**Exhibit10.16**

**AMENDMENTNO 1 AND WAIVERTOEURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENT**

 

AMENDMENTNO. 1AND WAIVER (this “*Amendment*”), dated as ofApril 14, 2003, to the Second Amended and Restated Credit Agreement, datedas of March 15, 2002 (as amended to the date hereof, the “*CreditAgreement*”), among Euramax International, Inc., a Delawarecorporation (the “*Euramax U.S.*”), the Borrowers and other Loan Partiesreferred to therein, the financial institutions from time to time party theretoas lenders (the “*Lenders*”), the financial institutions from time to timeparty thereto as issuers (the “*Issuers*”) and BNP Paribas, acting throughits New York branch, as agent for such Lenders and Issuers (in such capacity,the “*Agent*”).  Capitalized terms used herein but notdefined 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, theIssuers and the Agent are party to the Credit Agreement;

WHEREAS, the Loan Parties have notified theAgent that Euramax U.S. has repurchased Stock of Euramax U.S. from departingmanagement shareholders in amounts equal to $475,000 (for repurchases made onAugust 29, 2002) and $1,403,535 (for repurchases made on January 6,2002) and plans to repurchase additional shares for an amount equal to$1,200,000 (collectively, the “*Repurchases*”), which Repurchases are notcurrently permitted in the aggregate by *Section 7.4(a)(x)(1)* of the CreditAgreement (the Events of Default resulting prior to the Amendment EffectiveDate from the Repurchases, together with any Event of Default that may existprior to the Amendment Effective Date by reason of any failure to delivernotice thereof under *Section 6.12(e) (Reporting Requirements)*ofthe Credit Agreement or by past misrepresentations under the Credit Agreementor any other Loan Document that no Default or Events of Default existed andwere continuing, being referred to as the “*Specified Events of Default*”);

WHEREAS, the Loan Parties have requested thatthe Agent and the Majority Lenders (a) waive the Specified Events ofDefault, 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) waive the SpecifiedEvents of Default and (b) further amend the Credit Agreement as set forthherein;

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

***Section 1.              Waiver***

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 

 

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Majority Lenders, and theAgent waive the Specified Events of Default; *provided*, *however*,that the waiver set forth in this *Section 1* shall not excuse any failureto comply after the Amendment Effective Date with the Credit Agreement asamended hereby.

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

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

(a)           ***Amendments to Article VII (Negative Covenants)***

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

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

***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:

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

(ii)           such additional documentation as the Agent may reasonablyrequire;

(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 

 

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counsel for theAgent 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 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 which remainin 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 hereafteracquired by any Loan Party or any of its Subsidiaries (other than pursuant tothe Loan Documents);

(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)            *RelatedDocuments. *No provision ofany Related Document or any other Contractual Obligation of any Loan Partywould prohibit, restrict or impose any conditions on 

 

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this Amendment orthe other Loan Documents as amended hereby, and no consent under any RelatedDocument or other Contractual Obligation is required for the execution,delivery or performance of this Amendment, or the other Loan Documents asamended hereby, or for the consummation of any of the transactions contemplatedhereby, including the transactions contemplated by the amendments set forthherein except 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*” shall be deemed to referto the Credit Agreement as amended hereby and after giving effect to theconsents and waivers set forth herein; and

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

***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 of Exhibitsand Schedules of the Credit Agreement shall be amended to reflect the changesmade 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.

 

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***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 by telecopyshall be effective as delivery of a manually executed counterpart of thisAmendment.

***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 or contentof any kind whatsoever and are not a part of the agreement between the partieshereto, except when used to reference a section.  Any reference to the number of a clause, sub-clause or subsectionof any Loan Document immediately followed by a reference in parentheses to thetitle of the section of such Loan Document containing such clause, sub-clauseor subsection is a reference to such clause, sub-clause or subsection and notto the entire section; *provided*, *however*, that, in case ofdirect conflict between the reference to the title and the reference to thenumber of such section, the reference to the title shall govern absent manifesterror.  If any reference to the numberof a section (but not to any clause, sub-clause or subsection thereof) of anyLoan Document is followed immediately by a reference in parenthesis to thetitle of a section of any Loan Document, the title reference shall govern incase 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, 

 

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enforceability orlegality of such offending term or provision in any other situation orjurisdiction 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.  THIS PROVISION IS AMATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THIS AGREEMENT.  WITH RESPECT TO THIS AMENDMENT.

[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:                         | /s/ J. David Smith |
|   |                        | Name: | J. David Smith |
|   |                        | Title: | Chief Executive Officer |
|   |                        |   |   |

 
|   | EURAMAX  INTERNATIONAL HOLDINGS LIMITED |
|--------|-----------------------------------------|
|   |                                    |   |   |
|   |                                    |   |   |
|   | By:                                     | /s/ J. David Smith |
|   |                                    | Name: | J. David Smith |
|   |                                    | Title: | Managing Director |
|   |                                    |   |   |

 
|   | EURAMAX INTERNATIONAL LIMITED |
|--------|-------------------------------|
|   |                          |   |   |
|   |                          |   |   |
|   | By:                           | /s/ J. David Smith |
|   |                          | Name: | J. David Smith |
|   |                          | Title: | Managing Director |
|   |                          |   |   |

 
|   | EURAMAX EUROPEAN HOLDINGS LIMITED |
|--------|-----------------------------------|
|   |                              |   |   |
|   |                              |   |   |
|   | By:                               | /s/ J. David Smith |
|   |                              | Name: | J. David Smith |
|   |                              | Title: | Managing Director |
|   |                              |   |   |

 
|   | EURAMAX CONTINENTAL LIMITED |
|--------|-----------------------------|
|   |                        |   |   |
|   |                        |   |   |
|   | By:                         | /s/ J. David Smith |
|   |                        | Name: | J. David Smith |
|   |                        | Title: | Managing Director |
|   |                        |   |   |

 

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

 

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|   | EURAMAX EUROPEAN HOLDINGS B.V. |
|--------|--------------------------------|
|   |                           |   |   |
|   |                           |   |   |
|   | By:                            | /s/ J. David Smith |
|   |                           | Name: | J. David Smith |
|   |                           | Title: | Managing Director |
|   |                           |   |   |

 
|   | EURAMAX EUROPE LIMITED |
|--------|------------------------|
|   |                   |   |   |
|   |                   |   |   |
|   | By:                    | /s/ J. David Smith |
|   |                   | Name: | J. David Smith |
|   |                   | Title: | Managing Director |
|   |                   |   |   |

 
|   | EURAMAX NETHERLANDS B.V. |
|--------|--------------------------|
|   |                     |   |   |
|   |                     |   |   |
|   | By:                      | /s/ J. David Smith |
|   |                     | Name: | J. David Smith |
|   |                     | Title: | Managing Director |
|   |                     |   |   |

 
|   | EURAMAX HOLDINGS LIMITED |
|--------|--------------------------|
|   |                     |   |   |
|   |                     |   |   |
|   | By:                      | /s/ J. David Smith |
|   |                     | Name: | J. David Smith |
|   |                     | Title: | Managing Director |
|   |                     |   |   |

 
|   | EURAMAX EUROPE B.V. |
|--------|---------------------|
|   |                |   |   |
|   |                |   |   |
|   | By:                 | /s/ J. David Smith |
|   |                | Name: | J. David Smith |
|   |                | Title: | Managing Director |
|   |                |   |   |

 
|   | ELLBEE LIMITED |
|--------|----------------|
|   |           |   |   |
|   |           |   |   |
|   | By:            | /s/ J. David Smith |
|   |           | Name: | J. David Smith |
|   |           | Title: | Managing Director |
|   |           |   |   |

 

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

 

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|   | EURAMAX COATED PRODUCTS LIMITED |
|--------|---------------------------------|
|   |                            |   |   |
|   |                            |   |   |
|   | By:                             | /s/ J. David Smith |
|   |                            | Name: | J. David Smith |
|   |                            | Title: | Managing Director |
|   |                            |   |   |

 
|   | EURAMAX COATED PRODUCTS B.V. |
|--------|------------------------------|
|   |                         |   |   |
|   |                         |   |   |
|   | By:                          | /s/ J. David Smith |
|   |                         | Name: | J. David Smith |
|   |                         | Title: | Managing Director |
|   |                         |   |   |

 
|   | AMERIMAX HOLDINGS, INC.  AMERIMAX FABRICATED PRODUCTS, INC.  AMERIMAX BUILDING PRODUCTS, INC.  AMERIMAX COATED PRODUCTS, INC.  AMERIMAX RICHMOND COMPANY  AMERIMAX HOME PRODUCTS, INC.  AMERIMAX LAMINATED PRODUCTS, INC. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                      |   |   |
|   |                                                                                                                                                                                                                      |   |   |
|   | By:                                                                                                                                                                                                                       | /s/ J. David Smith |
|   |                                                                                                                                                                                                                      | Name: | J. David Smith |
|   |                                                                                                                                                                                                                      | Title: | Chief Executive Officer |
|   |                                                                                                                                                                                                                      |   |   |

 
|   | FABRAL HOLDINGS, INC. |
|--------|-----------------------|
|   |                  | (f/k/a Gentek Holdings, Inc.) |
|   | FABRAL, INC.          |
|   |                  | (f/k/a Gentek Building Products, Inc.) |
|   |                  |   |   |
|   |                  |   |   |
|   | By:                   | /s/ J. David Smith |
|   |                  | Name: | J. David Smith |
|   |                  | Title: | Chief Executive Officer |
|   |                  |   |   |

 

[SIGNATURE PAGE TOAMENDMENT NO. 1 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:    | /s/ Cecile Scherer                                              |
|   |   | Name:                                                           | CECILE SCHERER |
|   |   | Title:                                                          | Director Merchant  Banking Group |
|   |   |                                                            |   |
|   |   |                                                            |   |
|   |   |                                                            |   |
|   | By:    | /s/ Mark Darrel                                                 |
|   |   | Name:                                                           | MARK DARREL |
|   |   | Title:                                                          | VICE PRESIDENT |
|   |   |                                                            |   |
|        |        |                                                                 |  |  |

 

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

 

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|   | FLEET NATIONAL BANK, N.A., |
|--------|----------------------------|
|   |                       | *as a Lender* |
|   |                       |   |   |
|   |                       |   |   |
|   | By:                        | /s/ [ILLEGIBLE] |
|   |                       | Name: | [ILLEGIBLE] |
|   |                       | Title: | Director |

 
|   | SUNTRUST BANK, ATLANTA, |
|--------|-------------------------|
|   |                    | *as a Lender* |
|   |                    |   |   |
|   |                    |   |   |
|   | By:                     | /s/ [ILLEGIBLE] |
|   |                    | Name: | [ILLEGIBLE] |
|   |                    | Title: | Director |

 
|   | LASALLE BANK NATIONAL ASSOCIATION, |
|--------|------------------------------------|
|   |                               | *as a Lender* |
|   |                               |   |   |
|   |                               |   |   |
|   | By:                                | /s/ [ILLEGIBLE] |
|   |                               | Name: | [ILLEGIBLE] |
|   |                               | Title: | Sr. Vice President |

 
|   | PNC BANK, NATIONAL ASSOCIATION, |
|--------|---------------------------------|
|   |                            | *as a Lender* |
|   |                            |   |   |
|   |                            |   |   |
|   | By:                             | /s/ Dan Shaw |
|   |                            | Name: | Dan Shaw |
|   |                            | Title: | Vice President |

 
|   | WACHOVIA BANK, N.A., |
|--------|----------------------|
|   |                 | *as a Lender* |
|   |                 |   |   |
|   |                 |   |   |
|   | By:                  | /s/ [ILLEGIBLE] |
|   |                 | Name: | [ILLEGIBLE] |
|   |                 | Title: | Director |

 

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

 

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