REGISTRATION RIGHTS AGREEMENT Dated as of March 18, 2011 Among EURAMAX INTERNATIONAL, INC. THE GUARANTORS NAMED HEREIN and DEUTSCHE BANK SECURITIES INC. GLEACHER & COMPANY SECURITIES, INC. WELLS FARGO SECURITIES, LLC and MORGAN KEEGAN & COMPANY, INC....Registration Rights Agreement • August 30th, 2011 • Euramax International, Inc. • Sheet metal work • New York
This Registration Rights Agreement (this “Agreement”) is dated as of March 18, 2011, among EURAMAX INTERNATIONAL, INC., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto, (the “Guarantors”) and DEUTSCHE BANK SECURITIES INC., as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below). The Company and the Guarantors are collectively referred to as the “Issuers,”
PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS [***] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALITY. STOCKHOLDERS AGREEMENT dated as of June 29, 2009 among EURAMAX HOLDINGS, INC. and THE HOLDERS OF COMMON STOCK LISTED ON SCHEDULE IStockholders Agreement • October 21st, 2011 • Euramax International, Inc. • Sheet metal work • New York
AGREEMENT dated as of June 29, 2009 (the “Effective Date”) among Euramax Holdings, Inc., a Delaware corporation (the “Company”), and the holders of Common Stock listed on Schedule I hereto and any other Person that duly acquires any Common Stock from any such holders or the Company, pursuant to the Management Compensation Plan, directly or indirectly, and executes and delivers to the Company a joinder agreement in the form attached hereto as Exhibit D at any time after the date hereof (collectively, the “Stockholders”).
ContractPurchase Agreement • August 30th, 2011 • Euramax International, Inc. • Sheet metal work • New York
FIRST AMENDMENT, dated as of September 25, 1996 (the "First Amendment"), to the PURCHASE AGREEMENT, dated as of June 24, 1996 (the "Purchase Agreement"), by and between Euramax International, Ltd., a corporation organized under the laws of England and Wales ("Purchaser"), and Alumax Inc. ("Seller"), a Delaware corporation and the sole stockholder of each of Alumax Fabricated Products, Inc., a Delaware corporation, Alumax Holdings Limited, a corporation organized under the laws of England and Wales and Alumax Europe BV, a corporation organized under the laws of the Netherlands.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 30th, 2011 • Euramax International, Inc. • Sheet metal work • Georgia
THIS AGREEMENT is entered into this 1st day of June 2011 (the “Effective Date”) by and between Euramax Holdings, Inc., a Delaware corporation (“Holdings”), Euramax International, Inc., a Delaware corporation (the “Company”) and Mitchell Lewis (“Executive”).
FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 21st, 2011 • Euramax International, Inc. • Sheet metal work • Georgia
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is made and entered into on April 5, 2011, by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation (individually and in its capacity as the representative of the other Borrowers pursuant to Section 2.18 of the Credit Agreement, “Euramax”), AMERIMAX HOME PRODUCTS, INC., a Delaware corporation (“AHP”), AMERIMAX BUILDING PRODUCTS, INC., a Delaware corporation (“ABP”), BERGER BUILDING PRODUCTS, INC., a Pennsylvania corporation (“BBP”), FABRAL, INC., a Delaware corporation (“Fabral”), and AMP COMMERCIAL, INC., a Delaware corporation formerly known as Gutter Suppliers, Inc. (“AMP”), as borrowers thereunder (being referred to collectively as “Borrowers,” and individually as a “Borrower”), and EURAMAX HOLDINGS, INC., a Delaware corporation (“Holdings”), AMERIMAX FABRICATED PRODUCTS, INC., a Delaware corporation (“AFP”), AMERIMAX FINANCE COMPANY, INC., a Delaware corpo
PLEDGE AND SECURITY AGREEMENT by and between EURAMAX INTERNATIONAL, INC. EURAMAX HOLDINGS, INC AMERIMAX FABRICATED PRODUCTS, INC. AMERIMAX FINANCE COMPANY, INC. FABRAL HOLDINGS, INC. FABRAL, INC. AMERIMAX HOME PRODUCTS, INC. AMERIMAX BUILDING...Pledge and Security Agreement • August 30th, 2011 • Euramax International, Inc. • Sheet metal work • New York
This PLEDGE AND SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 18, 2011, is made by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto (each of the Guarantors and the Issuer, together with its successors and permitted assigns, are referred to hereinafter individually as a “Grantor,” and collectively as the “Grantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as the Collateral Trustee for the Secured Parties described below (together with its successors, designees and permitted assigns in such capacity, the “Collateral Trustee”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of March 18, 2011 among EACH OF THE GRANTORS PARTY HERETO and REGIONS BANK, as AgentPledge and Security Agreement • August 30th, 2011 • Euramax International, Inc. • Sheet metal work • New York
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of March 18, 2011 (this “Agreement”), among EACH OF THE UNDERSIGNED GRANTORS, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor” and collectively, “Grantors”), and REGIONS BANK (“Regions”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Agent”).
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2011 • Euramax International, Inc. • Sheet metal work • New York
THIS AMENDMENT, dated as of July 21, 2010 (this “Amendment”), to the Registration Rights Agreement, dated as of June 29, 2009 (the “Registration Rights Agreement”), is by and among (i) Euramax Holdings, Inc., a Delaware corporation (the “Company”), (ii) the holders of Common Stock listed on Schedule I attached to the Registration Rights Agreement, (iii) any other Person that acquires any Common Stock for so long as such Common Stock constitutes Registrable Securities hereunder from any such holders, directly or indirectly, and (iv) any other Person that acquires Registrable Securities from the Company pursuant to the Management Compensation Plan directly or indirectly.
AMENDMENT NO. 1Euramax International, Inc. • August 30th, 2011 • Sheet metal work
AMENDMENT NO. 1 (this “Amendment No. 1”) dated as of April 13, 2011 to the Credit Agreement referred to below, among Euramax International, Inc. (the “Company”), Euramax Holdings, Inc., as guarantor (“Holdings”), certain Subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), the lenders party thereto from time to time (the “Lenders”) and Nexbank, SSB, as administrative agent (the “Administrative Agent”, together with the Company, Holdings, the Subsidiary Guarantors and the Lenders, the “Parties”).
R E S T R I C T E D S T O C K A G R E E M E N T Non-transferable G R A N T T OEuramax International, Inc. • August 30th, 2011 • Sheet metal work
pursuant to and subject to the provisions of the Euramax Holdings, Inc. Executive Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages of this award agreement (this “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
CREDIT AND GUARANTY AGREEMENT dated as of March 3, 2011 among EURAMAX INTERNATIONAL, INC., as Company, EURAMAX HOLDINGS, INC. and CERTAIN SUBSIDIARIES OF EURAMAX INTERNATIONAL, INC., as Guarantors and THE LENDERS PARTY HERETO FROM TIME TO TIMECredit and Guaranty Agreement • August 30th, 2011 • Euramax International, Inc. • Sheet metal work • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of March 3, 2011, is entered into by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation (“Company”), EURAMAX HOLDINGS, INC. and CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors and the Lenders party hereto from time to time.
PURCHASE AGREEMENT between EURAMAX INTERNATIONAL, LTD. and ALUMAX INC. Dated as of June 24, 1996 Page PURCHASE AND SALE OF SHARES PURCHASE PRICE AND ADJUSTMENTS REPRESENTATIONS AND WARRANTIES COVENANTS -i- Page CONDITIONS TERMINATION INDEMNIFICATION...Purchase Agreement • August 30th, 2011 • Euramax International, Inc. • Sheet metal work • New York
PURCHASE AGREEMENT (hereinafter called this "Agreement"), dated as of June 24, 1996, between Euramax International, Ltd., a corporation organized under the laws of England and Wales (the "Purchaser"), and ALUMAX INC. (the "Seller"), a Delaware corporation and the sole stockholder of each of Alumax Fabricated Products, Inc., a Delaware corporation ("AFP"), Alumax Holdings Limited, a corporation organized under the laws of England and Wales ("Alumax Holdings") and Alumax Europe BV, a corporation organized under the laws of the Netherlands ("Alumax Europe").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2011 • Euramax International, Inc. • Sheet metal work • New York
AGREEMENT dated as of June 29, 2009 (the “Effective Date”) among (i) Euramax Holdings, Inc., a Delaware corporation (the “Company”), (ii) the holders of Common Stock listed on Schedule I hereto, (iii) any other Person that acquires any Common Stock for so long as such Common Stock constitutes Registrable Securities hereunder from any such holders, directly or indirectly, and (iv) any other Person that acquires Registrable Securities from the Company pursuant to the Management Compensation Plan directly or indirectly (collectively, the “Stockholders”).
CREDIT AND GUARANTY AGREEMENT dated as of March 3, 2011 among EURAMAX INTERNATIONAL, INC., as Company, EURAMAX HOLDINGS, INC. and CERTAIN SUBSIDIARIES OF EURAMAX INTERNATIONAL, INC., as Guarantors and THE LENDERS PARTY HERETO FROM TIME TO TIMECredit and Guaranty Agreement • October 21st, 2011 • Euramax International, Inc. • Sheet metal work • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of March 3, 2011, is entered into by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation (“Company”), EURAMAX HOLDINGS, INC. and CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors and the Lenders party hereto from time to time.
PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS [***] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AGREEMENT dated as of June 29, 2009 among...Stockholders Agreement • December 9th, 2011 • Euramax International, Inc. • Sheet metal work • New York
AGREEMENT dated as of June 29, 2009 (the “Effective Date”) among Euramax Holdings, Inc., a Delaware corporation (the “Company”), and the holders of Common Stock listed on Schedule I hereto and any other Person that duly acquires any Common Stock from any such holders or the Company, pursuant to the Management Compensation Plan, directly or indirectly, and executes and delivers to the Company a joinder agreement in the form attached hereto as Exhibit D at any time after the date hereof (collectively, the “Stockholders”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 22nd, 2011 • Euramax International, Inc. • Sheet metal work • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 21, 2011 (this “Supplemental Indenture”), among Euramax International, Inc., a Delaware corporation (the “Issuer”), each of the guarantors listed on Schedule A hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below (the “Trustee”).
GENERAL INTERCREDITOR AGREEMENT dated as of March 18, 2011 among REGIONS BANK, as ABL Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Priority Collateral Trustee, EACH SUBORDINATED LIEN COLLATERAL TRUSTEE, from time to time a party...General Intercreditor Agreement • August 30th, 2011 • Euramax International, Inc. • Sheet metal work • New York
GENERAL INTERCREDITOR AGREEMENT (this “Agreement”), dated as of March 18, 2011 among REGIONS BANK, as collateral agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “ABL Collateral Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral trustee for the Notes Priority Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Notes Priority Collateral Trustee”), each additional Subordinated Lien Collateral Trustee (as defined below) that executes and delivers a joinder in the form of Exhibit A hereto, EURAMAX INTERNATIONAL, INC., a Delaware corporation (the “Issuer”), and the entities listed on Schedule I hereto (as well as each future subsidiary that becomes a party hereto pursuant to the terms of the ABL Credit Agreement and the Notes Priority Indenture, as applicable, and the terms hereof, collectively, the “Obligors”).
AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT dated March 18, 2011 among EURAMAX INTERNATIONAL, INC. AMERIMAX HOME PRODUCTS, INC. AMERIMAX BUILDING PRODUCTS, INC. BERGER BUILDING PRODUCTS, INC. AMP COMMERCIAL, INC. (f/k/a...General Intercreditor Agreement • October 21st, 2011 • Euramax International, Inc. • Sheet metal work • New York
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of March 18, 2011 (this “Agreement”), among EACH OF THE UNDERSIGNED GRANTORS, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor” and collectively, “Grantors”), and REGIONS BANK (“Regions”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Agent”).
AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT dated March 18, 2011 among EURAMAX INTERNATIONAL, INC. AMERIMAX HOME PRODUCTS, INC. AMERIMAX BUILDING PRODUCTS, INC. BERGER BUILDING PRODUCTS, INC. AMP COMMERCIAL, INC. (f/k/a...Senior Secured Revolving Credit and Guaranty Agreement • August 30th, 2011 • Euramax International, Inc. • Sheet metal work • New York
