans, all accrued

interest thereon and all accrued fees, costs, expenses and any other Obligations






 




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relating thereto that are due and payable on or before the Effective

Date and (b) all other fees, costs, expenses and other Obligations due and

payable on or before the Effective Date.




 




(l)            An

audit report prepared by the Collateral Agent showing results that are

reasonably satisfactory to the Agent and the Collateral Agent, and the payment

of the fees and expenses of the Collateral Agent in connection therewith.




 




(m)          Such

additional documents, information (including financial information) and

materials as any Lender, through the Agent, may reasonably request.




 




3.2           Additional Conditions Precedent to

Effectiveness of this Agreement, the Making of the Initial Loans and

the Issuance of Letters of Credit. 

The effectiveness of this Agreement and the obligation of each Lender to

make its initial Loan hereunder and of the Issuer to issue any Letter of Credit

hereunder on the Effective Date is subject to the further conditions precedent

that:




 




(a)           Each

of the Related Documents that are not Existing Related Documents shall be in

form and substance satisfactory to the Lenders in their sole judgment exercised

reasonably.




 




(b)           Neither

the Agent nor any Lender in its sole judgment shall have determined

(i) that since December 31, 2000, there has been any Material Adverse

Change or any occurrence or development which has had a Material Adverse

Effect, or (ii) that since December 31, 2000 there has occurred any

adverse change which the Agent or such Lender deems material in the market for

senior debt financings for leveraged acquisitions or in the financial markets

generally or (iii) that there is any claim, action, suit, investigation,

litigation or proceeding (including, without limitation, shareholder or derivative

litigation) pending or threatened in any court or before any arbitrator or

Governmental Authority which, if adversely determined, has a reasonable

likelihood of having a material adverse effect on any of this Agreement, the

other Loan Documents or the transactions contemplated hereby and thereby or a

Material Adverse Effect or (iv) that any judgment, order, injunction or

other restraint imposes materially adverse conditions upon this Agreement, the

other Loan Documents or the transactions contemplated hereby and thereby.




 




(c)           Nothing

contained in any public disclosure made by, or in any information disclosed by,

CVC U.S., CVC Europe, any Loan Party, or any of their respective Subsidiaries

or Affiliates, to any Lender or to the Agent shall lead any Lender or the

Agent, in such Lender’s or the Agent’s sole judgment, exercised reasonably, to

determine that, and neither any Lender nor the Agent shall have become aware of

any fact not disclosed to the Lenders and the Agent which shall lead any Lender

or the Agent to determine that, any Loan Party’s or any of its Subsidiary’s

condition (financial or otherwise), operations, performance, properties or

prospects are different in any material and adverse respect from that derived

by such Lender or the Agent from public filings of and information disclosed by

CVC U.S., CVC Europe, any Loan Party, or any of their respective Subsidiaries

or Affiliates.




 




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3.3           Conditions Precedent to the Making

of Each Loan and Each Issuance of any Letter of Credit.  The obligation of each Lender to make any

Loan (including any Loan being made by such Lender on the Effective Date) and

of the Issuer to issue any Letter of Credit shall be subject to the further

conditions precedent that:




 




(a)           The

following statements shall be true on the date of such Loan or such issuance,

before and after giving effect thereto and to the application of the proceeds

therefrom and to such issuance (and the acceptance by any Borrower of the

proceeds of such Loan or the issuance of such Letter of Credit shall constitute

a representation and warranty by each Loan Party that on the date of such Loan

or such issuance such statements are true):




 




(i)            The

representations and warranties of such Loan Party contained in Article IV and

of each Loan Party in the other Loan Documents are correct on and as of such

date as though made on and as of such date; and




 




(ii)           No

Default or Event of Default exists prior to, or will result from, the making of

the Loans, or the issuance of the Letter of Credit, on such date.




 




(b)           The

making of the Loans or the issuance of such Letter of Credit on such date does

not violate any Requirement of Law and is not enjoined, temporarily,

preliminarily or permanently.




 




(c)           The

Agent shall have received such additional documents, information and materials

as the Issuer or any Lender, through the Agent, may reasonably request.




 




ARTICLE IV




 




REPRESENTATIONS AND WARRANTIES




 




To induce the Lenders, the Issuer and the Agent to

enter into this Agreement, each Loan Party represents and warrants as to itself

and its Subsidiaries that, on and after the Effective Date:




 




4.1           Existence;

Compliance with Law.  Each Loan

Party and each of its Subsidiaries (i) is a corporation duly organized and

validly existing and in good standing (other than with respect to Richmond

Company) under the laws of the jurisdiction of its organization; (ii) is

duly qualified as a foreign corporation and in good standing under the laws of

each jurisdiction where such qualification is necessary, except for failures

which in the aggregate have no Material Adverse Effect; (iii) has all

requisite corporate, limited liability company, partnership or other power and

authority and the legal right to own, pledge, mortgage and operate its properties,

to lease the property it operates under lease and to conduct its business as

now or currently proposed to be conducted; (iv) is in compliance with its

certificate of incorporation (or equivalent organizational documents) and

by-laws (or equivalent governing documents); (v) is in compliance with all

other applicable Requirements of Law except for such non-compliances as in the

aggregate 




 




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have no Material Adverse Effect; and (vi) has all necessary licenses,

permits, consents or approvals from or by, has made all necessary filings with,

and has given all necessary notices to, each Governmental Authority having

jurisdiction, to the extent required for such ownership, operation and conduct,

except for licenses, permits, consents or approvals which can be obtained by

the taking of ministerial action to secure the grant or transfer thereof or

failures which in the aggregate have no Material Adverse Effect.




 




4.2           Power; Authorization; Enforceable

Obligations.  (a)  The execution, delivery and performance by

each Loan Party and each of its Subsidiaries of the Loan Documents and each of

the Related Documents to which it is a party:




 




(i)            are

within its corporate, limited liability company, partnership or other powers;




 




(ii)           have

been or, at the time of delivery thereof pursuant to Article III, will have

been duly authorized by all necessary corporate, limited liability company,

partnership or other action, including, without limitation, the consent of

shareholders, partners or members where required;




 




(iii)          do

not and will not (A) contravene its or any of its Subsidiaries’ respective

certificate of incorporation or by-laws or other comparable governing

documents, (B) violate any other applicable Requirement of Law (including,

without limitation, Regulations T, U and X of the Board of Governors of the

Federal Reserve System), or any order or decree of any Governmental Authority

or arbitrator, (C) conflict with or result in the breach of, or constitute

a default under, or result in or permit the termination or acceleration of, any

of its Contractual Obligations or any Contractual Obligations of its

Subsidiaries except those which, individually or in the aggregate, the breach,

default or termination or acceleration of which could not have a Material

Adverse Effect or (D) result in the creation or imposition of any Lien

upon any of its property or the property of any of its Subsidiaries, other than

those in favor of the Agent pursuant to the Collateral Documents; and




 




(iv)          do

not require the consent of, authorization by, approval of, notice to, or filing

or registration with, any Governmental Authority or any other Person, other

than those which have been or will be, prior to the Effective Date unless

otherwise specifically provided in Section 3.1, obtained or made and copies of

which have been or will be delivered to the Agent pursuant to Section 3.1, and

each of which will be in full force and effect.




 




(b)           This

Agreement, each of the other Loan Documents and each of the Related Documents

has been, or will have been upon delivery thereof pursuant to Section 3.1, duly

executed and delivered by each Loan Party and each of its Subsidiaries party

thereto.  This Agreement and the other

Loan Documents are, and each of the Related Documents is, or will be, when

delivered hereunder, the legal, valid and binding obligation of each Loan Party

or any of its Subsidiaries party thereto, enforceable against it in accordance

with its terms.




 




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4.3           Taxes.  All federal, state, local and foreign tax

returns, reports and statements (collectively, the “Tax Returns”)

required to be filed by any Loan Party or any of its Tax Affiliates have been

filed with the appropriate governmental agencies in all jurisdictions in which

such Tax Returns are required to be filed, all such Tax Returns are true and

correct in all material respects, and all taxes, charges and other impositions

due and payable have been timely paid prior to the date on which any fine, penalty,

interest, late charge or loss may be added thereto for non-payment thereof,

except where contested in good faith and by appropriate proceedings if

(i) adequate reserves therefor have been established on the books of such

Loan Party or such Tax Affiliate in conformity with GAAP and (ii) all such

non-payments in the aggregate have no Material Adverse Effect.  Proper and accurate amounts have been

withheld by each Loan Party and each of its respective Tax Affiliates from

their respective employees for all periods in full and complete compliance with

the tax, social security and unemployment withholding provisions of applicable

federal, state, local and foreign law and such withholdings have been timely

paid to the respective Governmental Authorities.  No Loan Party nor any of its Tax Affiliates has (i) executed

or filed with the IRS or any other Governmental Authority any agreement or

other document extending, or having the effect of extending, the period for

assessment or collection of any charges; (ii) agreed or been requested to

make any adjustment under Section 481(a) of the Code by reason of a change in

accounting method or otherwise; or (iii) any obligation under any written

tax sharing agreement other than pursuant to the Tax Allocation Agreement, except

such extension, adjustment and/or obligation to which the Agent and Majority

Lenders have consented.




 




4.4           Full

Disclosure.  No written

statement prepared or furnished by or on behalf of any Loan Party or any of its

Subsidiaries or Affiliates in connection with any of the Loan Documents or the

Related Documents or the consummation of the transactions contemplated thereby,

and no financial statement delivered pursuant hereto or thereto, contains any

untrue statement of a material fact or omits to state a material fact necessary

to make the statements contained herein or therein not misleading in light of

the circumstances under which they were presented.  All facts known to each Loan Party which are material to an understanding

of the financial condition, business, properties or prospects of such Loan

Party or its Subsidiaries have been disclosed to the Lenders.




 




4.5           Financial

Matters.  (a)  The consolidated balance sheet of Euramax

U.S. and its Subsidiaries as at the end of the Fiscal Year ending December

2000, and the related consolidated statements of income, retained earnings and

cash flows of Euramax U.S. and its Subsidiaries for the Fiscal Year then ended,

certified by Ernst & Young LLP, copies of which have been furnished to each

Lender, fairly present the consolidated financial condition of Euramax U.S. and

its consolidated Subsidiaries, as at such dates and the consolidated results of

the operations of Euramax U.S. and its consolidated Subsidiaries for the period

ended on such dates, all in conformity with GAAP.




 




(b)           Since

December 31, 2000, there has been no Material Adverse Change and there

have been no events or developments that in the aggregate have had a Material

Adverse Effect.




 




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(c)           Neither

Euramax U.S. nor any of its Subsidiaries had at December 31, 2000, any

material obligation, contingent liability or liability for taxes, long-term

leases or unusual forward or long-term commitment which is not reflected in the

respective balance sheet at such dates referred to in subsection (a) above or

in the notes thereto.




 




(d)           The

unaudited pro forma consolidated balance sheet of Euramax U.S. and its

consolidated Subsidiaries, a copy of which has been delivered to each Lender,

estimated as of the Effective Date, reflects as of such date, on a pro forma

basis, the consolidated financial condition of Euramax U.S. and its

Subsidiaries, and the Projections and assumptions expressed therein were

reasonably based on the information available to Euramax U.S. at the time so

furnished and on the Effective Date.




 




(e)           Each

Loan Party is, and on a consolidated basis each Loan Party and its Subsidiaries

are, Solvent.




 




4.6           Litigation.  Except as set forth on Schedule 4.6, there

are no pending or, to the knowledge of any Loan Party, threatened actions,

investigations or proceedings affecting such Loan Party or any of its

Subsidiaries before any court, Governmental Authority or arbitrator, other than

those that in the aggregate, if adversely determined, would have no Material

Adverse Effect.  None of this Agreement,

the other Loan Documents or the transactions contemplated hereby or thereby or

the performance of any action by any Loan Party required or contemplated by any

of the Loan Documents or the Related Documents is restrained or enjoined

(either temporarily, preliminarily or permanently), and no material adverse

condition has been imposed by any Governmental Authority or arbitrator upon any

of the foregoing or the exercise of control by Euramax U.S. over any other Loan

Party or any of their respective Subsidiaries.




 




4.7           Margin

Regulations.  No Loan Party is

engaged in the business of extending credit for the purpose of purchasing or

carrying margin stock (within the meaning of Regulation U issued by the Board

of Governors of the Federal Reserve System), and no proceeds of any Borrowing

will be used to purchase or carry any margin stock or to extend credit to

others for the purpose of purchasing or carrying any margin stock.




 




4.8           Ownership;

Subsidiaries.  (a)  Set forth on Part 1 of Schedule 4.8 hereto

is a complete and accurate list of all Loan Parties as of the Effective Date,

their respective jurisdictions of organization, the authorized Stock of each

Loan Party, the number of outstanding shares of each class of Stock of each

Loan Party and the beneficial owners thereof, including any Qualifying

Shares.  All of the outstanding Stock of

each Loan Party has been validly issued, is fully paid and non-assessable and

is owned beneficially and of record by each Person specified in Part 1 of

Schedule 4.8, in each case free and clear of all Liens other than the Liens

granted to the Agent under the Pledge Agreements.  No authorized but unissued shares, no treasury shares and, to the

best knowledge of each Loan Party, no other outstanding shares of Stock of any

Loan Party are subject to any option, warrant, right of conversion or purchase

or any similar right, except, in the case of Stock of Euramax U.S., pursuant to

the Stockholders Agreement and the organizational 




 




89





























 




documents of Euramax U.S.  There

are no agreements or understandings with respect to the voting, sale or

transfer of any shares of Stock of any Loan Party, or, to the best knowledge of

each Loan Party, any agreement restricting the transfer or hypothecation of any

such shares other than, in the case of Stock of Euramax U.S., the Stockholders

Agreement, Registration Rights Agreement and the organizational documents of

Euramax U.S.




 




(b)           Set

forth on Part 2 of Schedule 4.8 hereto is a complete and accurate list showing

all Subsidiaries of each Loan Party (other than Subsidiaries that are Loan

Parties listed on Part 1 of Schedule 4.8) on the date hereof and, as to each

such Subsidiary, the jurisdiction of its organization, the number of shares of

each class of Stock authorized, the number of such shares outstanding on the

Effective Date, the percentage of the outstanding shares of each such class

owned (directly or indirectly) by such Loan Party, and the number of any Qualifying

Shares.  No Stock of any Subsidiary of

any Loan Party is subject to any outstanding option, warrant, right of

conversion or purchase or any similar right. 

All of the outstanding capital Stock of each such Subsidiary has been

validly issued, is fully paid and non-assessable and is owned by such Loan

Party, free and clear of all Liens other than the Liens granted to the Agent

pursuant to the Pledge Agreements.  None

of the Loan Parties or their respective Subsidiaries is a party to, or has

knowledge of, any agreement restricting the transfer or hypothecation of any

shares of Stock of any Subsidiary of any Loan Party, other than the Loan

Documents, the Stockholders Agreement and the Senior Subordinated

Indenture.  No Loan Party owns or holds,

directly or indirectly, any capital stock or equity security of, or any equity

interest in, any Person other than such Subsidiaries or another Loan Party or

as permitted by Section 7.6.




 




4.9           ERISA.  (a) 

Except as set forth on Schedule 4.9, there are no Plans that are

Multiemployer Plans.




 




(b)           Each

Plan and any related trust intended to qualify under Code Section 401 or 501

will be timely filed with the IRS for its determination that each such Plan and

related trust is qualified.




 




(c)           None

of the Loan Parties or any of their respective Subsidiaries or ERISA

Affiliates, with respect to any Domestic Pension Plan or Foreign Pension Plan,

has failed to make any contribution or pay any amount due as required by

Section 412 of the Code or Section 302 of ERISA or other applicable law, and

all required contributions and benefits have been paid in accordance with the

provisions of each such plan.




 




(d)           There

are no pending or, to the knowledge of any Loan Party, threatened claims,

actions or proceedings (other than claims for benefits in the normal course),

relating to any Plan or Foreign Pension Plan other than those that in the

aggregate, if adversely determined, would have no Material Adverse Effect.




 




(e)           No

Domestic Pension Plan, individually or in the aggregate with all Domestic

Pension Plans, has any unfunded accrued benefit liabilities, as determined by

using reasonable actuarial assumptions utilized by such plan’s actuary for

funding 




 




90





























 




purposes, exceeding $3,000,000. 

Within the last five years no Loan Party or any of its Subsidiaries or

ERISA Affiliates has caused a Domestic Pension Plan with any such liabilities

to be transferred outside of its “controlled group” (within the meaning of

Section 4001(a)(14) of ERISA).




 




(f)            Except

as disclosed on Schedule 4.9, no Plan or Foreign Pension Plan provides for

continuing health, disability, accident or death benefits or coverage for any

participant or his or her beneficiary after such participant’s termination of

employment (except as may be required by Section 4980B of the Code and at the

sole expense of the participant or the beneficiary) which would result in the

aggregate under all Plans in a liability in an amount which would have a

Material Adverse Effect.




 




(g)           Each

Plan is in compliance in all material respects with applicable provisions of

ERISA, the Code and other Requirements of Law, except for non-compliances that

in the aggregate would not have a Material Adverse Effect.




 




4.10         Liens;

Indebtedness.  There are no

Liens of any nature whatsoever on any properties of any Loan Party or any of

its Subsidiaries other than those permitted by Section 7.1.  The Liens granted to the Agent pursuant to

the Collateral Documents are fully perfected, first-priority Liens in and to

the Collateral covered thereby.




 




4.11         Restricted

Payments.  No Loan Party has,

except as permitted by Section 7.4, (a) declared or made any dividend

payment or other distribution of assets, properties, cash, rights, obligations

or securities on account of any shares of any class of its Stock, (b) made

any payment or distribution on account of any Indebtedness for or in respect of

borrowed money except to the extent permitted by this Agreement, including,

without limitation, to secure any waiver or consent in respect of any such

Indebtedness, (c) purchased, redeemed or otherwise acquired for value or

made any payment in respect of any of its Stock or Stock Equivalents,

(d) purchased, redeemed, prepaid, defeased or otherwise acquired for value

any Indebtedness for or in respect of borrowed money or (e) permitted any

of its Subsidiaries to do so.




 




4.12         No Burdensome Restrictions; No

Defaults; Contractual Obligations. 

(a)  None of the Loan Parties nor

any of their Subsidiaries (i) is a party to any Contractual Obligation the

compliance with which would have a Material Adverse Effect or the performance

of which by any thereof, either unconditionally or upon the happening of an

event, will result in the creation of a Lien (other than a Lien granted

pursuant to a Loan Document) on the property or assets of any thereof or

(ii) is subject to any charter or corporate restriction which has a

Material Adverse Effect.




 




(b)           None

of the Loan Parties nor any of their Subsidiaries is in default under or with

respect to any Contractual Obligation owed by it and, to the knowledge of any

Loan Party, no other party is in default under or with respect to any

Contractual Obligation owed to any Loan Party or to any of its Subsidiaries,

other than those defaults which in the aggregate have no Material Adverse

Effect.




 




(c)           No

Event of Default or Default has occurred and is continuing.




 




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(d)           There

is no Requirement of Law the compliance with which by any Loan Party or any of

its Subsidiaries would have a Material Adverse Effect.




 




(e)           No

Subsidiary of any Loan Party is subject to any Contractual Obligation

restricting or limiting its ability (i) to transfer its assets to such

Loan Party, (ii) to declare or make any dividend payment or other distribution

on account of any shares of any class of its Stock or (iii) its ability to

purchase, redeem, or otherwise acquire for value or make any payment in respect

of any such shares or any shareholder rights.




 




(f)            As

of the date hereof, none of the Loan Parties or their respective Subsidiaries

owns or holds, or is obligated under or a party to, any option, right of first

refusal, or other contractual right, to effect an Investment, or any

Contractual Obligation to effect an Asset Sale.




 




4.13         No Investments.

 Except as permitted by Section 7.6,

none of the Loan Parties or their respective Subsidiaries is engaged in any

joint venture or partnership with any other Person or maintains any other

Investment.




 




4.14         Government

Regulation.  (a)  None of the Loan Parties or their respective

Subsidiaries is an “investment company” or an “affiliated person” of, or

“promoter” or “principal underwriter” for, an “investment company”, as such

terms are defined in the Investment Company Act of 1940, as amended, or subject

to regulation under the Public Utility Holding Company Act of 1935, the Federal

Power Act, the Interstate Commerce Act, or any other foreign, federal or state

statute or regulation such that its ability to incur Indebtedness is limited,

or its ability to consummate the transactions contemplated hereby or by any

other Loan Document, or the exercise by the Agent or any Lender of rights and

remedies hereunder or thereunder, is impaired. 

The making of the Loans by the Lenders, the application of the proceeds

and repayment thereof by the Loan Parties or any of them and the consummation

of the transactions contemplated by the Loan Documents will not violate any

provision of any of the foregoing or any rule, regulation or order issued by

the Securities and Exchange Commission thereunder.




 




(b)           No

Loan Party or any of its Subsidiaries or any of its or their respective

properties has any immunity from jurisdiction of any court or from any legal

process (whether through service or notice, attachment prior to judgment, attachment

in aid of execution, execution or otherwise) under any Requirement of Law of

any Governmental Authority.




 




(c)           There

is no tax, levy, impost, deduction, charge or withholding imposed by any

Governmental Authority either (i) on or by virtue of the execution or

delivery of this Agreement, the Notes, any other Loan Document or any other

document to be furnished hereunder or (ii) on any payment to be made by

any Loan Party or any of its Subsidiaries pursuant to this Agreement, the Notes

or any other Loan Document.




 




(d)           To

ensure the legality, validity, enforceability or admissibility in evidence of

this Agreement, the Notes or any other Loan Document in any jurisdiction, it 




 




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is not necessary that this Agreement, the Notes, any other Loan

Document or any other document be filed or recorded with any court or other

Governmental Authority in any jurisdiction or that any stamp or similar tax be

paid on or in respect of this Agreement, the Notes or any other Loan Document.




 




4.15         Insurance.  All policies of insurance of any kind or

nature owned by or issued to any Loan Party or any of its Subsidiaries,

including, without limitation, policies of life, fire, theft, product

liability, public liability, property damage, other casualty, employee

fidelity, workers’ compensation and employee health and welfare insurance, are

in full force and effect and are of a nature and provide such coverage as is

sufficient and as is customarily carried by companies of the size and character

of such Person.  None of the Loan

Parties or any of their Subsidiaries has been refused insurance for which it

applied or had any policy of insurance terminated.




 




4.16         Labor Matters.  (a) 

There are no strikes, work stoppages, slowdowns or lockouts pending or

threatened against or involving any Loan Party or any of its Subsidiaries,

other than those which in the aggregate have no Material Adverse Effect.




 




(b)           There

are no unfair labor practice charges, arbitrations or grievances pending

against or involving, or to the knowledge of any Loan Party threatened against,

any Loan Party or its Subsidiaries, nor, to the knowledge of any Loan Party,

are there any arbitrations or grievances threatened involving any Loan Party or

its Subsidiaries, other than those which, in the aggregate, if resolved

adversely to such Loan Party or such Subsidiary, would have no Material Adverse

Effect.




 




(c)           Except

as set forth on Schedule 4.16, as of the Effective Date, no Loan Party or any

of its Subsidiaries is a party to, or has any obligations under, any collective

bargaining agreement.




 




(d)           There

is no organizing activity involving any Loan Party or any of its Subsidiaries

pending or, to any Loan Party’s knowledge, threatened by any labor union or

group of employees, other than those which in the aggregate have no Material

Adverse Effect.  There are no

representation proceedings pending or, to any Loan Party’s knowledge,

threatened with the National Labor Relations Board or similar board or

authority in any jurisdiction, and no labor organization or group of employees

of any Loan Party or any of its Subsidiaries have made a pending demand for

recognition, other than those which in the aggregate have no Material Adverse

Effect.




 




4.17         Force Majeure.  Neither the business nor the properties of

any Loan Party or any of its Subsidiaries are currently suffering from the

effects of any fire, explosion, accident, strike, lockout or other labor

dispute, drought, storm, hail, earthquake, embargo, act of God or of the public

enemy or other casualty (whether or not covered by insurance), other than those

which in the aggregate have no Material Adverse Effect.




 




4.18         Use of Proceeds of Loans and Use of

Letters of Credit.  (a) 

The proceeds of the Loans are being used solely as follows:




 




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(i)            All

proceeds of the Revolving Credit Loans made on the Effective Date are being

used to pay in full all of the obligations in connection with the Existing Term

Loans;




 




(ii)           All

proceeds of the Existing Loans were used as set forth in the Existing Credit

Agreement;




 




(iii)          After

the Effective Date, all proceeds of Revolving Credit Loans and Swing Loans made

to any Borrower will be used for working capital needs of such Borrower and its

Subsidiaries and for general corporate purposes of such Borrower and its

Subsidiaries; and




 




(iv)          No

portion of the proceeds of the Loans will be used by the Borrower or any

Subsidiary (i) in connection with, whether directly or indirectly, any

tender offer for, or other acquisition of, stock of any corporation with a view

towards obtaining control of such other corporation, unless such tender offer

or other acquisition is to be made on a negotiated basis with the approval of

the Board of Directors of the Person to be acquired, and the provisions of

Section 7.7 would not be violated, (ii) directly or indirectly, for the

purpose, whether immediate, incidental or ultimate, of purchasing or carrying

any Margin Stock, or (iii) for any purpose in violation of any applicable

law or regulation.




 




(b)           The Letters of Credit are being used

for the purpose of supporting, in the case of U.S. Operating Co., U.S.

Operating Co.’s obligations in respect of workers’ compensation and benefits

referred to in Section 7.1(d) and, in the case of U.K. Operating Co. and Dutch

Operating Co., matters referred to in Section 7.1(d) and (e).




 




4.19         Environmental

Protection.  (a)    Except as disclosed on Schedule 4.19 and

except for any matter referred to below that would not reasonably be expected

to individually result in Environmental Liabilities and Costs in excess of

$500,000 or, when the Environmental Liabilities and Costs to which such Loan

Party or such Subsidiary are reasonably likely to be subjected as a result

thereof are aggregated with the Environmental Liabilities and Costs to which

all Loan Parties and their Subsidiaries are reasonably likely to be subjected

as a result of all matters referred to below, would not reasonably be

expected to exceed $4,000,000 in the aggregate and no Environmental Lien arises

therefrom:




 




(i)            all Facilities

of any Loan Party or any of its Subsidiaries is free from contamination by any

Hazardous Material;




 




(ii)           each

Loan Party and each of its Subsidiaries are, and for the past three years have

been, in compliance with all Environmental Laws;




 




(iii)          no

Loan Party or any of its Subsidiaries has liabilities with respect to Hazardous

Materials, including liabilities associated with contamination

from Hazardous Materials, and no facts or circumstances exist which

could, in any such case, reasonably be expected to give rise to liabilities

with respect to Hazardous Materials;




 




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(iv)          each

Loan Party and each of its Subsidiaries has

obtained and currently maintains all Environmental Permits necessary for its operations

and is

in material compliance with such Environmental Permits, and there are no Legal

Proceedings pending nor, to the best knowledge of each Loan Party and each of its

Subsidiaries, threatened to revoke, terminate or materially modify, or alleging the

violation of, such Environmental Permits, and, to the best knowledge of each

Loan Party and each of its Subsidiaries, there are no facts, circumstances or

conditions that would prevent timely renewal of such Environmental Permits or

that are reasonably likely to require Capital Expenditures to obtain renewal;




 




(v)           no operations

at current or past Facilities of a Loan Party or any of its Subsidiaries,

nor, to the best knowledge of each Loan Party and its Subsidiaries, any operations at

Facilities of any predecessors of such Loan Party or any of its

Subsidiaries, are subject to any pending or, to the best knowledge of each Loan Party or

any of its Subsidiaries, threatened legal proceeding, any outstanding

written Order or Contract relating to environmental matters, including

Environmental Liens, with any Person or to any investigation by a

Governmental Authority respecting (A) Environmental Laws,

(B) Remedial Action, (C) any Environmental Claim or (D) the

Release or threatened Release of any Hazardous Material; and




 




(vi)          there

is not now, nor, to the best knowledge of any Loan Party or any

Subsidiary thereof, has there been in the past, at, on, in or under any Facility of any

Loan Party or any of its Subsidiaries or, to the best knowledge of any Loan

Party or

any Subsidiary thereof, any of their predecessors (A) any

underground storage tanks or surface tanks or impoundments, (B) any

asbestos–containing materials, (C) any polychlorinated biphenyls or

(D) any radioactive substances.




 




(b)           Except as disclosed on Schedule 4.19,

no Loan Party or any of its Subsidiaries is a transporter of hazardous waste or

the owner or operator of a hazardous waste treatment, storage or disposal

facility, as defined under 40 C.F.R. Parts 260-270 or any state, local,

territorial or foreign equivalent (“TSDF”); and, to the best knowledge

of any Loan Party or any of its Subsidiaries, no Facilities of any Loan Party

or any of its Subsidiaries has previously been a TSDF.




 




(c)           The exceptions set forth on Schedule

4.19 are not reasonably likely to result in the Loan Parties and their

Subsidiaries incurring Environmental Liabilities and Costs in excess of

$5,000,000 in the aggregate.




 




(d)           Each Loan Party and each Subsidiary of

each Loan Party has made available to the Agent copies of all environmental,

health or safety inspections, reports, audits, investigations, assessments,

analyses and other reports relating to compliance with Environmental Laws at

any Facility of any Loan Party or any of its Subsidiaries that are in the

possession, custody or control of any Loan Party, any Subsidiary of any Loan

Party, or their respective consultants or counsel.




 




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(e)           The representations and warranties set forth

in this Section 4.19 constitute the sole and exclusive representations and

warranties with respect to environmental matters hereunder.




 




4.20         Related

Documents.  (a)    Except as permitted by Section 7.8,

(i) none of the Related Documents has been amended or modified in any

respect and no provision therein has been waived, (ii) each of the

representations and warranties therein of each Loan Party and, to the knowledge

of each Loan Party, each other party thereto, are true and correct in all material

respects and (iii) no default or event which with the giving of notice or

lapse of time or both would be a default by any Loan Party has occurred

thereunder or, to the knowledge of each Loan Party, by any other party thereto.




 




(b)           The Obligations, the Company

Obligations, the Dutch Operating Co. Obligations, the U.K. Operating Co.

Obligations and the Excluded U.S. Liabilities constitute “Senior Debt” which is

“Designated Senior Debt” pursuant to the “Credit Agreement” (as such terms are

defined in the Senior Subordinated Indenture) and the holders thereof, each

other Secured Party and Guarantied Party are and shall be entitled to all of

the rights of the holders of “Senior Debt” which is “Designated Senior Debt”

pursuant to the “Credit Agreement” (as so defined), and the Agent shall be

entitled to all of the rights of the “Agent” (as defined in the Senior

Subordinated Indenture), respectively, pursuant to the Senior Subordinated

Indenture, including Articles Eight and Twelve thereof.




 




4.21         Intellectual

Property.  (a)    Except as otherwise provided in the

Collateral Documents, to the best knowledge of each Loan Party after due

inquiry, such Loan Party and its Subsidiaries own the entire right, title and

interest to, license or otherwise have the right to use all licenses, permits,

inventions, patents, patent applications, trademarks, trademark applications,

service marks, service mark applications, trade names, trade secrets, know–how,

customer lists, computer software, copyrights, copyright applications, franchises,

authorizations and other proprietary rights (including, without limitation, all

Intellectual Property Collateral as defined in any Collateral Document)

material to the operations of their respective businesses as now conducted

(hereinafter collectively, “Material Intellectual Property Rights”),

without infringement upon or conflict with the rights of any other Person with

respect thereto, including, without limitation, all trade names associated with

any private label brands of such Loan Party or any of its Subsidiaries, and no

claim is pending or to any Loan Party’s knowledge threatened that any of such

Loan Party’s Material Intellectual Property Rights is invalid or unenforceable.




 




(b)           Except as otherwise provided in the

Collateral Documents, to the best knowledge of each Loan Party after due

inquiry, the execution and delivery of this Agreement and the consummation of

the transactions contemplated hereby will not result in any loss or impairment

of any of the Material Intellectual Property Rights of any such Loan Party.




 




(c)           Except as otherwise provided in the

Collateral Documents, to the best knowledge of each Loan Party after due

inquiry, no slogan or other advertising




 




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device,

product, process, system, machine, manufacture, method, substance, composition

of matter, software, part or component, or other material now made, used, sold,

offered for sale, imported, or otherwise employed in the operations of such

Loan Party or any of its Subsidiaries, or now contemplated to be made, used,

sold, offered for sale, imported, or otherwise employed in the operations of

such Loan Party or any of its Subsidiaries, by such Loan Party or any of its

Subsidiaries infringes upon or conflicts with any rights owned by any other

Person, other than infringements or conflicts the consequences of which,

individually or in the aggregate, have no Material Adverse Effect, and no claim

or litigation regarding any of the foregoing is pending or threatened.




 




4.22         Real Property.  (a)   

Each Loan Party and each of its Subsidiaries own good and marketable fee

simple absolute title to all of the Real Estate purported to be owned by them,

which Real Estate is at the date hereof described in Schedule 4.22(a), and good

and marketable title to, or valid leasehold interests in, all other properties

and assets purported to be owned by such Loan Party or any of its Subsidiaries,

including, without limitation, all property reflected in the latest balance

sheet referred to in Section 4.5(a), and none of such properties and assets,

including, without limitation, the Real Estate, is subject to any Lien, except

Liens granted to the Agent on behalf of and for the ratable benefit of the

Secured Parties pursuant to the Loan Documents or permitted thereunder.  Each Loan Party and its Subsidiaries have

received all deeds, assignments, waivers, consents, non–disturbance and

recognition or similar agreements, bills of sale and other documents, and have

duly effected all recordings, filings and other actions necessary to establish,

protect and perfect such Loan Party’s and its Subsidiaries’ right, title and

interest in and to all such property.




 




(b)           (i) As of the date hereof, the Leases

currently in effect entered into by any Loan Party or any of its Subsidiaries

are described in Schedule 4.22(b); (ii) all Leases described in Schedule

4.22(b) are in full force and effect, unmodified by any writing or otherwise;

(iii) all rent, additional rent and/or other charges reserved in or payable

under the Leases have been paid to the extent that they are payable to the date

hereof; (iv) each Loan Party or any of its Subsidiaries which is a party

to any of the Leases enjoys the quiet and peaceful possession of the estate

created by that Lease; (v) no Loan Party or any of its Subsidiaries has

delivered or received any notices of default under any Leases and are not in

default under any of the terms of the Leases and there are no circumstances

which, with the passage of time or the giving of notice or both, would

constitute a default under the Leases; and (vi) each lessor under the

Leases is not in default under any of the terms of the Leases on its part to be

observed or performed.




 




(c)           To the best knowledge of the Loan

Parties, all components of all improvements included within the real property

owned or leased by any Loan Party or any of its Subsidiaries (collectively, “Improvements”),

including, without limitation, the roofs and structural elements thereof and

the heating, ventilation, air conditioning, plumbing, electrical, mechanical,

sewer, waste water, storm water, paving and parking equipment, systems and

facilities included therein, are in good working order and repair.  To the best knowledge of the Loan Parties,

all water, gas, electrical, steam, compressed air, telecommunication, sanitary

and storm sewage lines and systems and other similar systems serving the real

property owned or leased by any Loan Party or any of its 




 




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Subsidiaries are installed and operating and are sufficient to enable

the real property owned or leased by such Loan Party or any of its Subsidiaries

to continue to be used and operated in the manner currently being used and

operated, and no Loan Party or any of its Subsidiaries has any knowledge of any

factor or condition that could result in the termination or material impairment

of the furnishing thereof.  No

Improvement or portion thereof is dependent for its access, operation or utility

on any land, building or other Improvement not included in the real property

owned or leased by any Loan Party or any of its Subsidiaries, other than for

access provided pursuant to a recorded easement or other right of way

establishing the right of such access.




 




(d)           All Permits required to have been

issued or appropriate to enable all real property owned or leased by any Loan

Party or any of its Subsidiaries to be lawfully occupied and used for all of

the purposes for which they are currently occupied and used have been lawfully

issued and are in full force and effect, other than those which in the

aggregate have no Material Adverse Effect.




 




(e)           No Loan Party or any of its

Subsidiaries has received any notice, or has any knowledge, of any pending,

threatened or contemplated condemnation proceeding affecting any real property

owned or leased by such Loan Party or any of its Subsidiaries or any part

thereof, or any proposed termination or impairment of any parking at any such

owned or leased real property or of any sale or other disposition of any real

property owned or leased by such Loan Party or any of its Subsidiaries or any

part thereof in lieu of condemnation.




 




(f)            To the best knowledge of the Loan

Parties, no portion of any real property owned or leased by any Loan Party or

any of its Subsidiaries has suffered any material damage by fire or other

casualty loss which has not heretofore been completely repaired and restored to

its original condition.  No portion of

any real property owned or leased by any Loan Party or any of its Subsidiaries

is located in a special flood hazard area as designated by any Governmental

Authority.




 




ARTICLE V




 




FINANCIAL COVENANTS




 




As long as any of

the Obligations remain outstanding or any of the Revolving Credit Commitments

are still in effect, unless the Majority Lenders and the Agent otherwise

consent in writing, each Loan Party, on its behalf and on behalf of its

Subsidiaries, agrees with the Lenders, the Issuer and the Agent that:




 




5.1           Maximum

Leverage Ratio.  Euramax U.S.

shall maintain at all times during each Fiscal Quarter set forth below, such

maintenance to be evidenced as at the end of each such Fiscal Quarter, on a

consolidated basis, a ratio of (a) the sum of Senior Indebtedness of

Euramax U.S. and its Subsidiaries plus the Senior Subordinated Notes to

(b) EBITDA for Euramax U.S. and its consolidated Subsidiaries determined

on the basis of the four Fiscal Quarters ending on the last day of such Fiscal

Quarter, in each case not in excess of the ratio set forth below for such

Fiscal Quarter:




 




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  For the Fiscal Quarter Ending on


  	

   


  	

  Maximum

  Ratio


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  March 31,

  2002


  	

   


  	

  5.00 to 1.00


  	

   


  
	

  June 30,

  2002


  	

   


  	

  5.00 to 1.00


  	

   


  
	

  September 30,

  2002


  	

   


  	

  5.00 to 1.00


  	

   


  
	

  December 31,

  2002


  	

   


  	

  5.00 to 1.00


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  March 31,

  2003


  	

   


  	

  4.75 to 1.00


  	

   


  
	

  June 30,

  2003


  	

   


  	

  4.75 to 1.00


  	

   


  
	

  September 30,

  2003


  	

   


  	

  4.75 to 1.00


  	

   


  
	

  December 31,

  2003


  	

   


  	

  4.75 to 1.00


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  March 31,

  2004


  	

   


  	

  4.50 to 1.00


  	

   


  
	

  June 30,

  2004


  	

   


  	

  4.50 to 1.00


  	

   


  
	

  September 30,

  2004


  	

   


  	

  4.50 to 1.00


  	

   


  
	

  December 31,

  2004


  	

   


  	

  4.50 to 1.00


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  March 31,

  2005


  	

   


  	

  4.25 to 1.00


  	

   


  
	

  June 30,

  2005


  	

   


  	

  4.25 to 1.00


  	

   


  





 




5.2           Minimum Fixed Charge Coverage Ratio.  Euramax U.S. shall maintain at the end of

each Fiscal Quarter, on a consolidated basis, a ratio of (a) EBITDA less

Capital Expenditures for Euramax U.S. and its consolidated Subsidiaries to

(b) Fixed Charges, in each case determined on the basis of the four

consecutive Fiscal Quarters ending on the date of determination, of not less

than 1.15 to 1.00 for such Fiscal Quarter.




 




5.3           Capital

Expenditures.  The aggregate

amount of Capital Expenditures made by the Loan Parties and their Subsidiaries

during (a) any of the Fiscal Years ending in 2002, 2003 and 2004 shall not be

in excess of $14,000,000 for any such Fiscal Year and (b) the first six months

of the Fiscal Year ending in 2005 shall not be in excess of $7,000,000 for such

Fiscal Year; provided, however, that to the extent that actual

Capital Expenditures for any Fiscal Year shall be less than the maximum amount

set forth above for such Fiscal Year (without giving effect to the carryover

permitted by this proviso), the excess of said maximum amount over such actual

Capital Expenditures (such excess from any Fiscal Year being a “Cap Ex

Carryover”) shall, in addition, be available for Capital Expenditures in the

next succeeding Fiscal Year (but may not be carried over into any succeeding

Fiscal Year).




 




5.4           Interest

Coverage Ratio.  Euramax U.S.

shall maintain, on a consolidated basis, at the end of each Fiscal Quarter, a

ratio of (a) EBITDA of Euramax U.S. and its consolidated Subsidiaries for

the immediately preceding four consecutive Fiscal Quarters to (b) the Cash

Interest Expense of Euramax U.S. and its consolidated Subsidiaries for such

period of not less than 2.00 to 1.00 for such Fiscal Quarter.




 




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ARTICLE VI 




 




AFFIRMATIVE COVENANTS




 




As long as any of

the Obligations remain outstanding or any of the Revolving Credit Commitments

are still in effect, unless the Majority Lenders and the Agent otherwise consent

in writing, each Loan Party, on its behalf and on behalf of its Subsidiaries,

agrees with the Lenders, the Issuer and the Agent that:




 




6.1           Compliance

with Laws, Etc.  Each Loan Party shall comply, and shall cause each of

its Subsidiaries to comply, in all material respects with all Requirements of

Law, Contractual Obligations, commitments, instruments, licenses, permits and

franchises, including, without limitation, all Permits; provided, however,

that the Loan Parties shall not be deemed in default of this Section 6.1 if all

such non–compliances in the aggregate have no Material Adverse Effect.




 




6.2           Conduct of

Business.  Each Loan Party shall

(a) conduct, and shall cause each of its Subsidiaries to conduct, its

business in the ordinary course and materially consistent with past practice

and logical extensions thereof; (b) use, and cause each of its

Subsidiaries to use, its reasonable efforts, in the ordinary course and

consistent with past practice, to (i) preserve its business and the goodwill

and business of the customers, advertisers, suppliers and others having

business relations with any Loan Party or any of its Subsidiaries and

(ii) keep available the services and goodwill of its present employees;

(c) preserve, and cause each of its Subsidiaries to preserve, all material

registered patents, trademarks, trade names, copyrights and service marks with

respect to its business; and (d) perform and observe, and cause each of

its Subsidiaries to perform and observe, all the terms, covenants and conditions

required to be performed and observed by it under its Contractual Obligations

(including, without limitation, to pay all rent and other charges payable under

any lease and all debts and other obligations as the same become due), and do,

and cause its Subsidiaries to do, all things necessary to preserve and to keep

unimpaired its rights under such Contractual Obligations; provided, however,

that, in the case of each of clauses (a) through (d), the Loan Parties shall

not be deemed in default of this Section 6.2 if all such failures in the

aggregate have no Material Adverse Effect.




 




6.3           Payment of

Taxes, Etc.  Each Loan Party shall pay and discharge, and

shall cause each of its Subsidiaries to pay and discharge, before the same

shall become delinquent, all lawful governmental claims, taxes, assessments,

charges and levies, except where contested in good faith by proper proceedings

if adequate reserves therefor have been established on the books of such Loan

Party or the appropriate Subsidiary in conformity with GAAP, if all such non–payments

in the aggregate have no Material Adverse Effect and, with respect to the Real

Estate subject to any Domestic Mortgage, U.K. Debenture or Dutch Mortgage made

by any Loan Party, such Loan Party otherwise complies with the provisions

thereof.




 




6.4           Maintenance

of Insurance.  Each Loan Party

shall maintain, and shall cause each of its Subsidiaries to maintain, insurance

with responsible and reputable insurance companies or associations in such

amounts and covering such risks as is




 




100





























 




usually

carried by companies engaged in similar businesses and owning similar

properties in the same general areas in which such Loan Party or such

Subsidiary operates or as otherwise satisfactory to the Agent, in its sole

judgment exercised reasonably, and, in any event, all insurance required by any

Collateral Document.  All such insurance

shall name the Agent and the Lenders as additional insured or loss payees, as

the Agent shall determine.  Each Loan

Party will furnish to the Lenders from time to time such information as may be

reasonably requested as to such insurance.




 




6.5           Preservation

of Existence, Etc.  Each Loan Party shall preserve and

maintain, and shall cause each of its Subsidiaries to preserve and maintain,

its corporate, limited liability company, partnership or other organizational

existence, rights (charter and statutory) and franchises, except as permitted

under Section 7.5.




 




6.6           Access.  Each Loan Party shall, at any reasonable

time and from time to time at reasonable intervals and, upon reasonable notice,

permit the Agent, the Collateral Agent or any of the Lenders, or any agents or

representatives thereof, to (a) examine and make copies of and abstracts

from the records and books of account of such Loan Party and each of its

Subsidiaries, (b) visit the properties of such Loan Party and each of its

Subsidiaries, (c) discuss the affairs, finances and accounts of such Loan

Party and each of its Subsidiaries with any of their respective officers or

directors and (d) communicate directly with such Loan Party’s independent

certified public accountants, provided that upon the occurrence and

during the continuance of any Default or Event of Default the Agent, the

Collateral Agent and each Lender shall have the right to do any of the

foregoing at any time and without reasonable notice.  Each Loan Party shall authorize its

independent certified public accountants to disclose to the Agent, the

Collateral Agent or any Lender any and all financial statements and other

information of any kind, including, without limitation, copies of any

management letter, or the substance of any oral information that such

accountants may have with respect to the business, financial condition, results

of operations or other affairs of such Loan Party or any of its Subsidiaries.




 




6.7           Keeping of

Books.  Each Loan Party shall

keep, and shall cause each of its Subsidiaries to keep, proper books of record

and account, in which full and correct entries shall be made of all financial

transactions and the assets and business of such Loan Party and each such

Subsidiary.




 




6.8           Maintenance

of Properties, Etc.  Except as permitted by Section 7.5,

each Loan Party shall maintain and preserve, and shall cause each of its

Subsidiaries to maintain and preserve, (i) all of its properties which are

used or useful or necessary in the conduct of its business in good working

order and condition and (ii) all rights, permits, licenses, approvals and

privileges (including, without limitation, all Permits) which are used or

useful or necessary in the conduct of its business; provided, however,

that the Loan Parties shall not be deemed in default of this Section 6.8 if all

such failures in the aggregate have no Material Adverse Effect.




 




6.9           Performance and Compliance with

Other Covenants.  Each Loan

Party shall perform and comply with, and shall cause each of its Subsidiaries

to perform and




 




101





























 




comply

with, each of the covenants and agreements set forth in the Related Documents

and under each other Contractual Obligation to which it or any of its

Subsidiaries is a party; provided, however, that the Loan Parties

shall not be deemed in default of this Section 6.9 if all such failures in the

aggregate have no Material Adverse Effect.




 




6.10         Application

of Proceeds.  Each Loan Party

shall use the entire amount of the proceeds of the Loans as provided in Section

4.18.




 




6.11         Financial

Statements.  Each Loan Party

referred to below shall furnish to the Agent on behalf of the Lenders and the

Issuer, in sufficient original copies for the Lenders and the Issuer:




 




(a)           as soon as available and in any event

within 45 days after the end of each month, unaudited consolidated and

consolidating balance sheets of Euramax U.S. and its Subsidiaries as of the end

of such month and unaudited consolidated and consolidating statements of

income, retained earnings and cash flow of Euramax U.S. and its Subsidiaries

for the period commencing at the end of the previous month and ending with the

end of such month, all prepared in conformity with GAAP and certified by the

chief financial officer of Euramax U.S. as fairly presenting the financial

condition and results of operations of Euramax U.S. and its Subsidiaries at

such date and for such period, subject to year–end audit adjustments and

without footnote disclosure, together with (i) a certificate of the chief

financial officer of Euramax U.S. stating that no Default or Event of Default

has occurred and is continuing or, if a Default or an Event of Default has

occurred and is continuing, a statement as to the nature thereof and the action

which Euramax U.S. proposes to take with respect thereto and (ii) a

written discussion and analysis by the management of Euramax U.S. of the

financial statements furnished in respect of such month;




 




(b)           as soon as available and in any event

within 45 days after the end of each of the first three Fiscal Quarters of each

Fiscal Year, unaudited consolidated and consolidating balance sheets of Euramax

U.S. and its Subsidiaries as of the end of such quarter and unaudited

consolidated and consolidating statements of income, retained earnings and cash

flow of Euramax U.S. and its Subsidiaries for the period commencing at the end of

the previous Fiscal Year and ending with the end of such Fiscal Quarter, all

prepared in conformity with GAAP and certified by the chief financial officer

of Euramax U.S. as fairly presenting the financial condition and results of

operations of Euramax U.S. and its Subsidiaries at such date and for such

period, subject to year–end audit adjustments and without footnote disclosure,

together with (i) a certificate of the chief financial officer of Euramax

U.S. stating that no Default or Event of Default has occurred and is continuing

or, if a Default or an Event of Default has occurred and is continuing, a

statement as to the nature thereof and the action which Euramax U.S. proposes

to take with respect thereto, (ii) a schedule in form satisfactory to the

Agent of the computations used by Euramax U.S. in determining compliance with

all financial covenants contained herein and (iii) a written discussion

and analysis by the management of Euramax U.S. of the financial statements

furnished in respect of such Fiscal Quarter;




 




102





























 




(c)           as soon as available and in any event

within 90 days after the end of each Fiscal Year, (i) consolidated balance

sheets of Euramax U.S. and its Subsidiaries as of the end of such year and

consolidated statements of income, retained earnings and cash flow of Euramax

U.S. and its Subsidiaries for such Fiscal Year, all prepared in conformity with

GAAP and certified without qualification as to the scope of the audit or as to

Euramax U.S. being a going concern by Ernst & Young LLP or other

independent public accountants which is a “Big Five” accounting firm, together

with (A) a certificate of such accounting firm stating that in the course

of the audit of the consolidated financial statements of Euramax U.S. and its

Subsidiaries, which audit was conducted by such accounting firm in accordance

with generally accepted auditing standards, such accounting firm has obtained

no knowledge that a Default or Event of Default has occurred and is continuing,

or, if in the opinion of such accounting firm, a Default or Event of Default

has occurred and is continuing, a statement as to the nature thereof,

(B) a schedule in form satisfactory to the Agent of the computations used

by such accountants in determining, as of the end of such Fiscal Year, Euramax

U.S.’s compliance with all financial covenants contained herein and (C) a

written discussion and analysis by the management of Euramax U.S. of the

financial statements furnished in respect of such Fiscal Year and (ii)

consolidating balance sheets of Euramax U.S. and its Subsidiaries as of the end

of such year and consolidating statements of income, retained earnings and cash

flow of Euramax U.S. and its Subsidiaries for such Fiscal Year, all prepared in

conformity with GAAP;




 




(d)           promptly after the same are received by

Euramax U.S., a copy of each management letter provided to Euramax U.S. by its

independent certified public accountants which refers in whole or in part to

any inadequacy, defect, problem, qualification or other lack of fully

satisfactory accounting controls utilized by Euramax U.S. or any of its

Subsidiaries; and




 




(e)           as soon as available and in any event

not later than 45 days after the first day of each Fiscal Year, an annual

business and financial plan for such Fiscal Year and the next succeeding two

Fiscal Years, which plan (with respect to the first Fiscal Year) shall be

updated semi–annually, and an annual budget of such Loan Party and its

Subsidiaries for such Fiscal Year and the succeeding two Fiscal Years,

displaying on a monthly and quarterly basis for the first Fiscal Year and on an

annual basis thereafter anticipated balance sheets, forecasted revenues, net

income, cash flow, EBITDA, Capital Expenditures and working capital requirements

all on a consolidated and consolidating basis.




 




6.12         Reporting

Requirements.  Each Loan Party

shall furnish to the Lenders:




 




(a)           prior to any Asset Sale (other than an

Asset Sale arising by reason of the destruction or condemnation of property or

the taking of property by eminent domain) anticipated to generate in excess of

$1,000,000 in Asset Sales Proceeds (determined in Dollars), a notice

(i) describing the assets being sold and (ii) stating the estimated

Asset Sales Proceeds in respect of such Asset Sale;




 




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(b)           promptly and in any event within 30

days after any Loan Party or any of its Subsidiaries knows or has reason to

know that any ERISA Event has occurred, a written statement of the chief

financial officer or other appropriate officer of such Loan Party describing

such ERISA Event and the action, if any, which such Loan Party, its

Subsidiaries and ERISA Affiliates propose to take with respect thereto and a

copy of any notice filed by or with the PBGC or the IRS pertaining thereto;




 




(c)           promptly and in any event within 10

days after receipt thereof, a copy of any adverse notice, determination letter,

ruling or opinion any Loan Party, any of its Subsidiaries or any ERISA

Affiliate receives from the PBGC, DOL or IRS with respect to any Plan, other

than those which, in the aggregate, do not have any reasonable likelihood of

resulting in a Material Adverse Change;




 




(d)           promptly after the commencement

thereof, notice of all actions, suits and proceedings before any domestic or

foreign Governmental Authority or arbitrator, affecting any Loan Party or any

of its Subsidiaries, except those which in the aggregate, if adversely

determined, would have no Material Adverse Effect;




 




(e)           promptly and in any event within two

Business Days after any Loan Party becomes aware of the existence of

(i) any Default or Event of Default, (ii) any breach or

non-performance of, or any default under, any Related Document or any other

Contractual Obligation which is material to the business, prospects, operations

or financial condition of such Loan Party and its Subsidiaries taken as one

enterprise or (iii) any Material Adverse Change or any event, development

or other circumstance which has any reasonable likelihood of causing or

resulting in a Material Adverse Change, telephonic or telecopied notice in

reasonable detail specifying the nature of the Default, Event of Default,

breach, non–performance, default, event, development or circumstance,

including, without limitation, the anticipated effect thereof, which notice

shall be promptly confirmed in writing within five days;




 




(f)            promptly after the sending or filing

thereof, copies of all reports which any Loan Party sends to its security

holders generally, and copies of all reports and registration statements which

any Loan Party or any of its Subsidiaries files with the Securities and

Exchange Commission or any national securities exchange or the National

Association of Securities Dealers, Inc., or other equivalent body in any

relevant jurisdiction;




 




(g)           promptly after the sending or the

receipt thereof, copies of all notices, certificates or reports delivered or

received pursuant to any Related Document;




 




(h)           promptly and in any event within 10

days of any Loan Party or any of its Subsidiaries learning of any of the

following, written notice to the Agent of any of the following:




 




(i)            receipt

by such Loan Party or any of its Subsidiaries of notification that any real or

personal property of such Loan Party or any of its Subsidiaries is subject to

an Environmental Lien; and




 




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(ii)           except

any matter referred to below that both would not reasonably be expected

individually to result in Environmental Liabilities and Costs in excess of

$1,000,000 and would not, when the Environmental Liabilities and Costs to which

such Loan Party or such Subsidiary are reasonably likely to be subjected as a

result thereof are aggregated with all Environmental Liabilities and Costs to

which all Loan Parties and their Subsidiaries are reasonably likely to be

subjected as a result of all matters referred to below exceed $5,000,000 in the

aggregate in any consecutive 24–month period:




 




(A)          the Release or threatened Release of

any Hazardous Material on or from any Facility of any Loan Party or any of its

Subsidiaries and any written communication or report received by such Loan

Party or any of its Subsidiaries in connection with or relating to any such

Release or threatened Release;




 




(B)           any notice or claim to the effect

that such Loan Party or any of its Subsidiaries is or may be liable under any

Environmental Law, including CERCLA, as a result of the Release or threatened

Release of any Hazardous Material or violation of any Environmental Law,

including the commencement of any Legal Proceeding or investigation alleging a

violation of or liability pursuant to any Environmental Law;




 




(C)           any Remedial Action taken in response

to any Release of a Hazardous Material on, under or about any Facility of such

Loan Party or any of its Subsidiaries;




 




(D)          receipt by such Loan Party or any of

its Subsidiaries of any notice of violation of, or knowledge by such Loan Party

or any of its Subsidiaries that there exists a condition which may result in a

violation by such Loan Party or any of its Subsidiaries of, any Environmental

Law; or




 




(E)           any proposed Capital Expenditure or

series of related Capital Expenditures in excess of $500,000 in the aggregate

by such Loan Party or any of its Subsidiaries intended or designed to meet any

new obligation under any Environmental Law.




 




(i)            upon reasonable written request by any

Lender through the Agent, a report providing an update of the status of any

issue identified in any notice or report required pursuant to this Section

6.12;




 




(j)            promptly and in any event within five

days after any Loan Party or any of its Subsidiaries knows or has reason to

know of any action, investigation, claim or proceeding (including, without

limitation, any action or claim that arises out of or is based upon any

allegation of infringement of any Intellectual Property or any License, as such

terms are defined in the Collateral Documents), whether asserted by or against

such Loan Party or any of its Subsidiaries, which, if adversely determined,

could result in a Material Adverse Change or could have a Material Adverse

Effect, a written statement by a Responsible Officer of such Loan Party

describing such action, investigation, claim or




 




105





























 




proceeding

and the action which such Loan Party or Subsidiary proposes to take with

respect thereto;




 




(k)           within two weeks after the occurrence

thereof, (i) at the end of each Fiscal Quarter, if EBITDA is less than

$50,000,000 for the 12–month period ending on such Fiscal Quarter or

(ii) upon the occurrence of a Default or an Event of Default in connection

with the provisions of Article V and at the request of the Collateral Agent,

(A) new equipment appraisals, assuming an orderly liquidation scenario, of

the Equipment of the Loan Parties prepared by a third–party appraiser of

national standing that is reasonably satisfactory to the Majority Lenders and

the Agent; provided that if the appraised liquidation value of the

Eligible Capital Equipment pursuant to the aforementioned appraisal is less

than the amount determined for Eligible Capital Equipment in the most recent

Borrowing Base Certificate, the amount of Eligible Capital Equipment used in

determining the Borrowing Base and the U.S. Borrowing Base shall be such lesser

amount until the completion of the next scheduled appraisal of the Loan

Parties’ Equipment obtained by or furnished to the Collateral Agent pursuant to

this Agreement; provided, however, that, in any event, the Loan

Parties may arrange for an appraisal of their Equipment by a third-party

appraiser of national standing that is satisfactory to the Majority Lenders and

the Agent, at their own cost and expense, after the end of the Fiscal Quarter

during which the most recent appraisal was completed; and (B) a new

collateral audit conducted by the Collateral Agent similar in scope to the

audits required under Section 6.19;




 




(l)            within 30 days after the end of each

calendar month, a copy of the consolidated Borrowing Base Certificate of the

relevant Loan Parties as of the end of such month, furnished to the Agent and

the Collateral Agent pursuant to Section 6.22;




 




(m)          within 21 days after the Effective Date,

evidence that the insurance required by the terms of the Collateral Documents

and by Section 6.4 is in full force and effect;




 




(n)           the Borrower hereby agrees to send a

written monthly report to the Agent and the Collateral Agent, no later than

five days after the end of each month, setting forth the notional amount of all

obligations by the Counterparties under all Currency Contracts, Interest Rate

Contracts and Commodity Hedge Contracts, as the case may be, as of the end of

each month; and




 




(o)           such other information respecting the

business, properties, condition, financial or otherwise, or operations of any

Loan Party or any of its Subsidiaries as any Lender through the Agent may from

time to time reasonably request.




 




6.13         Leases.  Each Loan Party shall provide the Agent with

a copy of each lease of real property to which such Loan Party or any

Subsidiary of such Loan Party is then a party, whether as lessor or

lessee.  Each Loan Party shall, and

shall cause each of its Subsidiaries to:




 




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(i)            comply

in all material respects with all of their respective obligations under all of

their respective Specified Leases now or hereafter held respectively by them

with respect to real property, including, without limitation, paying the rent

and all other sums and charges mentioned in, and payable under, the Specified

Leases;




 




(ii)           do

all things necessary to preserve and to keep unimpaired its rights under the

Specified Leases;




 




(iii)          not

waive, excuse or discharge any of the material obligations of any lessor under

any of the Specified Leases without the Agent’s prior written consent in each

instance and shall diligently and continuously enforce the material obligations

of each lessor under the Specified Leases;




 




(iv)          not

do, permit or suffer any event or omission as a result of which there could

occur a default under any of the Specified Leases or any event which, with the

giving of notice or the passage or time, or both, would constitute a default

under any of the Specified Leases which could permit any party to any of the

Specified Leases to validly terminate that lease (including, without

limitation, a default in any payment obligation);




 




(v)           not

cancel, terminate, surrender, modify or amend or in any way alter or permit the

alteration of any provision of any of the Specified Leases or agree to any termination,

amendment, modification or surrender of any of the Specified Leases without the

Agent’s prior written consent in each instance;




 




(vi)          promptly

furnish to the Agent copies of such information and evidence as the Agent may

request concerning each Loan Party’s and any of its Subsidiaries’ due

observance, performance and compliance with the terms, covenants and conditions

of any of the Specified Leases;




 




(vii)         execute

and deliver to the Agent, within five days after request and at such Loan

Party’s sole cost and expense, such documents, instruments or agreements as may

be required to permit the Agent to cure any default under any of the Specified

Leases;




 




(viii)        obtain

and deliver to the Agent within 20 days after written demand by the Agent, an

estoppel certificate from the lessor under any of the Specified Leases setting

forth (1) the name of the lessee and the lessor thereunder, (2) that

such Specified Lease is in full force and effect and has not been modified or,

if it has been modified, the date of each modification (together with copies of

each such modification), (3) the basic rent payable under such Specified

Lease, (4) the date to which all rental charges have been paid by the

lessee under such Specified Lease, (5) whether a notice of default has

been received by the lessor under such Specified Lease which has not been

cured, and if such notice has been received, the date it was received and the

nature of the default, (6) whether there are any alleged defaults of the

lessee under such Specified




 




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Lease

and, if there are, setting forth the nature thereof in reasonable detail and

(7) if the lessee under such Specified Lease shall be in default, the

nature of the default;




 




(ix)           not

assign any Leases or sublet any portion of the premises subject to a Domestic

Leasehold Mortgage or assign or sublet any other Lease if such assignment or

sublet would have a Material Adverse Effect;




 




(x)            provide

the Agent with a copy of each notice of default under any Specified Lease,

including, without limitation, any notice of lessor’s intention to terminate

any Specified Lease or to re–enter and take possession of any real property

encumbered by a Specified Lease, received by such Loan Party or any Subsidiary

of such Loan Party immediately upon receipt thereof and deliver to the Agent a

copy of each notice of default sent by such Loan Party or any Subsidiary of

such Loan Party under any Specified Lease simultaneously with its delivery of

such notice under such Specified Lease;




 




(xi)           notify

the Agent, not later than 30 days prior to the date of the expiration of the

term of any Specified Lease, of the intention of such Loan Party or any

Subsidiary of such Loan Party to either renew or to not renew any such

Specified Lease, and, if such Loan Party or any Subsidiary of such Loan Party

intends to renew such Specified Lease, the terms and conditions of such

renewal;




 




(xii)          notify

the Agent at least 14 days prior to the date such Loan Party or any Subsidiary

of such Loan Party takes possession of, or becomes liable under, any new leased

premises or Lease, whichever is earlier;




 




(xiii)         with

respect to the Leases subject to any Domestic Leasehold Mortgage, comply with

the provisions of such Domestic Leasehold Mortgage with respect to the

applicable Leases, which provisions shall control; and




 




(xiv)        to

the extent required by the Agent, promptly execute, deliver and record a first–priority

Domestic Leasehold Mortgage in favor of the Agent on behalf and for the ratable

benefit of the Secured Parties should such Loan Party or any Subsidiary of such

Loan Party enter into, renew or be a party to a Lease reasonably designated by

the Agent as being material to such Loan Party or such Loan Party and its

Subsidiaries taken as a whole, which Lease shall expressly permit the

mortgaging thereof to the Agent, contain non-disturbance provisions

satisfactory to the Agent and include such other customary lender protections

as may be required by the Agent, together with a title insurance policy in an

amount reasonably requested by the Agent and a current ALTA survey and

surveyor’s certificate in form and substance satisfactory to the Agent.




 




6.14         New Real Estate.  If, at any time, any Loan Party or any of

its Subsidiaries acquires any Real Estate not covered by a Domestic Mortgage, a

U.K. Debenture or Dutch Mortgage, such Loan Party or such Subsidiary shall

promptly execute, deliver and record a first–priority mortgage or deed of

trust in favor of the Agent on behalf and for the ratable benefit of the

Secured Parties covering such Real Estate (subordinate only to such Liens as

are permitted hereunder), in form and substance satisfactory to the Agent,




 




108





























 




and

provide the Agent, at such Loan Party’s sole cost and expense, with a title

insurance policy covering such Real Estate in an amount equal to the purchase

price of such Real Estate, and a current ALTA survey thereof, and a surveyor’s

certificate in form and substance satisfactory to the Agent.  Notwithstanding the foregoing, with respect

to the Loan Parties’ properties located at 577 Industrial Drive, Mableton,

Georgia, and 3690 S. Kennesaw Industrial Parkway, Kennesaw, Georgia, the Loan

Parties shall, within 60 days after the Effective Date, (a) cause a Domestic

Mortgage to be recorded in the appropriate recording office, in form and

substance reasonably satisfactory to the Agent, (b) cause UCC-1 fixture filings

to be filed in such recording offices with respect to such properties, (c)

obtain a title insurance policy in form and amount reasonably satisfactory to

the Agent and (d) provide a favorable opinion of counsel to the Borrowers in

form and substance reasonably satisfactory to the Agent.




 




6.15         Employee Plans.  For each Plan and any related trust

hereafter adopted or maintained by any Loan Party intended to qualify under

Code Section 401 or 501, such Loan Party shall (i) seek, and cause such of

its ERISA Affiliates to seek, and receive determination letters from the IRS to

the effect that such Plan is so qualified and (ii) cause such Plan to be

so qualified, except where the non–qualification of which would not have a

Material Adverse Effect.




 




6.16         Borrowing

Base Determination.  (a)    Subject to Section 6.12(k), and in

addition to the requirements of Sections 6.19 and 6.22, each Loan Party that

has granted a Lien on any Collateral shall conduct, or shall cause to be

conducted, at its expense, and upon request of the Agent or the Collateral

Agent, and present to the Agent and the Collateral Agent for approval, such

appraisals, investigations and reviews as the Agent or the Collateral Agent, as

the case may be, shall reasonably request for the purpose of determining the

Borrowing Base, all upon reasonable notice and at such reasonable times during

normal business hours and not more than once during any Fiscal Year or, upon

the occurrence and during the continuation of a Default or an Event of Default,

as often as may be reasonably requested. 

Such Loan Party shall furnish to the Agent and the Collateral Agent any

information not otherwise required by this Agreement which the Agent or the

Collateral Agent may reasonably request regarding the determination and

calculation of the Borrowing Base including, without limitation, correct and

complete copies of any invoices, underlying agreements, instruments or other

documents and the identity of all obligors.




 




(b)           (i) 

Euramax U.S. and each Borrower shall promptly notify the Agent and the

Collateral Agent in writing in the event that at any time Euramax U.S., such

Borrower or any of their respective Subsidiaries receives or otherwise gains

knowledge that either (A) the Borrowing Base has decreased by more than

25% from the Borrowing Base reflected in the most recent Borrowing Base

Certificates delivered pursuant to Section 6.22 or (B) the Borrowing

Base attributable to any such Borrower and its Subsidiaries has decreased by

more than 25% from the Borrowing Base reflected in the most recent Borrowing

Base Certificate delivered by the Loan Parties pursuant to Section 6.11;

(ii) each of Euramax U.S. and U.S. Operating Co. shall promptly notify the

Agent and the Collateral Agent in writing in the event that at any time Euramax

U.S., U.S. Operating Co. or any of their respective Subsidiaries receives or

otherwise gains




 




109





























 




knowledge

that the U.S. Borrowing Base has decreased by more than 25% from the U.S.

Borrowing Base reflected in the most recent Borrowing Base Certificate

delivered by U.S. Operating Co. pursuant to Section 6.11; (iii) Euramax

U.S. and each Borrower shall promptly notify the Agent and the Collateral Agent

in writing in the event that at any time the Swing Loans and Revolving Credit

Loans outstanding at such time plus the Letter of Credit Obligations

outstanding at such time exceed the Maximum Amount of Revolver Liabilities at

such time as a result of any decrease in the Borrowing Base, and the amount of

such excess; and (iv) each of Euramax U.S. and U.S. Operating Co. shall

promptly notify the Agent and the Collateral Agent in writing in the event that

at any time the Swing Loans and Revolving Credit Loans made to U.S. Operating

Co. outstanding at such time plus the Letter of Credit Obligations of U.S.

Operating Co. outstanding at such time exceed the Maximum Amount of Revolver

Liabilities of U.S. Operating Co. at such time as a result of any decrease in

the U.S. Borrowing Base, and the amount of such excess.




 




(c)           The Agent and the Collateral Agent may

make test verifications of the Accounts and physical verifications of the

inventory in any manner and through any medium that the Agent or the Collateral

Agent considers advisable, and each Borrower or other Loan Party that granted a

Lien on any Collateral shall furnish all such assistance and information as the

Agent or the Collateral Agent may require in connection therewith.  Notwithstanding the foregoing, except upon

the occurrence and during the continuation of a Default or an Event of Default,

neither the Agent nor the Collateral Agent shall not directly contact (by

telephone, mail or otherwise) any customer of any Loan Party in connection with

such verifications.




 




6.17         Fiscal Year.  Each Loan Party shall maintain as its Fiscal

Year the period beginning on the Saturday immediately subsequent to the end of

the immediately prior Fiscal Year and ending on the last Friday of December of

the following calendar year.




 




6.18         Environmental

Matters.  (a)    Each Loan Party shall comply in all

material respects and shall cause each of its Subsidiaries to comply in all

material respects with all applicable Environmental Laws currently or hereafter

in effect.




 




(b)           If the Agent or the Lenders at any time

have a reasonable basis to believe that there may be a material violation of

any Environmental Law at any Facility of any Loan Party or any of its

Subsidiaries, which violation may reasonably be expected to result in

Environmental Liabilities and Costs exceeding $1,000,000 individually or in

excess of $2,500,000 in any Fiscal Year when aggregated with all Environmental

Liabilities and Costs reasonably expected to result from all prior violations of all Loan

Parties and their Subsidiaries, or, if any Event of Default occurs, then

such Loan Party agrees, upon request from the Agent, to provide the Agent, at

such Loan Party’s expense, with such reports, certificates, engineering studies

or other written material or data as the Agent or Lenders may reasonably

require so as to reasonably satisfy the Agent and Lenders that such Loan Party

or such Subsidiary is in material compliance with such Environmental Laws; provided,

however, that should any Loan Party fail to provide such reports,

certifications, engineering studies or other written material or data within 30

days of the Agent’s request, the Agent, its employees and agents shall have the

right, at such




 




110





























 




Loan

Party’s sole cost and expense, to conduct such environmental assessments or

investigations as may reasonably be required to satisfy the Agent and Lenders

that such Loan Party or its Subsidiary is in material compliance with such

Environmental Laws.  In addition, upon

reasonable notice to the applicable Loan Party or Subsidiary thereof, the Agent

shall have the right to inspect during normal business hours any real property

owned, leased or operated by any Loan Party or any of its Subsidiaries if at

any time the Agent or the Lenders have a reasonable basis to believe that there

may be such a material violation of Environmental Law.




 




(c)           Each Loan Party shall, and shall cause

each of its Subsidiaries to, take such Remedial Action or other action as

required by Environmental Laws, except to the extent contested in

good faith and by proper proceedings before a Governmental Authority, or as is

appropriate and consistent with good business practice; provided, however,

that the Loan Parties shall be deemed not to be in default of this subsection

(c) if all such failures by the Loan Parties and their Subsidiaries to take

such Remedial Actions or other actions do not subject the Loan Parties and

their Subsidiaries to Environmental Liabilities and Costs of $2,500,000 or more

in the aggregate.




 




6.19         Annual Audit.  In

addition to the requirements of Sections 6.12(k), 6.16 and 6.22, no more than

once in each Fiscal Year, the Agent and the Collateral Agent, or their

respective designees, shall be allowed, at any reasonable time and from time to

time during such period, upon reasonable notice, to conduct an audit of the

Borrowing Base and U.S. Borrowing Base calculations for the Loan Parties,

including an investigation of the Accounts, Inventory and Equipment of Euramax

U.S. and its Subsidiaries.




 




6.20         Landlord

Waivers; Bailee’s Letters.  The

Loan Parties shall use reasonable commercial efforts to obtain either Landlord

Waivers or Bailee’s Letters for each leasehold, warehouse or supplier where

Inventory of any of the Loan Parties is located.




 




6.21         Deposit Account Control Agreements;

Control Account Agreements.  No

later than 30 days after the Effective Date, the Loan Parties shall use

commercially reasonable efforts to obtain (a) Deposit Account Control

Agreements in form and substance reasonably satisfactory to the Agent, with

respect to its deposit accounts maintained by any Loan Party at LaSalle Bank

National Association or any of its Affiliates and (b) Control Account

Agreements, in form and substance reasonably satisfactory to the Agent, with

respect to any Securities Account or Commodity Account (each as defined in the

Domestic Security Agreement) maintained by any Loan Party.




 




6.22         Reports

Respecting Collateral.  The Loan

Parties which have granted a Lien on Collateral shall, within 30 days after the

end of each calendar month, furnish to the Agent and the Collateral Agent a

consolidated and consolidating Borrowing Base Certificate as of the end of such

month, executed by a Responsible Officer of such Loan Parties, together with

any accompanying documentation required by the Collateral Agent.    During any period during which a Default

or Event of Default exists, then, upon the Agent’s or the Collateral Agent’s

request therefor, such Loan Parties shall deliver to the Agent or the

Collateral Agent as applicable, copies of proof of delivery and the original

copy of all documents, including, without limitation, repayment histories and

present




 




111





























 




status

reports relating to all Accounts listed on any Borrowing Base Certificate and

such other matters and information relating to the status of the Accounts of

such Loan Parties as the Agent or the Collateral Agent shall reasonably

request.  Such Loan Parties shall also

furnish such other information pertaining to the Collateral as the Agent or

Collateral Agent may reasonably request from time to time.




 




ARTICLE VII




 




NEGATIVE COVENANTS




 




As long as any of

the Obligations remain outstanding or any of the Revolving Credit Commitments

are still in effect, without the written consent of the Majority Lenders and

the Agent, each Loan Party, on its behalf and on behalf of its Subsidiaries,

agrees with the Lenders, the Issuer and the Agent that:




 




7.1           Liens, Etc.

 No Loan Party shall create

or suffer to exist, nor shall it permit any of its Subsidiaries to create or

suffer to exist, any Lien upon or with respect to any of its or such

Subsidiary’s properties, whether now owned or hereafter acquired, or assign, or

permit any of its Subsidiaries to assign, any right to receive income, except

for:




 




(a)           Liens created pursuant to the Loan

Documents;




 




(b)           Liens arising by operation of law in

favor of materialmen, mechanics, warehousemen, carriers, lessors or other

similar Persons incurred by any Operating Company or any Operating Company

Subsidiary in the ordinary course of business which secure its obligations to

such Person; provided, however, that (i) such Operating

Company or such Operating Company Subsidiary is not in default with respect to

such payment obligation to such Person, (ii) such Operating Company or

such Operating Company Subsidiary is in good faith and by appropriate proceedings

diligently contesting such obligation and adequate provision is made for the

payment thereof or (iii) all such failures by the Operating Companies and

Operating Company Subsidiaries in the aggregate have no Material Adverse

Effect;




 




(c)           Liens (excluding Environmental Liens)

on assets (other than Stock or Stock Equivalents) securing taxes, assessments

or governmental charges or levies; provided, however, that no

Loan Party or any of its Subsidiaries is in default in respect of any payment

obligation with respect thereto unless (i) such Loan Party or such

Subsidiary is in good faith and by appropriate proceedings diligently

contesting such obligation and adequate reserves therefor have been established

on the books of such Loan Party or Subsidiary in accordance with GAAP and

(ii) all such failures in the aggregate have no Material Adverse Effect;




 




(d)           Liens on assets (other than Stock or

Stock Equivalents) incurred or pledges and deposits made in the ordinary course

of business in connection with workers’ compensation, unemployment insurance,

old–age pensions and other social security benefits;




 




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(e)           (i) Liens

on assets (other than Stock which does not constitute Collateral or Stock

Equivalents) securing the performance of bids, tenders, leases, contracts

(other than for the repayment of borrowed money), statutory obligations, surety

and appeal bonds and other obligations of like nature, incurred as an incident

to and in the ordinary course of business and (ii) judgment liens; provided,

however, that all such Liens (x) in the aggregate have no Material

Adverse Effect and (y) do not secure directly or indirectly judgments in

excess of $1,000,000 for all Loan Parties and their Subsidiaries;




 




(f)            Zoning restrictions, easements,

licenses, reservations, restrictions on the use of real property or minor

irregularities incident thereto which do not in the aggregate materially

detract from the value or use of the property or assets of any Loan Party or any

of its Subsidiaries or impair, in any material manner, the use of such property

for the purposes for which such property is held by such Loan Party or any such

Subsidiary;




 




(g)           Liens in favor of landlords securing

operating leases permitted by Section 7.3;




 




(h)           Liens existing on the Effective Date in

the case of each Loan Party and its Subsidiaries to the extent disclosed on

Schedule 7.1;




 




(i)            Liens on assets of any Operating

Company or any Operating Company Subsidiary thereof to secure Capital Financing

Indebtedness of such Operating Company or such Operating Company Subsidiary, in

each case to the extent such Capital Financing Indebtedness is permitted by

Section 7.2(a)(v); provided, however, that (i) any such Lien

is created solely for the purpose of securing Indebtedness representing, or

incurred to finance, refinance or refund, the cost (including, without

limitation, the cost of construction) of the property subject thereto,

(ii) the principal amount of the Indebtedness secured by such Lien does

not exceed 100% of such cost and (iii) such Lien does not extend to or

cover any other property other than such item of property and any improvements

on such item;




 




(j)            Any Lien securing the renewal,

extension or refunding of any Indebtedness or other obligation secured by any

Lien permitted by this Section 7.1 provided that such renewal, extension or

refunding is otherwise permitted by this Agreement and the amount of such

Indebtedness or other obligation secured by such Lien and the assets subject to

such Lien are not increased;




 




(k)           Any other Lien on assets of any of any

Operating Company or any Operating Company Subsidiary (other than Liens on

Stock and Environmental Liens), provided that the Fair Market Value of

all such assets does not exceed $250,000 in the aggregate and no such Lien

secures any Indebtedness; and




 




(l)            Any right of set–off granted by

any of U.K. Operating Co., Ellbee Ltd. or Coated Products U.K. to National

Westminster Bank plc, and any Lien created or permitted or suffered to exist by

any of such Loan Parties on cash or Cash Equivalents




 




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held

by National Westminster Bank plc, in each case to the extent securing Permitted

Secured U.K. Debt (as defined in clause (B) of the proviso to Section

7.2(a)(xii)), provided that no Default or Event of Default would result

therefrom.




 




7.2           Indebtedness.  (a)   

No Loan Party shall create, incur, assume, endorse, be or be become

liable for, or suffer to exist, nor shall it permit any of its Subsidiaries to

create, incur, assume, endorse, be or become liable for, or suffer to exist,

any Indebtedness, directly or indirectly, except:




 




(i)            Indebtedness

and Contingent Obligations in respect of the Obligations or evidenced by a Loan

Document;




 




(ii)           liabilities

in respect of taxes, and current liabilities in respect of assessments and

governmental charges or levies incurred, or claims for labor, materials,

inventory, services, supplies and rentals incurred, or for goods or services

purchased, in the ordinary course of business materially consistent with the

past practice of such Loan Party and its Subsidiaries, and Contingent

Obligations in respect of indemnities under Contractual Obligations or owing to

officers and directors of any Loan Party or its Subsidiaries, in each case to

the extent not otherwise prohibited by the Loan Documents and not resulting in

a Default or an Event of Default;




 




(iii)          Indebtedness

referred to in clause (k) of the definition of “Indebtedness”;




 




(iv)          Indebtedness

of any Operating Company or any Operating Company Subsidiary arising under any

performance bond reimbursement obligation entered into consistent with the past

practice of such Operating Company or such Operating Company Subsidiary;




 




(v)           Indebtedness

of any Operating Company or any Operating Company Subsidiary under Capital

Financing Indebtedness (including any guaranty by any of the foregoing Loan

Parties of any Capital Financing Indebtedness of a Subsidiary of such Loan

Party) in an aggregate amount not exceeding $5,000,000 at any one time

outstanding for all Operating Companies and all Operating Company Subsidiaries;




 




(vi)          Intentionally

Omitted;




 




(vii)         Indebtedness

of any Loan Party or its Subsidiaries in respect of any judgment, provided that

the aggregate amount of all such Indebtedness of the Loan Parties and their

Subsidiaries does not exceed $2,000,000 and no such judgment or judgments

result in a Default or an Event of Default;




 




(viii)        Indebtedness

of the Loan Parties and their Subsidiaries solely resulting from changes in

GAAP or the application of current GAAP to the extent not so applied on the

date hereof;




 




(ix)           in

the case of Euramax, U.K. Holdings and Dutch Holdings, the Senior Subordinated

Notes and, in the case of Amerimax U.K., Euramax




 




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U.S.,

Newco U.K., Newco U.K. II and U.S. Operating Co., the subordinated guaranties

thereof pursuant to the Senior Subordinated Indenture;




 




(x)            in

the case of each of Amerimax U.K. and Dutch Company, the Indebtedness in

respect of the Intercompany Notes issued by such Person;




 




(xi)           Indebtedness

of any Operating Company or any Operating Company Subsidiary to the extent such

Indebtedness is existing on the date of this Agreement and the nature thereof,

the parties thereto, the amount thereof and the documents therefor are

specified on Schedule 7.2(a);




 




(xii)          Indebtedness

owing to other than a Loan Party by any Operating Company or any Operating

Company Subsidiary not exceeding $5,000,000 in the aggregate at any time outstanding

for all such Persons incurred for the purpose of funding working capital

requirements of such Person or for general corporate purposes of such Person,

provided that (A) the amount thereof incurred by French Operating Co. and

its Subsidiaries shall not exceed in the aggregate $1,000,000 at any time

outstanding and (B) no Indebtedness permitted by this clause (xii) shall

be secured by a Lien on any property or assets of any Loan Party other than any

such Indebtedness owing to National Westminster Bank plc by U.K. Operating Co.,

Ellbee Ltd. and/or Coated Products U.K. (including any guaranty by any such

Loan Party of any such Indebtedness owing to National Westminster Bank plc by

another such Loan Party) in an amount not exceeding $2,500,000 in the aggregate

at any such time outstanding (“Permitted Secured U.K. Debt”) secured by

Liens specifically permitted by Section 7.1(l), provided that no Default

or Event of Default would result therefrom;




 




(xiii)         (A)  Indebtedness of an Operating Company or any

Operating Company Subsidiary owing to any Operating Company, any Operating

Company Subsidiary or any Subsidiary thereof; and (B) Indebtedness of

French Operating Co. or a Subsidiary thereof owing to any other Operating

Company or any other Operating Company Subsidiary, as the case may be, in an

aggregate principal amount not exceeding, when added to the amount of

Indebtedness incurred by French Operating Co. and its Subsidiaries pursuant to

clause (xii) above, $5,000,000 in the aggregate at any time outstanding; provided,

however, that all such Indebtedness owing to a Loan Party is evidenced

by promissory notes pledged pursuant to the applicable Collateral Document;




 




(xiv)        Indebtedness

of the Loan Parties (A) under Currency Contracts permitted under Section

7.11, provided that the aggregate notional amount of the obligations of

all Loan Parties under such Currency Contracts shall not exceed $100,000,000 at

any time (B) under Interest Rate Contracts permitted under Section 7.11, provided

that the aggregate notional amount of the obligations of all Loan Parties under

such Interest Rate Contracts shall not exceed $75,000,000 at any time and

(C) under Commodity Hedge Contracts permitted under Section 7.11, provided

that the aggregate notional amount of the obligations of all Loan Parties under

such Commodity Hedge Contracts shall not exceed $50,000,000;




 




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(xv)         All

Indebtedness between Loan Parties evidenced by a promissory note pledged to the

Agent pursuant to the terms of the Domestic Pledge and Security Agreements;




 




(xvi)        Permitted

Existing Indebtedness; and




 




(xvii)       Indebtedness

of Home Products owing to AFC (x) incurred solely in connection with the

Gutter World Acquisition (as defined in the Existing Credit Agreement) and

(y) following a capital contribution by U.S. Operating Co. to Home

Products, incurred to maintain the ratio of Indebtedness to equity of Home

Products at 4.00 to 1.00; provided, however, that all such

Indebtedness is evidenced by promissory notes in which the Agent has a fully

perfected first–priority security interest.




 




(b)           No Loan Party shall cancel, or permit

any of its Subsidiaries to cancel, any claim or Indebtedness owed to it except

for adequate consideration and in the ordinary course of business.




 




7.3           Lease

Obligations.  (a)    No Loan Party shall create or suffer to

exist, or permit any of its Subsidiaries to create or suffer to exist, any

obligations as lessee for the rental or hire of real or personal property of

any kind under other leases or agreements to lease (other than Capitalized

Leases) having an original term of one year or more which would cause the

direct or contingent liabilities of all Loan Parties and their respective

Subsidiaries, on a consolidated basis, in respect of all such obligations to

exceed $7,500,000 payable in any period of 12 consecutive months.




 




(b)           No Loan Party shall, nor shall it

permit any of its Subsidiaries to, become or remain liable as lessee or

guarantor or other surety with respect to any lease, whether an operating lease

or a Capitalized Lease, of any property (whether real or personal or mixed),

whether now owned or hereafter acquired, which (i) such Loan Party or any

of its Subsidiaries has sold or transferred or is to sell or transfer to any other

Person or (ii) such Loan Party or any of its Subsidiaries intends to use

for substantially the same purposes as any other property which has been or is

to be sold or transferred by that entity to any other Person in connection with

such lease.




 




7.4           Restricted

Payments.  No Loan Party shall

nor shall it permit any of its Subsidiaries to:




 




(a)           declare or make any dividend payment or

other distribution of assets, properties, cash, rights, obligations or

securities on account or in respect of any of its Stock or Stock Equivalents

except (i) dividends paid in kind by Euramax on the Preference Shares;

(ii) cash or in kind dividends paid by a Loan Party to another Loan Party

or by a wholly owned Subsidiary of a Loan Party to such Loan Party; (iii) the

distribution by Richmond Company of all of its assets to U.S. Operating Co. in

connection with the liquidation of Richmond Company; (iv) the issuance of

Qualifying Shares by a Foreign Loan Party or Non–Domestic Subsidiary

thereof; (v) cash interest payments on any Intercompany Notes; provided,

however, that the proceeds of all such cash interest paid on any

Intercompany Note, and all such cash dividends paid to Dutch




 




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Company

prior to a Permitted Merger of Dutch Operating Co. with and into Dutch Company

or paid to any of U.K. Holdings, Amerimax U.K. or Euramax are used solely:  (v) to pay any of the Obligations or

Guarantied Obligations, (w) to pay taxes and other expenses incurred by

such Foreign Holding Company, Amerimax U.K. or Euramax, as the case may be,

(x) by Euramax U.S. to redeem or repurchase any Stock of Euramax U.S.

owned by any Person who is part of the management of any Loan Party upon such

Person’s termination, death or permanent disability, provided that

(1) the aggregate amount of such redemptions and repurchases in any 12–month

period shall not exceed $1,500,000 and (2) the aggregate amount of such

redemptions and repurchases during the term of this Agreement shall not exceed

$2,500,000 plus, in the case of each of clauses (1) and (2), the

aggregate cash proceeds previously or concurrently paid to Euramax U.S. during

such period by any Person or Persons in payment of the purchase price of Stock

purchased by such Person or Persons and not applied or required to be applied

to any other payment, redemption or repurchase, (y) by Euramax, U.K.

Holdings and Dutch Holdings to make regularly scheduled interest payments to

the holders of Senior Subordinated Notes, provided that such payments

are not made in contravention of the subordination provisions thereof or of the

Senior Subordinated Indenture or (z) by the Loan Parties to make regularly

scheduled interest payments on their respective Intercompany Notes; and

(vi) in a Permitted Merger.




 




(b)           (i) purchase,

redeem, prepay, defease or otherwise acquire for value, or make any payment of

principal of, or premium or interest on, or other amount on account or in

respect of, any Senior Subordinated Note, any Intercompany Note or any other

Indebtedness for borrowed money, now or hereafter outstanding, except

(A) the Loans, (B) required payments by an Operating Company or

Operating Company Subsidiary on Indebtedness specifically permitted by Section

7.2(a) to be incurred by such Operating Company or such Operating Company

Subsidiary and (C) regularly scheduled interest payments (x) made by

Euramax, U.K. Holdings and Dutch Holdings on the Senior Subordinated Notes, provided

that such payments are not made in contravention of the subordination

provisions thereof or of the Senior Subordinated Indenture and (y) made by

any Loan Party on its Intercompany Notes; (ii) pay any fee to any holder

of any Senior Subordinated Note for any waiver or amendment or for any other

reason with respect to the Senior Subordinated Notes or the Senior Subordinated

Indenture; or (iii) make any deposit in respect of any of the foregoing or

give notice to any Person thereunder or under any Senior Subordinated Debt

Document of its intention to effect any of the foregoing unless the same is

revoked prior to its becoming irrevocable pursuant to the terms thereof.




 




7.5           Mergers,

Stock Issuances, Asset Sales, Etc. 

(a)    No Loan Party shall sell,

convey, transfer, lease or otherwise dispose of all or substantially all of its

assets or properties and no Loan Party shall, nor shall it permit any of its

Subsidiaries to merge with any Person other than a Permitted Merger.




 




(b)           No Loan Party shall (i) issue or

transfer, or permit any of its Subsidiaries to issue or transfer, any Stock or

Stock Equivalents other than any such issuance or transfer (A) by Euramax

U.S. of any of its Stock or Stock Equivalents so long as no Change of Control

shall result therefrom, (B) by a wholly owned Subsidiary of such




 




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Loan

Party to such Loan Party and (C) in the case of any Non–Domestic

Subsidiary of any Loan Party, of Qualifying Shares or (ii) effect or

suffer to occur or exist any Disposition of any Stock or Stock Equivalents of

any of its Subsidiaries unless such Disposition is permitted by subsection (c)

below.




 




(c)           No Loan Party shall, nor shall it

permit any of its Subsidiaries to, effect, enter into, consummate or suffer to

exist any Asset Sale except (i) any Asset Sale consisting of the taking of

property by condemnation or eminent domain or the loss or destruction of or

damage to any asset or property unless such asset or property has a Fair Market

Value in excess of $2,500,000 and (ii) any Asset Sale, excluding any Asset

Sale prohibited by Section 7.5(a) or (b), provided that, in any event,

(A) in the case of any Asset Sale involving assets or property having a

Fair Market Value in excess of $2,500,000 or involving assets or property

having a Fair Market Value which, when the Fair Market Value thereof is added

to the Fair Market Value of all assets and properties previously subject of an

Asset Sale consummated on or after the Effective Date, exceeds $7,500,000, the

Majority Lenders and the Agent shall have consented in writing to such Asset

Sale and to the terms, conditions and documentation for such Asset Sale,

(B) such Asset Sale is for the Fair Market Value thereof and the

consideration for such Asset Sale consists solely of cash, payable upon such

sale, (C) no Default or Event of Default is continuing or would result

therefrom and all Asset Sale Proceeds of such Asset Sale, if received in cash,

are applied to the prepayment of the Loans pursuant to Section 2.7 except as

otherwise specified therein and, if received in other than cash, are pledged to

the Agent pursuant to the Collateral Documents (it being understood that unless

the Majority Lenders and the Agent otherwise agree, no Asset Sale consideration

shall consist of other than cash) and (D) in the case of any Disposition

of any Stock or Stock Equivalents of any Subsidiary, all of the Stock and Stock

Equivalents of such Subsidiary is transferred.




 




(d)           Notwithstanding the foregoing, no Loan

Party shall sell or otherwise dispose of, or factor at maturity or collection,

or permit any of its Subsidiaries to sell or otherwise dispose of, or factor at

maturity or collection, any accounts receivables other than in connection with

the Stock of a Subsidiary in an Asset Sale permitted by Section 7.5(c).




 




7.6           Investments.  No Loan Party shall, directly or indirectly,

make or maintain, or permit any of its Subsidiaries to make or maintain, any

Investment, except:




 




(a)           Investments consisting of the Stock of

Subsidiaries listed on Schedule 4.8 or acquired in a Permitted Merger;




 




(b)           Investments by an Operating Company or

an Operating Company Subsidiary in accounts, contract rights and chattel paper

(each as defined in the Uniform Commercial Code), notes receivable and similar

items arising or acquired in the ordinary course of business consistent with

the past practice of such Operating Company or such Operating Company

Subsidiary;




 




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(c)           loans or advances to employees of an

Operating Company or an Operating Company Subsidiary, which loans and advances

shall not exceed $1,000,000 outstanding at any time in the aggregate for all

Operating Companies and Operating Company Subsidiaries;




 




(d)           Investments by an Operating Company or

an Operating Company Subsidiary in Cash Equivalents up to an aggregate of

$10,000,000 over any consecutive three–Business Day period;




 




(e)           Investments by a Loan Party in (i)

Currency Contracts or Interest Rate Contracts permitted by Section 7.2(a)(xiv)

or (ii) Commodity Hedge Contracts permitted by Section 7.11;




 




(f)            Investments by U.S. Operating Co. or

an Operating Company Subsidiary thereof consisting of cash collateral for the

payment of workers’ compensation in an amount not to exceed $1,000,000 in the

aggregate for U.S. Operating Co. and its Operating Company Subsidiaries;




 




(g)           Investments consisting of loans

permitted by clauses (x), (xiii), (xv), (xvi) and (xvii) of Section 7.2(a);




 




(h)           Investments in property, plant and

equipment to the extent not otherwise prohibited by the terms of any Loan

Document and subject to the provisions of Sections 6.13 and 6.14 and the terms

of the Collateral Documents;




 




(i)            Investments constituting Asset Sale

Proceeds to the extent the same are permitted by Section 7.5(c), provided

that each day on which any Loan Party or its Subsidiaries received any payment

thereunder the amount thereof, if received in cash, is applied to the Loans in

accordance with Section 2.7(d) and, if received in other than cash, is pledged

to the Agent under the applicable Collateral Document; or




 




(j)            Investments in Stock or Stock

Equivalents of any Person, consisting of a redemption by Euramax, Dutch

Holdings or U.K. Holdings in respect of the Senior Subordinated Notes (if

otherwise permitted by this Agreement) or consisting of the acquisition of

assets of any Person, provided that (i) no Default or Event of

Default shall have occurred and be continuing at the time of or as a result of

any such Investment, (ii) the aggregate amount of all such Investments

does not exceed $30,000,000, (iii) the Available Credit both before and

after such Investment shall not be less than $20,000,000, (iv) the Agent

shall have been furnished a pro forma compliance certificate showing compliance

with the financial covenants contained in Article V after giving effect to such

Investment and (v) no such Investment shall be made directly or indirectly

in any “margin stock” (as defined in Regulations T, U or X of the Board of

Governors of the Federal Reserve System).




 




7.7           Change in Nature of Business or in

Capital Structure.  (a)    No Loan Party shall make, nor shall it

permit any of its Subsidiaries to make, any material change in the nature or

conduct of its business as carried on at the Effective Date in the case of each

Loan Party and its Subsidiaries, except in connection with a Permitted Merger,

logical




 




119





























 




extensions

of its business or if the core business of such Loan Party does not materially

change from that on the Effective Date in the case of each Loan Party and its

Subsidiaries.




 




(b)           No Loan Party shall make, nor shall it

permit any of its Subsidiaries to make, any change in its capital structure

(including, without limitation, in the terms of its outstanding Stock) or amend

its certificate of incorporation or by–laws other than amendments in

connection with a Permitted Merger, or any other change in its capital

structure specifically permitted by Section 7.6 or which in the aggregate have

no Material Adverse Effect.




 




7.8           Modification of Related Documents

and Material Agreements.  No

Loan Party shall, nor shall it permit any of its Subsidiaries to,

(a) alter, rescind, terminate, amend, supplement, waive or otherwise

modify any provision of or permit any breach or default to exist under any

Related Document to which it is a party or take or fail to take any action

thereunder, except that any Related Document may be amended to the extent such

amendment relates solely to the provisions therein related to the equity of

Euramax U.S. or Euramax, provided that such amendment does not result in

a Default or an Event of Default and is not otherwise prohibited by the Loan

Documents; or (b) terminate or waive any of their respective rights under,

or fail to comply in all material respects with, any other material Contractual

Obligations, except that (i) with respect to any such failure to comply

with any Contractual Obligation other than any of the Related Documents, the

Loan Parties shall not be deemed in default of this Section 7.8 if all such

failures in the aggregate would have no Material Adverse Effect and

(ii) in the event of any breach or event of default by a Person other than

the Loan Parties or any of their Subsidiaries, the Loan Parties shall promptly

notify the Agent of any such breach or event of default and take all such

action as may be reasonably necessary in order to endeavor to avoid having such

breach or event of default have a Material Adverse Effect.




 




7.9           Accounting

Changes.  The Loan Parties shall

not make, nor permit any of their Subsidiaries to make, any change in accounting

treatment and reporting practices or tax reporting treatment, except as

required by GAAP or law and disclosed to the Lenders and the Agent.




 




7.10         Transactions

with Affiliates.  No Loan Party

shall, nor shall it permit any of its Subsidiaries to, do any of the following:




 




(i)            make

any Investment in an Affiliate of any Loan Party other than as permitted by

Section 7.6(a), (c) or (g);




 




(ii)           transfer,

sell, lease, assign or otherwise dispose of any asset to any Affiliate of any

Loan Party, including any Subsidiary of any Loan Party other than in a

Permitted Merger;




 




(iii)          merge

into or consolidate with or purchase or acquire assets from any Affiliate of

any Loan Party or of any Subsidiary of any Loan Party other than in a Permitted

Merger;




 




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(iv)          repay

any Indebtedness to any Affiliate of any Loan Party except to the extent

specifically permitted by Section 7.4(b)(i) and Indebtedness permitted by

Section 7.2(a)(xiii); or




 




(v)           enter

into any other transaction directly or indirectly with or for the benefit of

any Affiliate of any Loan Party or any of its Subsidiaries (including, without

limitation, employment contracts or contracts involving the payment of

management or consulting fees, guaranties and assumptions of obligations of any

such Affiliate, except for (A) transactions in the ordinary course of

business on a basis no less favorable to such Loan Party or such Subsidiary as

would be obtained in a comparable arm’s length transaction with a Person not an

Affiliate, as determined by the Board of Directors (or equivalent governing

body) of such Loan Party or such Subsidiary acting in good faith,

(B) salaries and other employee compensation and benefits to officers or

directors of any Loan Party or any of its Subsidiaries commensurate with

compensation and benefit levels of companies engaged in a similar business or

in similar circumstances or (C) the execution and delivery of the Related

Documents and the consummation of the transactions contemplated thereby.




 




7.11         Adverse

or Speculative Transactions. 

The Loan Parties shall not, nor shall they permit any of their

Subsidiaries to, (a) enter into or be a party to any transaction or

Contractual Obligation the performance of which in the future has any reasonable

likelihood of resulting in a breach of any representation or covenant contained

herein or in any other Loan Document or give rise to a Default or Event of

Default; or (b) engage in any speculative transaction or in any

transaction involving commodity options or futures contracts, except for

(i) Currency Contracts and Interest Rate Contracts permitted by Section

7.6(e) and (ii) Commodity Hedge Contracts.




 




7.12         Environmental

Matters.  No Loan Party

shall, nor shall it permit any of its Subsidiaries or, to the extent

practicable, any other Person to, dispose of any Hazardous Material by placing

it on or under the ground or in waters of any Facility of a Loan Party or any

of its Subsidiaries, except to the extent that such disposal is permitted pursuant

to Environmental Laws or Environmental Permits and where the result of all such

disposals could not reasonably be expected to subject the Loan Parties and

their Subsidiaries to Environmental Liabilities and Costs of in excess of

$2,500,000 in the aggregate in any Fiscal Year, and it being understood that in

any event no Loan Party or any of its Subsidiaries shall obtain a permit for a

hazardous waste treatment, storage or disposal facility, as defined under 40

C.F.R. Parts 260–270 or any state, local, territorial or

foreign equivalent, without the prior written approval of the Agent.




 




7.13         Additional

Richmond Company, Euramax, French Holdings and Foreign Holding

Company Provisions.  Notwithstanding

anything to the contrary in this Agreement or in any other Loan Document,

(a) Euramax shall not own any assets other than (i) the Intercompany Notes

issued in its favor and (ii) the Stock of U.K. Holdings, the Stock of Newco

U.K. II and 25.8% of the Stock of French Operating Co.; (b) U.K. Holdings shall

not own any assets other than the Stock of U.K. Company; (c) Dutch

Holdings shall not own any assets other than the Stock of Dutch Company, 74.2%

of the Stock of French Operating Co. and any Intercompany Note issued in its

favor; (d) U.K.




 




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Company

shall not own any assets other than the Stock of U.K. Operating Co.;

(e) unless and until the consummation of a Permitted Merger of Dutch

Operating Co. with and into Dutch Company, Dutch Company shall not own any assets

other than the Stock of Dutch Operating Co.; (f) Richmond Company shall

not acquire any assets or incur any further liabilities; (g) Euramax U.S.

shall not own any assets other than (i) all of the Stock of Newco U.K. and

(ii) all of the Stock of U.S. Operating Co.; (h) Newco U.K. shall not

own any assets other than (i) all of the Stock of Euramax and

(ii) all of the Stock of Amerimax U.K.; (i) Newco U.K. II shall not

own any assets other than all of the Stock of Dutch Holdings; and (j) AFC

shall not own any assets except Intercompany Note in AFC’s favor.




 




ARTICLE VIII




 




EVENTS OF DEFAULT AND

CASH COLLATERAL




 




8.1           Events of

Default.  Each of the following

events shall be an Event of Default:




 




(a)           Any Loan Party shall fail to pay any

principal (including, without limitation, mandatory prepayments of principal)

of, or interest on, any Loan, any fee, any other amount due hereunder or under

the other Loan Documents or other of the Obligations when the same becomes due

and payable;




 




(b)           Any representation or warranty made or

deemed made by any Loan Party, any Related Entity or any Affiliate of any Loan

Party in any Loan Document or by any Loan Party or any Affiliate of any Loan

Party (or any of their respective officers) in connection with any Loan Document

shall prove to have been incorrect in any material respect when made or deemed

made;




 




(c)           Any Loan Party shall fail to perform or

observe (i) any term, covenant or agreement contained in Section 3.1 or in

Articles V, VI or VII or in any Collateral Document or any Guaranty (subject to

any lapse of time or notice requirement set forth in such Collateral Document

or Guaranty) or (ii) any other term, covenant or agreement contained in

this Agreement or in any other Loan Document if such failure under this clause

(ii) shall remain unremedied for five days after the earlier of the date on

which (A) a Responsible Officer of any Loan Party becomes aware of such

failure or (B) written notice thereof shall have been given to any Loan

Party by the Agent or any Lender;




 




(d)           (i) Any Loan Party or any of its

Subsidiaries shall fail to pay any principal of or premium or interest on any

Indebtedness of such Loan Party or Subsidiary having a principal amount of

$2,000,000 or more (excluding Indebtedness evidenced by the Notes), when the

same becomes due and payable (whether by scheduled maturity, required

prepayment, acceleration, demand or otherwise); (ii) any other event shall

occur or condition shall exist under any agreement or instrument relating to

any such Indebtedness, if the effect of such event or condition is to

accelerate, or to permit the acceleration of, the maturity of such

Indebtedness; or (iii) any such Indebtedness shall




 




122





























 




become

or be declared to be due and payable, or required to be prepaid (other than by

a regularly scheduled required prepayment not otherwise prohibited pursuant to

this Agreement), or any Loan Party or any of its Subsidiaries shall be required

to repurchase or offer to repurchase such Indebtedness, prior to the stated

maturity thereof;




 




(e)           Any Loan Party or any of its

Subsidiaries (i) shall generally not pay its debts as such debts become

due, (ii) shall admit in writing its inability to pay its debts generally,

(iii) shall make a general assignment for the benefit of creditors, or

(iv) any proceeding shall be instituted by or against any Loan Party or

any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or

seeking liquidation, winding up, reorganization, arrangement, adjustment,

protection, relief or composition of it or its debts under any law relating to

bankruptcy, insolvency or reorganization or relief of debtors, or seeking the

entry of an order for relief or the appointment of a custodian, receiver,

trustee–administrator or other similar official for it or for any

substantial part of its property and, in the case of any such proceedings

instituted against, but not by, any Loan Party or its Subsidiaries (other than,

in relation to administration proceedings, Euramax, U.K. Holdings, U.K.

Operating Co. or any Subsidiary of any such Loan Party organized under the laws

of England and Wales), either such proceedings shall remain undismissed or

unstayed for a period of 30 days or any of the actions sought in such proceedings

shall occur; or (v) any Loan Party or any of its Subsidiaries shall take

any corporate action to authorize any of the actions set forth above in this

subsection (e) (each event referred to in this subsection (e) being a “Bankruptcy

Event”); or (vi) any Loan Party shall cease to be Solvent;




 




(f)            Any judgment or order for the payment

of money in excess of $2,000,000 shall be rendered against any Loan Party or

any of its Subsidiaries and either (i) enforcement proceedings shall have

been commenced by any creditor upon such judgment or order or (ii) there

shall be any period of 10 consecutive days during which a stay of enforcement

of such judgment or order, by reason of a pending appeal or otherwise, shall

not be in effect;




 




(g)           An ERISA Event shall occur which has a

reasonable possibility of a liability, deficiency or waiver request of Euramax

U.S. or any ERISA Affiliate, whether or not assessed, that could reasonably be

likely to have a Material Adverse Effect;




 




(h)           Any Loan Party or any of its Subsidiaries

shall have entered into any consent or settlement decree or agreement or

similar arrangement with a Governmental Authority or any judgment, order,

decree or similar action shall have been entered against any Loan Party or any

of its Subsidiaries, in either case based on or arising from the violation of

or pursuant to any Environmental Law, or the generation, storage,

transportation, treatment, disposal or Release of any Hazardous Material and,

in connection with all the foregoing, any Loan Party or any Subsidiary thereof is likely

to incur Environmental Liabilities and Costs in excess of $2,500,000

individually or the Loan Parties and their Subsidiaries are likely to incur

Environmental Liabilities and Costs in excess of $5,000,000 in the aggregate;




 




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(i)            Any provision of any Collateral

Document or any Guaranty after delivery thereof under Section 3.1 shall for any

reason cease to be valid and binding on any Loan Party thereto, or any Loan Party

shall so state in writing; or any Collateral Document after delivery thereof

pursuant to Section 3.1 shall, for any reason, cease to create a valid Lien on

any of the Collateral purported to be covered thereby, or such Lien shall cease

to be a perfected and first–priority Lien, or any Loan Party shall so

state in writing;




 




(j)            Any Loan Party, CVC U.S., CVC Europe

or any Subsidiary or Affiliate of any thereof shall (i) purchase, redeem,

pay, prepay, defease or otherwise acquire for value, or pay any principal of,

or premium on, or other amount of, any Senior Subordinated Note, or pay any

interest thereunder other than regularly scheduled interest payments thereon

made by Euramax, U.K. Holdings and Dutch Holdings to the extent such interest

payments are not made in contravention of the subordination provisions set

forth in the Senior Subordinated Indenture, (ii) pay any fee to any holder

of any Senior Subordinated Note for any waiver or amendment or for any other

reason with respect to the Senior Subordinated Notes or the Senior Subordinated

Indenture, (iii) make any payment of principal of or premium or interest

on any Intercompany Note other than regularly scheduled interest payments made

on the Intercompany Notes or (iv) make any deposit in respect of any of

the foregoing or give notice to any Person thereunder or under any Senior

Subordinated Debt Document of its intention to effect any of the foregoing

unless such notice is revoked before the same shall become irrevocable pursuant

to the terms of such Senior Subordinated Debt Document;




 




(k)           There shall occur any default or event

which but for the requirement that notice be given or time elapse or both would

be a default under any Senior Subordinated Debt Document, any Currency Contract

or any Commodity Hedge Contract;




 




(l)            (i) Euramax

shall fail to own of record and beneficially (A) all of the outstanding Stock

and Stock Equivalents of U.K. Holdings or Newco U.K. II except, in each

case, Stock and Stock Equivalents owned in the name of the U.K. Trustee or its

nominee and Qualifying Shares or (B) 25.8% of the Stock and Stock Equivalents

of French Operating Co. other than Qualifying Shares; (ii) U.K. Holdings

shall fail to own of record and beneficially all of the outstanding Stock and

Stock Equivalents of U.K. Company, except, in each case, Stock and Stock

Equivalents owned in the name of the U.K. Trustee or its nominee and Qualifying

Shares; (iii) U.K. Company shall fail to own of record and beneficially

all of the outstanding Stock and Stock Equivalents of U.K. Operating Co.,

except, in each case, other than Stock and Stock Equivalents owned in the name

of the U.K. Trustee or its nominee and Qualifying Shares; (iv) Dutch

Holdings shall fail to own of record and beneficially all of the outstanding

Stock and Stock Equivalents of Dutch Company except Stock and Stock Equivalents

owned in the name of the U.K. Trustee or its nominee and Qualifying Shares

(including after a Permitted Merger of Dutch Operating Co. with and into Dutch

Company); (v) Dutch Company shall fail to own of record and beneficially

(A) all of the outstanding Stock and Stock Equivalents of Dutch Operating

Co. or (B) after a Permitted Merger of Dutch Operating Co. with and into

Dutch Company (but prior to a Permitted Merger of Coated Products




 




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B.V.),

all outstanding Stock and Stock Equivalents of Coated Products B.V., in each

case other than Qualifying Shares; (vi) Dutch Holdings shall fail to own

of record and beneficially 74.2% of the outstanding Stock and Stock Equivalents

of French Operating Co. other than Qualifying Shares; (vii) Euramax U.S.

shall fail to own of record and beneficially all of the outstanding Stock and

Stock Equivalents of U.S. Operating Co. and Newco U.K., except Stock and Stock

Equivalents owned in the name of the U.K. Trustee or its nominee and Qualifying

Shares; (viii) Newco U.K. shall fail to own all of the outstanding Stock

and Stock Equivalents of Euramax and Amerimax U.K.; and (ix) Newco U.K. II

shall fail to own all of the outstanding Stock and Stock Equivalents of Dutch

Holdings, other than Qualifying Shares, in each case referred to in subclauses

(i) through (ix) of this subsection (l), free and clear of all Liens except the

Lien in favor of the Agent or the U.K. Trustee (or its nominee) for the ratable

benefit of the Lenders;




 




(m)          There shall occur any Change of Control;

or




 




(n)           Any Governmental Authority or any

Person acting or purporting to act under or on behalf of any Governmental

Authority shall have taken any action to condemn, seize, appropriate,

compulsorily acquire, expropriate, nationalize, or assume custody or control

of, all or any substantial part of the Stock or Stock Equivalents of, or any

property or assets owned by, any Loan Party.




 




8.2           Remedies.  If there shall occur and be continuing any

Event of Default, the Agent (i) shall at the request, or may with the

consent, of the Majority Lenders by notice to the Borrowers, declare the

obligation of each Lender to make Loans and the Issuer to issue Letters of

Credit to be terminated, whereupon the same shall forthwith terminate and

(ii) shall at the request, or may with the consent, of the Majority

Lenders by notice to the Borrowers, declare the Loans, all interest thereon and

all other amounts and other Obligations payable under this Agreement to be

forthwith due and payable, whereupon the Notes, all such interest and all such

amounts and Obligations shall become and be forthwith due and payable, without

presentment, demand, protest or further notice of any kind, all of which are

hereby expressly waived by each Loan Party; provided, however,

that upon the occurrence of the Event of Default specified in subparagraph (e)

or (j) above, (A) the obligation of each Lender to make Loans and the

Issuer to issue Letters of Credit shall automatically be terminated and

(B) the Loans, all such interest and all such amounts and other

Obligations shall automatically become and be due and payable, without

presentment, demand, protest or any notice of any kind, all of which are hereby

expressly waived by each Loan Party.  In

addition to the remedies set forth above, the Agent may exercise any remedies

provided for by the Collateral Documents in accordance with the terms thereof

or any other remedies provided by applicable law.




 




8.3           Implementation

of Reallocation.  On the first

date on which any Bankruptcy Event shall occur in respect of any Loan Party,

(i) the Revolving Credit Commitments and the obligation of the Issuer to

issue Letters of Credit shall automatically and without further act be

terminated as provided in Section 8.2 and (ii) the Lenders shall

automatically and without further act be deemed to have purchased

participations in the Loans such that as a result of such deemed purchases,

such Lender shall hold an interest in every one of the Loans (including the

principal, interest and fee




 




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obligations

of each Borrower in respect of each such Loan), whether or not such Lender

shall previously have participated therein, equal to such Lender’s Reallocation

Percentage thereof.  Each Lender, each

Person acquiring a participation from any Lender as contemplated by Section

10.7 and each Borrower and each other Loan Party hereby consents and agrees to

the Reallocation Exchange.




 




8.4           Actions in Respect of Letters of

Credit.  (a)    On the Revolving Credit Termination Date,

each Borrower shall pay to the Agent in immediately available funds at the

Agent’s Payment Office, for deposit in a special non–interest–bearing

cash collateral account (the “L/C Cash Collateral Account”) to be

maintained with and in the name of the Agent on behalf of the Secured Parties

at such place as shall be designated by the Agent, an amount equal to all

outstanding Letter of Credit Obligations of such Borrower.




 




(b)           Each Borrower hereby pledges, and

grants to the Agent a Lien on all of its right, title and interest in and to

all funds held in the L/C Cash Collateral Account from time to time, and all

proceeds thereof, as security for the payment of all amounts due and to become

due to the Lenders and Issuers under the Loan Documents.




 




(c)           The Agent may, from time to time after

the occurrence and during the continuance of any Event of Default, and may at

any time after funds are deposited in the L/C Cash Collateral Account pursuant

to Section 2.7, apply funds then held in the L/C Cash Collateral Account to the

payment of any amounts, in such order as the Agent may elect, as shall have

become or shall become due and payable to the Issuers or Lenders in respect of

the Letter of Credit Obligations.




 




(d)           No Borrower or any Person claiming on

behalf of or through any Borrower shall have any right to withdraw any of the

funds held in the L/C Cash Collateral Account.




 




(e)           Each Borrower agrees that it will not

(i) sell or otherwise dispose of any interest in the L/C Cash Collateral

Account or any funds held therein or (ii) create or permit to exist any

Lien upon or with respect to the L/C Cash Collateral Account or any funds held therein,

except as provided in or contemplated by this Agreement or the Collateral

Documents.




 




(f)            The Agent may also exercise, in its

sole discretion, in respect of the L/C Cash Collateral Account, in addition to

the other rights and remedies provided for herein or otherwise available to it,

all the rights and remedies of a secured party upon default under the Uniform

Commercial Code in effect in the State of New York at that time, and the Agent

may, without notice except as specified below, sell the L/C Cash Collateral

Account or any part thereof in one or more sales, at public or private sale, at

any of the Agent’s offices or elsewhere, for cash, or credit or for future

delivery, and upon such other terms as the Agent may deem commercially

reasonable.  Each Borrower agrees that,

to the extent notice of sale shall be required by law, at least ten days’

notice to such Borrower of the time and place of any public sale or the time

after which any private sale is to be made shall constitute reasonable

notification.  The Agent shall not be




 




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obligated

to make any sale of the L/C Cash Collateral Account, regardless of notice of

sale having been given.  The Agent may

adjourn any public or private sale from time to time by announcement at the

time and place fixed therefor, and such sale may, without further notice, be

made at the time and place to which it was so adjourned.




 




(g)           Any cash held in the L/C Cash

Collateral Account, and all cash proceeds received by the Agent in respect of

any sale of, collection from or other realization upon all or any part of the

L/C Cash Collateral Account, may, in the discretion of the Agent, then or at

any time thereafter be applied (after all payments provided for in Section

8.4(c), the expiration of all outstanding Letters of Credit and the payment of

any amounts payable pursuant to Section 10.4) in whole or in part by the Agent

against all or any part of the other Obligations in such order as the Agent

shall elect, provided that cash deposited by Dutch Operating Co. or U.K.

Operating Co. shall only be applied to their respective Guarantied Obligations

or to the Dutch Operating Co. Obligations or U.K. Operating Co. Obligations,

respectively.  Any surplus of such cash

or cash proceeds held by the Agent and remaining after the indefeasible cash

payment in full of all of the Obligations shall be paid over to the applicable

Borrower or to whomsoever may be lawfully entitled to receive such surplus.




 




8.5           Application

of Payments.  After the occurrence

and during the continuance of an Event of Default, the Loan Parties hereby

irrevocably waive the right to direct the application of any and all payments

in respect of the Obligations and any proceeds of Collateral, and agrees that

the Agent may, and shall upon either (A) the written direction of the Majority

Lenders or (B) the acceleration of the Obligations pursuant to

Section 8.2, apply all payments in respect of any Obligations and all

other proceeds of Collateral in the following order:




 




(a)           first, to pay interest on and then

principal of any portion of the Revolving Credit Loans which the Agent may have

advanced on behalf of any Lender for which the Agent has not then been

reimbursed by such Lender or the Borrowers;




 




(b)           second, to pay interest on and then

principal of any Swing Loan;




 




(c)           third, to pay Obligations in respect of

any expense reimbursements or indemnities then due the Agent or the Collateral

Agent;




 




(d)           fourth, to pay Obligations in respect of

any expense reimbursements or indemnities then due to the Lenders and the

Issuer;




 




(e)           fifth, to pay Obligations in respect of

any fees then due to the Agent, the Collateral Agent, the Lenders and the

Issuers;




 




(f)            sixth, to pay interest then due and

payable in respect of the Loans and Reimbursement Obligations;




 




(g)           seventh, to pay or prepay principal

payments on the Loans and Reimbursement Obligations and to provide cash

collateral for outstanding Letter of Credit Undrawn Amounts in the manner

described in Section 8.4, ratably to the aggregate




 




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principal

amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn

Amounts and Obligations owing with respect to Currency Contracts and Commodity

Hedge Contracts; and




 




(h)           eighth, to the ratable payment of all other Obligations;




 




provided, however,

that if sufficient funds are not available to fund all payments to be made in

respect of any of the Obligations described in any of the foregoing clauses first

through eighth,

the available funds being applied with respect to any such Obligation (unless

otherwise specified in such clause) shall be allocated to the payment of such

Obligations ratably, based on the proportion of the Agent’s, the Collateral

Agent’s, the Issuer’s and each Lender’s interest in the aggregate outstanding

Obligations described in such clauses. 

The order of priority set forth in clauses first through eighth of

this Section 8.5  may at any time and from time to time be changed by the

agreement of the Majority Lenders without necessity of notice to or consent of

or approval by any Loan Party that is not a Lender or the Issuer, or any other

Person.  The order of priority set forth

in clauses first

through fifth of this Section 8.5  may

be changed only with the prior written consent of the Agent and the Collateral

Agent in addition to the Majority Lenders.




 




ARTICLE IX




 




THE AGENT AND THE

COLLATERAL AGENT




 




9.1           Authorization

and Action.  (a)    Each Lender and the Issuer hereby appoints

and authorizes the Agent and the Collateral Agent to take such action as agent

on its behalf and to exercise such powers under this Agreement and the other

Loan Documents as are delegated to the Agent or the Collateral Agent, as the

case may be, by the terms hereof and thereof, together with such powers as are

reasonably incidental thereto.  Without

limitation of the foregoing, each Lender and the Issuer hereby authorizes the

Agent (i) to execute and deliver, and to perform its obligations under,

each of the Loan Documents to which the Agent is or is to be a party and

(ii) to exercise all rights, powers and remedies that the Agent may have

under such Loan Documents.




 




(b)           As to any matters not expressly

provided for by this Agreement and the other Loan Documents (including, without

limitation, enforcement or collection of the Notes), neither the Agent nor the

Collateral Agent shall be required to exercise any discretion or take any

action, but shall be required to act or to refrain from acting (and shall be

fully protected in so acting or refraining from acting) upon the instructions

of the Majority Lenders, and such instructions shall be binding upon all

Lenders, the Issuer, the Agent, the Collateral Agent and all holders of Notes; provided,

however, that neither the Agent nor the Collateral Agent shall be

required to take any action which the Agent or the Collateral Agent, as the

case may be, in good faith believes exposes it to personal liability or is

contrary to this Agreement or applicable law. 

Each of the Agent and the Collateral Agent agrees to give to each Lender

and the Issuer prompt notice of each notice given to it by any Loan Party

pursuant to the terms of this Agreement or the other Loan Documents.




 




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9.2           Agent’s and Collateral Agent’s

Reliance, Etc.  None

of the Agent, the Collateral Agent or any of their respective Affiliates or any

of the respective directors, officers, agents or employees of the Agent, the

Collateral Agent or any such Affiliate shall be liable for any action taken or

omitted to be taken by it, him, her or them under or in connection with this

Agreement or the other Loan Documents, except for its, his, her or their own

gross negligence or willful misconduct. 

Without limitation of the generality of the foregoing, (a) the

Agent and the Collateral Agent (i) may treat the payee of any Note as the

holder thereof until such note has been assigned in accordance with Section

10.7, (ii) may rely on the Register to the extent set forth in Section

10.7(c) and (iii) may consult with legal counsel (including, without

limitation, counsel to any Loan Party), independent public accountants and

other experts selected by it and shall not be liable for any action taken or

omitted to be taken in good faith by it in accordance with the advice of such

counsel, accountants or experts; and (b) neither the Agent nor the

Collateral Agent (i) makes any warranty or representation to any Lender

and shall not be responsible to any Lender or the Issuer for any statements,

warranties or representations made in or in connection with this Agreement or

any of the other Loan Documents, (ii) shall have any duty to ascertain or

to inquire as to the performance or observance of any of the terms, covenants

or conditions of this Agreement or any of the other Loan Documents on the part

of any Loan Party or to inspect the property (including, without limitation,

the books and records) of any Loan Party, (iii) shall not be responsible

to any Lender or the Issuer for the due execution, legality, validity,

enforceability, genuineness, sufficiency or value of this Agreement or any of

the other Loan Documents or any other instrument or document furnished pursuant

hereto or thereto and (iv) shall not incur any liability under or in

respect of this Agreement or any of the other Loan Documents by acting upon any

notice, consent, certificate or other instrument or writing (which may be by

telegram, cable, telex or facsimile transmission) believed by it to be genuine

and signed or sent by the proper party or parties.




 




9.3           The Agent,

the Collateral Agent and their Respective Affiliates.  With respect to its Revolving Credit

Commitment, the Loans made by it, each Note issued to it and its other

agreements hereunder, BNP Paribas and Wachovia Bank, N.A. shall have the same

rights and powers under this Agreement as any other Lender and may exercise the

same as though it were not the Agent or the Collateral Agent, as the case may

be; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated,

include each of BNP Paribas and Wachovia Bank N.A. in its individual

capacity.  BNP Paribas, Wachovia Bank,

N.A. and any of their respective Affiliates may accept deposits from, lend

money to, act as trustee under indentures of, and generally engage in any kind

of business with, any Loan Party or any of its Subsidiaries and any Person who

may do business with or own securities of any Loan Party or any of its

Subsidiaries, all as if BNP Paribas was not the Agent and Wachovia Bank, N.A.

was not the Collateral Agent, and without any duty to account therefor to the

Lenders.




 




9.4           Lender Credit Decision.  Each Lender and the Issuer acknowledges that

it has, independently and without reliance upon the Agent, the Collateral

Agent, any other Lender or the Issuer, and based on the financial statements

referred to in Article IV and such other documents and information as it has

deemed appropriate, made its own credit analysis and decision to enter into

this Agreement.  Each Lender and the

Issuer also




 




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acknowledges

that it will, independently and without reliance upon the Agent, the Collateral

Agent, any Lender or the Issuer and based on such documents and information as

it shall deem appropriate at the time, continue to make its own credit

decisions in taking or not taking action under this Agreement and other Loan

Documents.




 




9.5           Indemnification.  The Lenders and the Issuer agree to

indemnify each Indemnitee (to the extent not reimbursed by the Borrowers or other

Loan Parties), ratably according to the respective amounts of the aggregate of

their outstanding Loans and unused Revolving Credit Commitments, from and

against any and all liabilities, obligations, losses, damages, penalties,

actions, judgments, suits, costs, expenses and disbursements (including,

without limitation, fees and disbursements of legal counsel) of any kind or

nature whatsoever which may be imposed on, incurred by, or asserted against,

such Indemnitee in any way relating to or arising out of this Agreement or the

other Loan Documents or any action taken or omitted by such Indemnitee under

this Agreement or the other Loan Documents; provided, however,

that neither the Issuer nor any Lender shall be liable for any portion of such

liabilities, obligations, losses, damages, penalties, actions, judgments,

suits, costs, expenses or disbursements resulting from such Indemnitee’s gross

negligence or willful misconduct. 

Without limitation of the foregoing, each Lender and the Issuer agrees

to reimburse each Indemnitee promptly upon demand for its ratable share of any

out–of–pocket expenses (including, without limitation, fees and

disbursements of legal counsel) incurred by such Indemnitee in connection with

the preparation, execution, delivery, administration, modification, amendment

or enforcement (whether through negotiations, legal proceedings or otherwise)

of, or legal advice in respect of its rights or responsibilities under, this

Agreement or the other Loan Documents, to the extent that such Indemnitee is

not reimbursed for such expenses by any Loan Party.




 




9.6           Successor Agent or Collateral Agent.  Either the Agent or the Collateral agent may

resign at any time by giving written notice thereof to the Lenders and Euramax

U.S.  Upon any such resignation by the

Agent or the Collateral Agent, the Majority Lenders shall have the right to

appoint a successor Agent or Collateral Agent, as the case may be, subject to

Euramax U.S.’s approval of such successor, which approval shall not be

unreasonably withheld.  If no successor

Agent or Collateral Agent, as the case may be, shall have been so appointed by

the Majority Lenders, and shall have accepted such appointment, within 30 days

after the retiring Agent’s or Collateral Agent’s, as the case may be, giving of

notice of resignation, then the retiring Agent or Collateral Agent, as the case

may be, may, on behalf of the Lenders and the Issuer, appoint a successor Agent

or Collateral Agent, as the case may be, which shall be a commercial bank

organized under the laws of the United States of America or of any State

thereof and having a combined capital and surplus of at least $50,000,000, and

which successor shall be subject to Euramax U.S.’s approval, which approval

shall not be unreasonably withheld. 

Upon the acceptance of any appointment as Agent or Collateral Agent

hereunder by a successor Agent or Collateral Agent, such successor Agent or

Collateral Agent, as the case may be, shall thereupon succeed to and become

vested with all the rights, powers, privileges and duties of the retiring Agent

or Collateral Agent, as the case may be, and the retiring Agent or Collateral

Agent, as the case may be, shall be discharged from its duties and obligations

under this Agreement and the other Loan Documents.  After any retiring




 




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Agent’s

or Collateral Agent’s resignation hereunder as Agent or Collateral Agent, as

the case may be, the provisions of this Article IX shall inure to its benefit

as to any actions taken or omitted to be taken by it while it was Agent or

Collateral Agent, as the case may be, under this Agreement and the other Loan

Documents.




 




9.7           U.K.

Documents.  The provisions of this Article IX

shall apply, mutatis  mutandis, to the appointment of the U.K. Trustee

in respect of the U.K. Collateral Documents and the U.K. Guaranties as if

references to the “Agent” were to the U.K. Trustee.  Each of the parties to this Agreement agrees to the appointment

of the U.K. Trustee in accordance with the U.K. Trust Deed, the U.K. Collateral

Documents and the U.K. Guaranties and to the terms and conditions of all such

Loan Documents.




 




9.8           Concerning the Collateral and the

Collateral Documents.  Each of the Lenders and Issuers

hereby directs, in accordance with the terms hereof, the Agent to release (or,

in the case of clause (b) below, release or subordinate) any Lien held by the

Agent for the benefit of the Lenders and the Issuers:




 




(a)           against all of the Collateral, upon

termination of the Revolving Credit Commitments and payment and satisfaction in

full of all Loans, Letter of Credit Obligations and all other Obligations which

have matured and which the Agent has been notified in writing are then due and

payable (and, in respect of contingent Letter of Credit Obligations, with

respect to which cash collateral has been deposited or a back–up letter

of credit has been issued, in either case on terms satisfactory to the Agent

and the applicable Issuers);




 




(b)           against any assets that are subject

to a Lien, to the extent permitted by Section 7.1(i) or (j); and




 




(c)           against any part of the Collateral

sold or disposed of by a Loan Party if such sale or disposition is permitted by

this Agreement (or permitted pursuant to a waiver or consent of a transaction

otherwise prohibited by this Agreement).




 




Each

of the Lenders and the Issuers hereby directs the Agent to execute and deliver

or file such termination and partial release statements and do such other

things as are necessary to release Liens to be released pursuant to this Section

9.8 promptly upon the effectiveness of any such release.




 




ARTICLE X




 




MISCELLANEOUS




 




10.1         Amendments,

Etc.  No

amendment or waiver of any provision of this Agreement nor consent to any

departure by any Loan Party therefrom shall in any event be effective unless

the same shall be in writing and signed by the Majority Lenders and the Agent,

and then any such waiver or consent shall be effective only in the specific

instance and for the specific purpose for which given; provided, however,

that no amendment, waiver or consent shall, unless in writing and signed by all

the Lenders, do




 




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any

of the following:  (i) waive any of

the conditions specified in Article III except as otherwise provided therein;

(ii) increase the Revolving Credit Commitments of the Lenders or subject

the Lenders to any additional obligations; (iii) reduce the principal of,

or interest on, the Loans or any fees or other amounts payable hereunder or the

Letter of Credit Obligations; (iv) postpone any final maturity date fixed

for any payment of principal of, or interest on, the Loans or any fees or the

Letter of Credit Obligations or other amounts payable hereunder;

(v) change the percentage of the Revolving Credit Commitments, the aggregate

unpaid principal amount of the Loans or the aggregate amount of the Letter of

Credit Obligations, or the number of Lenders which shall be required for the

Lenders or any of them to take any action hereunder; (vi) release or

subordinate any Collateral or release any Loan Party except as shall otherwise

be provided in Section 7.5 or in the Collateral Documents; or (vii) amend

this Section 10.1; and provided, further, that no amendment,

waiver or consent shall (x) unless in writing and signed by the Agent in

addition to the Lenders required above to take such action, affect the rights

or duties of the Agent under this Agreement or the other Loan Documents;

(y) unless in writing and signed by the Swing Loan Lender in addition to

the Lenders required above to take such action, affect the rights or

obligations of the Swing Loan Lender under this Agreement or any other Loan

Document; and (z) unless in writing and signed by the Issuer in addition

to the Lenders required above to take such action, affect the rights or

obligations of the Issuer under this Agreement or any other Loan Document.




 




10.2         Notices,

Etc.  (a)    All notices and other communications provided for hereunder

shall be in writing (including, without limitation, telex or telecopy

communication) and mailed, telecopied, or delivered by hand, by Federal Express

or by other nationally recognized courier,




 




(i)            if

to any Loan Party, at its address specified in Schedule III or such other

address as shall be designated by such Loan Party in a written notice to each

other party;




 




(ii)           if

to any Lender, at its Domestic Lending Office specified opposite its name on

Schedule II or such other address as shall be designated by such Lender in a

written notice to the Agent, the Issuer and each Loan Party;




 




(iii)          if

to the Issuer, at its address specified opposite its name or Schedule II or at

such other address as shall be designated by Issuer in a written notice to the

Loan Parties and the Agent; and




 




(iv)          if

to the Agent, at its address at The Equitable Tower, 787 Seventh Avenue, New

York, New York 10019, (A) in the case of any Notice of Borrowing, Notice

of Continuation or Conversion or IP Notice, to the attention of (1) Sophia

Crown (telecopy number:  212–471–6697)

(telephone number:  212–471–6648)

and (2) Tecla Hurley (telecopy number: 

212–471–6697) (telephone number:  212–471–6651); (B) in the case of all reports,

certificates and other documents required to be furnished to the Agent pursuant

to Section 6.11, (x) to the attention of Maureen Keating (telecopy number:  212–841–2253) (telephone

number:  212–841–2286) in a

sufficient




 




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number

of originals of each thereof for the Lenders and the Issuer and (y) one

original copy of each thereof to the attention of Richard Cushing (telecopy

number:  212–841–3065)

(telephone number:  212–841–3094);

and (C) in all other cases, Richard Cushing (telecopy number:  212–841–3065) (telephone

number:  212–841–3094); or,

as to any case referred to in this clause (iv) at such other address as shall

be designated by the Agent in a written notice to the other parties.




 




(b)           All such notices and communications

shall, when mailed, telecopied, or delivered, be effective when deposited in

the mails, telecopied with confirmation of receipt, or delivered by hand, by

Federal Express or by such other courier, to the addressee or its agent,

respectively, except that notices and communications to the Agent pursuant to

Article II or IX shall not be effective until received by the Agent.




 




10.3         No Waiver;

Remedies.  No failure on the

part of any Lender or the Agent to exercise, and no delay in exercising, any

right hereunder or under any Note shall operate as a waiver thereof; nor shall

any single or partial exercise of any such right preclude any other or further

exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of

any remedies provided by law.




 




10.4         Costs;

Expenses; Indemnities.  (a)    The Loan Parties jointly and severally

agree to pay on demand (i) all reasonable costs and expenses of the Agent

in connection with the preparation, execution, delivery, administration,

modification and amendment of this Agreement, each of the other Loan Documents

and each of the other documents to be delivered hereunder and thereunder,

including, without limitation, the reasonable fees and out–of–pocket

expenses of counsel, accountants, appraisers, consultants or industry experts

retained by the Agent, or the Collateral Agent (if any), with respect thereto

and with respect to advising it as to its rights and responsibilities under

this Agreement and the other Loan Documents; (ii) all reasonable costs and

expenses of the Agent, the Collateral Agent, the Issuer and each Lender

(including, without limitation, the reasonable fees and out–of–pocket

expenses of counsel, accountants, appraisers, investment bankers and advisors,

consultants or industry experts retained by the Agent, the Collateral Agent the

Issuer or any Lender) in connection with the restructuring or enforcement

(whether through negotiation, legal proceedings or otherwise) of this Agreement

and the other Loan Documents and (iii) all reasonable fees and expenses

incurred by the Collateral Agent, without duplication, in connection with the

audits, reports, investigations and other matters created or performed pursuant

to this Agreement, including pursuant to Sections 6.12(k), 6.16, 6.19 and 6.22.




 




(b)           The Loan Parties jointly and severally

agree to indemnify and hold harmless each Indemnitee from and against any and

all claims, damages, liabilities, obligations, losses, penalties, actions,

judgments, suits, costs, disbursements and expenses of any kind or nature

(including, without limitation, fees and disbursements of counsel to any such

Indemnitee and experts, engineers and consultants and the costs of

investigation and feasibility studies) which may be imposed on, incurred by or

asserted against any such Indemnitee in connection with or arising out of any

investigation, litigation,




 




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violation

or proceeding, whether or not any such Indemnitee is a party thereto, whether

direct, indirect, or consequential and whether based on any federal, state or

local law or other statutory regulation, securities or commercial law or

regulation, or under common law or in equity, or on contract, tort or

otherwise, in any manner relating to or arising out of or based upon or

attributable to this Agreement, any other Loan Document, any Related Document, any

document delivered hereunder or thereunder, any Obligation, any Guarantied

Obligation, or any act, event or transaction related or attendant to any

thereof, including, without limitation, (i) arising from any

misrepresentation or breach of warranty under Section 4.19 or any Environmental

Claim or any Environmental Lien or any Remedial Action or otherwise under any

Environmental Law currently or hereafter in effect arising out of or based upon

anything relating to real property owned, leased or operated by any Loan Party

or any of its Subsidiaries or any of their facilities or operations

(collectively, the “Indemnified Matters”); or (ii) suits or claims

of Intellectual Property (as defined in the Collateral Documents) infringement

arising out of or in connection with this Agreement, the other Loan Documents

or the transactions contemplated hereby and thereby or any action or omission

by the Agent that is permitted under any of the Loan Documents; provided,

however, that none of the Loan Parties shall have any obligation under

this Section 10.4(b) to an Indemnitee with respect to any Indemnified Matter

caused by or resulting from the gross negligence or willful misconduct of that

Indemnitee, as determined by a court of competent jurisdiction in a final non–appealable

judgment or order.




 




(c)           If any Lender receives any payment of

principal of, or is subject to a conversion of, any Eurocurrency Rate Loan

other than on the last day of an Interest Period relating to such Loan, as a

result of any payment or conversion made by any Borrower or acceleration of the

maturity of the Notes pursuant to Section 8.2 or for any other reason, then, in

any such event, such Borrower shall, upon demand by such Lender (with a copy of

such demand to the Agent), pay to the Agent for the account of such Lender all

amounts required to compensate such Lender for any additional losses, costs or

expenses which it may reasonably incur as a result of such payment or

conversion, including, without limitation, any loss (including, without limitation,

loss of anticipated profits), cost or expense incurred by reason of the

liquidation or reemployment of deposits or other funds acquired by such Lender

to fund or maintain such Loan.




 




(d)           The Loan Parties shall jointly and

severally indemnify the Agent, the Issuer and the Lenders for, and hold the

Agent, the Issuer and the Lenders harmless from and against, any and all claims

for brokerage commissions, fees and other compensation made against the Agent,

the Issuer and the Lenders for any broker, finder or consultant with respect to

any agreement, arrangement or understanding made by or on behalf of any Loan

Party or any of its Subsidiaries in connection with the transactions

contemplated by this Agreement and the other Loan Documents.




 




(e)           The Agent, the Issuer and each Lender

agree that in the event that any such investigation, litigation, violation or

proceeding set forth in paragraph (b) above is asserted or threatened in

writing or instituted against it or any other Indemnitee, or any Remedial

Action, is requested of it or any of its officers, directors, agents and

employees,




 




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for

which any Indemnitee may desire indemnity or defense hereunder, such Indemnitee

shall promptly notify the Borrowers in writing.




 




(f)            The Loan Parties, at the request of

any Indemnitee, shall have the obligation to defend against such investigation,

litigation or proceeding or requested Remedial Action, and the Loan Parties, in

any event, may participate in the defense thereof with legal counsel of their

choice.  In the event that such

Indemnitee requests the Loan Parties to defend against such investigation,

litigation or proceeding or requested Remedial Action, the Loan Parties shall

promptly do so and such Indemnitee shall have the right to have legal counsel

of its choice participate in such defense. 

No action taken by legal counsel chosen by such Indemnitee in defending

against any such investigation, litigation or proceeding or requested Remedial

Action, shall vitiate or in any way impair any Borrower’s obligation and duty

hereunder to indemnify and hold harmless such Indemnitee.




 




(g)           Each Loan Party agrees that any

indemnification or other protection provided to any Indemnitee pursuant to this

Agreement (including, without limitation, pursuant to this Section 10.4) or any

other Loan Document shall (i) survive payment of the Obligations and the

termination of the Revolving Credit Commitments and (ii) inure to the

benefit of any Person who was at any time an Indemnitee under this Agreement or

any other Loan Document.




 




10.5         Right of Set–off.  Upon the occurrence and during the

continuance of any Event of Default, each Lender, the Issuer and the Agent is

hereby authorized at any time and from time to time, to the fullest extent

permitted by law, to set off and apply any and all deposits (general or

special, time or demand, provisional or final) at any time held and other

indebtedness at any time owing by such Lender, the Issuer or the Agent to or

for the credit or the account of any (a) Domestic Loan Party against any

and all of the Guarantied Obligations thereof and against any and all of the

Obligations, (b) in the case of Dutch Company, against any and all of the

Guarantied Obligations thereof and against any and all of the Company

Obligations, (c) in the case of U.K. Holdings, U.K. Company and Dutch

Holdings, against any and all of the Guarantied Obligations thereof,

(d) in the case of Dutch Operating Co., against any and all of the Dutch

Operating Co. Obligations and its Guarantied Obligations, (e) in the case

of U.K. Operating Co., against any and all of the U.K. Operating Co.

Obligations and its Guarantied Obligations and (f) in the case of any

Subsidiary of Dutch Operating Co. or U.K. Operating Co., against any and all of

such Subsidiary’s Guarantied Obligations, in each case whether now or hereafter

existing whether or not such Lender, the Issuer or the Agent shall have made

any demand under this Agreement or any Note or any other Loan Document and

although any or all of such Obligations, Guarantied Obligations, Company

Obligations, U.K. Operating Co. Obligations or Dutch Operating Co. Obligations

may be unmatured.  Each Lender, the

Issuer and the Agent agrees that, after any such set–off and application

made by such Lender, the Issuer or the Agent against any Loan Party, such

Lender, the Issuer or the Agent, as the case may be, shall promptly notify such

Loan party; provided, however, that the failure to give such

notice shall not affect the validity of such set–off and

application.  The rights of each Lender,

the Issuer and the Agent under this Section are in




 




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addition

to the other rights and remedies (including, without limitation, other rights

of set–off) which such Lender, the Issuer and the Agent may have.




 




10.6         Binding Effect.  This Agreement shall become effective on the

Effective Date and thereafter this Agreement shall be binding upon and inure to

the benefit of the Loan Parties, the Agent, the Issuer and each Lender and

their respective successors and assigns, except that the Loan Parties shall not

have the right to assign their respective rights hereunder or any interest

herein without the prior written consent of the Lenders.  On the Effective Date, the Existing Credit

Agreement shall be amended and restated in its entirety by this Agreement and

the Existing Credit Agreement shall thereafter be of no further force and

effect except as to evidence the incurrence by the Loan Parties of the Obligations

thereunder, as to evidence the representations and warranties made by the Loan

Parties prior to the Effective Date and as to evidence any failure to comply

with the covenants contained in such Existing Credit Agreement occurring prior

to the Effective Date.  The terms and

conditions of this Agreement and the Agent’s, the Lenders’ and the Issuer’s

rights and remedies under this Agreement and the other Loan Documents, shall

apply to all of the Obligations incurred under the Existing Credit

Agreement.  It is expressly understood

and agreed by the parties hereto that this Agreement is not intended to

constitute a novation of the obligations and liabilities existing under the

Existing Credit Agreement or evidence payment of all or any of such obligations

and liabilities.  Each Loan Party party

to the Existing Credit Agreement reaffirms the Liens granted to the Agent for

the benefit of the Lenders and the Issuers pursuant to each of the Loan

Documents executed by such Loan Party, which Liens shall continue in full force

and effect during the term of this Agreement and any renewals thereof and shall

continue to secure the Obligations identified in such Loan Documents.  All references to the Existing Credit

Agreement (or to any amendment or any amendment and restatement thereof) in the

Loan Documents shall be deemed to refer to this Agreement.  Upon the effectiveness hereof as provided

above, each Existing Lender that is a party hereto shall return to the

Borrowers the Existing Notes of such Lender each marked “cancelled.”




 




10.7         Assignments

and Participations.  (a)    Each Lender and the Issuer may sell,

transfer, negotiate or assign to one or more other Lenders or Eligible

Assignees all or a portion of its Revolving Credit Commitments, its commitment

to issue Letter of Credit, the Loans and the Letter of Credit Obligations owing

to it and the Notes held by it and a commensurate portion of its rights and

obligations hereunder and under the other Loan Documents; provided, however,

that (i) each assignee hereunder shall be an Eligible Assignee,

(ii) after the occurrence of a Bankruptcy Event, each such assignment

shall be of a single, and not a varying, percentage of all the assigning

Lender’s rights and obligations under this Agreement and (iii) after giving

effect to such assignment, the aggregate Revolving Credit Commitments,

outstanding Loans and outstanding Letter of Credit Obligations of the assignor

Lender shall, unless all of the assignor Lender’s Revolving Credit Commitments,

outstanding Loans and outstanding Letter of Credit Obligations are assigned, be

no less than $5,000,000, and the aggregate Revolving Credit Commitments,

outstanding Loans and outstanding Letter of Credit Obligations of the assignee

Lender shall, unless all of the assignor Lender’s Revolving Credit Commitments,

outstanding Loans and outstanding Letter of Credit Obligations are assigned to

such assignee, be no less than $5,000,000. 

The parties to each assignment




 




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shall

execute and deliver to the Agent, for its acceptance and recording, an

Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and

Indemnity with respect to such Notes satisfactory to the Agent) subject to such

assignment and a payment to the Agent by such parties, for the account of the

Agent, of an assignment fee of $1,000 in the case of any such assignment to an

existing Lender and $5,000 in the case of any other assignment.  Upon such execution, delivery, acceptance

and recording, from and after the effective date specified in such Assignment

and Acceptance, (A) the assignee thereunder shall become a party hereto

and, to the extent that rights and obligations under the Loan Documents have

been assigned to such assignee pursuant to such Assignment and Acceptance, have

the rights and obligations of a Lender and/or Issuer hereunder and thereunder

and (B) the assignor thereunder shall, to the extent that rights and

obligations under this Agreement have been assigned by it pursuant to such

Assignment and Acceptance, relinquish its rights (except those which survive

the payment in full of the Obligations) and be released from its obligations

under the Loan Documents (and, in the case of an Assignment and Acceptance

covering all or the remaining portion of an assigning Lender’s rights and

obligations under the Loan Documents, such Lender shall cease to be a party

hereto, except for purposes of rights that survive payment in full of the

Obligations).




 




(b)           By executing and delivering an

Assignment and Acceptance, the Lender assignor and/or the Issuer assignor

thereunder and the assignee thereunder confirm to and agree with each other and

the other parties hereto as follows: 

(i) other than as provided in such Assignment and Acceptance, such

assigning Lender or assigning Issuer makes no representation or warranty and

assumes no responsibility with respect to any of the statements, warranties or

representations made in or in connection with this Agreement or any other Loan

Document furnished pursuant thereto or the execution, legality, validity,

enforceability, genuineness, sufficiency or value of this Agreement or any

other Loan Document or any other instrument or document furnished pursuant

hereto or thereto; (ii) such assigning Lender or assigning Issuer makes no

representation or warranty and assumes no responsibility with respect to the

financial condition of any Loan Party or the performance or observance by any

Loan Party of any of its obligations under this Agreement or any other Loan

Document or of any other instrument or document furnished pursuant hereto or

thereto; (iii) such assigning Lender or assigning Issuer confirms that it

has delivered to the assignee and the assignee confirms that it has received a

copy of this Agreement and each of the Loan Documents together with a copy of

the most recent financial statements delivered by Euramax U.S. to the Lenders

pursuant to each of the clauses of Section 6.11 (or if no such statements have

been delivered, the financial statements referred to in Section 4.5 of this

Agreement) and such other documents and information as it has deemed

appropriate to make its own credit analysis and decision to enter into such

Assignment and Acceptance; (iv) such assignee will, independently and

without reliance upon the Agent, such assigning Lender or assigning Issuer or

any other Lender, and based on such documents and information as it shall deem

appropriate at the time, continue to make its own credit decisions in taking or

not taking action under this Agreement; (v) such assignee confirms that it

is an Eligible Assignee; (vi) such assignee appoints and authorizes the

Agent to take such action as agent on its behalf and to exercise such powers

under this Agreement and the other Loan Documents as are delegated to the Agent

by the terms hereof and thereof, together with




 




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such

powers as are reasonably incidental thereto; and (vii) such assignee

agrees that it will perform in accordance with their terms all of the

obligations which by the terms of this Agreement are required to be performed

by it as a Lender and/or Issuer.




 




(c)           The Agent shall maintain at its address

referred to in Section 10.2 a copy of each Assignment and Acceptance delivered

to and accepted by it and a register for the recordation of the names and

addresses of the Lenders, the Issuer and the Revolving Credit Commitments of

and principal amount of the Loans and the amount of the Letter of Credit

Obligations owing to each Lender and the Issuer from time to time (the “Register”).  The entries in the Register shall be

conclusive and binding for all purposes, absent manifest error, and the Loan

Parties, the Agent, the Lenders and the Issuer may treat each Person whose name

is recorded in the Register as a Lender or the Issuer for all purposes of this

Agreement.  The Register shall be

available for inspection by the Loan Parties, any Lender or the Issuer at any

reasonable time and from time to time upon reasonable prior notice.




 




(d)           Upon its receipt of an Assignment and

Acceptance executed by an assignor and an assignee representing that it is an

Eligible Assignee, together with the Notes subject to such assignment, the

Agent shall, if such Assignment and Acceptance has been completed,

(i) accept such Assignment and Acceptance, (ii) record the

information contained therein in the Register and (iii) give prompt notice

thereof to the Loan parties.  Within

five Business Days after its receipt of such notice, each applicable Borrower,

at its own expense, shall execute and deliver to the Agent, in exchange for

such surrendered Notes, new Notes to the order of such Eligible Assignee in an

amount equal to the Revolving Credit Commitments assumed by it pursuant to such

Assignment and Acceptance and, if the assignor has retained Revolving Credit

Commitments hereunder, new Notes to the order of the assignor in an amount

equal to the Revolving Credit Commitments retained by it hereunder.  Such new Notes shall be dated the same date

as the surrendered Notes.




 




(e)           In addition to the other assignment

rights provided in this Section 10.7, each Lender may assign, as collateral or

otherwise, any of its rights under this Agreement (including, without

limitation, rights to payments of principal or interest on the Loans) to any

Federal Reserve Bank without notice to or consent of any Loan Party or the

Agent; provided, however, that no such assignment shall release

the assigning Lender from any of its obligations hereunder.  The terms and conditions of any such

assignment and the documentation evidencing such assignment shall be in form

and substance satisfactory to the assigning Lender and the assignee Federal

Reserve Bank.




 




(f)            Each Lender and the Issuer may sell

participations to one or more banks or other Persons in or to all or a portion

of its rights and obligations under the Loan Documents (including, without

limitation, all or a portion of its Revolving Credit Commitments, its

commitment to issue Letters of Credit, the Loans owing to it, the Letter of

Credit Obligations owing to it, and the Notes held by it).  The terms of such participation shall not,

in any event, require the participant’s consent to any amendments, waivers or

other modifications of any provision of any Loan Documents, the consent to any

departure by any Loan Party therefrom, or to the exercising or refraining from




 




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exercising

any powers or rights which such Lender and the Issuer may have under or in

respect of the Loan Documents (including, without limitation, the right to

enforce the obligations of the Loan Parties), except if any such amendment,

waiver or other modification or consent would (i) reduce the amount or

postpone any final maturity date of the Loans or reduce the amount of interest

or fees payable to such participant under the Loan Documents to which such

participant would otherwise be entitled under such participation or

(ii) result in the release of all or substantially all of the Collateral

other than in accordance with the Collateral Documents.  In the event of the sale of any

participation by any Lender or the Issuer, (i) such Lender’s and the

Issuer’s obligations under the Loan Documents (including, without limitation,

its Revolving Credit Commitments) shall remain unchanged, (ii) such Lender

and the Issuer shall remain solely responsible to the other parties hereto for

the performance of such obligations, (iii) such Lender and the Issuer

shall remain the holder of such Notes and Obligations for all purposes of this

Agreement, (iv) such Lender and the Issuer shall disclose to the Agent the

identity of each bank or other entity purchasing a participation within a

reasonable time after the sale and purchase of such participation and

(v) each Loan Party, the Agent, the Issuer and the other Lenders shall continue

to deal solely and directly with such Lender or the Issuer, as applicable, in

connection with such Lender’s or the Issuer’s rights and obligations under this

Agreement.




 




(g)           Each participant shall be entitled to

the benefits of Sections 2.11, 2.12, 2.13 and 2.15 as if it were an Issuer or a

Lender; provided, however, that anything herein to the contrary

notwithstanding, none of the Borrowers shall, at any time, be obligated to pay

to any participant of any interest of the Issuer or any Lender, under Section

2.11, 2.12, 2.13 or 2.15, any sum in excess of the sum which such Borrower

would have been obligated to pay to the Issuer or such Lender in respect of

such interest had such participation not been sold.




 




10.8         Governing

Law; Severability.  This

Agreement and the Notes and the rights and obligations of the parties hereto

and thereto shall be governed by, and construed and interpreted in accordance

with, the law of the State of New York. 

Wherever possible, each provision of this Agreement shall be interpreted

in such manner as to be effective and valid under applicable law, but if any

provision of this agreement shall be prohibited by or invalid under applicable

law, such provision shall be ineffective to the extent of such prohibition or

invalidity, without invalidating the remainder of such provision or the

remaining provisions of this Agreement.




 




10.9         Submission to Jurisdiction; Service

of Process; Judgment.  (a)    Any legal action or proceeding with

respect to this Agreement, the Notes or any other Loan Document or any document

related hereto or thereto may be brought in the courts of the State of New York

or of the United States of America for the Southern District of New York, and,

by execution and delivery of this Agreement, each Loan Party hereby accepts for

itself and in respect of its property, generally and unconditionally, the

jurisdiction of the aforesaid courts. 

The parties hereto hereby irrevocably waive any objection, including,

without limitation, any objection to the laying of venue or based on the

grounds of forum non conveniens, which any of them may now or hereafter have to

the bringing of any such action or proceeding in such respective jurisdictions.




 




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(b)           Each Loan Party hereby irrevocably

appoints CT Corporation (the “Process Agent”), with an office on the

date hereof at 1633 Broadway, New York, New York 10019, United States, as its

agent to receive on behalf of such Loan Party and its property service of

copies of the summons and complaint and any other process which may be served

in any such action or proceeding.  Such

service may be made by mailing or delivering a copy of such process to such

Loan Party in care of the Process Agent at the Process Agent’s above address,

and such Loan Party hereby irrevocably authorizes and directs the Process Agent

to accept such service on its behalf. 

As an alternative method of service, each Loan Party also irrevocably

consents to the service of any and all process in any such action or proceeding

by the mailing of copies of such process to such Loan Party at its address

specified in Section 10.2.  Each Loan

Party agrees that a final judgment in any such action or proceeding shall be

conclusive and may be enforced in other jurisdictions by suit on the judgment

or in any other manner provided by law.




 




(c)           Nothing in this Section 10.9 shall

affect the right of any Lender, the Issuer or the Agent to serve legal process

in any other manner permitted by law or affect the right of any Lender, the

Issuer or the Agent to bring any action or proceeding against any Loan Party or

its property in the courts of other jurisdictions.




 




(d)           To the extent that any Loan Party has

or hereafter may acquire any immunity from jurisdiction of any court or from

any legal process (whether through service or notice, attachment prior to

judgment, attachment in aid of execution, execution or otherwise) with respect

to itself or its property, such Loan Party hereby irrevocably waives such

immunity in respect of its obligations under this Agreement and the other Loan

Documents.




 




(e)           Each Loan Party’s obligations hereunder

and under the other Loan Documents to make payments in Dollars or in any

Alternative Currency (the “Obligation  Currency”) shall not be

discharged or satisfied by any tender or recovery pursuant to any judgment

expressed in or converted into any currency other than the Obligation Currency,

except to the extent that such tender or recovery results in the effective

receipt by the Agent, the Issuer or a Lender of the full amount of the

Obligation Currency expressed to be payable to the Agent or such Lender under

this Agreement or the other Loan Documents. 

If there is a change in the rate of exchange prevailing between the date

of such conversion and the date of actual payment of the amount due, each Loan

Party covenants and agrees to pay, or cause to be paid, such additional

amounts, if any (but in any event not a lesser amount), as may be necessary to

ensure that the amount paid in the Other Currency, when converted at the rate

of exchange prevailing on the date of payment, will produce the amount of the

Obligation Currency which could have been purchased with the amount of Other

Currency stipulated in the judgment or judicial award at the rate of exchange

prevailing on such conversion date.  If

for the purposes of obtaining judgment in any court it is necessary to convert

a sum due hereunder or under the Notes into or from any currency other than the

Obligation Currency (such other currency being the “Other Currency”) an

amount due in the Obligation Currency, the parties hereto agree, to the fullest

extent that they may effectively do so, that the rate of exchange used shall be

that at which in accordance with normal banking procedures the Agent could

purchase the Obligation Currency with the Other Currency at the rate of




 




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exchange

(as quoted by the Agent) determined as of the Business Day preceding that on

which final judgment is given.




 




(f)            The obligation of each Loan Party in

respect of any sum due in the Obligation Currency from it to any Lender, the

Issuer or the Agent hereunder or under the Note held by such Lender, shall,

notwithstanding any judgment in any Other Currency, be discharged only to the

extent that, on the Business Day following receipt by such Lender, the Issuer

or the Agent (as the case may be) of any sum adjudged to be so due in such

Other Currency, such Lender, the Issuer or the Agent (as the case may be) may

in accordance with normal banking procedures purchase Dollars with such Other

Currency; if the amount of the Obligation Currency so purchased is less than

the sum originally due to such Lender, the Issuer or the Agent (as the case may

be) in the Obligation Currency, each Loan Party agrees, as a separate

obligation and notwithstanding any such judgment, to indemnify such Lender, the

Issuer or the Agent (as the case may be) against such loss, and if the amount

of the Obligation Currency so purchased exceeds the sum originally due to any

Lender, the Issuer or the Agent (as the case may be) in the Obligation

Currency, such Lender, the Issuer or the Agent (as the case may be) agrees to

remit to such Loan Party such excess.




 




(g)           For purposes of determining the

equivalent of an Alternative Currency or of Dollars or the rate of exchange for

this Section, such amounts shall include any premium and costs payable in

connection with the purchase of the Obligation Currency.




 




10.10       Section Titles.  The Section titles contained in this Agreement

are and shall be without substantive meaning or content of any kind whatsoever

and are not a part of the agreement between the parties hereto.




 




10.11       Execution

in Counterparts.  This Agreement

may be executed in any number of counterparts and by different parties hereto

in separate counterparts, each of which when so executed shall be deemed to be

an original and all of which taken together shall constitute one and the same

agreement.




 




10.12       Entire Agreement.  This Agreement, together with all of the

other Loan Documents and all certificates and documents delivered hereunder or

thereunder and the agreements referred to in Section 2.4(b) embody the entire

agreement of the parties and supersedes all prior agreements and understandings

relating to the subject matter hereof.




 




10.13       Confidentiality.  Each Lender, the Issuer and the Agent agree

to keep information obtained by it pursuant hereto and the other Loan Documents

confidential in accordance with such Lender’s, the Issuer’s or the Agent’s, as

the case may be, customary practices and agrees that it will only use such

information in connection with the transactions contemplated by this Agreement

and not disclose any of such information other than (i) to such Lender’s,

the Issuer’s or the Agent’s, as the case may be, employees, representatives and

agents who are or are expected to be involved in the evaluation of such

information in connection with the transactions contemplated by this Agreement

and who are advised of the confidential nature of such information,

(ii) to the




 




141





























 




extent

such information presently is or hereafter becomes available to such Lender,

the Issuer or the Agent, as the case may be, on a non–confidential basis

from a source other than the Loan Parties, (iii) to the extent disclosure

is required by law, regulation or judicial order or requested or required by

bank regulators or auditors or (iv) to assignees or participants or

potential assignees or participants who agree to be bound by the provisions of

this sentence.




 




10.14       Waiver of Jury

Trial.  Each of the parties

hereto waives any right it may have to trial by jury in respect of any

litigation based on, or arising out of, under or in connection with this

Agreement or any other Loan Document, or any course of conduct, course of

dealing, verbal or written statement or action of any party hereto.




 




10.15       European

Economic and Monetary Union. 

(a)    Effectiveness of

Provisions.  The provisions of

subsections (b) through (f) below (inclusive) are effective

at and from the commencement of the third stage of EMU; provided, however,

that if and to the extent that any such provision relates to any state (or the

currency of such state) that is not a participating member state on the

commencement of the third stage of EMU, such provision shall become effective

in relation to such state (and the currency of such state) at and from the date

on which such state has become or becomes a participating member state.




 




(b)           Redenomination and Alternative

Currencies.  Each obligation

(including each Obligation, Secured Obligation and Guarantied Obligation) under

this Agreement or any other Loan Document of a party to this Agreement or any

other Loan Document which has been denominated in the national currency unit of

a participating member state shall be redenominated into the euro unit in

accordance with EMU legislation.




 




(c)           Loans.  Any Loan in the currency of a participating

member state shall be made in the euro unit.




 




(d)           Business Days.  With respect to any amount denominated or to

be denominated in the euro or a national currency unit, any reference to a

“Business Day” shall be construed as a reference to a day (other than a

Saturday or Sunday) on which banks are generally open for business in London

and New York City (or such principal financial center or centers in such

participating member state or states as the Agent may from time to time

nominate for this purpose); provided, however, that the Agent may

by notice to the Loan Parties, the Issuer and the Lenders specify changes to

the definition of Business Day as applicable to the euro or one or more other

currencies which it reasonably determines are necessary to reflect changes in

market practices and/or operational requirements in connection therewith.




 




(e)           Payments

to the Agent.  Amounts payable

by a Loan Party under any Loan Document shall be construed so that, in relation

to the payment of any amount of euro units or national currency units, such

amount shall be made available to the Agent in immediately available, freely

transferable, cleared funds to such account with such bank in Frankfurt am

Main, Germany (or such other principal financial center in such




 




142





























 




participating

member state as the Agent may from time to time nominate for this purpose) as

the Agent shall from time to time nominate for this purpose.




 




(f)            Payments

by the Agent Generally.  With

respect to the payment of any amount denominated in the euro or in a national

currency unit, the Agent shall not be liable to any of the Loan Parties, any of

the Lenders or the Issuer in any way whatsoever for any delay, or the

consequences of any delay, in the crediting to any account of any amount

required by any Loan Document to be paid by the Agent if the Agent shall have

taken all relevant steps to achieve, on the date required by such Loan

Document, the payment of such amount in immediately available, freely

transferable, cleared funds (in the euro unit or, as the case may be, in a

national currency unit) to the account with the bank in the principal financial

center in the participating member state which the relevant Loan Party, Lender

or Issuer, as the case may be, shall have specified for such purpose.  In this subsection (g), “all relevant steps”

means all such steps as may be prescribed from time to time by the regulations

or operating procedures of such clearing or settlement system as the Agent may

from time to time determine for the purpose of clearing or settling payments of

the euro.




 




(g)           Basis of

Accrual.  If the basis of

accrual of interest or fees expressed in this Agreement or any other Loan

Document with respect to the currency of any state that becomes a participating

state shall be inconsistent with any convention or practice in the London

Interbank Market for the basis of accrual of interest or fees in respect of the

euro, such convention or practice shall replace such expressed basis effective

as of and from the date on which such state becomes a participating member

state; provided, however, that if any Loan in the currency of

such state is outstanding immediately prior to such date, such replacement

shall take effect, with respect to such Loan, at the end of the then current

Interest Period.




 




(h)           Rounding and Other Consequential

Changes.  Without prejudice and

in addition to any methods of conversion or rounding prescribed by any EMU

legislation and without prejudice to the respective liabilities for

indebtedness of any Loan Party to any Lender or the Issuer and of any Lender or

the Issuer to any Loan Party under or pursuant to any Loan Document:




 




(i)            each

reference in each Loan Document to a minimum amount (or an integral multiple

thereof) in a national currency unit to be paid to or by the Agent shall be

replaced by a reference to such reasonably comparable and convenient amount (or

an integral multiple thereof) in the euro unit as the Agent may from time to

time specify; and




 




(ii)           except

as expressly provided in this Section 10.15, each provision of each Loan

Document shall be subject to such reasonable changes of construction as the

Agent may from time to time specify to be necessary or appropriate to reflect

the introduction of or changeover to the euro in participating member states.




 




143





























 




IN WITNESS

WHEREOF, the parties hereto have caused this Agreement to be executed by their

respective officers thereunto duly authorized, as of the date first above

written.




 




	

   


  	

  EURAMAX INTERNATIONAL, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  EURAMAX INTERNATIONAL LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  EURAMAX INTERNATIONAL HOLDINGS


  
	

   


  	

    LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  EURAMAX EUROPEAN HOLDINGS LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  EURAMAX CONTINENTAL LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  EURAMAX EUROPEAN HOLDINGS B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
				





 




[Signature Page to Second

Amended and Restated Credit Agreement]




 





























 




	

   


  	

  EURAMAX EUROPE LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  EURAMAX NETHERLANDS B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  EURAMAX HOLDINGS LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  EURAMAX EUROPE B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  ELLBEE LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  EURAMAX COATED PRODUCTS LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  EURAMAX COATED PRODUCTS B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  





 




[Signature Page to Second

Amended and Restated Credit Agreement]




 





























 




	

   


  	

  AMERIMAX U.K. (f/k/a/, Amerimax Holdings, Inc.) INC.


  
	

   


  	

  AMERIMAX FABRICATED PRODUCTS, INC.


  
	

   


  	

  AMERIMAX BUILDING PRODUCTS, INC.


  
	

   


  	

  AMERIMAX COATED PRODUCTS, INC.


  
	

   


  	

  AMERIMAX RICHMOND COMPANY


  
	

   


  	

  AMERIMAX FINANCE COMPANY, INC.


  
	

   


  	

  AMERIMAX LAMINATED PRODUCTS, INC.


  
	

   


  	

  AMERIMAX HOME PRODUCTS, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  FABRAL HOLDINGS, INC.


  
	

   


  	

  FABRAL, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  





 




[Signature Page to Second

Amended and Restated Credit Agreement]




 





























 




 




	

   


  	

  BNP PARIBAS, as Agent, as a Lender and as the Issuer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  FLEET NATIONAL BANK N.A., as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  SUNTRUST BANK, ATLANTA, as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  LASALLE BANK NATIONAL ASSOCIATION,


    as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  WACHOVIA BANK, N.A., as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  PNC BANK, NATIONAL ASSOCIATION, as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  





 




[Signature Page to Second

Amended and Restated Credit Agreement]




 





























 




SCHEDULE I




 




REVOLVING CREDIT

COMMITMENTS




 




	

   


  	

   


  	

  Revolving

  Credit Commitment


  	

   


  
	

  Lender:


  	

   


  	

  Dollar

  Amount


  	

   


  	

  Percentage


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  BNP

  Paribas


  	

   


  	

  $


  	

  20,000,000


  	

   


  	

  18.18


  	

  %


  
	

  LaSalle

  Bank National Association


  	

   


  	

  20,000,000


  	

   


  	

  18.18


  	

  %


  
	

  Wachovia

  Bank, N.A.


  	

   


  	

  20,000,000


  	

   


  	

  18.18


  	

  %


  
	

  PNC

  Bank, National Association


  	

   


  	

  20,000,000


  	

   


  	

  18.18


  	

  %


  
	

  SunTrust

  Bank, Atlanta.


  	

   


  	

  16,500,000


  	

   


  	

  15.00


  	

  %


  
	

  Fleet

  National Bank N.A.


  	

   


  	

  13,500,000


  	

   


  	

  12.28


  	

  %


  
	

  Total:


  	

   


  	

  $


  	

  110,000,000


  	

   


  	

  100.00


  	

  %


  





 




I-A-1





























 




SCHEDULE I–A




 




EXISTING TERM LOANS,

EXISTING REVOLVING CREDIT LOANS


AND EXISTING REVOLVING CREDIT COMMITMENTS


(each in dollars, determined as of the Effective Date


as provided in the Existing Credit Agreement)




 




	

  R/C – Amerimax Fabricated Products,


    Inc. – USD


  	

   


  	

  $


  	

  9,000,000.00


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  R/C – Euramax Holdings Limited –

  GBP


  	

   


  	

  7,946,212.50


  	

   


  	

       Exchange Rate 1.43175


  	

   


  	

  5,550,000.00

  GBP


  	

   


  
	

  R/C – Euramax Netherlands B.V. –

  EUR


  	

   


  	

  23,654,700.00


  	

   


  	

       Exchange Rate 0.8761


  	

   


  	

  27,000,000.00

  EUR


  	

   


  
	

  Revolving

  Credit Unused


  	

   


  	

  59,399,087.50


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Total

  R/C


  	

   


  	

  $


  	

  100,000,000.00


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Term B – Euramax Holdings Limited

  –USD


  	

   


  	

  $


  	

  5,042,062.50


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Term C – Amerimax Fabricated


    Products, Inc. – USD


  	

   


  	

  4,829,785.95


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Term D – Amerimax Fabricated


    Products, Inc. – USD


  	

   


  	

  28,896,172.05


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Total Term Loans Outstanding


  	

   


  	

  $


  	

  38,768,020.50


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




	

  Lender


  	

   


  	

  UK

  Operating Co. Term Loan B USD


  	

   


  	

  US

  Operating Co. Term Loan C USD


  	

   


  	

  US

  Operating Co. Term Loan D USD


  	

   


  	

  Dutch

  Operating Co. R/C Loans USD equivalent


  	

   


  	

  UK

  Operating Co. R/C Loans USD equivalent


  	

   


  	

  US Operating

  Co. R/C Loans USD


  	

   


  	

  Participation

  in  Existing L/Cs USD


  	

   


  	

  Existing

  R/C Commitment (Unused)


  	

   


  
	

  BNP Paribas


  	

   


  	

  2,458,005.47


  	

   


  	

  1,133,251.70


  	

   


  	

  19,352,860.26


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  —


  	

   


  
	

  LaSalle Bank National Association


  	

   


  	

  —


  	

   


  	

  1,221,268.95


  	

   


  	

  —


  	

   


  	

  4,795,194.69


  	

   


  	

  1,610,827.28


  	

   


  	

  1,824,447.24


  	

   


  	

  —


  	

   


  	

  12,041,166.82


  	

   


  
	

  Wachovia Bank, N.A.


  	

   


  	

  945,386.72


  	

   


  	

  905,584.87


  	

   


  	

  2,260,258.06


  	

   


  	

  3,010,856.31


  	

   


  	

  1,011,422.85


  	

   


  	

  1,145,552.76


  	

   


  	

  —


  	

   


  	

  7,560,532.05


  	

   


  
	

  Fleet National Bank N.A.


  	

   


  	

  126,051.56


  	

   


  	

  120,744.65


  	

   


  	

  —


  	

   


  	

  5,913,675.00


  	

   


  	

  1,986,553.13


  	

   


  	

  2,250,000.00


  	

   


  	

  —


  	

   


  	

  14,849,771.88


  	

   


  
	

  SunTrust Bank, Atlanta


  	

   


  	

  126,051.56


  	

   


  	

  120.744.65


  	

   


  	

  5,022,795.68


  	

   


  	

  2,838,564.00


  	

   


  	

  953,545.50


  	

   


  	

  1,080,000.00


  	

   


  	

  —


  	

   


  	

  7,127,890.50


  	

   


  
	

  Bank Austria Creditanstalt Corporate Finance, Inc.


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  2,128,923.00


  	

   


  	

  715,159.13


  	

   


  	

  810,000.00


  	

   


  	

  —


  	

   


  	

  5,345,917.88


  	

   


  
	

  Bank One, NA


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  3,311,658.00


  	

   


  	

  1,112,469.75


  	

   


  	

  1,260,000.00


  	

   


  	

  —


  	

   


  	

  8,315,872.25


  	

   


  
	

  PPM America, Inc.


  	

   


  	

  1,386,567.19


  	

   


  	

  1,328,191.14


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  —


  	

   


  
	

  De Nationale Investeringsbank N.V.


  	

   


  	

  —


  	

   


  	

  —


  	

   


  	

  2,260,258.06


  	

   


  	

  1,655,829.00


  	

   


  	

  556,234.88


  	

   


  	

  630,000.00


  	

   


  	

  —


  	

   


  	

  4,157,936.13


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Totals


  	

   


  	

  5,042,062.50


  	

   


  	

  4,829,785.95


  	

   


  	

  28,896,172.05


  	

   


  	

  23,654,700.00


  	

   


  	

  7,946,212.50


  	

   


  	

  9,000,000.00


  	

   


  	

  —


  	

   


  	

  59,399,087.50


  	

   


  





 




I-A-1





























 




SCHEDULE II(1)




 




APPLICABLE LENDING

OFFICES AND




 




ADDRESSES

FOR NOTICES






	

  Lender


  	

   


  	

  Domestic Lending Office and Address for Notices


  	

   


  	

  Eurocurrency Lending Office


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  BNP Paribas


  	

   


  	

  BNP Paribas


  The Equitable Tower


  787 Seventh Avenue


  New York, NY  10019


  Attention:  Cecile Scherer


  Telecopy:  (212) 841-2861


  Telephone:  (212) 841-2965


  	

   


  	

  BNP Paribas


  The Equitable Tower


  787 Seventh Avenue


  New York, NY  10019


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Fleet National Bank

  N.A.


  	

   


  	

  Fleet National Bank

  N.A.


  100 Federal Street


  MA DA 10011B


  Boston, MA  02110


  Attention:  Elise Chowdhry 


  Telecopy:  (617) 434-6471


  Telephone:  (617) 434-0927


  	

   


  	

  Fleet National Bank

  N.A.


  100 Rustcraft Road


  MA DE 22502C


  Dedham, MA  02026


  Attention:  Timothy Keefe


  Telecopy:  (781) 467-2094


  Telephone:  (781) 467-2064


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  SunTrust Bank, Atlanta


  	

   


  	

  SunTrust Bank


  303 Peachtree Street, NE


  2nd Floor, MC 1921


  Atlanta, GA 30308


  Attention:  Scott Deviney/David

  Richards


  Telecopy:  (404) 588-8833


  Telephone:  (404) 658-4919/ 2658


  	

   


  	

  SunTrust Bank


  303 Peachtree Street, NE


  2nd Floor, MC 1921


  Atlanta, GA 30308


  Attention:  Scott Deviney/ David

  Richards


  Telecopy:  (404) 588-8833


  Telephone:  (404) 658-4919/ 2658


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  LaSalle Bank National

  Association


  	

   


  	

  LaSalle Bank National

  Association


  135 S. LaSalle St.


  Chicago, IL  60603


  Attention:  Jeffrey A. Raider


  Telecopy:  (312) 904-0870


  Telephone:  (312) 904-2766


  	

   


  	

  LaSalle Bank National

  Association


  135 S. LaSalle St.


  Chicago, IL  60603


  Attention:  Jeffrey A. Raider


  Telecopy:  (312) 904-0870


  Telephone:  (312) 904-2766


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Wachovia Bank, N.A.


  	

   


  	

  Wachovia Bank, N.A.


  191 Peachtree Street, N.E.


  Atlanta, GA  30303


  Attention:  Cheryl Boyd


  Telecopy:  (404) 332-6920


  Telephone:  (404) 332-4401


  	

   


  	

  Wachovia Bank, N.A.


  MC: GA 8014


  191 Peachtree Street, N.E.


  Atlanta, GA  30303


  Attention:  Jane Beasley


  Telecopy:  (404) 332-5079


  Telephone:  (404) 332-5075


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  PNC Bank, National

  Association


  	

   


  	

  PNC Bank, National

  Association


  201 S. Tryon Street


  Charlotte, NC  28202


  Attention:  Dan Shaw/Bill Handley


  Telecopy:  (704) 342-8450


  Telephone:  (704) 342-8402


  	

   


  	

  PNC Bank, National Association


  201 S. Tryon Street


  Charlotte, NC  28202


  Attention:  Dan Shaw/ Bill Handley


  Telecopy:  (704) 342-8450


  Telephone:  (704) 342-8402


  
	

   


  	

   


  	

   


  	

   


  	

   


  























(1)  Lenders to provide.




 




II-1





























 




	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Issuer


  	

   


  	

  Address for Notices


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  BNP Paribas


  	

   


  	

  BNP Paribas


  919 Third Avenue


  New York, NY  10022


  Attention:  David Perez


  Telecopy:  (212) 471-6384 or 6385


  Telephone:  (212) 471-6376


  	

   


  	

   


  





 




II-2





























 




SCHEDULE III




 




NOTICE ADDRESSES OF LOAN

PARTIES




 




III-1