ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH MAY BE DELIVERED BY FACSIMILE AND WHICH WHEN SO EXECUTED AND DELIVERED
(INCLUDING COUNTERPARTS DELIVERED BY FACSIMILE) SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE
AND THE SAME INSTRUMENT.
7.
SECTION REFERENCES.
SECTION TITLES AND REFERENCES USED IN THIS
AMENDMENT SHALL BE WITHOUT SUBSTANTIVE MEANING OR CONTENT OF ANY KIND WHATSOEVER
AND ARE NOT A PART OF THE AGREEMENTS AMONG THE PARTIES HERETO EVIDENCED HEREBY.
8.
NO DEFAULT.
TO INDUCE EACH OF THE LENDERS PARTY HERETO, THE
ISSUER, AND THE AGENT TO ENTER INTO THIS AMENDMENT AND TO CONTINUE TO MAKE
ADVANCES PURSUANT TO THE CREDIT AGREEMENT, EACH OF THE BORROWERS AND THE LOAN
PARTIES HEREBY ACKNOWLEDGES AND AGREES THAT, AS OF THE DATE HEREOF, AND AFTER
GIVING EFFECT TO THE TERMS HEREOF, THERE EXISTS (I) NO DEFAULT OR EVENT OF
DEFAULT AND (II) NO RIGHT OF OFFSET, DEFENSE, COUNTERCLAIM, CLAIM OR OBJECTION
IN FAVOR OF THE BORROWERS OR THE LOAN PARTIES ARISING OUT OF OR WITH RESPECT TO
ANY OF THE OBLIGATIONS OR OTHER OBLIGATIONS OF THE BORROWERS OR THE LOAN PARTIES
OWED TO THE LENDERS UNDER THE CREDIT AGREEMENT OR OTHERWISE.
9.
FURTHER ASSURANCES.
EACH OF THE BORROWERS AND THE LOAN PARTIES
AGREE TO TAKE SUCH FURTHER ACTIONS AS THE AGENT SHALL REASONABLY REQUEST IN
CONNECTION HEREWITH TO EVIDENCE THE AMENDMENTS HEREIN CONTAINED.
10.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
11.
CONSENT AND REAFFIRMATION.
EACH OF THE LOAN PARTIES WHICH IS A
GUARANTOR (I) CONSENTS TO THE EXECUTION AND DELIVERY OF THIS AMENDMENT BY THE
BORROWERS AND EACH OTHER GUARANTOR AND (II) REAFFIRMS (IN LIGHT OF THIS
AMENDMENT) ALL OF ITS OBLIGATIONS AND COVENANTS UNDER THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY, AND AGREES THAT NONE OF SUCH OBLIGATIONS AND COVENANTS
SHALL BE DIMINISHED BY THE EXECUTION AND DELIVERY OF THIS AMENDMENT, EXCEPT AS
EXPRESSLY PROVIDED FOR HEREIN.
12.
CONDITIONS PRECEDENT.
THIS AMENDMENT SHALL BE EFFECTIVE UPON THE
AGENT'S RECEIPT OF EXECUTED AND DELIVERED SIGNATURE PAGES HERETO FROM EACH OF
THE BORROWERS, THE LOAN PARTIES, THE MAJORITY LENDERS, THE ISSUER, AND THE
AGENT.
[SIGNATURES ON FOLLOWING PAGES]
3
IN WITNESS WHEREOF, each of the Borrowers, the Loan Parties, the following
Lenders, the Issuer, and the Agent have caused this Amendment to be duly
executed, under seal, by its duly authorized officer as of the day and year
first above written.
BORROWERS:
EURAMAX INTERNATIONAL, INC.
By:
Name:
R. Scott Vansant
Title:
Chief Financial Officer
EURAMAX INTERNATIONAL LIMITED
EURAMAX INTERNATIONAL HOLDINGS
LIMITED
EURAMAX EUROPEAN HOLDINGS
LIMITED
EURAMAX CONTINENTAL LIMITED
EURAMAX COATED PRODUCTS LIMITED
EURAMAX EUROPE LIMITED
EURAMAX HOLDINGS LIMITED
By:
Name:
R. Scott Vansant
Title:
Director
EURAMAX INTERNATIONAL HOLDINGS B.V.
By:
Name:
Title:
EURAMAX EUROPEAN HOLDINGS B.V.
EURAMAX NETHERLANDS B.V.
EURAMAX EUROPE B.V.
EURAMAX COATED PRODUCTS B.V.
By:
Name:
Title:
AMERIMAX U.K. (f/k/a/, Amerimax