Exhibit

10.2




 




AMENDMENT

NO 3 AND CONSENT


TO


EURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENT




 




AMENDMENT NO. 3  AND CONSENT (this “Amendment”), dated as of

August 6, 2003, to the Second Amended and Restated Credit Agreement, dated as

of March 15, 2002 (as amended to the date hereof, the “Credit

Agreement”), among Euramax International, Inc., a Delaware

corporation (the “Euramax U.S.”), the Borrowers and other Loan Parties

referred to therein, the financial institutions from time to time party thereto

as lenders (the “Lenders”), the financial institutions from time to time

party thereto as issuers (the “Issuers”) and BNP Paribas, acting through

its New York branch (“Paribas”), as agent for such Lenders and

Issuers (in such capacity, the “Agent”). 

Capitalized terms used herein but not defined herein are used as defined

in the Credit Agreement on the date hereof prior to the effectiveness of this

Amendment.




 




W I T N E S S E T H:




 




WHEREAS, the Loan

Parties, the Lenders, the Issuers and the Agent are party to the Credit

Agreement;




 




WHEREAS, the Loan

Parties have notified the Agent that:




 




(i) Euramax U.S., Euramax, UK Holdings

and Dutch Holdings wish to repay, on or before August 31, 2003 (or such later

date as shall be acceptable to the Agent), some or all of the Senior

Subordinated Notes through a tender offer and consent solicitation initiated by

Euramax U.S. on July 10, 2003 on terms and conditions acceptable to the

Lenders (the “Tender Offer”);




 




(ii) Euramax U.S., Euramax, UK Holdings

and Dutch Holdings want to redeem or repurchase the remaining Senior

Subordinated Notes (if any) on or before December 31, 2003 (or such later

date as may be acceptable to the Agent) in compliance with the terms of the

Senior Subordinated Debt Documents and on terms and conditions acceptable to

the Lenders (the “Redemption”);




 




(iii) the Loan Parties want to pay for

the Tender Offer using the proceeds of the issuance of new senior subordinated

notes (the “New

Senior Subordinated Notes”) to be completed on or before

August 31, 2003 (or such later date as shall be acceptable to the Agent)

by Euramax U.S. and Euramax International Holdings B.V., a direct Subsidiary of

Euramax U.S. (“New Dutch Holdings”) in an aggregate principal amount not to

exceed $200,000,000 on terms and conditions acceptable to the Lenders (the “New Issuance”);

and




 




(iv) New Dutch Holdings wishes to

purchase the Stock of Dutch Holdings from Newco U.K. II on or before

December 31, 2003 (or such later date as shall be acceptable to the Agent)

and on terms and conditions acceptable to the Lenders (the “Affiliate

Stock Transfer”)




 




(the consummation of such

Tender Offer, Redemption, New Issuance and Affiliate Stock Transfer, in each

case within the time limits prescribed in this recital (if any), the payment by

any Loan Party of repayment premiums and interest as part of the Tender Offer

and the Redemption (the “Premium”) in an aggregate amount not to

exceed $12,500,000 (the “Premium Limit”) and the payment of fees

and expenses of the Loan Parties related to any of the Tender Offer,




 





























 




Redemption, New Issuance and

Affiliate Stock Transfer (the “Fees”) in an amount not to exceed

$10,000,000 (the “Fees Limit”), including, without limitation, a payment to

the Advisor in an amount not to exceed $2,000,000 pursuant to, and in accordance

with, the Advisory Agreement are collectively referred to hereinafter as the “Specified

Transactions”));




 




WHEREAS, the Loan

Parties have requested that the Agent and the Majority Lenders (a) consent

to the Specified Transactions, effective as of and from the Amendment Effective

Date and (b) further amend the Credit Agreement as set forth herein; and




 




WHEREAS, the Lenders

party to this Agreement (constituting the Majority Lenders) and the Agent

agree, subject to the limitations and conditions set forth herein, to

(a) consent to the Specified Transactions, effective as of and from the

Amendment Effective Date and (b) further amend the Credit Agreement as set

forth herein;




 




NOW, THEREFORE,  in

consideration of the premises and the covenants and obligations contained

herein the parties hereto agree as follows:




 




Section 1.              Consent




 




Effective

as of the Amendment Effective Date and subject to the satisfaction (or due

waiver by the Agent) of the conditions set forth in Section 3 (Conditions Precedent

to the Effectiveness of this Amendment) hereof, the Lenders party to

this Amendment, constituting the Majority Lenders, and the Agent consent to the

Specified Transactions and waive any Events of Default resulting thereby under

the Loan Documents; provided, however, that the waiver set

forth in this Section 1shall not excuse any failure to comply after, in

the case of each Specified Transaction, the time periods specified herein for

completion of such Specified Transaction with the Credit Agreement as amended

hereby.  Anything else in this Amendment

notwithstanding, this Amendment is not intended to excuse any departure from,

or otherwise to operate as a waiver or modification of, whether in whole or in

part and whether before or after the Amendment Effective Date, Section

7.6(d) (Investment) except to authorize escrow, trust and similar

arrangements (if any) made in accordance with the proviso of Section 5

(Covenant).




 




Section 2.              Amendments to the Credit Agreement




 




The Credit Agreement is, effective as of the

Amendment Effective Date and subject to the satisfaction (or due waiver by the

Agent) of the conditions set forth in Section 3 (Conditions Precedent to the

Effectiveness of this Amendment) hereof, hereby amended as follows:




 




(a)           Amendments to Article I (Definitions, Interpretation

and Accounting Terms)




 




(i)            The following

definitions for the following terms are hereby inserted in Section 1.1 (Defined Terms)

of the Credit Agreement in the appropriate place to preserve the alphabetical

order of the definitions in such section (and, if applicable, such definitions

shall replace in their entirety the corresponding existing definitions for such

terms in such section):




 




“Dutch Collateral Documents” means each Dutch Security

Agreement, the Additional Dutch Collateral Documents, the Further Additional




 




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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, the Euramax U.S. Pledge Agreement

(Dutch) and the Euramax International Holdings B.V. Collateral Documents, 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.




 




“Dutch

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

the Dutch Operating Co. Guaranty, the Euramax International Holdings B.V.

Guaranty  and

the Dutch Subsidiary Guaranties, each governed by the Applicable Governing Law.




 




“Euramax International Holdings B.V.” means Euramax

International Holdings B.V., a company organized under the laws of The

Netherlands.




 




“Euramax International Holdings B.V. Collateral Documents” means

each of (1) the Deed of Pledge executed by Euramax International Holdings

B.V. in respect of all of the assets held by Euramax International Holdings

B.V. for the benefit of the Guarantied Parties, as amended, supplemented or

otherwise modified from time to time and (2) when executed or purported to

be executed and delivered by Euramax International Holdings B.V., the Euramax

International Holdings B.V. Pledge Agreement and any similar pledge or security

agreement, in each case, executed or purported to be executed to ensure that

the Secured Parties shall have a Lien in all assets of Euramax International

Holdings B.V. as security for all Guarantied Obligations of Euramax

International Holdings B.V.




 




“Euramax International Holdings B.V. Guaranty” means the

Guaranty, dated as of August 6, 2003, executed by Euramax International

Holdings B.V. in favor of the Guarantied Parties, as amended, supplemented or

otherwise modified from time to time, pursuant to which Euramax International

Holdings B.V. has unconditionally guarantied its Guarantied Obligations.




 




“Euramax International Holdings B.V. Pledge Agreement” means a

deed of pledge executed or to be executed by Euramax International Holdings

B.V. in respect of all of the Stock and Stock Equivalents of Dutch Holdings, in

each case as amended, supplemented or otherwise modified from time to time, to

secure the Guarantied Obligations of Euramax International Holdings B.V.




 




“Euramax U.S. Pledge Agreement (Dutch)” means the pledge

agreement, dated as of August 6, 2003 executed by Euramax U.S. and the Agent

and acknowledged by Euramax International Holdings B.V., as amended,




 




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supplemented or otherwise modified from time

to time, pursuant to which Euramax U.S. pledged to the Agent, for the ratable

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

without limitation, the Stock of Euramax International Holdings B.V. to secure

the Guarantied Obligations of Euramax U.S., provided that only 65% of

the Stock of Euramax International Holdings B.V. shall secure the Excluded U.S.

Liabilities.




 




“Existing Related Documents” means 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 Preference Shares and the equity of Euramax U.S. or the

management of Euramax U.S.




 




“First 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.




 




“First Senior Subordinated Notes” means 111⁄4% Senior Subordinated

Notes due 2006, in an aggregate principal amount not to exceed $30,000,000 and

issued by Euramax, Dutch Holdings and U.K. Holdings pursuant to the First

Senior Subordinated Indenture, including, without limitation, notes issued in

replacement or in exchange thereof pursuant to the Registration Rights

Agreement dated as of September 25, 1996.




 




“Foreign Holding Company” means each of Newco U.K., Euramax,

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

Euramax International Holdings B.V.




 




“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; and




 




(b)           as to each Foreign

Loan Party:  (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 or any other Collateral Document executed by such

Loan Party.




 




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“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 Euramax U.S. Pledge Agreement (Dutch), the Euramax

International Holdings B.V. Collateral Documents, 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.




 




“Related Documents” means each Existing Related Document, the

Senior Subordinated Debt Documents, the Advisory Agreement and the Stock

Purchase Agreement (together with the certificate delivered to the Lenders to

certify as to the consummation of the stock transfers contemplated in the Stock

Purchase Agreement) and each other document and instrument executed with

respect thereto or with respect to any of these or with respect to the issuance

of the Senior Subordinated Notes.




 




“Second Senior Subordinated Indenture” means the Indenture,

dated as of August 6, 2003, made by Euramax U.S. and Euramax International

Holdings B.V., as issuers, in favor of the Trustee thereunder, pursuant to

which the Second 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.




 




“Second Senior Subordinated Notes” means $200,000,000 in

aggregate principal amount of 8 1/2 % Senior Subordinated Notes due 2011 issued

by Euramax U.S. and Euramax International Holdings B.V. pursuant to the Second

Senior Subordinated Indenture, including, without limitation, notes issued in

replacement or in exchange thereof pursuant to the Registration Rights

Agreement dated as of August 6, 2003.




 




“Senior Subordinated Indentures” means, collectively, the First

Senior Subordinated Indenture and the Second Senior Subordinated Indenture.




 




“Senior Subordinated Notes” means, collectively, the First

Senior Subordinated Notes and the Second Senior Subordinated Notes.




 




“Senior Subordinated Debt Documents” means the Senior

Subordinated Indentures and the Senior Subordinated Notes.




 




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(b)           Amendment to Article II (Amounts and Terms of the

Loans)




 




Clause (a)

of

Section 2.20 (Covenant to Pay) of the Credit Agreement is

hereby amended and restated to read in its entirety as follows:




 




(a)           For value received, each of Dutch

Holdings, Euramax International Holdings B.V., Dutch Company, Dutch

Operating Co. and Coated Products B.V. and each other Loan Party incorporated

and existing under the laws of The Netherlands (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”).




 




(c)           Amendments to Article IV (Representations and

Warranties)




 




(i)            Clause (b)

of Section 4.8 (Ownership; Subsidiaries) of the Credit

Agreement is hereby amended and restated to read in its entirety as follows:




 




(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

Indentures.  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.




 




(ii)           Clause (b)

of Section 4.20 (Related Documents) of the Credit

Agreement is hereby amended and restated to read in its entirety as follows:




 




(b)           Pursuant

to each Senior Subordinated Indenture including, without limitation, Articles

Eight and Twelve thereof, 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 such

Senior Subordinated Indenture) and the holders




 




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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 such Senior Subordinated Indenture),

respectively.




 




(d)           Amendment to Article VI (Affirmative Covenants).  A new Section 6.23 (Additional Collateral and

Guaranties) is hereby added at the end of Article VI (Affirmative Covenants)

to read in its entirety as follows:




 




6.23         Additional

Collateral and Guaranties.  To the

extent not delivered to the Agent on or before the Effective Date (including,

without limitation, in respect of after-acquired property and Persons that

become Subsidiaries of any Loan Party before or after the Effective Date), each

Borrower agrees promptly to do, or cause each Subsidiary of Euramax U.S. to do,

each of the following, unless otherwise agreed by the Agent:




 




(a)           deliver to the Agent such

duly-executed guarantees (including, without limitation, as the case may be,

foreign guaranties and similar agreements) and related documents, in each case

in form and substance reasonably satisfactory to the Agent and as the Agent

deems necessary or advisable in order to ensure that each Person planning to

enter, having entered, having agreed to enter or which any Loan Party has

agreed to cause to enter into Contingent Obligations in respect of any Senior

Subordinated Note and each Subsidiary of each Loan Party unconditionally guaranties,

as primary obligor and not as surety, the full and punctual payment when due of

the Guarantied Obligations or any part thereof for the benefit of the

Guarantied Parties;




 




(b)           deliver to the Agent such

duly-executed pledges, security agreements and, if applicable, other Collateral

Documents (including, without limitation, as applicable, foreign charges,

pledges, security agreements and similar Collateral Documents), in each case in

form and substance reasonably satisfactory to the Agent and as the Agent deems

necessary or advisable in order to (i) effectively grant to the Agent, for

the benefit of the Guarantied Parties, a valid, perfected and enforceable

first-priority security interest (or equivalent in a foreign jurisdiction) in

the Stock and Stock Equivalents and other debt securities owned by any Person

planning to enter, having entered, having agreed to enter or which any Loan

Party has agreed to cause to enter into Guaranty Obligations of any Senior

Subordinated Note or by any Loan Party or any Subsidiary of any Loan Party and

(ii) effectively grant to the Agent, for the benefit of the Guarantied

Parties, a valid, perfected and enforceable first-priority security interest

(or the equivalent in any non-U.S. jurisdiction) in all property interests and

other assets of any Person planning to enter, having entered, having agreed to

enter or which any Loan Party has agreed to cause to enter into Guaranty

Obligations of any Senior Subordinated Note or of any Loan Party or any

Subsidiary of any Loan Party; provided,  that, unless

(x) Euramax U.S. and the Agent otherwise agree or (y) such pledge or

grant can be made without resulting in any material adverse tax consequences

for the Loan Parties and their Subsidiaries, taken as a whole (including,

without limitation, any Person that becomes a Loan Party as a result of such

pledge or grant), in no




 




7





























 




event shall any Loan Party or any Subsidiary thereof be required to

pledge (i) in excess of 65% of the outstanding Voting Stock of any direct

Foreign Subsidiary of Euramax U.S. or of its Domestic Subsidiaries or

(ii) unless such Stock is otherwise held by Euramax U.S. and its Domestic

Subsidiaries, any of the Stock of any Foreign Subsidiary of such direct Foreign

Subsidiary;




 




(c)           deliver to the Agent all certificate,

instruments and other documents representing all Stock, debt instruments and

all other Stock, Stock Equivalents and other debt securities being pledged

pursuant to the Loan Documents executed pursuant to clause (b)  above,

together with (i) in the case of certificated Stock and Stock Equivalents,

undated stock powers endorsed in blank and (ii) in the case of debt

instruments and other certificated debt securities, endorsed in blank, in each

case executed and delivered by a Responsible Officer of such Loan Party or such

Subsidiary thereof, as the case may be;




 




(d)           to take such other actions necessary

or advisable to ensure the validity or continuing validity of the guaranties

required to be given pursuant to clause (a) above or to create,

maintain or perfect the security interest required to be granted pursuant to clause (b)  above,

including, without limitation, the filing of UCC financing statements in such

jurisdictions as may be required by the Collateral Documents or by law or as

may be reasonably requested by the Agent; and




 




(e)           if requested by the Agent, deliver to

the Agent legal opinions relating to the matters described above, which

opinions shall be in form and substance, and from counsel, reasonably

satisfactory to the Agent.




 




(e)           Amendments to Article VII (Negative Covenants)




 




(i)            Clause (a)(ix)

of Section 7.2 (Indebtedness) of the Credit Agreement is

hereby amended and restated to read in its entirety as follows:




 




(i)            (A) in the

case of Euramax, U.K. Holdings and Dutch Holdings, the First Senior

Subordinated Notes (provided, that no new First Senior Subordinated

Notes may be issued after August 6, 2003) and, in the case of Amerimax

U.K., Euramax U.S., Newco U.K., Newco U.K. II and U.S. Operating Co., the

subordinated guaranties thereof pursuant to the First Senior Subordinated

Indenture and (B) in the case of Euramax U.S. and Euramax International

Holdings B.V., the Second Senior Subordinated Notes and, in the case of the

Domestic Loan Parties, the subordinated guaranties thereof pursuant to the

Second Senior Subordinated Indenture;




 




(ii)           Clause (a)(v)

of Section 7.4 (Restricted Payments) of the Credit

Agreement is hereby amended and restated to read in its entirety as follows:




 




(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 Company prior to a Permitted Merger of

Dutch Operating Co. with and into Dutch Company or paid to any of




 




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U.K. Holdings, Euramax U.S., Euramax International Holdings B.V., 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

$3,500,000 and (2) the aggregate amount of such redemptions and

repurchases during the term of this Agreement shall not exceed $7,000,000 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)(A) by Euramax, U.K. Holdings and Dutch

Holdings to make regularly scheduled interest payments to the holders of First Senior

Subordinated Notes or to redeem the First Senior Subordinated Notes if

otherwise permitted hereunder and under the terms of the First Senior

Subordinated Note Indenture, provided that such payments are not made in

contravention of the subordination provisions thereof or of the First Senior

Subordinated Indenture and (B) by Euramax U.S. and Euramax International

Holdings B.V. to make regularly scheduled interest payments to the holders of

Second Senior Subordinated Notes if otherwise permitted hereunder and under the

terms of the Second Senior Subordinated Note Indenture; provided, that

such payments are not made in contravention of the subordination provisions

thereof or of the Second Subordinated Indenture, or (z) by the Loan

Parties to make regularly scheduled interest payments on their respective

Intercompany Notes;




 




(iii)          Clause (b)(i)(C)

of Section 7.4 (Restricted Payments) of the Credit

Agreement is hereby amended and restated to read in its entirety as follows:




 




(C) (1) redemptions

of the First Senior Subordinated Notes by Euramax, U.K. Holdings or Dutch

Holdings not in contravention of the terms of the First Subordinated Indenture

or (2) regularly scheduled interest payments (x) made by Euramax,

U.K. Holdings or Dutch Holdings on the First Senior Subordinated Notes or by

Euramax U.S. or Euramax International Holdings B.V. on the Second Subordinated

Notes, in each case provided that such interest payments are not made in

contravention of the subordination provisions thereof or of the corresponding

Senior Subordinated Indenture and (y) made by any Loan Party on its

Intercompany Notes;




 




(iv)          Clause (b)(ii) of

Section 7.4 (Restricted Payments) of the Credit Agreement is

hereby amended and restated to read in its entirety as follows:




 




(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 Indentures;




 




(v)           Clause (j) of

Section 7.6 (Investments) of the Credit Agreement is hereby

amended and restated to read in its entirety as follows:




 




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(j)            Investments

in Stock or Stock Equivalents of any Person, consisting of a redemption by

Euramax U.S. or Euramax International Holdings B.V.  in respect of the Second  Senior

Subordinated Notes (if otherwise permitted by this Agreement)  or

consisting of the acquisition of assets of any Person by any Loan Parties, to

the extent a first-priority, perfected security interest (or equivalent reasonably

satisfactory to the Agent) is granted by the Loan Parties (including, without

limitation, any Person that becomes a Loan Party as a result of such

acquisition) on such assets for the benefit of the Lenders in accordance with

Section 6.23, 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).




 




(vi)           Section 7.13 (Additional Richmond

Company, Euramax, French Holdings and Foreign Holding Company Provisions)

of the Credit Agreement is hereby amended and restated to read in its entirety

as follows:




 




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. 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., (ii) all of the Stock

of U.S. Operating Co. and (iii) all of the Stock of Euramax International

Holdings B.V.; (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, prior

to the direct or indirect transfer of all of such Stock to Euramax

International Holdings B.V., all of the Stock of Dutch Holdings;

(j) AFC shall not own any assets except any Intercompany Note issued in

AFC’s favor and (k) Euramax International Holdings B.V. shall not own any

assets except, after the direct or indirect transfer of all of such Stock from

Newco U.K. II, the Stock of Dutch Holdings and any Intercompany Note issued in

its favor.




 




10





























 




(vii)         Clause (j) of Section 8.1

(Events of Default) of the Credit Agreement is hereby amended and

restated to read in its entirety as follows:




 




(j)            Any Loan Party or

any Subsidiary of any Loan Party 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 Second Senior Subordinated Note, or pay any interest

thereunder other than regularly scheduled interest payments thereon made by

Euramax U.S. and Euramax International Holdings B.V. to the extent such

interest payments are not made in contravention of the subordination provisions

set forth in the Second 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 Indentures, (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;




 




(viii)        Clause (l) of

Section 8.1 (Events of Default) of the Credit Agreement is

hereby amended and restated to read in its entirety as follows:




 




(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, without limitation, 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 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., Euramax




 




11





























 




International Holdings B.V., Newco U.K. except, in the case of Newco U.K.,

Stock and Stock Equivalents owned in the name of the U.K. Trustee or its

nominee and, in each case, Qualifying Shares; (viii) Newco U.K.

shall fail to own all of the outstanding Stock and Stock Equivalents of Euramax

and Amerimax U.K.; (ix) Newco U.K. II shall fail to own, prior

to the transfer of all of such Stock and Stock Equivalents, directly or

indirectly, to Euramax International Holdings B.V., all of the outstanding

Stock and Stock Equivalents of Dutch Holdings, other than Qualifying Shares and

(x) Euramax International Holdings B.V. shall fail to own, after the

acquisition of all of such Stock from Newco U.K. II, all of the outstanding

Stock and Stock Equivalents of Dutch Holdings, other than Qualifying Shares, in each case referred to in subclauses

(i) through (x) 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;




 




(f)            Amendments to Schedules to the Credit Agreement




 




The contents of Part II

of Schedule 4.8 to the Credit Agreement are hereby

replaced in their entirety with the contents of Schedule 1 (Subsidiaries) hereto.




 




Section 3.              Conditions Precedent to the

Effectiveness of this Amendment




 




This Amendment shall become effective

on the date when, and only when, each of the following conditions precedent

shall have been satisfied (the “Amendment Effective Date”) or duly waived

by the Agent:




 




(a)           Certain Documents.  The Agent shall have received each of the

following, each dated the Amendment Effective Date (unless otherwise agreed by

the Agent), in form and substance satisfactory to the Agent and in sufficient

copies for each Lender:




 




(i)            this Amendment,

duly executed by each Loan Party, the Agent and Lenders constituting Majority

Lenders;




 




(ii)           a guaranty issued

by New Dutch Holdings for the benefit of the Guarantied Parties of (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 New Dutch Holdings;




 




(iii)          all pledge

agreements, security agreements and similar and other Collateral Document, in

each case in form and substance satisfactory to the Agent, deemed necessary or

appropriate by the Agent to ensure that the Agent, for the benefit of the Guarantied

Party holds a first-priority, perfected Lien in all Stock and all assets of New

Dutch Holdings;




 




(iv)          a

copy of each other agreement, document or instrument executed or scheduled to

be executed in connection with the Specified Transactions certified as true,

correct and complete by a Responsible Officer of Euramax U.S.; and




 




12





























 




(v)           such

additional documentation as the Agent may reasonably require;




 




(b)           Corporate

and Other Proceedings.  All

corporate, limited liability company, partnership and other proceedings, and

all documents, instruments and other legal matters in connection with the

transactions contemplated by this Amendment shall be reasonably satisfactory in

all respects to the Agent and each Lender;




 




(c)           Representations and Warranties.  Each of the representations and

warranties set forth in Section 4 (Representations and

Warranties)

hereof shall be true and correct on each date set forth in such Section 4;




 




(d)           Fees and Expenses Paid.  The Loan Parties shall have paid all

Obligations due, after giving effect to this Amendment, on or before the

Amendment Effective Date including, without limitation, the fees set forth in Section 6

(Fees and Expenses) hereof and  all costs and expenses of the Agent in

connection with the preparation, reproduction, execution and delivery of this

Amendment and all other Loan Documents entered into in connection herewith

(including, without limitation, the reasonable fees and out-of-pocket expenses

of counsel for the Agent with respect thereto and all other Loan Documents) and

all other costs, expenses and fees due under any Loan Document; and




 




(e)           Receipt of Proceeds.  The Swing Loans and the Revolving Loans

shall have been repaid in an amount not less than $42,500,000 (the “Minimum

Repayment Amount”).




 




Section 4.              Representations and Warranties




 




On and as of the Amendment Effective Date,

after giving effect to this Amendment, each Loan Party hereby represents and

warrants, as to itself and each of its Subsidiaries, to the Agent and each

Lender as follows:




 




(a)           Authorization; No Conflict.  The execution, delivery and

performance of this Amendment has been duly authorized by all necessary

corporate, limited liability company, partnership or other action on the part

of such Loan Party and such Subsidiaries, and this Amendment and the Loan

Documents as amended hereby, and the transactions contemplated hereby and

thereby, do not and will not (i) require any consent or approval of the

stockholders of any Loan Party or any of its Subsidiaries or any third party,

other than any consents or approvals that have already been obtained and which

remain in full force and effect, (ii) violate any Requirement of Law,

(iii) result in a breach of or constitute a default under any Contractual

Obligation to which any Loan Party or any of its Subsidiaries is a party or by

which any of them or their respective properties may be bound or affected or

(iv) result in, or require, the creation or imposition of any Lien of any

nature upon or with respect to any of the properties now owned or hereafter

acquired by any Loan Party or any of its Subsidiaries (other than pursuant to

the Loan Documents);




 




(b)           Permits.  All authorizations, consents, approvals of, licenses

of, or filings or registrations with, any court or Governmental Authority,

required in connection with the execution, delivery and performance by any Loan

Party of this Amendment and the performance by each Loan Party of the Loan

Documents as amended hereby, and the consummation by each Loan Party of the

transactions contemplated hereby and thereby, have been obtained, given, filed

or taken and are in full force and effect;




 




13





























 




(c)           Due Execution; Enforceability.  This Amendment has been duly executed

and delivered by each Loan Party and each of this Amendment and each Loan

Document as amended hereby constitutes the legal, valid and binding obligation

of each Loan Party thereto, enforceable against such Loan Party in accordance

with its terms, except as enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting

enforcement of creditors’ rights generally and by general equitable principles

(whether enforcement is sought by proceedings in equity or law);




 




(d)           No Litigation.  There exists no judgment, order,

injunction or other restraint prohibiting or imposing materially adverse

conditions upon the execution, delivery and performance of this Amendment or

the Loan Documents as amended hereby or upon the consummation of the

transactions contemplated hereby or thereby;




 




(e)           No Material Adverse Effect.  None of the transactions

contemplated by this Amendment or the Loan Documents as amended hereby will

result in a Material Adverse Effect, and the execution, delivery and

performance of this Amendment will not adversely affect the Liens of any

Collateral Document;




 




(f)            Related

Documents.  No provision of

any Related Document or any other Contractual Obligation of any Loan Party

would prohibit, restrict or impose any conditions on this Amendment or the

other Loan Documents as amended hereby, and no consent under any Related

Document or other Contractual Obligation (other than consents that have already

been obtained and remain in full force and effect) is required for the

execution, delivery or performance of this Amendment, or the other Loan

Documents as amended hereby, or for the consummation of any of the transactions

contemplated hereby, including, without limitation, the transactions contemplated

by the amendments set forth herein except as specifically contemplated hereby;




 




(g)           Representations and Warranties.  Each of the representations and

warranties contained in any Loan Document are true and correct on and as of the

Amendment Effective Date, in each case as if made on and as of such date and

except to the extent that such representations and warranties specifically

relate to a specific date, in which case such representations and warranties

are true and correct as of such specific date; provided, however,

that references therein to the “Credit Agreement” or Sections thereof

shall be deemed to refer to the Credit Agreement as amended hereby and after

giving effect to the consents and waivers set forth herein;




 




(h)           Events of Default.  No Default or Event of Default

has occurred and is continuing (except for those duly waived hereby); and




 




(i)            Subsidiaries.  Set

forth on Part

1 of Schedule 1 (Subsidiaries) hereto is a complete and

accurate list of all Loan Parties as of the Amendment Effective Date (both

before and after giving effect to the Specified Transactions), 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, without limitation, any Qualifying

Shares.  Set forth on Part 2

of Schedule 1

hereto is a complete and accurate list showing all Subsidiaries of

each Loan Party not listed on Part 1 of such Schedule as of the

Amendment Effective Date (both before and after giving effect to the Specified

Transactions) 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 Amendment Effective




 




14





























 




Date (both before and

after giving effect to the Specified Transactions), 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.  As of the Amendment Effective Date (both before and after giving

effect to the Specified Transactions), 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 the Persons listed on Schedule 1.




 




Section 5.              Covenant




 




Each Loan Party hereby covenants and agrees

that (i) the

Swing Loans and the Revolving Loans shall be repaid in an amount not less than

the Minimum Repayment Amount, (ii) all proceeds of the New

Issuance, to the extent not used to purchase the Senior Subordinated Notes as

part of the Tender Offer, to pay Premiums (not in excess of the Premium Limit)

or to pay Fees (not in excess of the Fees Limit) shall be used to repay the Swing

Loans and the Revolver (and, to the extent all Obligations are paid in full in

cash, to be placed in an escrow, trust or similar account on terms and

conditions, and from an escrow agent or trustee, acceptable to the Agent (an “Escrow”)

to the extent necessary to effectuate the Redemption and to pay the Premiums

and Expenses thereof); provided, however, that, if Euramax,

Dutch Holdings or U.K. Holdings validly sends, within two Business Days of the

completion of the Tender Offer (or such later date as may be acceptable to the

Agent), an irrevocable notice for the Redemption of all remaining Senior

Subordinated Notes not purchased in the Tender Offer, which notice shall be in

accordance with the Senior Subordinated Indenture, and such notice is effective

to mandate an irrevocable Redemption of such Senior Subordinated Notes not more

than 30 days after such notice is effectively sent, then, the proceeds of the

New Issuance (other than the Minimum Repayment Amount, which shall be used, in

any case, to repay the Swing Loans and the Revolving Loans) may be kept in an

Escrow to the extent necessary to effectuate such Redemption of the Senior

Subordinated Notes and to pay the Premiums and Expenses for such Redemption

(not in excess, together with all other Premiums and Expenses, of the Premium

Limit and Redemption Limits respectively).




 




Section 6.              Fees and Expenses




 




The

Loan Parties jointly and severally agree to pay on demand in accordance with

the terms of Section 10.4(a) (Costs and Expenses) of the Credit

Agreement all reasonable costs and expenses of the Agent incurred in connection

with the preparation, execution and delivery of this Amendment and all other

Loan Documents entered into in connection herewith (including, without

limitation, the reasonable fees and out-of-pocked expenses of counsel for the

Agent with respect thereto and all other Loan Documents).




 




Section 7.              Reference to the Effect on the

Loan Documents




 




(a)           As of the Amendment

Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,”

“hereof,”

“herein,”

or words of like import, and each reference in the other Loan Documents to the

Credit Agreement (including, without limitation, by means of words like “thereunder”,

“thereof”

and words of like import), shall mean and be a reference to the Credit

Agreement as amended hereby, and this Amendment and the Credit Agreement shall

be read together and construed as a single instrument.  Each of the table of contents and lists of

Exhibits and Schedules of the Credit Agreement shall be amended to reflect the

changes made in this Amendment as of the Amendment Effective Date.




 




15





























 




(b)           Except as expressly

amended hereby or specifically waived above, all of the terms and provisions of

the Credit Agreement and all other Loan Documents are and shall remain in full

force and effect and are hereby ratified and confirmed.




 




(c)           The execution,

delivery and effectiveness of this Amendment shall not, except as expressly

provided herein, operate as a waiver of any right, power or remedy of the

Lenders, Issuers, Arranger or the Agent under any of the Loan Documents, nor

constitute a waiver or amendment of any other provision of any of the Loan

Documents or for any purpose except as expressly set forth herein.




 




(d)           This Amendment is a

Loan Document.




 




Section 8.              Consent of Guarantors




 




Each Guarantor hereby consents to this

Amendment and agrees that the terms hereof shall not affect in any way its

obligations and liabilities under the Loan Documents (as amended and otherwise

expressly modified hereby), all of which obligations and liabilities shall

remain in full force and effect and each of which is hereby reaffirmed (as

amended and otherwise expressly modified hereby).




 




Section 9.              Execution in Counterparts




 




This Amendment may be executed in any number

of counterparts and by different parties 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.  Signature pages may be detached from multiple separate

counterparts and attached to a single counterpart so that all signature pages

are attached to the same document.  Delivery

of an executed counterpart by telecopy shall be effective as delivery of a manually

executed counterpart of this Amendment.




 




Section 10.            Governing Law




 




This Amendment shall be governed by and

construed in accordance with the law of the State of New York (without giving

effect to any conflict of law provision to the extent such provision would

require the application of any law other than that of the State of New York).




 




Section 11.            Section Titles




 




The section titles contained in this

Amendment 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,

except when used to reference a section. 

Any reference to the number of a clause, sub-clause or subsection of any

Loan Document immediately followed by a reference in parentheses to the title

of the section of such Loan Document containing such clause, sub-clause or

subsection is a reference to such clause, sub-clause or subsection and not to

the entire section; provided, however, that, in case of

direct conflict between the reference to the title and the reference to the

number of such section, the reference to the title shall govern absent manifest

error.  If any reference to the number

of a section (but not to any clause, sub-clause or subsection thereof) of any

Loan Document is followed immediately by a reference in parenthesis to the

title of a section of any Loan Document, the title reference shall govern in

case of direct conflict absent manifest error.




 




16





























 




Section 12.            Notices




 




All communications and notices hereunder

shall be given as provided in the Credit Agreement.




 




Section 13.            Severability




 




The fact that any term or provision of this

Agreement is held invalid, illegal or unenforceable as to any Person in any

situation in any jurisdiction shall not affect the validity, enforceability or

legality of the remaining terms or provisions hereof or the validity,

enforceability or legality of such offending term or provision in any other

situation or jurisdiction or as applied to any Person.




 




Section 14.            Successors




 




The terms of this Amendment shall be binding

upon, and shall inure to the benefit of, the parties hereto and their

respective successors and assigns.




 




Section 15.            Waiver of Jury Trial




 




EACH LOAN PARTY

HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO

A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR LITIGATION BASED HEREON, OR

ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT OR ANY OTHER LOAN

DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER

VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, ANY ISSUER, ANY LENDER OR ANY LOAN

PARTY WITH RESPECT TO THIS AMENDMENT. 

THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO

THIS AGREEMENT.




 




[SIGNATURE PAGES FOLLOW]




 




17





























 




IN WITNESS WHEREOF, the parties hereto have

caused this Amendment to be executed by their respective officers and general

partners thereunto duly authorized, as of the date first written above.




 




	

   


  	

  EURAMAX INTERNATIONAL, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name:

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Title:

  Chief Financial Officer


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX

  INTERNATIONAL HOLDINGS


  LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name:

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX INTERNATIONAL LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name:

  R. Scott Vansant 


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX EUROPEAN HOLDINGS LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name:

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX CONTINENTAL LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name:

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  	

   


  





 




[SIGNATURE PAGE TO

AMENDMENT NO. 3 TO EURAMAX’S CREDIT AGREEMENT]




 




 





























 




	

   


  	

  EURAMAX EUROPEAN HOLDINGS B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Robert Arther Gerald Dresen


  	

   


  
	

   


  	

   


  	

  Name:

  Robert Arther Gerald Dresen


  	

   


  
	

   


  	

   


  	

  Title:

  Managing Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX EUROPE LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name:

  R. Scott Vansant 


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX NETHERLANDS B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Robert Arther Gerald Dresen


  	

   


  
	

   


  	

   


  	

  Name:

  Robert Arther Gerald Dresen


  	

   


  
	

   


  	

   


  	

  Title:

  Managing Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX HOLDINGS LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name:

  R. Scott Vansant 


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX EUROPE B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Robert Arther Gerald Dresen


  	

   


  
	

   


  	

   


  	

  Name:

  Robert Arther Gerald Dresen


  	

   


  
	

   


  	

   


  	

  Title:

  Managing Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  ELLBEE LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name:

  R. Scott Vansant 


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  	

   


  





 




[SIGNATURE PAGE TO

AMENDMENT NO. 3 TO EURAMAX’S CREDIT AGREEMENT]




 




 





























 




	

   


  	

  EURAMAX COATED PRODUCTS LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name:

  R. Scott Vansant 


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX COATED PRODUCTS B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Robert Arther Gerald Dresen


  	

   


  
	

   


  	

   


  	

  Name:

  Robert Arther Gerald Dresen


  	

   


  
	

   


  	

   


  	

  Title:

  Managing Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  AMERIMAX FABRICATED PRODUCTS, INC.


  
	

   


  	

  AMERIMAX BUILDING PRODUCTS, INC.


  
	

   


  	

  AMERIMAX COATED PRODUCTS, INC.


  
	

   


  	

  AMERIMAX RICHMOND COMPANY


  
	

   


  	

  AMERIMAX FINANCE COMPANY, INC.


  
	

   


  	

  AMERIMAX HOME PRODUCTS, INC.


  
	

   


  	

  AMERIMAX LAMINATED PRODUCTS, INC.


  
	

   


  	

  AMERIMAX DIVERSIFIED PRODUCTS, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name:

  R. Scott Vansant 


  	

   


  
	

   


  	

   


  	

  Title:

  Chief Financial Officer


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  FABRAL HOLDINGS, INC.


  
	

   


  	

  (f/k/a Gentek Holdings, Inc.)


  
	

   


  	

  FABRAL, INC.


  
	

   


  	

  (f/k/a Gentek Building Products, Inc.)


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name:

  R. Scott Vansant 


  	

   


  
	

   


  	

   


  	

  Title:

  Chief Financial Officer


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX INTERNATIONAL HOLDINGS B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Robert Arther Gerald Dresen


  	

   


  
	

   


  	

   


  	

  Name:

  Robert Arther Gerald Dresen


  	

   


  
	

   


  	

   


  	

  Title:

  Managing Director of Euramax European Holdings B.V., the sole director of Euramax

  International Holdings B.V.


  





 




[SIGNATURE PAGE TO

AMENDMENT NO. 3 TO EURAMAX’S CREDIT AGREEMENT]




 




 





























 




	

   


  	

  EURAMAX

  INDUSTRIES S.A.


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  J. David Smith


  	

   


  
	

   


  	

   


  	

  Name:

  J. David Smith


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  AMERIMAX

  UK, INC.


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  David Pugh


  
	

   


  	

   


  	

  Name:

  David Push


  
	

   


  	

   


  	

  Title:

  Director


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BNP Paribas,


  
	

   


  	

  as the Agent, the Issuer, the Swing Loan


  Lender and a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Cecile Scherer


  	

   


  
	

   


  	

   


  	

  Name:

  Cecile Scherer


  	

   


  
	

   


  	

   


  	

  Title:

  Director, Merchant Banking Group


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Richard Cushing


  	

   


  
	

   


  	

   


  	

  Name:

  Richard Cushing


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  	

   


  





 




[SIGNATURE PAGE TO

AMENDMENT NO. 3 TO EURAMAX’S CREDIT AGREEMENT]




 




 





























 




	

   


  	

  FLEET NATIONAL BANK, N.A.,


  
	

   


  	

  as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Christopher S. Allen


  	

   


  
	

   


  	

   


  	

  Name:

  Christopher S. Allen


  	

   


  
	

   


  	

   


  	

  Title:

  Managing Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  SUNTRUST BANK,


  
	

   


  	

  as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Jenna H. Kelly


  	

   


  
	

   


  	

   


  	

  Name:

  Jenna H. Kelly


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  LASALLE BANK NATIONAL ASSOCIATION,


  
	

   


  	

  as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Amy L. Damitio


  	

   


  
	

   


  	

   


  	

  Name:

  Amy L. Damitio


  	

   


  
	

   


  	

   


  	

  Title:

  Assistant Vice President


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  PNC BANK, NATIONAL ASSOCIATION,


  
	

   


  	

  as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Dan Shaw


  	

   


  
	

   


  	

   


  	

  Name:

  Dan Shaw


  	

   


  
	

   


  	

   


  	

  Title:

  Vice President


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  WACHOVIA BANK, N.A.,


  
	

   


  	

  as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Cheryl Boyd


  	

   


  
	

   


  	

   


  	

  Name:

  Cheryl Boyd


  	

   


  
	

   


  	

   


  	

  Title:

  Director


  	

   


  





 




[SIGNATURE PAGE TO

AMENDMENT NO. 3 TO EURAMAX’S CREDIT AGREEMENT]




 




 





























 




SCHEDULE 1




SUBSIDIARIES




 




 




 




PART I




 




 




 




PART II