**Exhibit 10.6**

** **

SECOND AMENDMENT TO

THIRD AMENDED AND RESTATED CREDITAGREEMENT

 

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATEDCREDIT AGREEMENT (this “Amendment”) is dated as of January 11, 2005, byand among AMERIMAX FABRICATED PRODUCTS, INC., a Delaware corporation (“U.S.Operating Co.”); EURAMAX HOLDINGS LIMITED, a company organized under thelaws of England and Wales (“U.K. Operating Co.”); EURAMAX EUROPE B.V., acompany organized under the laws of The Netherlands (“Dutch OperatingCo.”); EURAMAX NETHERLANDS B.V., a company organized under the laws of TheNetherlands (“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 ofEngland and Wales (“Newco U.K.”); EURAMAX INTERNATIONAL LIMITED, acompany organized under the laws of England and Wales (“Euramax”);AMERIMAX U.K., INC. (f/k/a Amerimax Holdings, Inc.), a Delawarecorporation (“Amerimax U.K.”); EURAMAX EUROPEAN HOLDINGS LIMITED, acompany organized under the laws of England and Wales (“U.K. Holdings”);EURAMAX EUROPE LIMITED, a company organized under the laws of England andWales (“U.K. Company”);  EURAMAXCONTINENTAL LIMITED, a company organized under the laws of England andWales (“Newco U.K. II”); EURAMAX EUROPEAN HOLDINGS B.V., a companyorganized under the laws of The Netherlands (“Dutch Holdings”); EURAMAXINTERNATIONAL HOLDINGS B.V., a company organized under the laws of TheNetherlands (“Euramax International Holdings B.V.”); the “OperatingCompany Subsidiaries” party thereto (such Operating Company Subsidiariestogether 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 InternationalHoldings B.V. referred to collectively herein as the “Loan Parties”); “Lenders”party thereto; and WACHOVIA BANK, NATIONAL ASSOCIATION, a national bankingassociation (in its capacities as “Lender,” “Issuer,” and “Agent”);

 

WITNESSETH:

 

WHEREAS, each of the Borrowers, the Loan Parties, theLenders, the Issuer, and the Agent executed and delivered that certain ThirdAmended and Restated Credit Agreement dated as of October 9, 2003, asamended by that certain First Amendment to Third Amended and Restated CreditAgreement 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 Partieshas requested, and each of the Lenders party hereto, the Issuer, and the Agenthas agreed to, certain amendments to the Credit Agreement, subject to the termsand conditions hereof;

 

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

 

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# 1.             Definitions.  Unless otherwise specifically defined herein,each term used herein which is defined in the Credit Agreement shall have themeaning 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 “thisAgreement” and each other similar reference contained in the Credit Agreementshall from and after the date hereof refer to the Credit Agreement as amendedhereby.

#  

# 2.             Amendmentsto Credit Agreement.

#  

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

##  

2.18  Letterof Credit Facility.  (a) On theterms and subject to the conditions contained in this Agreement, the Issueragrees to issue, at the request of any Borrower and for the account of suchBorrower, one or more letters of credit (each such letter of credit, a “Letterof Credit”), denominated in Dollars or in an Alternative Currency, from time totime during the period commencing on the Effective Date and ending on theearlier to occur of (a) the Termination Date or (b) the date which is30 days before the Final Maturity Date; provided, however, that the Issuershall not be under any obligation to issue any Letter of Credit if:

 

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

##  

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

 

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

##  

# 3.             Restatementof Representations and Warranties. Each of the Borrowers and the Loan Parties hereby restates and renewseach and every representation and warranty heretofore made by it in the CreditAgreement and the other Credit Documents as fully as if made on the date hereofand with specific reference to this Amendment and all other Credit Documentsexecuted and/or delivered in connection herewith (except to the extent that anysuch representation and warranty has been duly waived in writing and then onlywith respect to the particular instance for which such waiver or waivers weregranted).

#  

# 4.             Effectof Amendment.  Except as set forthexpressly hereinabove, all terms of the Credit Agreement and the other CreditDocuments shall be and remain in full force and effect, and shall constitutethe legal, valid, binding and enforceable obligations of each of the partieshereto.  The amendment contained hereinshall be deemed to have prospective application only, unless otherwisespecifically stated herein.

#  

# 5.             Ratification.  Each of the Borrowers and the Loan Partieshereby restates, ratifies and reaffirms each and every term, covenant andcondition set forth in the Credit Agreement and the other Loan Documentseffective as of the date hereof (except to the extent that any such term,

 

2

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

#  

# 6.             Counterparts.  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which may be delivered by facsimile and which when so executed and delivered(including counterparts delivered by facsimile) shall be deemed to be anoriginal and all of which counterparts, taken together, shall constitute butone and the same instrument.

#  

# 7.             Section References.  Section titles and references used inthis Amendment shall be without substantive meaning or content of any kindwhatsoever and are not a part of the agreements among the parties heretoevidenced hereby.

#  

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

#  

# 9.             FurtherAssurances.  Each of the Borrowersand the Loan Parties agree to take such further actions as the Agent shallreasonably request in connection herewith to evidence the amendments hereincontained.

#  

# 10.           GoverningLaw.  This Amendment shall begoverned by and construed and interpreted in accordance with, the laws of theState of New York.

#  

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

#  

# 12.           ConditionsPrecedent.  This Amendment shall beeffective upon the Agent’s receipt of executed and delivered signature pages heretofrom each of the Borrowers, the Loan Parties, the Majority Lenders, the Issuer,and the Agent.

#  

[SIGNATURES ONFOLLOWING PAGES]

 

3

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IN WITNESS WHEREOF, each of the Borrowers, the LoanParties, the following Lenders, the Issuer, and the Agent have caused thisAmendment to be duly executed, under seal, by its duly authorized officer as ofthe 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:                               |                     |
|        |                                      |                          |  |  |  |  |  |

 

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|   | 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 |   |
|        |                                                        |                          |  |  |  |  |  |  |

 

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|   | ELLBEE  LIMITED        |
|--------|------------------------|
|   |                   |
|   | By:                    |   |
|   | Name:                  |
|   | Title:                 |
|   |                   |
|   |                   |
|   | BERGER  HOLDINGS, LTD. |
|   | BERGER  BROS COMPANY   |
|   |                   |
|   | By:                    |   |
|   | Name:                  | R.  Scott Vansant |
|   | Title:                 | Vice  President and Chief Financial Officer |
|        |                        |  |  |  |

 

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|   | ISSUER  AND AGENT:                         |   |
|--------|--------------------------------------------|--------|
|   |                                       |
|   | WACHOVIA  BANK, NATIONAL                   |
|   | ASSOCIATION  (successor by merger to FIRST |
|   | UNION  NATIONAL BANK)                      |
|   |                                       |
|   |                                       |
|   | By:                                        |   |
|   | Name:                                      |   |
|   | Title:                                     |
|        |                                            |        |  |  |

 

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|   | LENDERS:                                   |   |
|--------|--------------------------------------------|--------|
|   |                                       |
|   | WACHOVIA  BANK, NATIONAL                   |
|   | ASSOCIATION  (successor by merger to FIRST |
|   | UNION  NATIONAL BANK), as Lender           |
|   |                                       |
|   |                                       |
|   | By:                                        |   |
|   | Name:                                      |
|   | Title:                                     |
|        |                                            |        |  |

 

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|   | LASALLE  BANK NATIONAL ASSOCIATION,  as Lender |
|--------|------------------------------------------------|
|   |                                           |
|   |                                           |
|   | By:                                            |   |
|   | Name:                                          |
|   | Title:                                         |

 

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|   | PNC  BANK, NATIONAL ASSOCIATION, |
|--------|----------------------------------|
|   | as  Lender                       |
|   |                             |
|   |                             |
|   | By:                              |   |
|   | Name:                            |
|   | Title:                           |

 

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|   | FLEET  NATIONAL BANK, as Lender |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             |   |
|   | Name:                           |
|   | Title:                          |

 

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|   | SUNTRUST  BANK, as Lender |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       |   |
|   | Name:                     |
|   | Title:                    |

 

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|   | BANK  OF AMERICA, N.A., as Lender |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   |
|   | Name:                             |
|   | Title:                            |

 

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**EXHIBIT L**

**FORM OFLETTER OF CREDIT REQUEST**

 

Wachovia Bank, NationalAssociation, asAgent for the  Lenders and the Issuer  referred to below

 
| 191 Peachtree Street  N.E.  Mail Code: GA 8056, 30th Floor |                                   , 20      |
|------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Atlanta, Georgia 30303Attn:  Joseph White

 

and

 

201 S. College StreetCP-8Charlotte, North Carolina 28288Attn:  Sue Patterson

 

and

 

Wachovia Bank, NationalAssociation3 Bishopsgate,London EC2N 3EnglandAttn:  Maureen Hart

 

 

 

Re:  Euramax Third Amended and Restated CreditAgreement

 

Ladies and Gentlemen:

 

Reference is made to the Third Amended and RestatedCredit Agreement, dated as of October 9, 2003 (said Agreement, as it maybe amended, restated, supplemented, or otherwise modified from time to time,being the “Credit Agreement” and capitalized terms not defined herein butdefined therein being used herein as therein defined), among AmerimaxFabricated Products, Inc., Euramax Holdings Limited, Euramax NetherlandsB.V., and Euramax Europe B.V. (the “Borrowers”), each of the other Loan Partiesreferred to therein, the banks and financial institutions party thereto fromtime to time as lenders (the “Lenders”), the Issuer referred to therein andWachovia Bank, National Association, as Agent for the Lenders and said Issuer.

 

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Pursuant to Section 2.18 of the Credit Agreement,this writing represents notice of the undersigned’s requested issuance by theIssuer 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 attachedhereto.

 

The undersigned hereby certifies that (i) therepresentations and warranties of the undersigned contained in the CreditAgreement and the other Loan Documents are true and correct in all materialrespects on and as of the date hereof and will continue to be true and correcton and as of the date of issuance of such Letter of Credit; (ii) noDefault or Event of Default is existing or will result from the issuance ofsuch proposed Letter of Credit; and (iii) the conditions set forth in Article IIIand 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: |
|        |                                       |  |  |  |  |  |  |  |  |

 

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(1) Insert name and address of beneficiary.

 

(2) Aggregate maximum stated amount of Letter ofCredit.

 

(3) Insert requested date of issuance.

 

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

 

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|   | [EURAMAX  NETHERLANDS B.V.] |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | By:                         |   |   |
|   |                        | Name: |
|   |                        | Title: |
|        |                             |  |  |  |

 

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