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 LENDERS, THE ISSUER, AND THE AGENT.
[SIGNATURES ON FOLLOWING PAGES]
4
IN WITNESS WHEREOF, each of the Borrowers, the Loan Parties, the 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:
5
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 Holdings, Inc.) INC.
By:
Name:
David Pugh
Title:
Director
AMERIMAX FABRICATED PRODUCTS, INC.
AMERIMAX BUILDING PRODUCTS, INC.
AMERIMAX COATED PRODUCTS, INC.
AMERIMAX RICHMOND COMPANY
AMERIMAX FINANCE COMPANY, INC.
AMERIMAX LAMINATED PRODUCTS, INC.
AMERIMAX HOME PRODUCTS, INC.
AMERIMAX DIVERSIFIED PRODUCTS, INC.
AMERIMAX PENNSYLVANIA, INC.
FABRAL HOLDINGS, INC.
FABRAL, INC.
By:
Name:
R. Scott Vansant
Title:
Chief Financial Officer
6
ELLBEE LIMITED
By:
Name:
Title:
BERGER HOLDINGS, LTD.
BERGER FINANCIAL CORP.
BERGER BROS COMPANY
COPPER CRAFT, INC.
WALKER METAL PRODUCTS, INC.
By:
Name:
R. Scott Vansant
Title:
Vice President and Chief Financial Officer
7
ISSUER AND AGENT:
WACHOVIA BANK, NATIONAL
ASSOCIATION (successor by merger to FIRST
UNION NATIONAL BANK)
By:
Name:
Title:
8
LENDERS:
WACHOVIA BANK, NATIONAL
ASSOCIATION (successor by merger to FIRST
UNION NATIONAL BANK), as Lender
By:
Name:
Title:
9
LASALLE BANK NATIONAL ASSOCIATION, as Lender
By:
Name:
Title:
10
PNC BANK, NATIONAL ASSOCIATION, as Lender
By:
Name:
Title:
11
FLEET NATIONAL BANK, as Lender
By:
Name:
Title:
12
SUNTRUST BANK,