AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 16, 1997 Among AMERIMAX FABRICATED PRODUCTS, INC. EURAMAX HOLDINGS LIMITED EURAMAX EUROPE B.V. EURAMAX NETHERLANDS B.V. as Borrowers -- --------- and EURAMAX INTERNATIONAL PLC AMERIMAX HOLDINGS,...Credit Agreement • August 6th, 1997 • Euramax International PLC • Rolling drawing & extruding of nonferrous metals • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 1st, 1997 • Euramax International PLC • Rolling drawing & extruding of nonferrous metals • New York
REGISTRATION RIGHTS AGREEMENT Dated as of August 6, 2003 By and Among EURAMAX INTERNATIONAL, INC. and EURAMAX INTERNATIONAL HOLDINGS B.V., as Primary Issuers, the GUARANTORS named herein and UBS SECURITIES LLC, BANC OF AMERICA SECURITIES LLC, WACHOVIA...Registration Rights Agreement • August 8th, 2003 • Euramax International PLC • Sheet metal work • New York
This Registration Rights Agreement (this “Agreement”) is dated as of August 6, 2003, by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation, (the “Company”), EURAMAX INTERNATIONAL HOLDINGS B.V., a Dutch registered company (together with the Company, the “Primary Issuers”), and each of the Guarantors (as defined herein) (the Primary Issuers collectively with the Guarantors, the “Issuers”), on the one hand, and UBS SECURITIES LLC, BANC OF AMERICA SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLC, ABN AMRO INCORPORATED, and FLEET SECURITIES, INC, (together, the “Initial Purchasers”), on the other hand.
INDENTURE Dated as of August 6, 2003 Among EURAMAX INTERNATIONAL, INC. and EURAMAX INTERNATIONAL HOLDINGS B.V., as Issuers, the Guarantors named herein and JPMORGAN CHASE BANK, as TrusteeIndenture • August 8th, 2003 • Euramax International PLC • Sheet metal work • New York
INDENTURE dated as of August 6, 2003, among EURAMAX INTERNATIONAL, INC., a Delaware corporation (the “Company”), EURAMAX INTERNATIONAL HOLDINGS B.V., a Dutch registered company (“Euramax B.V.” and together with the Company, the “Issuers”), the guarantors party hereto from time to time (the “Guarantors”), and JPMORGAN CHASE BANK (the “Trustee”).
RESTRICTED STOCK AGREEMENT FOR THE EURAMAX INTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLANRestricted Stock Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2015 • Euramax Holdings, Inc. • Sheet metal work • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 14, 2015 (the “Effective Date”), by and between Euramax International, Inc., a Delaware corporation (the “Company”) and Tyrone Johnson (the “Executive”) (each of the Company and the Executive, a “Party,” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2003 • Euramax International PLC • Sheet metal work • Pennsylvania
EMPLOYMENT AGREEMENT (“Agreement”), entered into as of October 10, 2003, by and between Amerimax Pennsylvania, Inc., hereinafter “Amerimax PA” and PAUL L. SPIESE, hereinafter the “Employee.”
AGREEMENT AND PLAN OF MERGER AMONG EURAMAX INTERNATIONAL, INC. AMERIMAX PENNSYLVANIA, INC. AND BERGER HOLDINGS, LTD. Dated as of October 10, 2003Agreement and Plan of Merger • October 20th, 2003 • Euramax International PLC • Sheet metal work • Pennsylvania
THIS IS AN AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 10, 2003, among Euramax International, Inc., a Delaware corporation (“Parent”), Amerimax Pennsylvania, Inc., a Pennsylvania corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), and Berger Holdings, Ltd., a Pennsylvania corporation (the “Company”).
TENDER AND OPTION AGREEMENTTender and Option Agreement • October 20th, 2003 • Euramax International PLC • Sheet metal work • Pennsylvania
TENDER AND OPTION AGREEMENT, dated as of October 10, 2003 (the “Agreement”), among Euramax International, Inc., a Delaware corporation (“Parent”), Amerimax Pennsylvania, Inc., a Pennsylvania corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), Berger Holdings, Ltd., a Pennsylvania corporation (the “Company”), and the persons listed on Schedule A hereto (each a “Shareholder” and, collectively, the “Shareholders”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 9, 2003, Among AMERIMAX FABRICATED PRODUCTS, INC. EURAMAX HOLDINGS LIMITED EURAMAX EUROPE B.V. EURAMAX NETHERLANDS B.V.Credit Agreement • October 20th, 2003 • Euramax International PLC • Sheet metal work • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 9, 2003, among EURAMAX INTERNATIONAL, INC., a Delaware corporation (“Euramax U.S.”); EURAMAX INTERNATIONAL HOLDINGS LIMITED, a company organized under the laws of England and Wales (“Newco U.K.”); EURAMAX INTERNATIONAL LIMITED, a company organized under the laws of England and Wales (“Euramax”); AMERIMAX U.K., INC. (f/k/a Amerimax Holdings, Inc.), a Delaware corporation (“Amerimax U.K.”); EURAMAX EUROPEAN HOLDINGS LIMITED, a company organized under the laws of England and Wales (“U.K. Holdings”); EURAMAX EUROPE LIMITED, a company organized under the laws of England and Wales (“U.K. Company”); EURAMAX HOLDINGS LIMITED, a company organized under the laws of England and Wales (“U.K. Operating Co.”); EURAMAX CONTINENTAL LIMITED, a company organized under the laws of England and Wales (“Newco U.K. II”); EURAMAX EUROPEAN HOLDINGS B.V., a company organized under the laws of The Netherlands (“Dutch Holdings”); EURAMAX NETHERLANDS
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 31st, 2005 • Euramax International Inc • Sheet metal work • Delaware
THIS AGREEMENT is entered into this day of , 2005 by and between Euramax International, Inc., a Delaware corporation, and J. David Smith (“Executive”).
STOCK OPTION AGREEMENTStock Option Agreement • October 20th, 2003 • Euramax International PLC • Sheet metal work • Pennsylvania
STOCK OPTION AGREEMENT dated as of October 10, 2003 (this “Agreement”) by and among Euramax International, Inc., a Delaware corporation (“Parent”), Amerimax Pennsylvania, Inc., a Pennsylvania corporation and an indirect subsidiary of Parent (the “Purchaser”), and Berger Holdings, Ltd., a Pennsylvania corporation (the “Company”).
Euramax International, Inc. 5445 Triangle Parkway Suite 350 Norcross, Georgia 30092 Telephone 770-449-7066 December 1, 1999Euramax International PLC • November 4th, 2003 • Sheet metal work • Delaware
This letter sets forth the understanding between Euramax International, Inc. (the "Company") and you, Mitchell B. Lewis ("Executive"), with respect to certain payments the Executive is to receive in the event there is a Change of Control (defined below) of the Company, provided that Executive is employed by Company or one of its subsidiaries or Affiliates (defined below) on the date that such Change in Control occurs. The Company has agreed to provide Executive with these benefits in consideration of Executive's contributions to the Company, his continued employment with the Company or its subsidiaries or Affiliates, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive and the Company. These payments are in addition to the compensation Executive is entitled to under Executive's employment relationship and in addition to all stock owned or options now or hereafter granted to Executive.
SUPPLEMENTAL INDENTURE in respect of EURAMAX INTERNATIONAL LIMITED, EURAMAX EUROPEAN HOLDINGS PLC EURAMAX EUROPEAN HOLDINGS, B.V. AMERIMAX HOLDINGS, INC. $135,000,000 11 3% SENIOR SUBORDINATED NOTES DUE 2006Supplemental Indenture • March 23rd, 2000 • Euramax International PLC • Rolling drawing & extruding of nonferrous metals • New York
SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of November 18, 1999, by and among EURAMAX INTERNATIONAL LIMITED, a private limited company organized under the laws of England and Wales ("Euramax"), EURAMAX EUROPEAN HOLDINGS PLC, a public 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 HOLDINGS, INC., a Delaware corporation ("Amerimax" or the "Guarantor"), and THE CHASE MANHATTAN BANK, as Trustee (the "Trustee"), under the Indenture, dated as of September 25, 1996 (the "Indenture") pursuant to which $135,000,000 113% Senior Subordinated Notes due 2006 have been issued (the "Securities"). WHEREAS, the Euramax group proposes to undergo a reorganization (the "Reorganization") by which (i) Euramax International plc has re-registered as a private company, Euramax International Limited; (ii) a new Delaware corporation, Euramax
SUPPLEMENTAL INDENTURE dated as of May 17, 2005 among EURAMAX INTERNATIONAL, INC. and EURAMAX INTERNATIONAL HOLDINGS B.V. as Issuers AMERIMAX BUILDING PRODUCTS, INC. AMERIMAX DIVERSIFIED PRODUCTS, INC. AMERIMAX FABRICATED PRODUCTS, INC. AMERIMAX...Supplemental Indenture • May 17th, 2005 • Euramax International Inc • Sheet metal work • New York
This SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of May 17, 2005, is by and among Euramax International, Inc., a Delaware corporation (the “Company”), Euramax International Holdings B.V., a Dutch registered company (“Euramax B.V.” and together with the Company, the “Issuers”), Amerimax Building Products, Inc., a Delaware corporation and successor by merger to both Amerimax Coated Products, Inc. and Amerimax Laminated Products, Inc. (“ABP”), Amerimax Diversified Products, Inc., a Delaware corporation (“ADP”), Amerimax Fabricated Products, Inc., a Delaware corporation (“AFP”), Amerimax Finance Company, Inc., a Delaware corporation (“AFC”), Amerimax Home Products, Inc., a Delaware corporation and successor by merger to Walker Metal Products, Inc. (“AHP”), Amerimax Richmond Company, an Indiana corporation (“ARC”), Amerimax UK, Inc., a Delaware corporation (“AUK”), Berger Building Products, Inc. (f/k/a Berger Bros. Company), a Pennsylvania corporation and successor by me
AMENDMENT NO 2 AND CONSENT TO EURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENTCredit Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work • New York
AMENDMENT NO. 2 AND CONSENT (this “Amendment”), dated as of May 15, 2003, to the Second Amended and Restated Credit Agreement, dated as of March 15, 2002 (as amended to the date hereof, the “Credit Agreement”), among Euramax International, Inc., a Delaware corporation (the “Euramax U.S.”), the Borrowers and other Loan Parties referred to therein, the financial institutions 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 such Lenders and Issuers (in such capacity, the “Agent”). Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.
NautaDutilh N.V. Letterhead]Euramax International Inc • December 22nd, 2003 • Sheet metal work
This opinion letter is rendered to you at your request in connection with the Registration Rights Agreement, dated August 6, 2003, made between Euramax International Holdings B.V. ("Company"), Euramax International, Inc. ("EII"), the Guarantors named therein and the Initial Purchasers.
March 25, 2013Guaranty Agreement • March 29th, 2013 • Euramax Holdings, Inc. • Sheet metal work
Reference is made to that certain Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement dated March 18, 2011 (as at any time amended, modified, restated, or supplemented, the "Credit Agreement"), by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation ("Borrower"), EURAMAX HOLDINGS, INC., a Delaware corporation ("Holdings"), AMERIMAX RICHMOND COMPANY, an Indiana corporation ("Richmond"; Holdings and Richmond are collectively referred to herein as "Guarantors" and individually as a "Guarantor"; Borrower and Guarantors are collectively referred to herein as "Credit Parties" and individually as a "Credit Party"), REGIONS BANK, an Alabama banking corporation, in its capacity as collateral and administrative agent (together with its successors in such capacity, "Agent") for various financial institutions (together with their respective successors and permitted assigns, "Lenders") party from time to time to the Credit Agreement, and Lenders. Capitalized terms u
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2014 • Euramax Holdings, Inc. • Sheet metal work
December 8, 2014Euramax Holdings, Inc. • December 11th, 2014 • Sheet metal work • New York
Reference is made to that certain Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement dated March 18, 2011 (as at any time amended, modified, restated, or supplemented, the "Credit Agreement"), by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation ("Borrower"), EURAMAX HOLDINGS, INC., a Delaware corporation ("Holdings"), AMERIMAX RICHMOND COMPANY, an Indiana corporation ("Richmond"; Holdings and Richmond are collectively referred to herein as "Guarantors" and individually as a "Guarantor"; Borrower and Guarantors are collectively referred to herein as "Credit Parties" and individually as a "Credit Party"), REGIONS BANK, an Alabama banking corporation, in its capacity as collateral and administrative agent (together with its successors in such capacity, "Agent") for various financial institutions (together with their respective successors and permitted assigns, "Lenders") party from time to time to the Credit Agreement, and Lenders. Capitalized terms u
EURAMAX INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLANSupplemental Executive Retirement Plan • August 11th, 2003 • Euramax International PLC • Sheet metal work
This Plan (the “SERP”), established by Euramax International, Inc., will become effective upon, and only upon, Closing as defined in the Stock Purchase Agreement dated April 15, 2003 by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the Company’s stockholders named therein, as an amendment, restatement and replacement of the Supplemental Retirement Plan adopted for Executive by Euramax International P.L.C., dated October 1, 1997 (the “P.L.C. SERP”). Executive acknowledges that the benefits provided hereunder are provided in lieu of the benefits provided under the P.L.C. SERP and that by accepting this SERP, he irrevocably waives any claim under the P.L.C. SERP.
QuickLinks -- Click here to rapidly navigate through this documentEuramax International PLC • May 10th, 2001 • Sheet metal work • New York
AMENDMENT, dated as of March 19, 2001 (this "Amendment"), among Euramax International Inc., a Delaware corporation ("Euramax U.S."), the other Loan Parties party to the Credit Agreement referred to below, each of the Majority Lenders (as defined in the Credit Agreement referred to below) party hereto and the Swing Loan Lender referred to below and BNP Paribas (formerly Banque Paribas), as agent (in such capacity, the "Agent") for the Lenders, the Swing Loan Lender and the Issuer, to the Amended and Restated Credit Agreement, dated as of July 16, 1997, as amended (said Agreement, as so amended and as the same may be further amended, supplemented or otherwise modified from time to time, being the "Credit Agreement", and the terms defined therein being used herein as therein defined unless otherwise defined herein), among Euramax U.S., the other Loan Parties party thereto, the financial institutions party thereto as lenders (the "Lenders"), the Swing Loan Lender referred to therein, the I
EURAMAX INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Restated Effective October 1, 1997Supplemental Executive • August 11th, 2003 • Euramax International PLC • Sheet metal work
This Plan (the “SERP”), established by Euramax International, Inc., will become effective upon, and only upon, Closing as defined in the Stock Purchase Agreement dated April 15, 2003 by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the Company’s stockholders named therein.
TRANSITION SERVICES AGREEMENTExecution Version • November 8th, 2013 • Euramax Holdings, Inc. • Sheet metal work • Georgia
THIS AGREEMENT (“Agreement”) is made and entered into this 5th day of November, 2013 (the “Effective Date”), by and among Euramax Holdings, Inc., a Delaware corporation (“Holdings”), Euramax International, Inc., a Delaware corporation (the “Company”) and Mitchell Lewis (the “Executive”).
RESTRICTED STOCK AGREEMENT FOR THE EURAMAX INTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLANRestricted Stock Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work • Delaware
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 26th, 2015 • Euramax Holdings, Inc. • Sheet metal work • Georgia
THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made and entered into by and among Euramax Holdings, Inc., a Delaware corporation (“Holdings”), Euramax International, Inc., a Delaware corporation (the “Company”), and Shyam K. Reddy (the “Executive”).
Euramax International, Inc. 5445 Triangle Parkway, Suite 350 Norcross, Georgia 30092 April 15, 2003Letter Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work
March 23, 2015Euramax Holdings, Inc. • March 26th, 2015 • Sheet metal work
Reference is made to that certain Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement dated March 18, 2011 (as at any time amended, modified, restated, or supplemented, the "Credit Agreement"), by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation ("Borrower"), EURAMAX HOLDINGS, INC., a Delaware corporation ("Holdings"), AMERIMAX RICHMOND COMPANY, an Indiana corporation ("Richmond"; Holdings and Richmond are collectively referred to herein as "Guarantors" and individually as a "Guarantor"; Borrower and Guarantors are collectively referred to herein as "Credit Parties" and individually as a "Credit Party"), REGIONS BANK, an Alabama banking corporation, in its capacity as collateral and administrative agent (together with its successors in such capacity, "Agent") for various financial institutions (together with their respective successors and permitted assigns, "Lenders") party from time to time to the Credit Agreement, and Lenders. Capitalized terms u
EURAMAX INTERNATIONAL HOLDINGS B.V. $200,000,000 8.5% Senior Subordinated Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • August 8th, 2003 • Euramax International PLC • Sheet metal work • New York
EURAMAX INTERNATIONAL, Inc., a Delaware corporation (the “Company”) and Euramax International Holdings B.V., a Dutch registered company (“Holdings B.V.” and together with the Company, the “Primary Issuers”), and each of the Guarantors (as defined herein), agree with you as follows:
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2004 • Euramax International Inc • Sheet metal work • New York
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of May 28, 2004, by and among AMERIMAX FABRICATED PRODUCTS, INC., a Delaware corporation (“U.S. Operating Co.”); EURAMAX HOLDINGS LIMITED, a company organized under the laws of England and Wales (“U.K. Operating Co.”); EURAMAX EUROPE B.V., a company organized under the laws of The Netherlands (“Dutch Operating Co.”); EURAMAX NETHERLANDS B.V., a company organized under the laws of The Netherlands (“Dutch Company”; U.S. Operating Co., U.K. Operating Co., Dutch Operating Co., and Dutch Company referred to collectively herein as the “Borrowers”); EURAMAX INTERNATIONAL, INC., a Delaware corporation (“Euramax U.S.”); EURAMAX INTERNATIONAL HOLDINGS LIMITED, a company organized under the laws of England and Wales (“Newco U.K.”); EURAMAX INTERNATIONAL LIMITED, a company organized under the laws of England and Wales (“Euramax”); AMERIMAX U.K., INC. (f/k/a Amerimax Holdings, Inc.), a Delaware corpor
Euramax International, Inc.Euramax International PLC • October 20th, 2003 • Sheet metal work • Pennsylvania
In connection with a possible transaction (a “Transaction”) involving Berger Holdings, Ltd. (the “Company”) and Euramax International, Inc. (the “Recipient”), the Company desires to provide to the Recipient and to the Recipient’s directors, officers, employees, agents, advisors, attorneys, accountants, consultants, financing sources and other representatives (the “Representatives”) certain information relating to the Company and its operations on the terms set forth herein.
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT Dated as of March 15, 2002 among Euramax International, Inc. and Each Other Grantor From Time to Time Party Hereto andPledge and Security Agreement • May 10th, 2002 • Euramax International PLC • Sheet metal work • New York
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of March 15, 2002, by Euramax International, Inc., a Delaware corporation (the “Company”), and each of the other entities listed on the signature pages hereof or which becomes a party hereto pursuant to Section 7.10 (each a “Grantor” and, collectively, the “Grantors”), in favor of BNP Paribas (“BNP Paribas”), as agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Agent”).
EURAMAX INTERNATIONAL PLC Exhibit 10.28 AMENDMENT AND WAIVER, dated as of April 6, 1999 (this "Amendment"), among Euramax International plc, a company organized under the laws of England and Wales ("Euramax"), the other Loan Parties referred to below,...Paribas • August 2nd, 1999 • Euramax International PLC • Rolling drawing & extruding of nonferrous metals • New York
February 6, 2015Euramax Holdings, Inc. • March 26th, 2015 • Sheet metal work
Reference is made to that certain Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement dated March 18, 2011 (as at any time amended, modified, restated, or supplemented, the "Credit Agreement"), by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation ("Borrower"), EURAMAX HOLDINGS, INC., a Delaware corporation ("Holdings"), AMERIMAX RICHMOND COMPANY, an Indiana corporation ("Richmond"; Holdings and Richmond are collectively referred to herein as "Guarantors" and individually as a "Guarantor"; Borrower and Guarantors are collectively referred to herein as "Credit Parties" and individually as a "Credit Party"), REGIONS BANK, an Alabama banking corporation, in its capacity as collateral and administrative agent (together with its successors in such capacity, "Agent") for various financial institutions (together with their respective successors and permitted assigns, "Lenders") party from time to time to the Credit Agreement, and Lenders. Capitalized terms u
SEPARATION AGREEMENT AND GENERAL RELEASEEuramax International PLC • November 4th, 2003 • Sheet metal work
This Agreement is entered into as of November 15, 2002, by and between Euramax International, Inc., a Delaware corporation (the "Company"), and Neil Bashore, an individual resident of Duluth, Georgia (the "Executive").
