Exhibit
10.17


AMENDMENT
NO 2 AND CONSENT

TO

EURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENT


 


 


AMENDMENT
NO. 2  AND CONSENT (this “Amendment”), dated as of May
15, 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.


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 (a) CVC Europe, Paribas and certain other holders of Stock of
Euramax U.S. (collectively, the “Sellers”) have entered into a Stock
Purchase Agreement (the “Stock Purchase Agreement”), dated as of
April 15, 2003, together with Citigroup Venture Capital Equity Partners, L.P.
(“CVC
Equity”), CVC Executive Fund LLC (“CVC Executive”) and CVC/SSB
Employee Fund, L.P. (“CVC Employee” and, together with CVC
Equity and CVC Executive, the “Buyers”), whereby the Buyers will purchase
the Stock of the Sellers in Euramax U.S., (b) Euramax U.S., the Buyers and
CVC U.S. have entered into a Securities Holders Agreement, dated as of
April 15, 2003, together with the continuing and management investors
named therein (the “New Stockholders’ Agreement”),
(c) the Loan Parties desire to amend and restate the Registration Rights
Agreement (such amendment and restatement, in the form presented to the Lenders
on the date hereof with such changes as may be agreed to by the Administrative
Agent, the “Securities
Holders Agreement”)  to account for the changes in Stock
ownership contemplated in the Stock Purchase Agreement and (d) Euramax
U.S. has entered into an Advisory Agreement (the “Advisory Agreement”, and,
together with the Stock Purchase Agreement, the New Stockholders’ Agreement and
the Securities Holders Agreement, the “Agreements”), dated as of April 15,
2003, with CVC Management LLC, a Delaware limited liability company (the “Advisor”)
(the execution and delivery of the Agreements together with the consummation of
the stock purchase contemplated in the Stock Purchase Agreement being herein
referred to 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 Credit
Agreement; 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 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):


“Advisor”
means CVC Management LLC, a Delaware limited liability company.


“Advisory
Agreement” means the Advisory Agreement, dated as of April 15, 2003,
between Euramax U.S. and the Advisor, as such agreement may be amended,
supplemented or otherwise modified from time to time to the extent permitted by
this Agreement.


“CVC U.S.”
means, collectively, (a) Citicorp Venture Capital, Ltd., a New York
corporation, (b) Citigroup Venture Capital Equity Partners, L.P., a
Delaware limited partnership, (c) CVC Executive Fund LLC, a Delaware
limited liability company, and (d) CVC/SSB Employee Fund, L.P., a Delaware
limited partnership.


“EBITDA”
means, for any Person for any period, the Net Income (Loss) of such Person,
including the pro forma Net Income (Loss) of any other Person acquired by such
Person or a Subsidiary of such Person, for such period taken as a single
accounting period, plus, without duplication, (a) the sum of the
following amounts of such Person and its Subsidiaries (including the sum of the
following amounts on a pro forma basis of any Person acquired by such Person or
a Subsidiary of such Person) for such period determined on a 


 


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consolidated basis in conformity with GAAP to the extent included in
the determination of such Net Income (Loss): 
(i) depreciation expense, (ii) amortization expense,
(iii) Net Interest Expense, (iv) income tax expense,
(v) write-offs of goodwill as required by GAAP, (vi) non-cash charges
relating to the mark-to-market of derivative instruments as required by FAS
133, (vii) non-cash charges relating to write-downs of long-lived assets due to
impairment as required by FASB 121, (viii) unrealized losses resulting from
changes in foreign exchange rates used to convert debt from its stated currency
to the local currency of the debtor, (ix) extraordinary losses (and other losses
on Asset Sales not otherwise included in extraordinary losses determined on a
consolidated basis in conformity with GAAP) and (x) up to $3,000,000 in
expenses related to the stock purchase contemplated in the Stock Purchase
Agreement; less (b) the sum of the following amounts of such Person
and its Subsidiaries determined on a consolidated basis in conformity with GAAP
to the extent included in the determination of such Net Income (Loss):  (i) unrealized gains resulting from
changes in foreign exchange rates used to convert debt from its stated currency
to the local currency of the debtor, (ii) extraordinary gains (and other
gains on Asset Sales not otherwise included in extraordinary gains determined
on a consolidated basis in conformity with GAAP) and (iii) the Net Income
(Loss) of any other Person that is accounted for by the equity method of
accounting except to the extent of the amount of dividends or distributions
paid to such Person.


“Registration
Rights Agreement” means the Registration Rights Agreement, dated
September 25, 1996, among Euramax U.S. and the shareholders of Euramax
U.S., as such agreement may be amended by the Amended and Restated Registration
Rights Agreement, among Euramax U.S. and the shareholders of Euramax U.S., in
the form presented to the Lenders on April    , 2003
(together with such changes as may be approved by the Administrative Agent
prior to the execution and delivery thereof), and as such amended and restated
agreement may be otherwise amended, supplemented or otherwise modified from
time to time to the extent permitted by this Agreement.


“Related
Documents” means each Existing Related Document, 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).


“Stockholders
Agreement” means (a) before its termination by the execution of the
Stock transfer contemplated in the Stock Purchase Agreement, the Stockholders
Agreement, dated as of December 8, 1999, among Euramax U.S. and the
stockholders of Euramax U.S. and (b) the Securities Holders Agreement,
dated as of April 15, 2003, among Euramax U.S. and the stockholders
thereof, in each case as such agreements may be amended, supplemented or
otherwise modified from time to time to the extent permitted by this Agreement.


“Stock Purchase
Agreement” means the Stock Purchase Agreement, dated as of April 15,
2003, by and among CVC Europe, Paribas and certain other holders of Stock of
Euramax U.S., as Sellers, and CVC U.S., as Buyer.


 


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(b)           Amendments to Article VII (Negative Covenants)


(i)            Clause (a)
of Section 7.4 (Restricted Payments) of the Credit
Agreement is hereby amended by inserting immediately after the words “Stock
Equivalents” in the third line thereof and immediately prior to the word
“except” in such line the phrase “(including, without limitation, through any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, whether direct or indirect, of any Stock or Stock
Equivalent of any Loan Party now or hereafter outstanding)”.


(ii)           Clause (ii)
of Section 7.10 (Transactions with Affiliates) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:


(ii)           transfer, sell, lease, assign or
otherwise dispose of any asset (including, without limitation, make cash
payments) to any Affiliate of any Loan Party, including any Subsidiary of any
Loan Party other than (x) in a Permitted Merger and (y) except during
the continuance of any Default or Event of Default (where such payments shall
not be permitted), the payment by Euramax U.S. to the Advisor of, in each case
pursuant to and in accordance with the terms of the Advisory Agreement,
(A) a one-time $1,000,000 transaction fee on the Closing Date (under and
as defined in the Stock Purchase Agreement) plus reasonable out-of-pocket
expenses of the Advisor, (B) annual advisory fees in an amount not
exceeding for any Fiscal Year the greater of (x) $600,000 or (y) the
lesser of (1) $1,000,000 and (2) 1% of the “Consolidated EBITDA” (as
defined in the Advisory Agreement and determined in accordance with such
Advisory Agreement by Advisor and Euramax U.S.) of Euramax U.S. and its
Subsidiaries and (C) transaction fees paid in connection with the
consummation of any Investment permitted under Section 7.6(j) or any Asset
Sale permitted under Section 7.5(c)(ii) in an amount equal to 1% of the
amount of such Investment or, as the case may be, the Fair Market Value of the
assets and properties subject to such Asset Sale and any other transaction fees
payable under the Advisory Agreement as may be consented to by the Majority
Lenders.


(c)           Amendments to Article VIII (Events of Default and Cash
Collateral)


(i)            Clause (j)
of Section 8.1 (Events of Default) of the Credit
Agreement is hereby amended by replacing in its entirety the phrase “Any Loan
Party, CVC U.S., CVC Europe or any Subsidiary or Affiliate of any thereof” at
the very beginning thereof with the phrase “Any Loan Party or any Subsidiary of
any Loan Party”.


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:


 


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(i)            this Amendment,
duly executed by each Loan Party, the Agent and Lenders constituting Majority
Lenders;


(ii)           the Advisory
Agreement and the Securities Holders Agreement, each dated April 15,2003
and duly executed and delivered by the parties thereto;


(iii)          a certificate from
CVC Equity that the Stock sale or purchase contemplated in the Stock Purchase
Agreement to be made by the Buyers and Sellers have been consummated on the
date set forth in such certificate and on the terms set forth in the Stock
Purchase Agreement; and


(iv)          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 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 


 


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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 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 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” of 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; and


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


 


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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.


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.


 


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


[SIGNATURE PAGES FOLLOW]


 


 


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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.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  EURAMAX INTERNATIONAL HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  EURAMAX INTERNATIONAL LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  EURAMAX EUROPEAN HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  EURAMAX CONTINENTAL LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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[SIGNATURE PAGE TO
AMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]


 

















 


	
   

  	
  EURAMAX EUROPEAN HOLDINGS B.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  EURAMAX EUROPE LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  EURAMAX NETHERLANDS B.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  EURAMAX HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  EURAMAX EUROPE B.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  ELLBEE LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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[SIGNATURE PAGE TO
AMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]


 

















 


	
   

  	
  EURAMAX COATED PRODUCTS LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  EURAMAX COATED PRODUCTS B.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  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:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  FABRAL HOLDINGS, INC.

  
	
   

  	
   

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

  
	
   

  	
  FABRAL, INC.

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


[SIGNATURE PAGE TO
AMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]


 

















 


 


	
   

  	
  BNP 

  	
  PARIBAS,

  
	
   

  	
   

  	
  as the Agent, the Issuer, the
  Swing Loan Lender and a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


[SIGNATURE PAGE TO
AMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]


 

















 


 


	
   

  	
  FLEET NATIONAL BANK, N.A.,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  SUNTRUST BANK, ATLANTA,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  WACHOVIA BANK, N.A.,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO
AMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]