Exhibit 10.6


 


SECOND AMENDMENT TO




THIRD AMENDED AND RESTATED CREDIT
AGREEMENT


 


THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT (this “Amendment”) is dated as of January 11, 2005, by
and among AMERIMAX FABRICATED PRODUCTS, INC., a Delaware corporation (“U.S.
Operating Co.”); EURAMAX HOLDINGS LIMITED, a company organized under the
laws of England and Wales (“U.K. Operating Co.”); EURAMAX EUROPE B.V., a
company organized under the laws of The Netherlands (“Dutch Operating
Co.”); EURAMAX NETHERLANDS B.V., a company organized under the laws of The
Netherlands (“Dutch Company”; U.S. Operating Co., U.K. Operating Co.,
Dutch Operating Co., and Dutch Company referred to collectively herein as the “Borrowers”);
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.”); EURAMAX INTERNATIONAL LIMITED, a
company organized under the laws of England and Wales (“Euramax”);
AMERIMAX U.K., INC. (f/k/a Amerimax Holdings, Inc.), a Delaware
corporation (“Amerimax U.K.”); EURAMAX EUROPEAN HOLDINGS LIMITED, a
company organized under the laws of England and Wales (“U.K. Holdings”);
EURAMAX EUROPE LIMITED, a company organized under the laws of England and
Wales (“U.K. Company”);  EURAMAX
CONTINENTAL LIMITED, a company organized under the laws of England and
Wales (“Newco U.K. II”); EURAMAX EUROPEAN HOLDINGS B.V., a company
organized under the laws of The Netherlands (“Dutch Holdings”); EURAMAX
INTERNATIONAL HOLDINGS B.V., a company organized under the laws of The
Netherlands (“Euramax International Holdings B.V.”); the “Operating
Company Subsidiaries” party thereto (such Operating Company Subsidiaries
together with Euramax U.S., Newco U.K., Euramax, Amerimax U.K., U.K. Holdings,
U.K. Company, Newco U.K. II, and Dutch Holdings, and Euramax International
Holdings B.V. referred to collectively herein as the “Loan Parties”); “Lenders”
party thereto; and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association (in its capacities as “Lender,” “Issuer,” and “Agent”);


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, each of the Borrowers, the Loan Parties, the
Lenders, the Issuer, and the Agent executed and delivered that certain Third
Amended and Restated Credit Agreement dated as of October 9, 2003, as
amended by that certain First Amendment to Third Amended and Restated Credit
Agreement dated as of May 28, 2004 (as the same may be amended, restated,
supplemented, or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, each of the Borrowers and the Loan Parties
has requested, and each of the Lenders party hereto, the Issuer, and the Agent
has agreed to, certain amendments to the Credit Agreement, subject to the terms
and conditions hereof;


 


NOW, THEREFORE, for and in consideration of the above
premises and other good and valuable consideration, the receipt and sufficiency
of which hereby is acknowledged by the parties hereto, each of the Borrowers,
the Loan Parties, the Lenders party hereto, the Issuer, and the Agent hereby
covenant and agree as follows:


 





















 


1.             Definitions.  Unless otherwise specifically defined herein,
each term used herein which is defined in the Credit Agreement shall have the
meaning assigned to such term in the Credit Agreement.  Each reference to “hereof,” “hereunder,” “herein”
and “hereby” and each other similar reference and each reference to “this
Agreement” and each other similar reference contained in the Credit Agreement
shall from and after the date hereof refer to the Credit Agreement as amended
hereby.


 


2.             Amendments
to Credit Agreement.


 


(a) The first paragraph of Section 2.18(a) of
the Credit Agreement is amended and restated so that it reads, in its entirety,
as follows:


 


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, a “Letter
of Credit”), denominated in Dollars or in an Alternative Currency, from time to
time during the period commencing on the Effective Date and ending on the
earlier to occur of (a) the Termination Date or (b) the date which is
30 days before the Final Maturity Date; provided, however, that the Issuer
shall not be under any obligation to issue any Letter of Credit if:


 


(b) Section 2.18(a)(iii) of
the Credit Agreement is amended and restated so that it reads, in its entirety,
as follows:


 


(iii) after giving
effect to the issuance of such Letter of Credit, the Dollar Equivalent of the
Letter of Credit Obligations exceed $10,000,000;


 


(c) Exhibit L of the Credit Agreement is
amended and restated so that it reads, in its entirety, as Exhibit L,
attached hereto and made a part hereof.


 


3.             Restatement
of Representations and Warranties. 
Each of the Borrowers and the Loan Parties hereby restates and renews
each and every representation and warranty heretofore made by it in the Credit
Agreement and the other Credit Documents as fully as if made on the date hereof
and with specific reference to this Amendment and all other Credit Documents
executed and/or delivered in connection herewith (except to the extent that any
such representation and warranty has been duly waived in writing and then only
with respect to the particular instance for which such waiver or waivers were
granted).


 


4.             Effect
of Amendment.  Except as set forth
expressly hereinabove, all terms of the Credit Agreement and the other Credit
Documents shall be and remain in full force and effect, and shall constitute
the legal, valid, binding and enforceable obligations of each of the parties
hereto.  The amendment contained herein
shall be deemed to have prospective application only, unless otherwise
specifically stated herein.


 


5.             Ratification.  Each of the Borrowers and the Loan Parties
hereby restates, ratifies and reaffirms each and every term, covenant and
condition set forth in the Credit Agreement and the other Loan Documents
effective as of the date hereof (except to the extent that any such term,


 


2





















 


covenant,
or condition has been duly waived in writing and then only with respect to the
particular instance for which such waiver or waivers were granted).


 


6.             Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which may be delivered by facsimile and which when so executed and delivered
(including counterparts delivered by facsimile) shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but
one and the same instrument.


 


7.             Section References.  Section titles and references used in
this Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto
evidenced hereby.


 


8.             No
Default.  To induce each of the
Lenders party hereto, the Issuer, and the Agent to enter into this Amendment
and to continue to make advances pursuant to the Credit Agreement, each of the
Borrowers and the Loan Parties hereby acknowledges and agrees that, as of the
date hereof, and after giving effect to the terms hereof, there exists (i) no
Default or Event of Default and (ii) no right of offset, defense,
counterclaim, claim or objection in favor of the Borrowers or the Loan Parties
arising out of or with respect to any of the Obligations or other obligations
of the Borrowers or the Loan Parties owed to the Lenders under the Credit
Agreement or otherwise.


 


9.             Further
Assurances.  Each of the Borrowers
and the Loan Parties agree to take such further actions as the Agent shall
reasonably request in connection herewith to evidence the amendments herein
contained.


 


10.           Governing
Law.  This Amendment shall be
governed by and construed and interpreted in accordance with, the laws of the
State of New York.


 


11.           Consent
and Reaffirmation.  Each of the Loan
Parties which is a Guarantor (i) consents to the execution and delivery of
this Amendment by the Borrowers and each other Guarantor and (ii) reaffirms
(in light of this Amendment) all of its obligations and covenants under the
Loan Documents to which it is a party, and agrees that none of such obligations
and covenants shall be diminished by the execution and delivery of this
Amendment, except as expressly provided for herein.


 


12.           Conditions
Precedent.  This Amendment shall be
effective upon the Agent’s receipt of executed and delivered signature pages hereto
from each of the Borrowers, the Loan Parties, the Majority Lenders, the Issuer,
and the Agent.


 


[SIGNATURES ON
FOLLOWING PAGES]


 


3





















 


IN WITNESS WHEREOF, each of the Borrowers, the Loan
Parties, the following Lenders, the Issuer, and the Agent have caused this
Amendment to be duly executed, under seal, by its duly authorized officer as of
the day and year first above written.


 


	
   

  	
  BORROWERS:

  	
   

  
	
   

  	
   

  
	
   

  	
  EURAMAX
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  

  	
  R.
  Scott Vansant

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EURAMAX
  INTERNATIONAL LIMITED

  
	
   

  	
  EURAMAX
  INTERNATIONAL HOLDINGS

  
	
   

  	
   LIMITED

  
	
   

  	
  EURAMAX
  EUROPEAN HOLDINGS

  
	
   

  	
   LIMITED

  
	
   

  	
  EURAMAX
  CONTINENTAL LIMITED

  
	
   

  	
  EURAMAX
  COATED PRODUCTS LIMITED

  
	
   

  	
  EURAMAX
  EUROPE LIMITED

  
	
   

  	
  EURAMAX
  HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  

  	
  R.
  Scott Vansant

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EURAMAX
  INTERNATIONAL HOLDINGS B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 





















 


	
   

  	
  EURAMAX
  EUROPEAN HOLDINGS B.V.

  	 

	
   

  	
  EURAMAX
  NETHERLANDS B.V.

  	 

	
   

  	
  EURAMAX
  EUROPE B.V.

  	 

	
   

  	
  EURAMAX
  COATED PRODUCTS B.V.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
   

  	 

	
   

  	
  Title:

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  AMERIMAX
  U.K. (f/k/a/, Amerimax Holdings,

  Inc.) INC.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:
  

  	
  David
  Pugh

  
	
   

  	
  Title:
  

  	
  Director

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  AMERIMAX
  FABRICATED PRODUCTS,

  	 

	
   

  	
   INC.

  	 

	
   

  	
  AMERIMAX
  BUILDING PRODUCTS, INC.

  	 

	
   

  	
  AMERIMAX
  RICHMOND COMPANY

  	 

	
   

  	
  AMERIMAX
  FINANCE COMPANY, INC.

  	 

	
   

  	
  AMERIMAX
  HOME PRODUCTS, INC.

  	 

	
   

  	
  AMERIMAX
  DIVERSIFIED PRODUCTS,

  	 

	
   

  	
   INC.

  	 

	
   

  	
  AMERIMAX
  PENNSYLVANIA, INC.

  	 

	
   

  	
  FABRAL
  HOLDINGS, INC.

  	 

	
   

  	
  FABRAL,
  INC.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
  R.
  Scott Vansant

  	 

	
   

  	
  Title:

  	
  Chief
  Financial Officer

  	 

									



 





















 


	
   

  	
  ELLBEE
  LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BERGER
  HOLDINGS, LTD.

  
	
   

  	
  BERGER
  BROS COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  R.
  Scott Vansant

  
	
   

  	
  Title:

  	
  Vice
  President and Chief Financial Officer

  
					



 





















 


	
   

  	
  ISSUER
  AND AGENT:

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL

  
	
   

  	
  ASSOCIATION
  (successor by merger to FIRST

  
	
   

  	
  UNION
  NATIONAL BANK)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
					



 





















 


	
   

  	
  LENDERS:

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL

  
	
   

  	
  ASSOCIATION
  (successor by merger to FIRST

  
	
   

  	
  UNION
  NATIONAL BANK), as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 





















 


	
   

  	
  LASALLE
  BANK NATIONAL ASSOCIATION,

  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
   

  	
  FLEET
  NATIONAL BANK, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
   

  	
  SUNTRUST
  BANK, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
   

  	
  BANK
  OF AMERICA, N.A., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


EXHIBIT L




FORM OF
LETTER OF CREDIT REQUEST


 


Wachovia Bank, National
Association, as

Agent for the

  Lenders and the Issuer

  referred to below


 


	
  191 Peachtree Street
  N.E.

  Mail Code: GA 8056, 30th Floor

  	
                            
        , 20     

  



Atlanta, Georgia 30303

Attn:  Joseph White


 


and


 


201 S. College Street

CP-8

Charlotte, North Carolina 28288

Attn:  Sue Patterson


 


and


 


Wachovia Bank, National
Association

3 Bishopsgate,

London EC2N 3

England

Attn:  Maureen Hart


 


 


 


Re:  Euramax Third Amended and Restated Credit
Agreement


 


Ladies and Gentlemen:


 


Reference is made to the Third Amended and Restated
Credit Agreement, dated as of October 9, 2003 (said Agreement, as it may
be amended, restated, supplemented, or otherwise modified from time to time,
being the “Credit Agreement” and capitalized terms not defined herein but
defined therein being used herein as therein defined), among Amerimax
Fabricated Products, Inc., Euramax Holdings Limited, Euramax Netherlands
B.V., and Euramax Europe B.V. (the “Borrowers”), each of the other Loan Parties
referred to therein, the banks and financial institutions party thereto from
time to time as lenders (the “Lenders”), the Issuer referred to therein and
Wachovia Bank, National Association, as Agent for the Lenders and said Issuer.


 





















 


Pursuant to Section 2.18 of the Credit Agreement,
this writing represents notice of the undersigned’s requested issuance by the
Issuer of a Letter of Credit on behalf of [U.S. Operating Co.] [U.K. Operating Co.]  [Dutch Operating Co.]
in the form of a letter of credit, for the benefit of                       ,(1)
in the amount of $                      ,(2)
to be issued on                       ,(3)
20    (the “Issue Date”) and having an expiry date of                      ,(4)
20   .


 


The form of the requested Letter of Credit is attached
hereto.


 


The undersigned hereby certifies that (i) the
representations and warranties of the undersigned contained in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects on and as of the date hereof and will continue to be true and correct
on and as of the date of issuance of such Letter of Credit; (ii) no
Default or Event of Default is existing or will result from the issuance of
such proposed Letter of Credit; and (iii) the conditions set forth in Article III
and Section 2.18(a) of the Credit Agreement have been satisfied.


 


	
   

  	
  [AMERIMAX
  FABRICATED PRODUCTS, INC.]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [EURAMAX
  EUROPE B.V.]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [EURAMAX
  HOLDINGS LIMITED]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
										



 










(1) Insert name and address of beneficiary.


 


(2) Aggregate maximum stated amount of Letter of
Credit.


 


(3) Insert requested date of issuance.


 


(4) Insert last date upon which drafts may be
presented, which date shall be no later than the third Business Day prior to
the Revolving Credit Commitment Termination Date.


 





















 


	
   

  	
  [EURAMAX
  NETHERLANDS B.V.]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: