Exhibit
10.16


AMENDMENT
NO 1 AND WAIVER

TO

EURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENT


 


AMENDMENT
NO. 1  AND WAIVER (this “Amendment”), dated as of
April 14, 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, 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.


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 Euramax U.S. has repurchased Stock of Euramax U.S. from departing
management shareholders in amounts equal to $475,000 (for repurchases made on
August 29, 2002) and $1,403,535 (for repurchases made on January 6,
2002) and plans to repurchase additional shares for an amount equal to
$1,200,000 (collectively, the “Repurchases”), which Repurchases are not
currently permitted in the aggregate by Section 7.4(a)(x)(1) of the Credit
Agreement (the Events of Default resulting prior to the Amendment Effective
Date from the Repurchases, together with any Event of Default that may exist
prior to the Amendment Effective Date by reason of any failure to deliver
notice thereof under Section 6.12(e) (Reporting Requirements) of
the Credit Agreement or by past misrepresentations under the Credit Agreement
or any other Loan Document that no Default or Events of Default existed and
were continuing, being referred to as the “Specified Events of Default”);


WHEREAS, the Loan Parties have requested that
the Agent and the Majority Lenders (a) waive the Specified Events of
Default, 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) waive the Specified
Events of Default 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.              Waiver


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 waive the Specified Events of Default; provided, however,
that the waiver set forth in this Section 1 shall not excuse any failure
to comply after the Amendment Effective Date with the Credit Agreement as
amended hereby.


Section 2.              Amendments to the Credit Agreement


The Credit Agreement is, effective as of the Amendment
Effective Date and subject 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 VII (Negative Covenants)


(i)            Clause (a)(x)(1)
of Section 7.4 (Restricted Payments) of the Credit
Agreement is hereby amended by replacing “$1,500,000” in such clause with
“3,500,000”.


(ii)           Clause (a)(x)(2)
of Section 7.4 (Restricted Payments) of the Credit
Agreement is hereby amended by replacing “$2,500,000” in such clause with “7,000,000”.


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; and


(ii)           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;
and


(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 5
(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 


 


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counsel for the
Agent with respect thereto and all other Loan Documents) and all other costs,
expenses and fees due under any Loan Document.


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;


(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 


 


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this Amendment or
the other Loan Documents as amended hereby, and no consent under any Related
Document or other Contractual Obligation 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 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” shall be deemed to refer
to the Credit Agreement as amended hereby and after giving effect to the
consents and waivers set forth herein; and


(h)           Events of Default.  No Default or Event of Default
has occurred and is continuing (except for those Specified Events of Default
duly waived hereby).


Section 5.              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 6.              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.


(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.


 


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Section 7.              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 8.              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 9.              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 10.            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.


Section 11.            Notices


All communications and
notices hereunder shall be given as provided in the Credit Agreement.


Section 12.            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, 


 


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enforceability or
legality of such offending term or provision in any other situation or
jurisdiction or as applied to any Person.


Section 13.            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 14.            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.  THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THIS AGREEMENT.  WITH RESPECT TO THIS AMENDMENT.


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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/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  EURAMAX
  INTERNATIONAL HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  EURAMAX INTERNATIONAL LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  EURAMAX EUROPEAN HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  EURAMAX CONTINENTAL LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


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AMENDMENT NO. 1 TO EURAMAX INTERNATIONAL INC.'S CREDIT AGREEMENT]


 

















 


	
   

  	
  EURAMAX EUROPEAN HOLDINGS B.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  EURAMAX EUROPE LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  EURAMAX NETHERLANDS B.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  EURAMAX HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  EURAMAX EUROPE B.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  ELLBEE LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


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  EURAMAX COATED PRODUCTS LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  EURAMAX COATED PRODUCTS B.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  AMERIMAX HOLDINGS, INC.

  AMERIMAX FABRICATED PRODUCTS, INC.

  AMERIMAX BUILDING PRODUCTS, INC.

  AMERIMAX COATED PRODUCTS, INC.

  AMERIMAX RICHMOND COMPANY

  AMERIMAX HOME PRODUCTS, INC.

  AMERIMAX LAMINATED PRODUCTS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  FABRAL HOLDINGS, INC.

  
	
   

  	
   

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

  
	
   

  	
  FABRAL, INC.

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name:

  	
  J. David Smith

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  



 


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  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/ Mark Darrel

  
	
   

  	
   

  	
  Name:

  	
  MARK DARREL

  
	
   

  	
   

  	
  Title:

  	
  VICE PRESIDENT

  
	
   

  	
   

  	
   

  	
   

  
					



 


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  FLEET NATIONAL BANK, N.A.,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Director 

  



 


	
   

  	
  SUNTRUST BANK, ATLANTA,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Director 

  



 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Sr. 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/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


[SIGNATURE PAGE TO
AMENDMENT NO. 1 TO EURAMAX INTERNATIONAL INC.'S CREDIT AGREEMENT]