Exhibit
10.1


 


FIRST AMENDMENT TO


 


THIRD AMENDED AND RESTATED CREDIT
AGREEMENT


 


THIS FIRST
AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
dated as of May 28, 2004, 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 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, 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, 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.               Amendment to
Section 1.1 of Credit Agreement.


 


(a)          Section 1.1 of the
Credit Agreement hereby is amended by deleting the definitions of “Applicable
Base Rate Margin” and “Applicable Eurocurrency Margin” in their entirety and
substituting the following therefor:


 


“Applicable Base Rate Margin” and “Applicable Eurocurrency Margin”
mean, as to each Revolving Credit Loan or Term Loan, as applicable, the
percentage per annum for such Loan determined from the following table and
corresponding to the Ratio of Total Debt to EBITDA in effect as of the most
recent Calculation Date (as defined below); provided, however,
that (a) for the period commencing on October 8, 2003, through and
including March 31, 2004, the Applicable Base  Rate Margin and the Applicable Eurocurrency Margin shall be based
on the percentages set forth below for Level III (as determined by reference to
the following table) and (b) for the period commencing April 1, 2004, and
ending on the first Calculation Date thereafter (which first such date shall be
forty-five days after the end of the Fiscal Quarter ending March 26,
2004), the Applicable Base Rate Margin and the Applicable Eurocurrency Margin
shall be based on the percentages set forth below for Level IV (as determined
by reference to the following table):


 


	
  Level

  	
   

  	
  Type of Loan

  	
   

  	
  Ratio of

  Total Debt to

  EBITDA

  	
   

  	
  Applicable Base

  Rate Margin

  	
   

  	
  Applicable

  Eurocurrency

  Margin

  	
   

  
	
  I

  	
   

  	
  Revolving
  Credit Loans

  	
   

  	
  Equal
  to or greater than 4.25 to 1.00

  	
   

  	
  2.00

  	
  %

  	
  3.00

  	
  %

  
	
  II

  	
   

  	
  Revolving
  Credit Loans

  	
   

  	
  Equal
  to or greater than 3.75 to 1.00

  	
   

  	
  1.75

  	
  %

  	
  2.75

  	
  %

  
	
  III

  	
   

  	
  Revolving
  Credit Loans

  	
   

  	
  Equal
  to or greater than 3.25 to 1.00

  	
   

  	
  1.50

  	
  %

  	
  2.50

  	
  %

  
	
  IV

  	
   

  	
  Revolving
  Credit Loans

  	
   

  	
  Less
  than 3.25 to 1.00

  	
   

  	
  1.00

  	
  %

  	
  2.25

  	
  %

  



 


2

















 


	
  Level

  	
   

  	
  Type of Loan

  	
   

  	
  Ratio of

  Total Debt to

  EBITDA

  	
   

  	
  Applicable Base

  Rate Margin

  	
   

  	
  Applicable

  Eurocurrency

  Margin

  	
   

  
	
  I

  	
   

  	
  Term
  Loans

  	
   

  	
  Equal
  to or greater than 4.25 to 1.00

  	
   

  	
  2.25

  	
  %

  	
  3.25

  	
  %

  
	
  II

  	
   

  	
  Term
  Loans

  	
   

  	
  Equal
  to or greater than 3.75 to 1.00

  	
   

  	
  2.00

  	
  %

  	
  3.00

  	
  %

  
	
  III

  	
   

  	
  Term
  Loans

  	
   

  	
  Equal
  to or greater than 3.25 to 1.00

  	
   

  	
  1.75

  	
  %

  	
  2.75

  	
  %

  
	
  IV

  	
   

  	
  Term
  Loans

  	
   

  	
  Less
  than 3.25 to 1.00

  	
   

  	
  1.25

  	
  %

  	
  2.50

  	
  %

  



 


Each of the
Applicable Base Rate Margin and the Applicable Eurocurrency Margin shall be
determined and adjusted quarterly on each date (each a “Calculation Date”)
which is forty-five days after the last day of each Fiscal Quarter from the
Ratio of Total Debt to EBITDA reported in the Ratio Notice delivered with
respect to such Fiscal Quarter; provided, however, that if
Euramax U.S. fails to provide the Ratio Notice as required by and within the
time limits set forth in the definition of “Ratio Notice” in Section 1.1
hereof, the Applicable Base Rate Margin and the Applicable Eurocurrency Margin
from the applicable date of such failure shall be based on Level I until such
Ratio Notice is provided, whereupon the Applicable Base Rate Margin and the
Applicable Eurocurrency Margin, as applicable, shall be determined by the Ratio
of Total Debt to EBITDA duly reported in such Ratio Notice.  Except as set forth above, each of the
Applicable Base Rate Margin and the Applicable Eurocurrency Margin shall be
effective from one Calculation Date until the next Calculation Date.


 


(b)         Section 1.1 of the
Credit Agreement hereby is amended by deleting the definitions of “Level I Rate
Period”, “Level II Rate Period”, “Level III Rate Period”, and “Level IV Rate
Period” in their entirety.


 


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


 


3

















 


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,
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, 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 Lenders, the Issuer, and the Agent.


 


[SIGNATURES ON FOLLOWING PAGES]


 


4

















 


IN WITNESS WHEREOF, each
of the Borrowers, the Loan Parties, the 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:

  	
   

  	
   

  
								



 


5

















 


	
   

  	
  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
  COATED PRODUCTS, INC.

  
	
   

  	
  AMERIMAX
  RICHMOND COMPANY

  
	
   

  	
  AMERIMAX
  FINANCE COMPANY, INC.

  
	
   

  	
  AMERIMAX
  LAMINATED PRODUCTS, 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

  	
   

  
							



 


6

















 


	
   

  	
  ELLBEE
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BERGER
  HOLDINGS, LTD.

  
	
   

  	
  BERGER
  FINANCIAL CORP.

  
	
   

  	
  BERGER
  BROS COMPANY

  
	
   

  	
  COPPER
  CRAFT, INC.

  
	
   

  	
  WALKER
  METAL PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  R.
  Scott Vansant

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President and Chief Financial Officer

  	
   

  
								



 


7

















 


	
   

  	
  ISSUER
  AND AGENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL

  
	
   

  	
  ASSOCIATION
  (successor by merger to FIRST

  
	
   

  	
  UNION
  NATIONAL BANK)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


8

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL

  
	
   

  	
  ASSOCIATION
  (successor by merger to FIRST

  
	
   

  	
  UNION
  NATIONAL BANK), as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


9

















 


	
   

  	
  LASALLE
  BANK NATIONAL ASSOCIATION, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


10

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


11

















 


	
   

  	
  FLEET
  NATIONAL BANK, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


12

















 


	
   

  	
  SUNTRUST
  BANK, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


13

















 


	
   

  	
  BANK
  OF AMERICA, N.A., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


14