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”).
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:
AUGUST 6, 2003 AMONG EURAMAX INTERNATIONAL LIMITED, EURAMAX EUROPEAN HOLDINGS LIMITED, and EURAMAX EUROPEAN HOLDINGS, B.V., AS ISSUERS AMERIMAX U.K., INC. (f/k/a AMERIMAX HOLDINGS, INC.), EURAMAX INTERNATIONAL, INC., EURAMAX INTERNATIONAL HOLDINGS...Second Supplemental Indenture • August 8th, 2003 • Euramax International PLC • Sheet metal work • New York
SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of August 6, 2003, by and among EURAMAX INTERNATIONAL LIMITED, a private limited company organized under the laws of England and Wales (“Euramax”), EURAMAX EUROPEAN HOLDINGS LIMITED, a private 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 U.K., INC., a Delaware corporation (formerly known as AMERIMAX HOLDINGS, INC.), (“Amerimax”), EURAMAX INTERNATIONAL, INC., a Delaware corporation (“Euramax U.S.”), EURAMAX INTERNATIONAL HOLDINGS LIMITED (formerly known as BROOMCO (1922) LIMITED), a company incorporated under the laws of England and Wales (“Newco U.K.”), EURAMAX CONTINENTAL LIMITED (formerly known as BROOMCO (1953) LIMITED), a company incorporated under the laws of England and Wales (“Newco U.K. II”), AMERIMAX FABRICATED PRODUCTS, INC., a Delaware corporation
PLEDGE AMENDMENTPledge Amendment • August 8th, 2003 • Euramax International PLC • Sheet metal work
This PLEDGE AMENDMENT, dated as of August 6, 2003, is delivered pursuant to Section 4.4(a) of the Amended and Restated Pledge and Security Agreement dated March 15, 2002, by the undersigned Grantor and the other Loan Parties from time to time party thereto as Grantors in favor of BNP Paribas, as agent for the Secured Parties referred to therein (the “Pledge and Security Agreement”) and the undersigned hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed on this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned. Capitalized terms used herein but not defined herein are used herein with the meaning given them in the Pledge and Security Agreement.
AMENDMENT NO 3 AND CONSENT TO EURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENTCredit Agreement • August 8th, 2003 • Euramax International PLC • Sheet metal work • New York
AMENDMENT NO. 3 AND CONSENT (this “Amendment”), dated as of August 6, 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 on the date hereof prior to the effectiveness of this Amendment.
