**Exhibit10.17**

**AMENDMENTNO 2 AND CONSENTTOEURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENT**

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AMENDMENTNO. 2AND CONSENT (this “*Amendment*”), dated as of May15, 2003, to the Second Amended and Restated Credit Agreement, dated as ofMarch 15, 2002 (as amended to the date hereof, the “*Credit Agreement*”), amongEuramax International, Inc., a Delaware corporation (the “*Euramax U.S.*”), theBorrowers and other Loan Parties referred to therein, the financialinstitutions 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 suchLenders and Issuers (in such capacity, the “*Agent*”). Capitalized terms used herein but not defined herein are used as definedin the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Loan Parties, the Lenders, theIssuers and the Agent are party to the Credit Agreement;

WHEREAS, the Loan Parties have notified theAgent that (a) CVC Europe, Paribas and certain other holders of Stock ofEuramax U.S. (collectively, the “*Sellers*”) have entered into a StockPurchase Agreement (the “*Stock Purchase Agreement*”), dated as ofApril 15, 2003, together with Citigroup Venture Capital Equity Partners, L.P.(“*CVCEquity*”), CVC Executive Fund LLC (“*CVC Executive*”) and CVC/SSBEmployee Fund, L.P. (“*CVC Employee*” and, together with CVCEquity and CVC Executive, the “*Buyers*”), whereby the Buyers will purchasethe Stock of the Sellers in Euramax U.S., (b) Euramax U.S., the Buyers andCVC U.S. have entered into a Securities Holders Agreement, dated as ofApril 15, 2003, together with the continuing and management investorsnamed therein (the “*New Stockholders’ Agreement*”),(c) the Loan Parties desire to amend and restate the Registration RightsAgreement (such amendment and restatement, in the form presented to the Lenderson the date hereof with such changes as may be agreed to by the AdministrativeAgent, the “*SecuritiesHolders Agreement*”)**to account for the changes in Stockownership contemplated in the Stock Purchase Agreement and (d) EuramaxU.S. has entered into an Advisory Agreement (the “*Advisory Agreement*”, and,together with the Stock Purchase Agreement, the New Stockholders’ Agreement andthe 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 ofthe stock purchase contemplated in the Stock Purchase Agreement being hereinreferred to as the “*Specified Transactions*”);

WHEREAS, the Loan Parties have requested thatthe Agent and the Majority Lenders (a) consent to the SpecifiedTransactions, 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 thelimitations and conditions set forth herein, to (a) consent to theSpecified Transactions, effective as of and from the Amendment Effective Dateand (b) further amend the Credit Agreement as set forth herein;

 

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NOW,THEREFORE,****inconsideration of the premises and the covenants and obligations containedherein the parties hereto agree as follows:

***Section 1.              Consent***

Effective as ofthe Amendment Effective Date and subject to the satisfaction (or due waiver bythe Agent) of the conditions set forth in*Section 3 (Conditions Precedent to the Effectivenessof this Amendment)*hereof, the Lenders party to this Amendment,constituting the Majority Lenders, and the Agent consent to the SpecifiedTransactions and waive any Events of Default resulting thereby under the CreditAgreement; *provided*,*however*,that the waiver set forth in this *Section 1* shall not excuse anyfailure to comply after the Amendment Effective Date with the Credit Agreementas amended hereby.

***Section 2.              Amendments to the Credit Agreement***

The Credit Agreement is, effective as of the AmendmentEffective Date and subject to the satisfaction (or due waiver by the Agent) ofthe conditions set forth in*Section 3 (Conditions Precedent to theEffectiveness of this Amendment)*hereof, hereby amended as follows:

(a)           ***Amendments to Article I (Definitions, Interpretationand Accounting Terms)***

(i)            The followingdefinitions for the following terms are hereby inserted in *Section 1.1 (Defined Terms)*of the Credit Agreement in the appropriate place to preserve the alphabeticalorder of the definitions in such section (and, if applicable, such definitionsshall replace in their entirety the corresponding existing definitions for suchterms in such section):

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

“AdvisoryAgreement” 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 bythis Agreement.

“CVC U.S.”means, collectively, (a) Citicorp Venture Capital, Ltd., a New Yorkcorporation, (b) Citigroup Venture Capital Equity Partners, L.P., aDelaware limited partnership, (c) CVC Executive Fund LLC, a Delawarelimited liability company, and (d) CVC/SSB Employee Fund, L.P., a Delawarelimited 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 suchPerson or a Subsidiary of such Person, for such period taken as a singleaccounting period, plus, without duplication, (a) the sum of thefollowing amounts of such Person and its Subsidiaries (including the sum of thefollowing amounts on a pro forma basis of any Person acquired by such Person ora Subsidiary of such Person) for such period determined on a 

 

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consolidated basis in conformity with GAAP to the extent included inthe 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 chargesrelating to the mark-to-market of derivative instruments as required by FAS133, (vii) non-cash charges relating to write-downs of long-lived assets due toimpairment as required by FASB 121, (viii) unrealized losses resulting fromchanges in foreign exchange rates used to convert debt from its stated currencyto the local currency of the debtor, (ix) extraordinary losses (and other losseson Asset Sales not otherwise included in extraordinary losses determined on aconsolidated basis in conformity with GAAP) and (x) up to $3,000,000 inexpenses related to the stock purchase contemplated in the Stock PurchaseAgreement; less (b) the sum of the following amounts of such Personand its Subsidiaries determined on a consolidated basis in conformity with GAAPto the extent included in the determination of such Net Income (Loss):  (i) unrealized gains resulting fromchanges in foreign exchange rates used to convert debt from its stated currencyto the local currency of the debtor, (ii) extraordinary gains (and othergains on Asset Sales not otherwise included in extraordinary gains determinedon 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 ofaccounting except to the extent of the amount of dividends or distributionspaid to such Person.

“RegistrationRights Agreement” means the Registration Rights Agreement, datedSeptember 25, 1996, among Euramax U.S. and the shareholders of EuramaxU.S., as such agreement may be amended by the Amended and Restated RegistrationRights Agreement, among Euramax U.S. and the shareholders of Euramax U.S., inthe form presented to the Lenders on April    , 2003(together with such changes as may be approved by the Administrative Agentprior to the execution and delivery thereof), and as such amended and restatedagreement may be otherwise amended, supplemented or otherwise modified fromtime to time to the extent permitted by this Agreement.

“RelatedDocuments” means each Existing Related Document, the Advisory Agreement andthe Stock Purchase Agreement (together with the certificate delivered to theLenders to certify as to the consummation of the stock transfers contemplatedin the Stock Purchase Agreement).

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

“Stock PurchaseAgreement” means the Stock Purchase Agreement, dated as of April 15,2003, by and among CVC Europe, Paribas and certain other holders of Stock ofEuramax 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 CreditAgreement is hereby amended by inserting immediately after the words “StockEquivalents” in the third line thereof and immediately prior to the word“except” in such line the phrase “(including, without limitation, through anyredemption, retirement, sinking fund or similar payment, purchase or otheracquisition for value, whether direct or indirect, of any Stock or StockEquivalent of any Loan Party now or hereafter outstanding)”.

(ii)           *Clause (ii)*of*Section 7.10 (Transactions with Affiliates)* of theCredit Agreement is hereby amended and restated to read in its entirety asfollows:

(ii)           transfer, sell, lease, assign orotherwise dispose of any asset (including, without limitation, make cashpayments) to any Affiliate of any Loan Party, including any Subsidiary of anyLoan Party other than (x) in a Permitted Merger and (y) except duringthe continuance of any Default or Event of Default (where such payments shallnot be permitted), the payment by Euramax U.S. to the Advisor of, in each casepursuant 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 andas defined in the Stock Purchase Agreement) plus reasonable out-of-pocketexpenses of the Advisor, (B) annual advisory fees in an amount notexceeding for any Fiscal Year the greater of (x) $600,000 or (y) thelesser of (1) $1,000,000 and (2) 1% of the “Consolidated EBITDA” (asdefined in the Advisory Agreement and determined in accordance with suchAdvisory Agreement by Advisor and Euramax U.S.) of Euramax U.S. and itsSubsidiaries and (C) transaction fees paid in connection with theconsummation of any Investment permitted under Section 7.6(j) or any AssetSale permitted under Section 7.5(c)(ii) in an amount equal to 1% of theamount of such Investment or, as the case may be, the Fair Market Value of theassets and properties subject to such Asset Sale and any other transaction feespayable under the Advisory Agreement as may be consented to by the MajorityLenders.

(c)           ***Amendments to Article VIII (Events of Default and CashCollateral)***

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

***Section 3.              Conditions Precedent to theEffectiveness of this Amendment***

This Amendment shall become effective on the datewhen, and only when, each of the following conditions precedent shall have beensatisfied (the “*Amendment Effective Date*”) or duly waived by the Agent:

(a)           *Certain Documents.* The Agent shall have received each of thefollowing, each dated the Amendment Effective Date (unless otherwise agreed bythe Agent), in form and substance satisfactory to the Agent and in sufficientcopies for each Lender:

 

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

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

(iii)          a certificate fromCVC Equity that the Stock sale or purchase contemplated in the Stock PurchaseAgreement to be made by the Buyers and Sellers have been consummated on thedate set forth in such certificate and on the terms set forth in the StockPurchase Agreement; and

(iv)          suchadditional documentation as the Agent may reasonably require;

(b)           *Corporateand Other Proceedings*.  Allcorporate, limited liability company, partnership and other proceedings, andall documents, instruments and other legal matters in connection with thetransactions contemplated by this Amendment shall be reasonably satisfactory inall respects to the Agent and each Lender;

(c)           *Representations and Warranties. *Each of the representations andwarranties 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 allObligations due, after giving effect to this Amendment, on or before theAmendment Effective Date including, without limitation, the fees set forth in *Section 5(Fees and Expenses)* hereof and**all costs and expenses of the Agent inconnection with the preparation, reproduction, execution and delivery of thisAmendment and all other Loan Documents entered into in connection herewith(including, without limitation, the reasonable fees and out-of-pocket expensesof counsel for the Agent with respect thereto and all other Loan Documents) andall other costs, expenses and fees due under any Loan Document.

***Section 4.              Representations and Warranties***

On and as of theAmendment Effective Date, after giving effect to this Amendment, each LoanParty hereby represents and warrants, as to itself and each of itsSubsidiaries, to the Agent and each Lender as follows:

(a)           *Authorization; No Conflict. *The execution, delivery andperformance of this Amendment has been duly authorized by all necessarycorporate, limited liability company, partnership or other action on the partof such Loan Party and such Subsidiaries, and this Amendment and the LoanDocuments as amended hereby, and the transactions contemplated hereby andthereby, do not and will not (i) require any consent or approval of thestockholders 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 whichremain in full force and effect, (ii) violate any Requirement of Law,(iii) result in a breach of or constitute a default under any ContractualObligation to which any Loan Party or any of its Subsidiaries is a party or bywhich 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 anynature upon or with respect to any of the properties now owned or 

 

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hereafter acquiredby any Loan Party or any of its Subsidiaries (other than pursuant to the LoanDocuments);

(b)           *Permits. *All authorizations, consents, approvals of, licensesof, or filings or registrations with, any court or Governmental Authority,required in connection with the execution, delivery and performance by any LoanParty of this Amendment and the performance by each Loan Party of the LoanDocuments as amended hereby, and the consummation by each Loan Party of thetransactions contemplated hereby and thereby, have been obtained, given, filedor taken and are in full force and effect;

(c)           *Due Execution; Enforceability. *This Amendment has been dulyexecuted and delivered by each Loan Party and each of this Amendment and eachLoan Document as amended hereby constitutes the legal, valid and bindingobligation of each Loan Party thereto, enforceable against such Loan Party inaccordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or similar lawsaffecting enforcement of creditors’ rights generally and by general equitableprinciples (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 adverseconditions upon the execution, delivery and performance of this Amendment orthe Loan Documents as amended hereby or upon the consummation of thetransactions contemplated hereby or thereby;

(e)           *No Material Adverse Effect. *None of the transactionscontemplated by this Amendment or the Loan Documents as amended hereby willresult in a Material Adverse Effect, and the execution, delivery andperformance of this Amendment will not adversely affect the Liens of anyCollateral Document;

(f)            *Related Documents. *No provision of any RelatedDocument or any other Contractual Obligation of any Loan Party would prohibit,restrict or impose any conditions on this Amendment or the other Loan Documentsas amended hereby, and no consent under any Related Document or otherContractual Obligation (other than consents that have already been obtained andremain in full force and effect) is required for the execution, delivery orperformance 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 hereinexcept as specifically contemplated hereby;

(g)           *Representations and Warranties. *Each of the representations andwarranties contained in any Loan Document are true and correct on and as of theAmendment Effective Date, in each case as if made on and as of such date andexcept to the extent that such representations and warranties specificallyrelate to a specific date, in which case such representations and warrantiesare true and correct as of such specific date; *provided*, *however*,that references therein to the “*Credit Agreement*” of Sections thereofshall be deemed to refer to the Credit Agreement as amended hereby and aftergiving effect to the consents and waivers set forth herein; and

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

 

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***Section 5.              Fees and Expenses***

The Loan Partiesjointly 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 costsand expenses of the Agent incurred in connection with the preparation,execution and delivery of this Amendment and all other Loan Documents enteredinto in connection herewith (including, without limitation, the reasonable feesand out-of-pocked expenses of counsel for the Agent with respect thereto andall other Loan Documents).

***Section 6.              Reference to the Effect on theLoan Documents***

(a)           As of the AmendmentEffective 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 theCredit Agreement (including, without limitation, by means of words like “*thereunder*”,“*thereof*”and words of like import), shall mean and be a reference to the CreditAgreement as amended hereby, and this Amendment and the Credit Agreement shallbe read together and construed as a single instrument.  Each of the table of contents and lists ofExhibits and Schedules of the Credit Agreement shall be amended to reflect thechanges made in this Amendment as of the Amendment Effective Date.

(b)           Except as expresslyamended hereby or specifically waived above, all of the terms and provisions ofthe Credit Agreement and all other Loan Documents are and shall remain in fullforce and effect and are hereby ratified and confirmed.

(c)           The execution,delivery and effectiveness of this Amendment shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of theLenders, Issuers, Arranger or the Agent under any of the Loan Documents, norconstitute a waiver or amendment of any other provision of any of the LoanDocuments or for any purpose except as expressly set forth herein.

(d)           This Amendment is aLoan Document.

***Section 7.              Consent of Guarantors***

Each Guarantor herebyconsents to this Amendment and agrees that the terms hereof shall not affect inany way its obligations and liabilities under the Loan Documents (as amendedand otherwise expressly modified hereby), all of which obligations andliabilities shall remain in full force and effect and each of which is herebyreaffirmed (as amended and otherwise expressly modified hereby).

***Section 8.              Execution in Counterparts***

This Amendment may beexecuted in any number of counterparts and by different parties in separatecounterparts, each of which when so executed shall be deemed to be an originaland all of which taken together shall constitute one and the sameagreement.  Signature pages may bedetached from multiple separate counterparts and attached to a singlecounterpart so that all signature pages are attached to the same document.  Delivery of an executed counterpart bytelecopy shall be effective as delivery of a manually executed counterpart ofthis Amendment.

 

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***Section 9.              Governing Law***

This Amendment shall begoverned 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 suchprovision would require the application of any law other than that of the Stateof New York).

***Section 10.            Section Titles***

The section titlescontained in this Amendment are and shall be without substantive meaning orcontent of any kind whatsoever and are not a part of the agreement between theparties 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 areference in parentheses to the title of the section of such Loan Documentcontaining 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 thereference to the number of such section, the reference to the title shallgovern absent manifest error.  If anyreference to the number of a section (but not to any clause, sub-clause orsubsection thereof) of any Loan Document is followed immediately by a referencein parenthesis to the title of a section of any Loan Document, the titlereference shall govern in case of direct conflict absent manifest error.

***Section 11.            Notices***

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

***Section 12.            Severability***

The fact that any term orprovision of this Agreement is held invalid, illegal or unenforceable as to anyPerson in any situation in any jurisdiction shall not affect the validity,enforceability or legality of the remaining terms or provisions hereof or thevalidity, enforceability or legality of such offending term or provision in anyother situation or jurisdiction or as applied to any Person.

***Section 13.            Successors***

The terms of thisAmendment shall be binding upon, and shall inure to the benefit of, the partieshereto and their respective successors and assigns.

***Section 14.            Waiver of Jury Trial***

EACHLOAN PARTY HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHTS ITMAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR LITIGATION BASEDHEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT OR ANYOTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, ANY ISSUER, ANY LENDER ORANY LOAN PARTY WITH RESPECT TO THIS AMENDMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTOTHIS AGREEMENT.

[SIGNATURE PAGES FOLLOW]

 

 

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**IN WITNESS WHEREOF****,**the parties hereto have caused this Amendment to be executed by theirrespective officers and general partners thereunto duly authorized, as of thedate first written above.
|   | EURAMAX INTERNATIONAL, INC. |
|--------|-----------------------------|
|   |                        |   |   |
|   |                        |   |   |
|   | By:                         |   |
|   |                        | Name: |   |
|   |                        | Title: |   |
|   |                        |   |   |

 
|   | EURAMAX INTERNATIONAL HOLDINGS LIMITED |
|--------|----------------------------------------|
|   |                                   |   |   |
|   |                                   |   |   |
|   | By:                                    |   |
|   |                                   | Name: |   |
|   |                                   | Title: |   |
|   |                                   |   |   |

 
|   | EURAMAX INTERNATIONAL LIMITED |
|--------|-------------------------------|
|   |                          |   |   |
|   |                          |   |   |
|   | By:                           |   |
|   |                          | Name: |   |
|   |                          | Title: |   |
|   |                          |   |   |

 
|   | EURAMAX EUROPEAN HOLDINGS LIMITED |
|--------|-----------------------------------|
|   |                              |   |   |
|   |                              |   |   |
|   | By:                               |   |
|   |                              | Name: |   |
|   |                              | Title: |   |
|   |                              |   |   |

 
|   | EURAMAX CONTINENTAL LIMITED |
|--------|-----------------------------|
|   |                        |   |   |
|   |                        |   |   |
|   | By:                         |   |
|   |                        | Name: |   |
|   |                        | Title: |   |
|   |                        |   |   |

 

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

 

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|   | EURAMAX EUROPEAN HOLDINGS B.V. |
|--------|--------------------------------|
|   |                           |   |   |
|   |                           |   |   |
|   | By:                            |   |
|   |                           | Name: |   |
|   |                           | Title: |   |
|   |                           |   |   |

 
|   | EURAMAX EUROPE LIMITED |
|--------|------------------------|
|   |                   |   |   |
|   |                   |   |   |
|   | By:                    |   |
|   |                   | Name: |   |
|   |                   | Title: |   |
|   |                   |   |   |

 
|   | EURAMAX NETHERLANDS B.V. |
|--------|--------------------------|
|   |                     |   |   |
|   |                     |   |   |
|   | By:                      |   |
|   |                     | Name: |   |
|   |                     | Title: |   |
|   |                     |   |   |

 
|   | EURAMAX HOLDINGS LIMITED |
|--------|--------------------------|
|   |                     |   |   |
|   |                     |   |   |
|   | By:                      |   |
|   |                     | Name: |   |
|   |                     | Title: |   |
|   |                     |   |   |

 
|   | EURAMAX EUROPE B.V. |
|--------|---------------------|
|   |                |   |   |
|   |                |   |   |
|   | By:                 |   |
|   |                | Name: |   |
|   |                | Title: |   |
|   |                |   |   |

 
|   | ELLBEE LIMITED |
|--------|----------------|
|   |           |   |   |
|   |           |   |   |
|   | By:            |   |
|   |           | Name: |   |
|   |           | Title: |   |
|   |           |   |   |

 

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

 

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|   | EURAMAX COATED PRODUCTS LIMITED |
|--------|---------------------------------|
|   |                            |   |   |
|   |                            |   |   |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |   |   |

 
|   | EURAMAX COATED PRODUCTS B.V. |
|--------|------------------------------|
|   |                         |   |   |
|   |                         |   |   |
|   | By:                          |   |
|   |                         | Name: |   |
|   |                         | 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 TOAMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]

 

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|   | BNP    | PARIBAS,                                                        |
|--------|--------|-----------------------------------------------------------------|
|   |   | *as the Agent, the Issuer, the  Swing Loan Lender and a Lender* |
|   |   |                                                            |   |
|   |   |                                                            |   |
|   | By:    |                                                            |
|   |   | Name:                                                           |   |
|   |   | Title:                                                          |   |
|   |   |                                                            |   |
|   |   |                                                            |   |
|   |   |                                                            |   |
|   | By:    |                                                            |
|   |   | Name:                                                           |   |
|   |   | Title:                                                          |   |
|   |   |                                                            |   |
|        |        |                                                                 |  |  |

 

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

 

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|   | 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 TOAMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]

 

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