Exhibit

4.1




 




AUGUST 6, 2003




 




AMONG




 




EURAMAX INTERNATIONAL

LIMITED,




EURAMAX EUROPEAN HOLDINGS

LIMITED, and




EURAMAX EUROPEAN

HOLDINGS, B.V.,




AS ISSUERS




 




AMERIMAX U.K., INC.

(f/k/a AMERIMAX HOLDINGS, INC.),




EURAMAX INTERNATIONAL,

INC.,




EURAMAX INTERNATIONAL HOLDINGS

LIMITED (f/n/a BROOMCO (1922) LIMITED),




EURAMAX CONTINENTAL

LIMITED (f/n/a BROOMCO (1953) LIMITED), and




AMERIMAX FABRICATED

PRODUCTS, INC.,




AS GUARANTORS




 




–and–




 




JPMORGAN CHASE BANK

(f/k/a THE CHASE MANHATTAN BANK),




AS TRUSTEE




 






















 




SECOND SUPPLEMENTAL

INDENTURE




 




in respect of




 




$135,000,000 11 1/4 %

SENIOR SUBORDINATED NOTES DUE 2006




 






















 




 





























 




SECOND SUPPLEMENTAL INDENTURE (the “Second

Supplemental Indenture”), dated as of August 6, 2003, by and among EURAMAX

INTERNATIONAL LIMITED, a private limited company organized under the laws of

England and Wales (“Euramax”), EURAMAX EUROPEAN HOLDINGS LIMITED, a private

limited company organized under the laws of England and Wales (“Euramax U.K.”),

EURAMAX EUROPEAN HOLDINGS, B.V. (“Euramax, B.V.” and, together with Euramax and

Euramax U.K., the “Issuers”), AMERIMAX U.K., INC., a Delaware corporation

(formerly known as AMERIMAX HOLDINGS, INC.), (“Amerimax”), EURAMAX

INTERNATIONAL, INC., a Delaware corporation (“Euramax U.S.”), EURAMAX

INTERNATIONAL HOLDINGS LIMITED (formerly known as BROOMCO (1922) LIMITED), a

company incorporated under the laws of England and Wales (“Newco U.K.”),

EURAMAX CONTINENTAL LIMITED (formerly known as BROOMCO (1953) LIMITED), a

company incorporated under the laws of England and Wales (“Newco U.K. II”),

AMERIMAX FABRICATED PRODUCTS, INC., a Delaware corporation (“AFP,” and together

with Amerimax, Euramax U.S., Newco U.K., and Newco U.K. II, the “Guarantors”),

and JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), as

Trustee (the “Trustee”), under the Indenture, dated as of September 25, 1996

(the “Indenture”) pursuant to which $135,000,000 11 1/4% Senior

Subordinated Notes due 2006 have been issued (the “Securities”).




 




WHEREAS, the Issuers and certain of the Guarantors

have heretofore executed and delivered to the Trustee an indenture dated as of

September 25, 1996 (as such indenture has been supplemented and amended to

date, the “Existing Indenture,” and the Existing Indenture, as it may from time

to time be supplemented or amended by one or more additional indentures

supplemental thereto entered into pursuant to the applicable provisions

thereof, being hereinafter called the “Indenture”), providing for the issuance

of the Securities;




 




WHEREAS, the Issuers and certain of the Guarantors

have heretofore executed and delivered to the Trustee a supplemental indenture

dated as of November 18, 1999;




 




WHEREAS, the Issuers and certain of the Guarantors

have heretofore executed and delivered to the Trustee an amended supplemental

indenture dated as of December 14, 1999;




 




WHEREAS, the Issuers and the Guarantors propose to

amend the Existing Indenture (the “Proposed Amendments”), which Proposed

Amendments must be approved with the written consent of the Holders of a

majority of the aggregate principal amount of the outstanding Securities;




 




WHEREAS, Euramax U.S. and Euramax have solicited the

consent of the Holders of the Securities pursuant to the Offer to Purchase and

Consent Solicitation Statement dated July 10, 2003, as amended, supplemented or

modified (the “Consent Solicitation Statement”), to the Proposed Amendments to

the Indenture upon the terms and subject to the conditions set forth therein;




 




WHEREAS, pursuant to Section 10.02 of the Indenture,

the Issuers and the Guarantors may amend or supplement the Indenture as

contemplated hereby provided that the Holders of at least a majority in

aggregate principal amount of Securities then outstanding have consented;




 




WHEREAS, the Issuers have received and delivered to

the Trustee the consent of the Holders of a majority in aggregate principal

amount of the Securities to the Proposed Amendments;




 




WHEREAS, the Trustee is in receipt of such written

consents;




 





























 




WHEREAS, each Issuer and each Guarantor has been

authorized by a resolution of its respective board of directors to enter into

this Second Supplemental Indenture;




 




WHEREAS, all other acts and proceedings required by

law, by the Existing Indenture and by the certificate of incorporation and

by-laws of the Issuers and the Guarantors to make this Second Supplemental

Indenture a valid and binding agreement for the purposes expressed herein, in

accordance with its terms, have been duly done and performed;




 




WHEREAS, pursuant to Section 10.06, the Trustee is

authorized to execute and deliver this Second Supplemental Indenture;




 




WHEREAS, following the execution of this Second

Supplemental Indenture, the terms hereof will become operative (the “Operative

Date”) upon the acceptance for purchase by Euramax U.S. of Securities validly

tendered in the Offer to Purchase contemplated by the Consent Solicitation

Statement (the “Tender Offer Condition”); and




 




WHEREAS, the terms of this Second Supplemental

Indenture shall be null and void if the Tender Offer Condition does not occur.




 




NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE

WITNESSETH:




 




That, for and in consideration of the premises herein

contained and in order to effect the proposed amendments contained in the

Consent Solicitation Statement, pursuant to Sections 10.02 and 10.06 of the

Existing Indenture, the Issuers and the Guarantors agree with the Trustee as

follows:




 




ARTICLE ONE




AMENDMENT OF EXISTING INDENTURE




 




SECTION 1.01.  Amendment of Existing Indenture. Effective as of the

Operative Date, this Second Supplemental Indenture amends the Existing

Indenture as provided for herein. The Issuers and the Guarantors acknowledge

and agree that no amendment or waiver of the provisions described in Section

10.02 (1) though (10) of the Existing Indenture as requiring the consent of

each affected Holder has been made hereby. 

If the Operative Date does not occur on or prior to October 1, 2003,

then the terms of this Second Supplemental Indenture shall be null and void and

the Existing Indenture shall continue in full force and effect without any

modification hereby.  Euramax U.S. shall

give the Trustee prompt




notice of the Operative Date.




 




SECTION 1.02.  Amendment of Section 1.01. Pursuant to Section 10.02 of the

Existing Indenture, Section 1.01 of the Existing Indenture is hereby amended by

deleting in their entirety the definitions of “Acquired Indebtedness,” “Average Life,” “Capital Stock,” “Consolidated

Cash Flow Ratio,” “Consolidated Net Income,” “Disqualified Stock,” “Fabricated

Products Business,” “GAAP,” “Investment, “Management Investor,” “Permitted Investment,”

“Restricted Payment,” and “Tangible Assets” contained in the Existing

Indenture.




 




SECTION 1.03.  Amendment of

Section 1.02. Pursuant to Section 10.02 of the Existing Indenture,

Section 1.02 of the Existing Indenture is hereby amended and restated in its

entirety to read as follows:




 




2





























 




SECTION 1.02. Other Definitions.




 




	

  Term


  	

   


  	

  Defined in


  Section


  
	

   


  	

   


  	

   


  
	

  ‘‘Additional Amounts’’


  	

   


  	

  4.19


  
	

  ‘‘Bankruptcy Law’’


  	

   


  	

  6.01


  
	

  ‘‘Change of Control’’


  	

   


  	

  4.14


  
	

  ‘‘Custodian’’


  	

   


  	

  6.01


  
	

  ‘‘Event of Default’’


  	

   


  	

  6.01


  
	

  ‘‘Guarantor Blockage Period’’


  	

   


  	

  12.02(a)


  
	

  ‘‘Guarantor Payment Blockage

  Notice’’


  	

   


  	

  12.02(a)


  
	

  ‘‘IAI Global Security’’


  	

   


  	

  2.01(a)


  
	

  ‘‘144A Global Security’’


  	

   


  	

  2.01(a)


  
	

  ‘‘Paying Agent’’ .


  	

   


  	

  2.03


  
	

  ‘‘Payment Blockage Notice’’


  	

   


  	

  8.02(a)


  
	

  ‘‘Payment Blockage Period’’


  	

   


  	

  8.02(a)


  
	

  ‘‘Regulation S Global

  Security’’


  	

   


  	

  2.01(a)


  
	

  ‘‘Registrar’’


  	

   


  	

  2.03


  
	

  ‘‘Required Filing Date’’


  	

   


  	

  4.12


  
	

  ‘‘Securities Act Legend’’


  	

   


  	

  2.06(f)


  
	

  ‘‘United States Government

  Obligation’’


  	

   


  	

  9.01


  





 




SECTION 1.04.  Amendment to

Section 4.03.  Pursuant to

Section 10.02 of the Existing Indenture, Section 4.03 of the Existing Indenture

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




 




SECTION 4.03. 

[INTENTIONALLY OMITTED.]




 




SECTION 1.05.  Amendment to

Section 4.04.  Pursuant to

Section 10.02 of the Existing Indenture, Section 4.04 of the Existing Indenture

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




 




SECTION 4.04. 

[INTENTIONALLY OMITTED.]




 




SECTION 1.06.  Amendment to

Section 4.06.  Pursuant to

Section 10.02 of the Existing Indenture, Section 4.06 of the Existing Indenture

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




 




SECTION 4.06. 

[INTENTIONALLY OMITTED.]




 




SECTION 1.07.  Amendment to

Section 4.07.  Pursuant to

Section 10.02 of the Existing Indenture, Section 4.07 of the Existing Indenture

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




 




SECTION 4.07. 

Corporate Existence. 

Subject to Article Five, the Company shall do or shall cause to be done

all things necessary to preserve and keep in full force and effect its

corporate existence and the corporate, partnership or other existence of each

of its Restricted Subsidiaries that is an Issuer in accordance with the

respective organizational documents of each such Restricted Subsidiary.




 




3





























 




SECTION 1.08.  Amendment to

Section 4.08.  Pursuant to

Section 10.02 of the Existing Indenture, Section 4.08 of the Existing Indenture

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




 




SECTION 4.08. 

[INTENTIONALLY OMITTED.]




 




SECTION 1.09.  Amendment to

Section 4.09.  Pursuant to

Section 10.02 of the Existing Indenture, Section 4.09 of the Existing Indenture

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




 




SECTION 4.09. 

[INTENTIONALLY OMITTED.]




 




SECTION 1.10.  Amendment to

Section 4.10.   Pursuant to Section 10.02 of the Existing Indenture, Section 4.10

of the Existing Indenture is hereby amended and restated in its entirety to

read as follows:




 




SECTION 4.10. 

[INTENTIONALLY OMITTED.]




 




SECTION 1.11.  Amendment to

Section 4.13.   Pursuant to Section 10.02 of the Existing Indenture, Section 4.13

of the Existing Indenture is hereby amended and restated in its entirety to

read as follows:




 




SECTION 4.13.  [INTENTIONALLY OMITTED.]




 




SECTION 1.12.  Amendment to

Section 4.15.   Pursuant to Section 10.02 of the Existing Indenture, Section 4.15

of the Existing Indenture is hereby amended and restated in its entirety to

read as follows:




 




SECTION 4.15. 

[INTENTIONALLY OMITTED.]




 




SECTION 1.13.  Amendment to

Section 4.16.   Pursuant to Section 10.02 of the Existing Indenture, Section 4.16

of the Existing Indenture is hereby amended and restated in its entirety to

read as follows:




 




SECTION 4.16. 

[INTENTIONALLY OMITTED.]




 




SECTION 1.14.  Amendment to

Section 4.17.   Pursuant to Section 10.02 of the Existing Indenture, Section 4.17

of the Existing Indenture is hereby amended and restated in its entirety to

read as follows:




 




SECTION 4.17. 

[INTENTIONALLY OMITTED.]




 




SECTION 1.15.  Amendment to

Section 4.18.   Pursuant to Section 10.02 of the Existing Indenture, Section 4.18

of the Existing Indenture is hereby amended and restated in its entirety to

read as follows:




 




SECTION 4.18. 

[INTENTIONALLY OMITTED.]




 




4





























 




SECTION 1.16.  Amendment to

Section 5.01.   Pursuant to Section 10.02 of the Existing Indenture, Section 5.01

of the Existing Indenture is hereby amended and restated in its entirety to

read as follows:




 




SECTION 5.01. 

Restriction on Mergers, Consolidations and Certain Sales of Assets.  The Company will not consolidate with or

merge into any Person, or sell, assign, lease, convey or otherwise dispose of

(or cause or permit any Restricted Subsidiary of the Company to consolidate

with or merge into any Person or sell, assign, lease, convey or otherwise

dispose of) all or substantially all of the Company’s assets (determined on a

consolidated basis for the Company and its Restricted Subsidiaries), whether as

an entirety or substantially an entirety in one transaction or a series of

related transactions, including by way of liquidation or dissolution, to any

Person unless, in each such case: (i) the entity formed by or surviving any

such consolidation or merger (if other than the Company or such Restricted

Subsidiary, as the case may be), or to which such sale, assignment, lease,

conveyance or other disposition shall have been made (the ‘‘Surviving

Entity’’), is a corporation organized and existing under the laws of the

jurisdiction of incorporation of the Company or Restricted Subsidiary or the

United States, any state thereof or the District of Columbia; (ii) (a) in the

event the consolidation or merger involved an Issuer or all or substantially

all of Company’s assets were sold, assigned, leased, conveyed or otherwise

disposed of the Surviving Entity assumes by supplemental indenture all of the

obligations of such Issuer or the Issuers, as the case may be, under Section

7.07 of this Indenture and under the indemnity provided for in the sixth

paragraph of Section 4.19 of this Indenture (the ‘‘Trustee Obligations’’) or

(b) in the event the consolidation or merger involved the Guarantor or all or

substantially all of the Company’s assets were sold, assigned, leased, conveyed

or otherwise disposed of, the Surviving Entity assumed by supplemental

indenture all of the obligations of the Guarantor with respect to the Trustee

Obligations; and (iii) the Company has delivered to the Trustee an Officers’

Certificate and an Opinion of Counsel, each stating that such consolidation or

merger or sale, assignment, lease, conveyance, or other disposition and such

supplemental indenture, complies with this Article Five and that all conditions

precedent herein provided for relating to such transaction have been complied

with. The provisions of this Section 5.01 shall not apply to any merger of a

Restricted Subsidiary of the Company with or into the Company or a Wholly Owned

Subsidiary of the Company or any transaction pursuant to which the Guarantee is

to be released in accordance with the terms of the Guarantee and this Indenture

in connection with any transaction complying with the provisions of Section

4.05. The provisions of this Section 5.01 shall not be applicable to any of the

events contemplated by the Reorganization.




 




SECTION 1.17.  Amendment to

Section 5.02.   Pursuant to Section 10.02 of the Existing Indenture, Section 5.02

of the Existing Indenture is hereby amended and restated in its entirety to

read as follows:




 




SECTION 5.02. 

Successor Corporation Substituted.  Upon any consolidation of the Company or any Restricted

Subsidiary of the Company with, or merger of the Company or such Restricted

Subsidiary into, any other Person or any sale, assignment, lease, conveyance or

other disposition of all or substantially all of the Company’s assets

(determined on a consolidated basis for the Company and its Restricted

Subsidiaries) (as an entirety or substantially as an entirety in one

transaction or a series of related transactions, including by way of liquidation

or dissolution) in accordance with Section 5.01, upon the execution of a

supplemental indenture by the Surviving Entity in form satisfactory to the

Trustee (as evidenced by the Trustee’s execution thereof), the Surviving Entity

shall succeed to, and be substituted for, and may exercise every right and

power of and shall assume all obligations of, the Company or such Restricted

Subsidiary, as the case may be, with respect to the Trustee Obligations under

this Indenture and




 




5





























 




the Guarantee, as the case may be, with the same

effect as if such Surviving Entity had been named as the Company, Guarantor or

such Restricted Subsidiary, as the case may be, herein, and thereafter, except

in the case of a lease, the predecessor Person shall be relieved of all

obligations and covenants under this Indenture and the Guarantee, as the case

may be, with respect to the Trustee Obligations.




 




SECTION 1.18.  Amendment to

Section 6.01.   Pursuant to Section 10.02 of the Existing Indenture, Section 6.01

of the Existing Indenture is hereby amended and restated in its entirety to

read as follows:




 




SECTION 6.01. 

Events of Default.




 




An ‘‘Event of Default’’ occurs if:




 




(1) the Issuers fail to pay the principal of any

Security when the same becomes due and payable (whether or not such payment is

prohibited by Article Eight hereof or, with respect to a payment on behalf of

the Issuers by the Guarantor, Article Twelve);




 




(2) the Issuers fail to pay any interest on any

Security when the same becomes due and payable and the Default continues for a

period of 30 days (whether or not such payment is prohibited by Article Eight

hereof or, with respect to a payment on behalf of the Issuers by the Guarantor,

Article Twelve);




 




(3) the Issuers default in the payment of

principal of and interest on Securities required to be purchased pursuant to an

Offer to Purchase as described under Section 4.05 and Section 4.14 when due and

payable (whether or not such payment is prohibited by Article Eight hereof or,

with respect to a payment on behalf of the Issuers by the Guarantor, Article

Twelve);




 




(4) the Issuers fail to perform or comply with

any of the provisions of Section 5.01;




 




(5) [INTENTIONALLY OMMITTED];




 




(6) [INTENTIONALLY OMMITTED];




 




(7) [INTENTIONALLY OMMITTED];




 




(8) the Company or any Significant Subsidiary

pursuant to or within the meaning of any Bankruptcy Law:




 




(A) commences a voluntary case or proceeding,




 




(B) consents to the entry of an order for relief

against it in an involuntary case or proceeding,




 




(C) consents to the appointment of a Custodian of

it or for all or substantially all of its property, or




 




(D) makes a general assignment for the benefit of

its creditors; or




 




(9) a court of competent jurisdiction enters an

order or decree under any Bankruptcy Law that:




 




(A) is for relief against the Company or any

Significant Subsidiary in an involuntary case or proceeding,




 




6





























 




(B) appoints a Custodian of the Company or any

Significant Subsidiary or for all or substantially all of its property, or




 




(C) orders the liquidation of the Company or any

Significant Subsidiary, and in each case the order or decree remains unstayed

and in effect for 60 days; provided, however, that if the entry of

such order or decree is appealed and dismissed on appeal then the Event of

Default hereunder by reason of the entry of such order or decree shall be

deemed to have been cured.




 




(10) [INTENTIONALLY OMMITTED].




 




The term ‘‘Custodian’’ means any receiver,

trustee, assignee, liquidator, sequestrator or similar official under any

Bankruptcy Law.




 




ARTICLE TWO




AMENDMENT OF EXISTING INDENTURE




 




SECTION 2.01.  Privileges and Immunities of Trustee. The Trustee accepts

the amendment of the Indenture effected by this Second Supplemental Indenture

but only upon the terms and conditions set forth in the Indenture, including

the terms and provisions defining and limiting the liabilities and

responsibilities of the Trustee, which terms and provisions shall in like

manner define and limit its liabilities and responsibilities in the performance

of the trust created by the Indenture as hereby amended. The Trustee shall not

be responsible for the adequacy or sufficiency of the Second Supplemental

Indenture, for the due execution thereof by the Issuers and the Guarantors or

for the recitals contained herein, which are the Issuers’ and the Guarantors’

responsibilities.




 




ARTICLE THREE




MISCELLANEOUS PROVISIONS




 




SECTION 3.01.  Instruments to be Read Together. This Second Supplemental

Indenture is an indenture supplemental to and in implementation of the Existing

Indenture, and said Existing Indenture and this Second Supplemental Indenture

shall henceforth be read together.




 




SECTION 3.02.  Confirmation. The Existing Indenture as amended and supplemented

by this Second Supplemental Indenture is in all respects confirmed and

preserved.




 




SECTION 3.03.  Terms Defined. Capitalized terms used herein without

definition shall have the meanings assigned to them in the Existing Indenture.




 




SECTION 3.04.  Counterparts. This Second Supplemental Indenture may be

signed in any number of counterparts each of which so executed shall be deemed

to be an original, but all such counterparts shall together constitute but one

and the same instrument.




 




SECTION 3.05.  Effect of Headings. The Section headings herein are for

convenience only and shall not affect the construction hereof.




 




SECTION 3.06.  Effectiveness. The provisions of this Second Supplemental

Indenture will take effect immediately upon execution thereof by the parties

hereto and will become operative on the




 




7





























 




Operative Date of this Second Supplemental Indenture. If the Tender

Offer Condition does not occur, the terms of this Second Supplemental Indenture

shall be null and void.




 




SECTION 3.07.  Governing Law. The internal law of the State of New York

shall govern and be used to construe this Second Supplemental Indenture without

giving effect to applicable principles of conflicts of law to the extent that

the application of the laws of another jurisdiction would be required thereby.

This Second Supplemental Indenture is subject to the provisions of the Trust

Indenture Act that are required to be part of the Indenture and shall, to the

extent applicable, be governed by such provisions.




 




[remainder of the page

intentionally left blank]




 




8





























 




IN WITNESS WHEREOF, the parties hereto have caused

this Second Supplemental Indenture to be duly executed as of the date first

above written.




 




 




	

   


  	

  EURAMAX INTERNATIONAL LIMITED


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   By:


  	

  /s/ Paul F. Williams


  	

   


  
	

   


  	

   


  	

  Name: Paul F. Williams


  	

   


  
	

   


  	

   


  	

  Title: Director/Secretary


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX EUROPEAN HOLDINGS LIMITED


  
	

   


  	

   


  
	

   


  	

   By:


  	

  /s/ Paul F. Williams


  	

   


  
	

   


  	

   


  	

  Name: Paul F. Williams


  	

   


  
	

   


  	

   


  	

  Title: Director/Secretary


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX EUROPEAN HOLDINGS, B.V.


  
	

   


  	

   


  
	

   


  	

   By:


  	

  /s/ S. Kirk Huddleston


  	

   


  
	

   


  	

   


  	

  Name: S. Kirk Huddleston


  	

   


  
	

   


  	

   


  	

  Title: Attorney in fact for Rob Dresen on behalf of

  Euramax European Holdings B.V., the sole director of Euramax International

  Holdings B.V.


  
	

   


  	

   


  
	

   


  	

  AMERIMAX U.K., INC.


  
	

   


  	

   


  
	

   


  	

   By:


  	

  /s/ Ian Pittendreigh


  	

   


  
	

   


  	

   


  	

  Name: Ian Pittendreigh


  	

   


  
	

   


  	

   


  	

  Title: Secretary/Director


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX INTERNATIONAL, INC.


  
	

   


  	

   


  
	

   


  	

   By:


  	

  /s/ R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name: R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Title: Chief Financial Officer


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  EURAMAX INTERNATIONAL HOLDINGS


  LIMITED


  
	

   


  	

   


  
	

   


  	

   By:


  	

  /s/ Paul F. Williams


  	

   


  
	

   


  	

   


  	

  Name: Paul F. Williams


  	

   


  
	

   


  	

   


  	

  Title: Director/Secretary


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX CONTINENTAL LIMITED


  
	

   


  	

   


  
	

   


  	

   By:


  	

  /s/ Paul F. Williams


  	

   


  
	

   


  	

   


  	

  Name: Paul F. Williams


  	

   


  
	

   


  	

   


  	

  Title: Director/Secretary


  	

   


  





 




SIGNATURE PAGE TO THE

SECOND SUPPLEMENTAL INDENTURE




 




 





























 




	

   


  	

   


  
	

   


  	

  AMERIMAX FABRICATED

  PRODUCTS INC.


  
	

   


  	

   


  
	

   


  	

   By:


  	

  /s/ R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name: R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Title: Chief Financial Officer


  	

   


  
	

   


  	

   


  
	

   


  	

  JPMORGAN CHASE BANK, as Trustee


  
	

   


  	

   


  
	

   


  	

   By:


  	

  /s/ Natalia Moran


  	

   


  
	

   


  	

   


  	

  Name: Natalia Moran


  	

   


  
	

   


  	

   


  	

  Title: Vice President


  	

   


  





 




SIGNATURE PAGE TO THE

SECOND SUPPLEMENTAL INDENTURE