10-K405

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

/x/	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1999
/ /	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 333-05978

EURAMAX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	58-2502320 (I.R.S. Employer Identification No.)
5445 Triangle Pkwy Suite 350, Norcross, Georgia (address of principal executive offices)	30092 (Zip Code)

Registrant's telephone number, including area code: (770) 449-7066
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
None	None

Securities registered pursuant to Section 12(g) of the Act:
None *
(Title of Class)

* Certain notes issued by the Registrant are traded on the Luxembourg Stock Exchange.

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

    Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. /x/

    As of March 23, 2000, Registrant has outstanding 45,567,312 shares of Class A common stock and 4,434,680 shares of Class B common stock.

Page 1 of 91 pages
Exhibit Index begins on page 85

Note Regarding Private Securities Litigation Reform Act:  Statements contained in this Form 10-K that are not historical facts include forward-looking statements that are subject to the safe harbor rules created by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-K which address activities, events or developments which Euramax International, Inc. and subsidiaries (the "Company" or "Euramax") expect or anticipate will or may occur in the future, including statements regarding the Company's competitive position, the risks of acquisition of businesses (including limited knowledge of the businesses acquired and misrepresentations by sellers), changes in business strategy or development plans, cyclical demand for the Company's products, the supply and/or price of aluminum and other raw materials, currency exchange rate fluctuations, the Company's ability to pass on price increases, the impact of environmental laws and regulations, the availability of financing, reliance on key management personnel, ability to manage growth, the Company's expectations regarding the adequacy of current financing arrangements, loss of customers, quantitative and qualitative disclosures about market risk, and other statements regarding future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts are forward looking statements. Words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties which could cause actual results to differ significantly and materially from past results and from the Company's expectations, including the risk factors discussed in this Form 10-K, Item 1 "Business," and Item 7 "Management's Discussion and Analysis of Financial Conditions and Results of Operations," and other factors, many of which are beyond the control of the Company. Consequently, all of the forward looking statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or its business or operations. The Company assumes no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise.

Part I

Item 1. Business

General

Euramax is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products with facilities strategically located in the United Kingdom ("U.K."), The Netherlands, France, and all major regions of the continental United States ("U.S."). Euramax's core products include specialty coated coils, aluminum recreational vehicle ("RV") sidewalls, RV doors, farm and agricultural panels, metal and vinyl raincarrying systems, roofing accessories, soffit and fascia systems, and vinyl replacement windows. The Company's customers include original equipment manufacturers ("OEMs") such as RV, commercial panel manufacturers and transportation industry manufacturers; rural contractors; home centers; manufactured housing producers; distributors; industrial and architectural contractors; and home improvement contractors.

Euramax operates downstream of producers of aluminum coil, aluminum extrusions, steel coil and aluminum ingot. These producers supply the Company with aluminum coil, aluminum extrusions and steel coil. The Company sold approximately 168 and 266 million pounds of aluminum and steel, respectively, in 1999. To a lesser extent, the Company also distributes and fabricates products manufactured from vinyl and fiberglass.

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Euramax is a national supplier in several of its key U.S. product lines and is one of the only national suppliers with in-house coil coating capabilities to supply aluminum sidewalls to RV manufacturers and steel siding to manufactured housing customers. This gives the Company certain advantages over regional suppliers who do not have in-house manufacturing capabilities or national distribution networks. In addition, extensive in-house manufacturing capabilities coupled with product offerings made from alternate raw materials enable Euramax to react to changing customer preferences.

A significant portion of the Company's sales are generated in niche markets where the Company has a leading market share, including aluminum RV sidewalls, metal raincarrying products and steel siding. The Company believes that in 1999 it sold at least 60% and 79% of the aluminum sidewalls used by RV manufacturers in the U.S. and Europe, respectively. These estimates are based upon the Company's sales volume of aluminum sidewalls used by RV manufacturers as a percentage of management's estimate of total sales volume for such products. In the same year, the Company sold aluminum and steel raincarrying products to more than 35 of the largest 50 home center companies in the U.S. The Company believes that in 1999 it sold at least 83% of all metal Do-It-Yourself raincarrying products sold to U.S. home centers. The Company also believes that it sold at least 62% of the steel siding sold to producers of manufactured housing in the U.S. Further, the Company's acquisition of Fabral in 1997 (see "The Transactions") significantly increased its share of the agricultural roofing and siding market. These estimates are based upon the Company's sales volume of metal raincarrying products sold to U.S. home centers, steel siding sold to producers of manufactured housing and agricultural roofing and siding sold to rural contractors as a percentage of management's estimate of total sales volume for such products. Net sales for 1999 in the U.S. and Europe were $397.5 million and $199.3 million, respectively.

In 1999, the Company was reorganized to become a U.S. outbound multinational group. Formerly a multinational company incorporated in the U.K. under the name of Euramax International Limited, the new parent holding company, Euramax International, Inc., is incorporated in the U.S. (see "The Transactions"). Euramax International Limited was formed in 1996 by (i) ACP Holding Company ("ACP"), an affiliate of Citicorp Venture Capital, Ltd. ("CVC") and (ii) CVC European Equity Partners, L.P. ("CVCEEP") and CVC European Equity Partners (Jersey), L.P., (collectively with CVCEEP, "CVC Europe", and collectively with CVC, the "Investor Group") to acquire certain portions of the fabricated products operations of Alumax Inc., pursuant to the Acquisition (defined below). Alumax Inc. was acquired by Aluminum Company of America in 1998, and is hereafter referred to as "Alumax." In 1998, ACP, a limited Delaware partnership, distributed its holdings in Euramax to the ACP partners (see Item 12 "Security Ownership of Certain Beneficial Owners and Management").

Business Strategy

The Company's strategy is to expand its leadership position as a producer of aluminum and steel products and to further diversify product offerings, customers and geographic regions in which it operates. Since the Company's formation in 1996, Management has pursued a strategy of improving the Company's operations and profitability while positioning the Company for future growth. Under this strategy, the Company is pursuing organic growth through product development, new territories and new customers. In addition, during 1997, the Company sold two businesses that did not serve Management's strategy and acquired two businesses to enable it to offer complementary products and expand its geographic coverage. Further, during 1999, the Company successfully completed three acquisitions allowing it to continue to expand its customer base and geographic markets (see "The Transactions"). The Company expects to continue identifying and acquiring businesses as part of executing its strategy.

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The Transactions

Acquisition of Alumax's fabricated products business in September 1996, and related financing

Pursuant to a purchase agreement (the "Acquisition Agreement") dated June 24, 1996, between the Company and Alumax, on September 25, 1996 (the "Closing Date"), the Company purchased, through its wholly-owned subsidiaries, all of the issued and outstanding capital stock of certain of Alumax's subsidiaries which operated a portion of Alumax's fabricated products business (the "Acquisition"). The purchase price of approximately $252.4 million, including acquisition expenses of $3.9 million and adjustments to give effect to certain items including cash acquired and working capital, was allocated to the assets and liabilities of the Company based upon their fair market value at the date of the Acquisition under the purchase method of accounting.

In order to finance the purchase price, the Company and certain of its wholly-owned subsidiaries (i) incurred approximately $100.0 million of indebtedness under a credit agreement providing for $40.0 million in term loans and a revolving credit facility of up to $85.0 million (the "Credit Agreement"), (ii) issued $135.0 million of subordinated notes (the "Notes") and (iii) issued to the Investor Group, certain members of management of the Company (the "Management Investors") and an affiliate of Banque Paribas (the agent under the Credit Agreement), an aggregate of approximately $35.0 million in preference and ordinary shares (the "Equity Contribution").

The Reorganization

In December 1999, the Company completed a reorganization (the "Reorganization") whereby Euramax International, Inc., a Delaware corporation, was positioned as the top holding company. Prior to the Reorganization, the parent company was Euramax International Limited (formerly Euramax International plc), a company organized under the laws of England and Wales.

The Reorganization was accomplished, in part, by means of a "scheme of arrangement" under section 425 of the United Kingdom Companies Act 1985, a U.K. judicial proceeding requiring the consent of the registered holders of the Company's Notes, the lenders under the Company's Credit Agreement, and the holders of each class of shares of Euramax. As a result of the Reorganization, the new U.S. holding company of the group, Euramax International, Inc., is the reporting company for the consolidated group. In addition, the new U.S. holding company, two new U.K. intermediate holding companies and Amerimax Fabricated Products, Inc., an intermediate U.S. holding company, were added as guarantors on the Company's Notes, and certain covenants in the Company's Notes were amended.

Acquisition of Fabral in July 1997

On July 17, 1997, the Company's wholly owned subsidiary Amerimax Fabricated Products, Inc. acquired all of the issued and outstanding capital stock of Gentek Holdings, Inc. and its subsidiary Gentek Building Products, Inc. (collectively "Gentek" or "Fabral") (the "Fabral Acquisition") for approximately $75.3 million. The purchase price was financed through additional borrowings under the Credit Agreement which was amended to, among other items, increase borrowings available for the Fabral Acquisition. At the Fabral Acquisition date, Gentek was comprised principally of Fabral, a division of Gentek headquartered in Lancaster, Pennsylvania. Fabral is a manufacturer and distributor of steel and aluminum roofing and wall paneling products specifically for the agricultural, commercial and industrial markets.

Acquisition of JTJ Laminating, Inc. in March 1997

On March 28, 1997, the Company's wholly owned subsidiary Amerimax Building Products, Inc. purchased all of the issued and outstanding capital stock of JTJ Laminating, Inc. ("JTJ") for approximately $2.2 million, including transaction expenses of $100.0 thousand, along with the assumption of outstanding indebtedness of $1.3 million. At the closing date, approximately $2.4 million was paid in cash, of which

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$1.3 million was used to extinguish outstanding indebtedness of JTJ. Of the remaining purchase price of $1.0 million, $200.0 thousand has been paid as of December 31, 1999, and the remaining $800.0 thousand will be paid in equal installments over the next eight years. JTJ specializes in the lamination of fiberglass and other product offerings.

Acquisition of Unimet Manufacturing, Inc. in February 1999

On February 5, 1999, the Company's wholly owned subsidiary Amerimax Home Products, Inc. purchased certain assets related to the building materials business of Unimet Manufacturing, Inc. ("Unimet") for approximately $3.3 million, including transaction expenses of approximately $135.4 thousand. Approximately $2.8 million was paid in cash. The remaining purchase price of $500.0 thousand, representing consideration for certain non-compete agreements, is being paid in equal installments over the next five years.

Acquisition of Color Clad plc in April 1999

On April 23, 1999, the Company's wholly owned subsidiary Euramax Coated Products Limited purchased all of the issued and outstanding capital stock of Color Clad plc ("Color Clad") for approximately $3.8 million, including transaction expenses of approximately $171.5 thousand. Color Clad is a manufacturer of aluminum exterior walls and roofs sold primarily to U.K. RV manufacturers.

Acquisition of Atlanta Metal Products, Inc. in June 1999

On June 3, 1999, the Company's wholly owned subsidiary Amerimax Fabricated Products, Inc. purchased all of the issued and outstanding capital stock of Atlanta Metal Products, Inc. ("AMP") for approximately $15.6 million, excluding cash and including estimated adjustments for changes in working capital required by the purchase agreement and approximately $641.0 thousand of transaction expenses. AMP is a manufacturer of metal raincarrying and roofing products sold primarily to the U.S. distributor market.

The Color Clad and AMP acquisitions were financed through borrowings under the Credit Agreement, which was amended April 6, 1999. See Note 6 to the Consolidated Financial Statements.

Market Leadership and Diversity of Business

The Company's position as a leading international downstream producer of aluminum and steel products has historically enabled it to benefit from diversification across economic and product cycles among different geographic regions and customer groups. This diversification has historically enabled Euramax to maintain margins even though demand for certain products may be affected by seasonality and by changes in general and regional economic conditions such as trends in disposable income.

Leadership in several markets:  The Company's leadership in a variety of niche markets has enabled it to maintain consistent operating results. For example, the Company is a leading supplier of aluminum and steel sidewalls and siding to U.S. RV and manufactured housing producers. In addition, the Company believes that its 1999 sales of raincarrying systems represent a majority of such products sold to U.S. home centers. Similar leading positions are enjoyed by the Company's roll formed aluminum sheet and coil products sold to RV manufacturers in the U.S. and Europe.

Manufacturing expertise and diversity of products:  The Company's technological expertise and its ability to fabricate from alternative materials have allowed it to develop new products and applications and to respond to changing product requirements of its customers. Over time, Euramax has increased its ability to offer products manufactured from steel, vinyl and fiberglass, allowing it to meet regional material preferences, to provide substitute products for end-users and to retain customers in the event of demand shifts between raw materials.

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Geographic diversity:  The Company's sales span both the continental U.S. and Europe, which represented approximately 66.6% and 33.4% of 1999 net sales, respectively. The Company has manufacturing or distribution facilities strategically located in the U.K., The Netherlands, France and all major regions of the continental U.S. The Company's geographic diversity of sales limits reliance on any single regional economy in the U.S. or national economy in Europe.

Customer diversity:  The Company is diversified by both size and type of customer. Of the Company's more than 5,000 customers, no single customer accounted for more than 6.7% of net sales in 1999. The top ten customers accounted for approximately 26.0% of 1999 net sales and represented four distinct end-use markets. These characteristics minimize the Company's reliance on individual customers or end-use markets.

Distribution capability:  The Company's manufacturing and distribution network consists of 36 strategically located facilities, of which 30 are located in all major regions of the United States, and six are located in Europe. Euramax's network of facilities allows the Company to offer more comprehensive service than its regional competitors and to meet the increasing demands of its customers for short delivery lead times.

Operating Segments

The Company's reportable segments, aggregated according to manufacturing process, are as follows: European roll coating, U.S. fabrication and European fabrication. Financial information and other disclosures relating to the Company's operating segments are provided in Note 13 of the Consolidated Financial Statements. See, also, "Products and Customers."

Manufacturing Processes

The Company's manufacturing processes employ a variety of equipment and several types of facilities. Management believes that the Company's effective deployment of equipment enables it to manufacture standard and custom products efficiently and economically. The Company has the equipment necessary for manufacturing substantially all of its products in-house, which minimizes reliance on third party processors. This provides certain cost benefits while enabling the Company to add new products on a timely basis. These capabilities provide certain marketing and pricing advantages, including the ability to control delivery time and to develop new and customer-specific products in an expeditious manner.

The Company's manufacturing process generally begins with painting aluminum or steel coil through a process known as roll coating. Once coated, the aluminum or steel is further fabricated through selected processes which include tension leveling, embossing, slitting, rollforming, brake pressing, notching and bending. These processes complete the appropriate steps to fabricate a finished product.

The Company's coating and fabrication capabilities are described in more detail as follows:

Coating (painting and anodizing):  Roll coating is the process of applying a variety of liquid coatings (primarily paint) to bare aluminum or steel coil, providing a baked-on finish that is both protective and decorative. Approximately 139 million pounds of aluminum (80 million pounds in the European roll coating segment and 59 million pounds in the U.S. fabrication segment) and approximately 122 million pounds of steel (21 million pounds in the European roll coating segment and 101 million pounds in the U.S. fabrication segment) are roll coated by the Company at its eight roll coating operations annually. The Company has three such coating lines in the U.S. and five in Europe. The three coating lines in the U.S. are primarily utilized for internal processing, while the five coating lines in Europe, located within two facilities, are utilized to supply roll coated products to external customers. The Company's roll coating facility in Roermond, The Netherlands is one of only three facilities in the world capable of coating coil up to 100 inches in width. The Roermond line services a variety of markets in which wide coated aluminum is becoming increasingly important. Wide coils provide customers with the opportunity to produce products

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more economically by reducing labor costs and requiring fewer joints and seams in their manufacturing processes.

Anodizing is an electrochemical process that alters an aluminum surface through a controlled and accelerated oxidation process, which, if desired, may also color the material. Anodizing provides a high quality architectural finish to aluminum extrusions, which is demanded by certain customers. Anodizing is a key manufacturing process offered by the Company in certain European facilities included in the European fabrication segment, which fabricate bath and shower enclosures and automotive window trims.

Fabrication:  After coating, much of the Company's coil, in both its U.S. and European fabrication segments, is processed through slitting operations which cut coils into more narrow widths. The cut coils may then undergo a variety of downstream production processes which further fabricate the aluminum and steel sheet to form the desired product. Fabrication equipment includes rollformers, punch and brake presses and expanding machinery for a variety of applications.

The Company also utilizes specialized equipment in its U.S. fabrication segment to inject and laminate foam to provide insulation and rigidity to metal panels. Production machinery also includes equipment to bend, notch and cut aluminum and vinyl extrusions required, together with glass, for the assembly of windows and doors.

In 1995, the Company introduced laminated fiberglass products for use in the RV and transportation markets. The lamination process adheres fiberglass sheet to a wood or other solid substrate that provides rigidity. Further, in March 1997, the Company acquired JTJ Laminating, Inc. (see Note 2 to Consolidated Financial Statements and "The Transactions") to further enhance its fiberglass lamination capabilities and laminated product offerings for its U.S. fabrication segment.

Products and Customers

The Company's products are sold to a diverse group of customers operating in a variety of industries. The Company's sales and marketing effort is organized on a decentralized basis to provide required services to its broad customer base in multiple geographic areas (see Note 13 to the Consolidated Financial Statements). Customers include:

•

OEMs, including RV, Commercial Panel, and Transportation Industry Manufacturers



•

Rural Contractors



•

Home Centers



•

Manufactured Housing Producers



•

Distributors



•

Home Improvement Contractors



•

Industrial and Architectural Contractors

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The table below lists the Company's key products, materials used, customers and end-users, sales regions and segments:

Products	Primary Materials	Customers and End-Users	Primary Sales	Segments
Specialty Coated Coils (painted aluminum and steel coils)	Aluminum, Steel	OEMs, RV Manufacturers, Transportation Industry Manufacturers, Various Building Panel Manufacturers	Europe	European Roll Coating
Roofing & Siding (including vehicle sidewalls and building panels)	Aluminum, Steel, Vinyl, Fiberglass	OEMs, RV Manufacturers, Manufactured Housing, Rural Contractors, Distributors, Industrial and Architectural Contractors, Home Improvement Contractors	U.S., Europe	U.S. and European Fabrication
Raincarrying Systems (gutters, downspouts)	Aluminum, Steel, Vinyl	Home Centers, Manufactured Housing, Rural Contractors, Home Improvement Contractors, Distributors	U.S.	U.S. Fabrication
Soffit (roof overhangs), Fascia (trims), Flashing (roofing valley material)	Aluminum, Steel	Home Centers, Manufactured Housing, Rural Contractors, Industrial and Architectural Contractors, Home Improvement Contractors	U.S.	U.S. Fabrication
Doors	Aluminum, Fiberglass	OEMs, RV Manufacturers, Distributors, Home Improvement Contractors	U.S., Europe	U.S. and European Fabrication
Windows	Aluminum, Vinyl	OEMs, RV Manufacturers, Home Improvement Contractors, Transportation Industry Manufacturers	U.S., Europe	U.S. and European Fabrication

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The following table sets forth the percentage of the Company's net sales attributable to its customers/ markets:

	Years Ended
	December 31, 1999		December 25, 1998		December 26, 1997
OEMs	44.0	%	45.6	%	49.6	%
Rural Contractors	20.4	%	20.4	%	11.6	%
Home Centers	14.7	%	14.4	%	15.4	%
Manufactured Housing Producers	8.3	%	9.1	%	9.9	%
Distributors	4.8	%	3.8	%	6.9	%
Home Improvement Contractors	4.4	%	3.3	%	4.4	%
Industrial and Architectural Contractors	3.4	%	3.4	%	2.2	%
	100.0	%	100.0	%	100.0	%

Original Equipment Manufacturers ("OEMs")

The Company supplies OEMs such as RV, commercial panel manufacturers and transportation industry manufacturers. The Company's principal OEM customers are described below:

Recreational Vehicle Manufacturers:  The Company is a leading supplier of various aluminum products to RV manufacturers in the U.S. and Europe. These products primarily consist of painted aluminum sheet and fabricated painted aluminum panels. The Company uses its decorative graphic coating lines to produce aluminum panels with decorative detailing in a variety of colors. The Company also supplies RV doors, windows and finished aluminum exterior walls and roofing panels. In addition, the Company supplies laminated aluminum and fiberglass panels to RV manufacturers. The Company's acquisition of Color Clad in April 1999 supplemented its position as a supplier of aluminum exterior walls and roofs sold primarily to U.K. RV manufacturers.

The Company believes its decorative coating capabilities in the U.S. and in Europe provide a distinct technological advantage. These capabilities enable the Company to paint a stripe or other decorative pattern directly onto the aluminum sheet according to customer specifications. The alternative to a painted stripe is decorative tape, which must be applied to the aluminum sheet. The tape cannot be applied with the tight tolerances achieved by the Company's painting process, and does not offer the same graphics variety.

In recent years, laminated fiberglass sidewalls have displaced aluminum sidewalls in the "towable" segment of the U.S. RV market. In response to demand for laminated products in the U.S. markets, in 1995, the Company opened a lamination line, which can laminate fiberglass and aluminum, among other materials, to a variety of substrates. In addition, in March 1997, the Company acquired JTJ Laminating, Inc. to further enhance its fiberglass lamination capabilities and laminated product offerings in the U.S.

Commercial Panel Manufacturers:  The Company sells painted aluminum coil to customers who produce commercial building panels. These panels become part of a total package of commercial building wall panels and facades. The Company also produces a composite "sandwich" building panel comprised of two aluminum skins with a polystyrene core, which insulates and abates noise. The panels are used in both residential (e.g., room additions and patio enclosures) and commercial applications (e.g., service stations and school buildings) as well as in the construction of "cold rooms" used for the storage of perishable goods.

Transportation Industry Manufacturers:  In addition to supplying RV manufacturers and commercial panel manufacturers, the Company also supplies manufacturers in the transportation industry in Europe with windows, sunroofs, frames and other interior components with decorative detailing.

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Other Manufacturers:  The Company also uses its decorative and coil coating capabilities for products supplied to overhead door manufacturers and producers of refrigerated transport containers. Door manufacturers produce the overhead doors, adding the necessary hardware and accessory items to complete the product.

Rural Contractors

The Company supplies aluminum and steel roofing and siding products to rural contractors for use in agricultural and rural buildings such as sheds and animal confinement buildings. The Company sells its products to traditional rural contractors, including building supply dealers, building and agricultural cooperatives, and animal confinement integrators. Building suppliers and agricultural cooperatives typically purchase smaller quantities of product at multiple locations whereas contractors and integrators generally purchase large volumes for delivery to one site. The Fabral Acquisition substantially increased the Company's sales to rural contractors. See Note 2 to the Consolidated Financial Statements and "The Transactions."

Home Centers

The Company's home center customers supply the well-established Do-It-Yourself ("DIY") market in the U.S., Canada, and the United Kingdom. In the U.S., the Company sells building and construction products, such as residential rain-carrying systems, roof flashing products, soffits, fascias, and steel roofing and siding. In the United Kingdom, the Company sells doors, screen door guards, bath enclosures, and shower, patio, and residential doors. These products, which are designed for ease of installation by DIY consumers, are produced with aluminum, galvanized or painted steel, and vinyl, depending on regional preferences. Home centers include small hardware stores, large cooperative buying groups, lumberyards and major home center retailers. The Company believes that it is the leading supplier of DIY metal raincarrying systems in the U.S. Competitors are generally regional and, thus, do not have the advantages of a nationwide service and distribution network such as the Company's. In addition, the Company has invested in a product bar coding system which can be used by the sophisticated inventory scanning systems prevalent in home centers. The Company expects to continue to exploit these strengths to introduce additional DIY products that could be sold through this distribution channel. The Company's acquisition of Unimet assets in February 1999 allowed it to expand its customer base for metal raincarrying systems sold to home centers. See Note 2 to the Consolidated Financial Statements and "The Transactions."

Manufactured Housing Producers

The Company sells rollformed steel siding and trim parts to producers of manufactured housing in the U.S. These products are used for exterior walls and roofs. The Company is one of the few suppliers of steel siding to the manufactured housing industry that has metal coating capabilities. In addition to the raw material cost benefit, the Company views itself as an innovator in the market for colors and decorative coating. The Company can also meet the demands of the industry's short lead time requirements and more easily supply national accounts with its large network of facilities. While the Company enjoys a leading position in this market, recent trends show the annual amounts of steel siding sold to the manufactured housing industry to be declining. This is primarily due to the availability of low-cost vinyl siding, which has aesthetic advantages over steel. To a lesser degree, the Company also distributes vinyl siding to certain customers in the manufactured housing industry. In addition to steel siding, the Company also fabricates and supplies a variety of steel and aluminum trim components for manufactured home exteriors.

Distributors

The Company sells to distributors and stockists (the European equivalent of distributors), which perform as service centers for the next tier of customers in both the U.S. and Europe. A distributor will typically purchase coil which is later broken down or fabricated prior to resale. Residential building products sold

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through distributors include a wide range of metal roof flashing materials, painted aluminum trim coil, raincarrying systems, fascia/soffit systems and drip edges. The Company's acquisition of AMP in June 1999 enhanced its position as a supplier of metal raincarrying and roofing products to the distributor market in the U.S. See Note 2 to the Consolidated Financial Statements and "The Transactions."

Home Improvement Contractors

The Company sells a variety of products to home improvement contractors, the most significant of which are vinyl replacement windows. Other products sold to home improvement contractors include awnings, lattice systems, metal roofing, shower doors, patio and entrance doors, and insulated roofing panels. In the U.S., the Company offers a full complement of vinyl replacement windows. In the U.K., the Company produces patio, entrance, and shower doors, marketed primarily to home improvement contractors. The Company is also one of the largest suppliers of lattice and painted aluminum awnings to residential contractors in the western U.S. In addition, the Company manufactures painted aluminum and steel panels for residential roofing, which are distributed primarily in the Pacific Northwest.

Industrial and Architectural Contractors

The Company sells various products to the architectural and industrial contractor markets including standing seam panels, siding, soffits and fascias. These products are primarily produced from galvanized steel or aluminum.

Raw Materials

The Company's products are principally manufactured from aluminum coils and extrusions and steel coils. During 1999, approximately 168 million pounds of aluminum products and approximately 266 million pounds of steel were sold. The proportion sold in 1999 by value is $309.5 million of aluminum and $171.6 million of steel. Steel weighs approximately three times as much as the same volume of aluminum. In addition, during 1999, the Company sold $115.7 million of products manufactured from materials other than aluminum and steel.

All the Company's raw material inputs are sourced from external suppliers. The Company purchases its steel and aluminum sheet requirements from several foreign and domestic aluminum and steel mills. Management believes there is sufficient supply in the market place to competitively source all of its requirements without reliance on any particular supplier. The Company's large volume of aluminum and steel purchases afford it competitive market pricing.

Approximately 52% of the Company's net sales are derived from sales of aluminum products. Compared to the cost of other raw materials used by the Company, the cost of aluminum is subject to a high degree of volatility caused by, among other items, the relationship of world aluminum supply to world aluminum demand. However, as a fabricator, Euramax is less exposed to fluctuations in aluminum prices. Historically, prices at which the Company sells aluminum products tend to fluctuate with corresponding changes in the prices paid to suppliers for aluminum raw materials. Supplier price increases, of normal amount and frequency can generally be passed to customers within two to four months. Conversely, as aluminum prices decline, corresponding price reductions are typically passed on to customers within the same time frame. Accordingly, the Company's net sales and margins on aluminum products may fluctuate with little or no change in the volume of aluminum shipments.

The Company continually scrutinizes aluminum costs and adjusts its purchasing, inventory and sales programs accordingly. At certain times, the Company enters into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. Historically, the Company has not engaged in extensive hedging activities intended to manage long-term risks relating to movements in market prices of steel and aluminum raw materials. However, the Company has purchased, and expects from time to time to continue to purchase, options to buy aluminum at a fixed price for a

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portion of its anticipated requirements. At times, high aluminum prices have led customers to use alternative products, including steel, vinyl and fiberglass. The Company believes that its ability to supply certain products manufactured from these alternatives provides it with a competitive advantage over competitors who do not offer these choices.

Competition

Competition in the U.S. RV and manufactured housing markets comes primarily from one subsidiary of a large publicly held U.S. building products company. Other competition in these markets, and other U.S. markets, comes largely from privately and publicly held companies that are generally smaller than the Company. In Europe, competitors of the Company include three to four integrated companies in the specialty coil-coating business. Other smaller companies compete with the Company in the building and construction, RV and transportation markets in Europe, both on a regional basis and some on a pan-European basis.

Environmental, Health and Safety Matters

The Company's manufacturing facilities are subject to a range of federal, state, local and European environmental and occupational health and safety laws, including those which relate to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste, and the remediation of contamination associated with the current and past use of hazardous substances or materials (collectively, "Environmental Laws"). If a release of hazardous substances or materials occurs on or from the Company's properties or any offsite disposal location used by the Company, or if contamination from prior activities is discovered at any of the Company's properties, the Company may be held liable for the costs of remediation (including any response costs), natural resource damages and associated transaction costs. While the amount of such liability could be material, the Company devotes resources to ensuring that its current operations are conducted in a manner intended to reduce such risks.

Based upon environmental reviews conducted (i) internally on a quarterly basis, (ii) by outside consultants on a periodic basis, and (iii) by outside consultants in connection with the Acquisition, and assuming compliance by Alumax with its indemnification obligations under the Acquisition Agreement, the Company believes that it is currently in compliance with, and not subject to liability under, Environmental Laws except where such noncompliance or liability would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole. Pursuant to the terms of the Acquisition Agreement, Alumax agreed to correct and to bear substantially all costs with respect to certain identified conditions of potential noncompliance and liability under Environmental Laws, none of which costs is currently believed to be material. Alumax's indemnification obligations under the Acquisition Agreement are not subject to an aggregate dollar limitation with respect to specifically identified environmental matters. However, with respect to all other environmental matters, Alumax's obligations are limited to $125.0 million. See Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operation—Environmental Matters."

Employees

As of December 31, 1999, the Company employed 2,335 people of which 906 were employed in Europe and 1,429 were employed in the United States. Of these employees, 31% were salaried and 69% were hourly employees. Manufacturing employees at four of the Company's U.S. manufacturing facilities are covered by collective bargaining agreements. The Company and its subsidiaries are not a party to any material pending labor proceedings and believe that employee relations are satisfactory.

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Risk Factors

The Company has substantial leverage.

The Company incurred significant debt in connection with the Acquisition and the Fabral Acquisition. As of December 31, 1999, the Company had outstanding indebtedness of $221.3 million, and $65.1 million of equity. For the year ended December 31, 1999, the Company's ratio of earnings to fixed charges was 1.94 to 1. The Company's leveraged financial position poses substantial risks to holders of the Notes, including the risks that: (i) a substantial portion of the Company's cash flow from operations is dedicated to the payment of interest on the Notes and the payment of principal and interest under the Credit Agreement and other indebtedness; (ii) the Company's leveraged position may impede its ability to obtain financing in the future for working capital, capital expenditures and general corporate purposes, including acquisitions; and (iii) the Company's highly leveraged financial position may make it more vulnerable to economic downturns and may limit its ability to withstand competitive pressures. The Company believes that, based on its current level of operations, it will have sufficient capital to carry on its business and will be able to meet its scheduled debt service requirements. However, there can be no assurance that the future cash flow of the Company will be sufficient to meet the Company's obligations and commitments. In addition, the Credit Agreement contemplates that all borrowings thereunder will become due prior to June 2004. If the Company is unable to generate sufficient cash flow from operations in the future to service its indebtedness and to meet its other commitments, the Company will be required to adopt one or more alternatives, such as refinancing or restructuring its indebtedness, selling material assets or operations or seeking to raise additional debt or equity capital. There can be no assurance that any of these actions could be effected on a timely basis or on satisfactory terms or that these actions would enable the Company to continue to satisfy its capital requirements. In addition, the terms of existing or future debt agreements, including the Credit Agreement and related Indenture (as defined), may prohibit the Company from adopting any of these alternatives. See Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

Demand for many of the Company's products is cyclical.

Demand for most of the Company's products is cyclical in nature and subject to changes in general economic conditions that affect market demand. Sales to the building and construction markets are driven by trends in commercial and residential construction, housing starts, residential repair and remodelings. Transportation market sales are also cyclical in nature and typically follow the trends in the automotive, truck and recreational vehicle manufacturing industries. Historically, lower demand has led to lower margins, lower production levels, or both.

The Company depends upon aluminum.

The Company's primary raw material is aluminum coil. Because changes in aluminum prices are generally passed through to the Company's customers, increases or decreases in aluminum prices generally cause corresponding increases and decreases in reported net sales, causing fluctuations in reported revenues that are unrelated to the level of business activity. However, if the Company is unable to pass through aluminum price changes to its customers in the future, the Company could be materially adversely affected. Any major dislocation in the supply and/or price of aluminum could have a material adverse effect on the Company's business and financial condition. The Company is, therefore, subject to the short-term commodity risk of carrying aluminum in its inventory. See Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."

The Notes are subordinated to Senior Debt.

The Notes and related guarantees given by Amerimax Holdings, Inc. and Amerimax Fabricated Products, Inc., U.S. holding company subsidiaries of Euramax, Euramax International, Inc., as well as Euramax

13

International Holdings Limited and Euramax Continental Limited, U.K. holding company subsidiaries, are contractually subordinated to all Senior Debt (as defined) including all obligations under the Credit Agreement. In the event of a circumstance in which the contractual subordination provisions apply, holders of the Notes will not be entitled to receive, and will have an obligation to pay over to holders of Senior Debt, any payments they may receive in respect of such notes, including any payments received in respect of any Claims (as defined in the related Indenture). At December 31, 1999, the aggregate amount of consolidated indebtedness and other liabilities which the Notes are effectively subordinated to is approximately $199.6 million, of which approximately $86.3 million is outstanding under the Credit Agreement. The indebtedness under the Credit Agreement will become due prior to the time the principal obligations under the Notes become due. The issuers of the Notes, which are Euramax International Limited, Euramax European Holdings Limited and Euramax European Holdings B.V. (collectively, the "Issuers") and the guarantors, Amerimax Holdings, Inc., Amerimax Fabricated Products, Inc., Euramax International, Inc., Euramax International Holdings Limited and Euramax Continental Limited (the "Guarantors"), are holding companies and do not have any independent operations. Accordingly, the Notes and the Guarantees are structurally subordinated to all existing and future indebtedness of the subsidiaries of the Issuers and the Guarantors, through which the Company's operations are conducted, including obligations under the Credit Agreement. Subject to certain limitations, the Indenture permits the Issuers and their subsidiaries to incur additional indebtedness. See "The Transactions." The holders of any indebtedness of the Issuers' subsidiaries are entitled to payment of their indebtedness from the assets of such subsidiaries prior to the holders of any general unsecured obligations of the Issuers, including the Notes. In addition, substantially all of the assets of the Company and its subsidiaries are or may in the future be pledged to secure other indebtedness of the Company.

There are substantial restrictions imposed on the Company by the Credit Agreement and the Indenture.

The Credit Agreement requires the Company to maintain specified financial ratios and meet certain financial tests, among other obligations, including a minimum interest coverage ratio, a minimum fixed charge coverage ratio, a maximum leverage ratio, a minimum EBITDA (earnings before interest, taxes, depreciation and amortization) requirement and maximum amounts of capital expenditures. In addition, the Credit Agreement restricts, among other things, the Issuers' ability to incur additional indebtedness and make acquisitions. A failure to comply with the restrictions contained in the Credit Agreement could lead to an event of default thereunder which could result in an acceleration of such indebtedness. Such an acceleration would constitute an event of default under the Indenture relating to the Notes. In addition, the Indenture restricts, among other things, the Company's ability to incur additional indebtedness, sell assets, make certain payments and dividends or merge or consolidate. A failure to comply with the restrictions in the Indenture could result in an event of default under the Indenture.

The Company's acquisition strategy may not be successful.

The Company has engaged in and continues to engage in evaluations of and discussions with potential acquisition candidates. Resulting transaction(s) may be financed by incurring additional indebtedness which could be material. See "Substantial Leverage." Any such transaction(s) would be subject to negotiations of definitive agreements, satisfactory financing arrangements (including compliance with the limitations on issuance of indebtedness in the Indenture and in the Credit Agreement) and applicable governmental approvals and consents. There can be no assurance that any additional acquisitions will be completed or that such acquired entities or assets will be successfully integrated into the Company's operations, or will be able to operate profitably.

14

The Company is subject to risk of currency exchange rate fluctuations and risks associated with international operations.

In 1999, approximately 33% of the Company's net sales were made outside the United States. The U.S. dollar value of the Company's non-U.S. sales varies with currency exchange rate fluctuations. Changes in currency exchange rates could have an adverse effect on the Company's results of operations and its ability to meet interest and principal obligations on the Notes. International manufacturing and sales are subject to risks including labor unrest, potentially high costs of terminating labor contracts, restrictions on transfers of funds, export duties and quotas, domestic and international customs and tariffs, unexpected changes in regulatory environments, difficulty in obtaining distribution and support, potentially adverse tax consequences and changes in effective tax rates. There can be no assurance that any of the foregoing factors will not have a material adverse effect on the Company's ability to increase or maintain its international sales or on the Company's results of operations.

The Company is subject to strict environmental regulations.

The Company's U.S. and European facilities are subject to the requirements of federal, state, local and European environmental and occupational health and safety laws and regulations. There can be no assurance that Euramax is at all times in compliance with all such requirements. Euramax has made and will continue to make capital expenditures to comply with environmental requirements. As is the case with manufacturers in general, if a release of hazardous substances occurs on or from Euramax's properties or any offsite disposal location used by Euramax, or if contamination from prior activities is discovered at any of Euramax's properties, Euramax may be held liable for cleanup costs, natural resource damages and associated transaction costs. The amount of such liability could be material. Euramax has been named a party potentially responsible for the costs of investigating and remediating nine waste disposal sites, pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1990. In addition, Euramax is currently engaged in environmental remediation or has reason to believe that remediation may be required at three properties currently operated by the Company. See "Business—Environmental, Health and Safety Matters" and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Environmental Matters."

The Company depends significantly on key personnel.

The Company is dependent on the continued services of its senior management team. Although the Company believes it could replace key employees in an orderly fashion should the need arise, the loss of such key personnel could have a material adverse effect on the Company. The Company does not maintain key-person insurance for any of its officers, employees or directors. See Item 10 "Directors, Executive Officers and Key Management."

The Company competes in highly competitive markets.

The markets in which the Company competes are highly competitive. In the United States, competition comes from both large and small publicly held and privately held companies. In Europe, competitors of the Company include three to four integrated companies in the specialty coil coating business. Other smaller companies compete with the Company in the building and construction, RV and transportation markets in Europe, both on a regional basis and some on a pan-European basis. There can be no assurance that the Company will be able to compete effectively in each of its markets in the future.

The Company is controlled by four shareholders.

Four shareholders, each owning greater than 5% of the Company's common stock, own approximately 80% of the Company's total common stock and collectively control the affairs and policies of the Company. Circumstances may occur in which the interests of these shareholders could be in conflict with

15

the interests of the holders of the Notes. In addition, these shareholders may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to the holders of the Notes. See Item 12 "Security Ownership of Certain Beneficial Owners and Management."

The Issuers may not be able to repurchase the Notes upon a change of control.

In the event of a change of control, the Issuers will be required to make an offer for cash to repurchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the repurchase date. A change of control will result in an event of default under the Credit Agreement and may result in a default under other indebtedness of the Company that may be incurred in the future. The Credit Agreement prohibits the purchase of outstanding Notes prior to repayment of the borrowings under the Credit Agreement, and any exercise by the holders of the Notes of their right to require the Issuers to repurchase the Notes will cause an event of default under the Credit Agreement. Finally, there can be no assurance that the Company will have the financial resources necessary to repurchase the Notes upon a change of control.

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Item 2. Properties

The Company's principal executive office and headquarters are located in Norcross, Georgia. The principal facilities of the Company as of December 31, 1999, are listed below by operating segment:

Facility	Function		Square Feet
U.S. Fabrication
Anaheim, CA	Manufacturing	(Leased)	15,000
Bedford Park, IL	Manufacturing	(Leased)	70,000
Bloomsburg, PA	Manufacturing	(Leased)	96,000
Bristol, IN	Manufacturing	(Owned)	110,115
Bristol, IN	Office	(Leased)	3,454
Cedar City, UT	Manufacturing	(Leased)	38,000
Dallas, TX	Office	(Leased)	12,230
Elkhart, IN	Manufacturing	(Leased)	60,000
Elkhart, IN	Manufacturing	(Leased)	65,000
Elkhart, IN	Manufacturing	(Leased)	96,000
Grand Prairie, TX	Manufacturing	(Leased)	45,281
Gridley, IL	Manufacturing	(Owned)	93,200
Idabel, OK	Manufacturing	(Owned)	37,440
Jackson, GA	Manufacturing	(Owned)	69,450
Kennesaw, GA	Manufacturing	(Owned)	10,000
Lancaster, PA	Manufacturing	(Owned)	220,000
Lancaster, PA	Office and Manufacturing	(Owned)	126,083
Lawrenceville, GA	Manufacturing	(Leased)	55,000
Loveland, CO	Manufacturing	(Leased)	51,362
Mableton, GA	Office and Manufacturing	(Owned)	88,000
Mansfield, TX	Manufacturing	(Owned)	55,280
Marshfield, Wl	Manufacturing	(Owned)	28,200
Moulton, AL	Manufacturing	(Owned)	59,152
Norcross, GA	Executive Offices	(Leased)	3,627
Rathdrum, ID	Manufacturing	(Leased)	26,190
Romoland, CA	Manufacturing	(Owned)	65,500
Sacramento, CA	Manufacturing	(Leased)	40,800
Stayton, OR	Manufacturing	(Leased)	35,733
Tifton, GA	Manufacturing	(Leased)	55,600
Tifton, GA	Manufacturing	(Leased)	26,934
West Sacramento, CA	Manufacturing	(Leased)	70,000
West Helena, AR	Manufacturing	(Owned)	230,000
European Roll Coating
Corby, England	Office and Manufacturing	(Owned)	171,000
Roermond, The Netherlands	Office and Manufacturing	(Owned)	208,216
European Fabrication
Pudsey, England	Office and Manufacturing	(Owned & Leased)	211,200
Andrezieux-Boutheon, France	Office and Manufacturing	(Owned)	69,968
Montreuil-Bellay, France	Office and Manufacturing	(Owned)	178,663
Narbonne, France	Redistribution Facility	(Leased)	37,006

Management believes that the Company's facilities, taken as a whole, have adequate productive capacity and sufficient manufacturing equipment to conduct business at levels meeting current demand.

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Item 3. Legal Proceedings

The Company and its subsidiaries are not currently parties to any pending legal proceedings other than such proceedings incident to its business. Management believes that such proceedings would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole. See further information provided in Item 1 "Business" and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Item 4. Submission of Matters to a Vote of Security Holders

As discussed in Item 1 "Business—The Transactions," the Company completed a Reorganization in December 1999 which required the consent of the registered holders of the Company's Notes, as well as the holders of each class of shares of Euramax International Limited. The requisite number of registered holders of the Notes and holders of each class of shares of Euramax International Limited provided their consent to the Reorganization.

Part II

Item 5. Market for Registrant's Common Equity and Related Stockholders Matters

The Company issued Notes that were registered under the Securities Act of 1933 in March 1997.

In December 1999, in connection with the Reorganization (see Item 1 "Business—The Transactions"), the 1,000,000 ordinary shares and 34,000,000 redeemable preference shares, including accrued cumulative dividends, of Euramax International Limited were cancelled. Concurrent with that cancellation, the Company issued 50,001,992 shares of common stock to the former Euramax International Limited shareholders. See Note 7 to the Consolidated Financial Statements. There is no established public trading market for any class of common equity of the Company. As of December 31, 1999, there were 31 holders of record of the Company's 50,001,992 common stock.

The credit agreement contains certain restrictions on the payment of cash dividends.

During 1999, no securities were sold by the Company.

Item 6. Selected Financial Data

Set forth below are selected financial data of the Company as of the dates and for the periods presented. For purposes of this presentation, all predecessor financial data represents such data for the Company when it was a division of Alumax. The selected financial data for each of the three years ended December 31, 1999, December 25, 1998, and December 26, 1997, the three months ended December 27, 1996, the nine months ended September 25, 1996, and the year ended December 31, 1995 were derived from the audited Consolidated Financial Statements of the Company. Due to required adjustments to record the Acquisition under the purchase method of accounting, the consolidated financial and other data for the period subsequent to the acquisition (the "Successor" periods) are not comparable to such data for the periods prior to the Acquisition (the "Predecessor" periods). The information contained in this table should be read in conjunction with Item 7 "Management's Discussion and Analysis of Financial Condition

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and Results of Operations" and the Consolidated Financial Statements and accompanying notes thereto included herein.

	Successor												Predecessor			Predecessor
	Year ended December 31, 1999			Year ended December 25, 1998			Year ended December 26, 1997			Three months ended December 27, 1996			Nine months ended September 25, 1996			Year ended December 31, 1995
	Thousands of U.S. Dollars
Statement of Earnings Data:
Net sales	$	596,759		$	616,219		$	557,014	(2)	$	125,529		$	363,308		$	483,462
Costs and expenses:
Cost of goods sold		479,730			507,752			454,180			104,055			300,185			399,989
Selling and general		57,986			49,881			49,239			10,950			33,286			41,351
Depreciation and amortization		13,728			12,326			11,663			2,591			6,995			7,980
		551,444			569,959			515,082			117,596			340,466			449,320
Earnings from operations		45,315			46,260			41,932			7,933			22,842			34,142
Interest expense		(22,369	)		(24,204	)		(24,082	)		(6,235	)		(930	)		(4,089	)
Interest income		563			557			544			48			308			1,100
Other income (expense)		(933	)		524			1,107			(235	)		(298	)		(96	)
Earnings before income taxes		22,576			23,137			19,501			1,511			21,922			31,057
Provision for income taxes		11,017			10,253			7,947			505			8,342			11,399
Earnings before extraordinary item		11,559			12,884			11,554			1,006			13,580			19,658
Extraordinary item		—			—			1,758	(3)		—			—			—
Net earnings		11,559			12,884			9,796			1,006			13,580			19,658
Dividends on redeemable preference shares		6,381			5,957			5,191			1,191			—			—
Net earnings (loss) available for shareholders	$	5,178		$	6,927		$	4,605		$	(185	)	$	13,580		$	19,658
Other Data:
Capital expenditures	$	13,358		$	12,352		$	7,184		$	682		$	11,518		$	17,429
Ratio of earnings to fixed charges(1)		1.94x			1.84x			1.70x			1.26x			12.63x			6.83x
Balance Sheet Data (end of period):
Working capital	$	90,570		$	88,558		$	93,013		$	97,619		$	120,940		$	127,380
Total assets		399,659			388,649			397,750			327,293			335,766			236,649
Total long-term debt, including current maturities		221,279			217,678			244,216			211,740			235,000			—
Redeemable preference shares		—	(4)		46,339			40,382			35,191			34,000			—
Total shareholders' equity		65,068	(4)		9,665			3,494			2,173			1,000			151,461

(1)

Earnings used in computing the ratio of earnings to fixed charges consist of earnings before income taxes plus fixed charges. Fixed charges consist of interest expense, including amortization of debt issuance costs and the estimated interest component of rent expense.

(2)

Net sales for the year ended December 26, 1997, were increased by approximately $76 million from the Fabral and JTJ Laminating acquisitions.

(3)

The results for the year ended December 26, 1997, included an extraordinary loss of $1.8 million, net of taxes of $1.1 million, for the write-off of deferred financing fees in connection with the amendment and restatement of the Company's Credit Agreement to, among other items, provide available borrowings for the acquisition of Fabral.

(4)

In December 1999, in connection with the Reorganization, the 1,000,000 ordinary shares and 34,000,000 redeemable preference shares, including accrued cumulative dividends, of Euramax International Limited were cancelled. Concurrent with that cancellation, the Company issued 50,001,992 shares of common stock to the former Euramax International Limited shareholders.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Item 6 "Selected Financial Data" and the Consolidated Financial Statements of the Company and the accompanying notes thereto included elsewhere herein. Also, see the note preceding Part I of Item 1 "Business" for additional information regarding the Private Securities Litigation Reform Act.

Overview

Despite several significant challenges in 1999, Euramax successfully pursued its strategy to expand leading market positions and further diversify product offerings, customers and geographic operating regions. Execution of this strategy lead to acquisitions that broadened the Company's product lines and customer bases among U.S. home centers and contractors as well as U.K. recreational vehicle producers (See "Business—The Transactions").

Challenges in 1999 included an overall weakness in demand in continental Europe for specialty coated aluminum and steel coil during the first half of the year. Also, in 1999, aluminum prices ended a nearly eighteen month decline and rose from a low of $1,162 per metric tonne at March 4, 1999 to $1,649 per metric tonne at December 31, 1999. In the first half of the year, lower aluminum prices, together with weak demand in continental Europe, contributed to lower net sales in 1999. Rising aluminum prices during the second half of the year required that resulting tension on operating margins be aggressively managed. This aggressive management enabled Euramax to achieve a slight increase in operating margins, and, before reorganization costs of approximately $1.9 million, an increase in earnings from operations.

A second consecutive record year for shipments of RVs in the U.S. and a sharp increase in demand, in the second half of the year, for specialty coated coil in continental Europe enabled continuation of solid operating results. Euramax's leading position as a supplier of aluminum and fiberglass sidewalls to the U.S. RV industry, coupled with strong demand, enabled an increase in U.S. earnings from operations that substantially offset a decline in earnings from operations in Europe.

Strategy

A discussion of the Company's business strategy is located in Item 1 "Business—Business Strategy."

While the Company's strategy includes identifying and acquiring businesses and assets that would enable it to offer complementary products and/or expand geographic coverage, there can be no assurance that additional acquisitions will be completed or that, if completed, such acquisitions would improve the overall profitability of the Company (see "Business—Risk Factors—Acquisition Strategy"). Additionally, there can be no assurance that the Company will experience similar general economic conditions that contributed to operating results for the year ended December 31, 1999.

Risk Management

The Company is exposed to market risk from changes in interest rates, exchange rates (primarily Dutch Guilders and British Pound Sterling) and commodity prices. At certain times, the Company enters into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. However, historically, the Company has not engaged in extensive hedging activities intended to manage long-term risks relating to movements in market prices of steel and aluminum raw materials. However, as part of a risk-management strategy to reduce the impact of exchange rate fluctuations and/or interest rate fluctuations, the Company has historically entered into currency swaps and interest rate swaps with major banking institutions. (See Item 7A "Quantitative and Qualitative Disclosures About Market Risk").

Approximately 52% of the Company's 1999 net sales were derived from sales of aluminum products. Compared to the cost of other raw materials used by the Company, the cost of aluminum is subject to a

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high degree of volatility caused by, among other items, the relationship of world aluminum supply to world aluminum demand. However, as a fabricator, Euramax is less exposed to fluctuations in aluminum prices. Historically, prices at which the Company sells aluminum products tend to fluctuate with corresponding changes in the prices paid to suppliers for aluminum raw materials. Supplier price increases, of normal amount and frequency can generally be passed to customers within two to four months. Conversely, as aluminum prices decline, corresponding price reductions are typically passed on to customers within the same time frame. Accordingly, the Company's net sales and margins on aluminum products may fluctuate with little or no change in the volume of aluminum shipments.

The Company continually scrutinizes aluminum costs and adjusts its purchasing, inventory and sales programs accordingly. As noted above, at certain times, the Company enters into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. At times, high aluminum prices have led customers to use alternative products, including steel, vinyl and fiberglass. The Company believes that its ability to supply certain products manufactured from these alternatives provides it with a competitive advantage over competitors who do not offer these choices.

Results of Operations

See Note 1 to the Consolidated Financial Statements for a description of the basis of presentation of financial information.

The following table sets forth the Company's Consolidated Statements of Earnings Data expressed as a percentage of net sales:

	December 31, 1999		December 25, 1998		December 26, 1997
Statements of Earnings Data:
Net sales	100.0	%	100.0	%	100.0	%
Costs and expenses:
Cost of goods sold	80.4		82.4		81.5
Selling and general	9.7		8.1		8.8
Depreciation and amortization	2.3		2.0		2.1
Earnings from operations	7.6		7.5		7.6
Interest expense, net	3.7		3.8		4.2
Other (income) expense, net	.1		(.1	)	(0.2	)
Earnings before income taxes and extraordinary item	3.8		3.8		3.6
Provision for income taxes	1.9		1.7		1.4
Earnings before extraordinary item	1.9		2.1		2.2
Extraordinary item-loss on debt refinancing, net of income tax benefit of $1.1million	—		—		0.3
Net earnings	1.9	%	2.1	%	1.9	%

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Year ended December 31, 1999 compared to the year ended December 25, 1998

The following table sets forth the Net Sales and Earnings from Operations data for the United States and Europe for the twelve months ended December 31, 1999 and December 25, 1998:

	Net Sales						Earnings from Operations
	December 31, 1999		December 25, 1998		Increase/ (decrease)		December 31, 1999		December 25, 1998		Increase/ (decrease)
	In thousands
United States	$	397,437	$	398,116	(0.2	)%	$	27,799	$	24,642	12.8	%
Europe		199,322		218,103	(8.6	)%		17,516		21,618	(19.0	)%
Totals	$	596,759	$	616,219	(3.2	)%	$	45,315	$	46,260	(2.0	)%

Net Sales.  For the year ended December 31, 1999, as compared to the year ended December 25, 1998, sales in the U.S. benefited primarily from increases in sales to the distributor and home improvement contractor markets, while sales lagged in the manufactured housing and rural contractor markets. The favorable increase in sales to the distributor market is primarily attributable to the acquisition of AMP (see Note 2 to the Condensed Consolidated Financial Statements). The home improvement contractor market also experienced an increase in sales aided by an increase in the sale of vinyl windows. Net sales to the RV market were flat when compared to 1998 due to lower selling prices, although overall shipments to the RV market increased. The increase in shipments to the RV market coincides with a second consecutive record year for shipments of end-use products by the RV industry in the United States. In recent years the RV industry has thrived in an environment of low interest rates, low fuel prices and favorable demographics. Changes to one or more of these factors may preclude shipments from continuing at the current pace. Lower sales to the manufactured housing market contributed to the decrease in sales and were primarily the result of lower realized sales prices caused by competition for a declining number of manufactured homes produced with steel siding. The Company continues to explore opportunities to increase its offering of substitute materials to this market. The decline in sales is also attributable to lower sales to the rural contractor market, which is primarily due to a decline in sales to the confinement market resulting from increased federal and state legislation effecting the swine confinement market. The Company's U.S. subsidiaries are included in the U.S. Fabrication Segment (see Note 13 to the Condensed Consolidated Financial Statements).

Net sales in Europe for the year ended December 31, 1999, were approximately 8.6% lower than the year ended December 25, 1998. Approximately 35% of the decline reflects the weakening of the Pound Sterling, Dutch Guilder and French Franc relative to the U.S. Dollar. The balance of the decline relates primarily to a softer market for industrial consumers of aluminum and steel coil in the United Kingdom and continental Europe. Further, the strength of the Pound Sterling relative to other foreign currencies has restricted the Company's ability to competitively export, to continental Europe, products produced in the United Kingdom. In addition, net sales in both the U.S. and Europe declined due to lower aluminum prices in the first half of the year (see "Overview"). Offsetting the decline in sales to a variety of industrial consumers, 1999 sales to the RV (caravan) sector of the OEM market in The Netherlands increased. These factors resulted in a net decrease in sales in the European Roll Coating Segment (see Note 13 to the Condensed Consolidated Financial Statements).

Cost of goods sold.  Cost of goods sold, as a percentage of net sales, decreased 2.0% for the year ended December 31, 1999, to 80.4% in 1999 from 82.4% in 1998. This decrease is primarilyattributable to operational improvements realized at the Helena, Arkansas paintline facility, and a decrease in the average raw material aluminum costs.

Selling and general.  Selling and general expenses, as a percentage of net sales, increased 1.6% for the year ended December 31, 1999, to 9.7% in 1999 from 8.1% in 1998. This increase is primarily attributable to lower net sales, professional fees related to the Reorganization, salary increases and non-capitalizable

22

information technology implementation expenses. See Note 1 to the Condensed Consolidated Financial Statements for information regarding the Reorganization.

Depreciation and amortization.  Depreciation and amortization, as a percentage of net sales, increased 0.3% for the year ended December 31, 1999, to 2.3% in 1999 from 2.0% in 1998, primarily related to the 1999 acquisitions.

Earnings from operations.  Despite decreases in net sales for the reasons stated above, the Company increased its earnings from operations, as a percentage of net sales. As a percentage of net sales, earnings from operations increased to 7.6% for the year ended December 31, 1999, from 7.5% for the year ended December 25, 1998. The Company's geographic and market diversity, the diversity of its product offerings, and productivity improvements, have resulted in stable margins on a consolidated basis in a period of reduced demand in continental Europe and export pricing pressures in the United Kingdom. For the twelve months ended December 31, 1999, as compared to the prior year, the improvement in earnings in the United States is primarily due to operational and market improvements, while the decline in European earnings is primarily attributable to softer European markets.

Interest expense, net.  Net interest expense decreased to $21.8 million for the twelve months ended December 31, 1999, from $23.6 million for the twelve months ended December 25, 1998, primarily due to lower average debt balances.

Other expenses, net.  Other expenses were not significant for the twelve months ended December 31, 1999 and December 25, 1998.

Provision for income taxes.  The effective rate for the provision for income taxes was 48.8% for the year ended December 31, 1999, and 44.3% for the year ended December 25, 1998. The increase in the effective rate is primarily due to higher United States earnings, which are taxed at a slightly higher rate than the European earnings, and an increase in non-deductible goodwill amortization expense resulting from acquisitions.

Year ended December 25, 1998 compared to the year ended December 26, 1997

The following table sets forth the Net Sales and Earnings from Operations data for the United States and Europe for the twelve months ended December 25, 1998 and December 26, 1997:

	Net Sales						Earnings from Operations
	December 25, 1998		December 26, 1997		Increase/ (decrease)		December 25, 1998		December 26, 1997		Increase/ (decrease)
	In thousands
United States	$	398,116	$	354,451	12.3	%	$	24,642	$	19,249	28.0	%
Europe		218,103		202,563	7.7	%		21,618		22,683	(4.7	)%
Totals	$	616,219	$	557,014	10.6	%	$	46,260	$	41,932	10.3	%

Net sales.  Net sales increased 10.6% to $616.2 million for the year ended December 25, 1998, from $557.0 million for the year ended December 26, 1997. Approximately $56.2 million of this increase is attributable to net sales of Fabral which was acquired by the Company on July 17, 1997 (see Note 2 to Consolidated Financial Statements). Excluding the increase in net sales attributable to Fabral, the Company achieved an increase in sales despite lower aluminum selling prices in 1998 associated with the falling world prices for aluminum. The average price of aluminum on the London Metal Exchange in 1998 was approximately 15% lower than the 1997 average. Aluminum shipments increased approximately 9% in 1998 compared to 1997, however, selling prices were generally lower in 1998. Excluding the effects of foreign currency fluctuations, net sales increased approximately $15.8 million due to increases in aluminum shipments to OEM markets in Europe (primarily sales of fabricated profiled panels for the RV/caravan markets), and metal raincarrying systems to home centers and distributors in the U.S. In addition, net sales increased approximately $7.3 million for sales attributable to Amerimax Laminated Products, Inc.,

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acquired in early 1997, formerly known as JTJ Laminating (see Note 2 to Consolidated Financial Statements). Partially offsetting these increases were declines in sales of $17.3 million attributable to divested subsidiaries (see Note 2 to Consolidated Financial Statements), and the net effect of foreign currency fluctuations (strengthening of Pound Sterling offset by weakening of Dutch Guilder and French Franc), which resulted in a decrease in sales of approximately $1.3 million.

Cost of goods sold.  Cost of goods sold, as a percentage of net sales, increased to 82.4% for the year ended December 25, 1998, from 81.5% for the year ended December 26, 1997. This increase is primarily due to the narrowing of margins on sales of aluminum products together with greater sales of lower margin steel products related to the acquisition of Fabral. Excluding Fabral in 1998, cost of goods sold as a percentage of net sales remained unchanged at 81.0% for both periods.

Selling and general expenses.  Selling and general expenses, as a percentage of net sales, decreased by 0.7% for the year ended December 25, 1998, to 8.1% from 8.8% in 1997. This decrease is primarily attributable to Fabral, which had lower selling and general expenses, as a percentage of net sales, than the Company prior to the Fabral acquisition.

Other expenses, net.  Other expenses include foreign exchange gains and losses related to the Company's debt, currency swaps and interest payable. Other expenses for the year ended December 25, 1998, include net foreign exchange gains of $392.0 thousand, which were approximately $1.5 million lower than 1997 foreign exchange gains of $1.9 million.

Provision for income taxes.  The effective rate for the provision for income taxes increased to 44.3% from 40.8% for the years ended December 25, 1998 and December 26, 1997, respectively. This increase was primarily due to non-deductible goodwill amortization arising from 1997 acquisitions.

Extraordinary item.  The results for the year ended December 26, 1997, included an extraordinary loss of $1.8 million, net of taxes of $1.1 million, for the write-off of deferred financing costs in connection with the amendment and restatement of the Company's Credit Agreement to, among other items, provide available borrowings for the Fabral acquisition.

Liquidity and Capital Resources

Liquidity.  The Company's primary liquidity needs arise from debt service on indebtedness incurred in connection with the Acquisition, other acquisitions, and the funding of capital expenditures. As of December 31, 1999, the Company had outstanding indebtedness of $221.3 million, as compared to $217.7 million as of December 25, 1998. Included in such indebtedness at December 31, 1999, was approximately $86.3 million under the Credit Agreement, consisting of $28.7 million under the Term Loans and $57.6 million under the Revolving Credit Facility. The undrawn amount of the Revolving Credit Facility at December 31, 1999, was approximately $42.4 million, which was available for working capital and general corporate purposes, subject to borrowing base limitations. As of December 31, 1999, this amount was fully available. During 2000, the Company is required to pay approximately $1.0 million in connection with the Excess Cash Flow Provision of the Credit Agreement, and intends to fund the payment from operating cash flows or through borrowings under the Revolving Credit Facility (see Note 6 to Consolidated Financial Statements).

Principal and interest payments under the Credit Agreement and interest payments on the Notes represent significant liquidity requirements for the Company. With respect to the $28.7 million of Term Loans, the Company must make principal payments totaling $6.2 million in 2000, $5.4 million in 2001, $12.6 million in 2002, and $4.5 million in 2003. The Term Loans and the Revolving Credit Facility bear interest at floating rates. The Notes entitle the holders to an annual fixed interest rate of 11.25%. Pursuant to two currency swaps in place until October 1, 2003, the Company pays a counterparty a fixed rate of interest of 9.865% on the notional 75.0 million Dutch Guilders value and 12.720% on the notional 16.0 million Pounds Sterling value in exchange for receiving interest of 11.25% on the notional U.S. dollar values of $37.5 million and $25.0 million, respectively. (See Note 6 to Consolidated Financial Statements.)

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As previously noted, the Company's leveraged financial position requires that a substantial portion of the Company's cash flow from operations be used to pay interest on the Notes and principal and interest under the Credit Agreement. Significant increases in the floating interest rates on the Term Loans and Revolving Credit Facility would result in increased debt service requirements, which may reduce the funds available for capital expenditures and other operational needs. In addition, the Company's leveraged position may impede its ability to obtain financing in the future for working capital, capital expenditures and general corporate purposes, including acquisitions. Further, the Company's leveraged position may make it more vulnerable to economic downturns and may limit its ability to withstand competitive pressures. See Note 6 to the Consolidated Financial Statements for a discussion of restrictive debt covenants.

The Company's primary source of liquidity is cash flows from operations, which are supplemented by borrowings under the Credit Agreement. Operations provided cash of $22.0 million in the year ended December 31, 1999, compared to $48.9 million in the year ended December 25, 1998, and $28.8 million for the year ended December 26, 1997. Operating cash flow for the year ended December 31, 1999 of $22.0 million and debt proceeds of $81.9 million enabled the Company to acquire Unimet, Color Clad and AMP for approximately $22.2 million, make capital expenditures of approximately $13.4 million and pay net interest expense of $21.6 million in 1999. Operating cash flow for the year ended December 25, 1998 of $48.9 million, together with proceeds of $7.6 million from the liquidation of The Netherlands foreign currency swap, enabled the Company to reduce long-term indebtedness during 1998 by approximately $26.5 million, net ($45.9 million repayment less $19.4 million proceeds), and pay net interest expense of $23.2 million while increasing cash, net of cash overdrafts, by $16.1 million. In 1997, operating cash flow of $28.8 million, debt proceeds of $73.3 million, and proceeds from the sale of two businesses totaling $12.8 million enabled the Company to purchase Fabral and JTJ for approximately $78.5 million cash and pay net interest expense of $22.3 million.

See Note 2 to the Consolidated Financial Statements for further information concerning acquisitions and divestitures.

The Company believes that cash generated from operations and, subject to borrowing base limitations, borrowings under the Credit Agreement will be adequate to meet its needs for the foreseeable future, although no assurance to that effect can be given.

Capital Expenditures.  In addition to meeting debt service requirements, operating cash flows have enabled the Company to invest in capital projects, which maintain manufacturing capabilities, enable compliance with laws and regulations and prepare Euramax for future growth. The Company's capital expenditures were $13.4 million, $12.4 million, and $7.2 million in the years ended December 31, 1999, December 25, 1998, and December 26, 1997, respectively. Capital expenditures in 1999, 1998, and 1997 include approximately $4.5 million, $3.6 million, and $2.0 million, respectively, for improvements to paint lines in Corby, England; Roermond, The Netherlands; and Helena, Arkansas. The paint lines are capital-intensive equipment, and will continue to require improvements and upgrades in 2000 and beyond to enhance their capabilities and efficiencies. The balance of capital expenditures in all periods primarily relates to purchases and upgrades of fabricating equipment, transportation and material moving equipment, and information systems. While assurance can not be given, management expects that capital spending in 2000 will also be devoted to projects that offer potential for internal growth through new products and existing products to new markets.

Working capital management.  The increase in working capital is primarily related to higher per unit costs of aluminum inventory and to 1999 acquisitions. Working capital was $90.6 million as of December 31, 1999, compared to $88.6 million as of December 25, 1998. The Company continues to aggressively manage working capital levels and believes that current levels of working capital represent a liquid source of funds available for future cash needs.

Subsequent event.  On March 10, 2000, the Company signed a definitive agreement to purchase substantially all of the assets and assume certain liabilities of a U.S. fabrication business. Completion of the

25

acquisition is subject to certain due diligence and other conditions, at the unilateral option of the Company, and the final purchase price will be determined pursuant to the terms of the purchase agreement. Closing on this transaction is anticipated to occur in April 2000.

Impact of the Year 2000 Issue

Because the Company experienced no material Year 2000 related issues either internally or externally, and because it is not aware of any remaining Year 2000 issues, it does not anticipate that it will incur material costs or experience material disruptions in its business during 2000 associated with the Year 2000 issue. However, there can be no assurance that issues not yet apparent will not arise.

Inflation and Foreign Currency Translation

In recent years, inflation has not had a significant effect on the Company's results of operations or financial condition. The assets and liabilities of the Company's non-U.S. subsidiaries are translated into U.S. dollars at current exchange rates and revenues and expenses are translated at average exchange rates. Currency translations on export sales could be adversely affected in the future by the relationship of the U.S. Dollar with foreign currencies.

European Currency

As provided in the 1992 treaty on European Union, on January 1, 1999, a new single European currency, the "Euro," became a currency in its own right, replacing the currencies of the eleven initial members of the European Union ("participating countries"). Fixed conversion rates between the participating countries' existing currencies ("legacy currencies") and the Euro were established as of that date. The Euro is available for non-cash transactions. Between January 1, 1999 and January 1, 2002 (the "transition period"), the participating countries have the option of accounting for their transactions in either Euros or their legacy currencies. The legacy currencies are scheduled to remain legal tender as denominations of the Euro until at least January 1, 2002, but not later than July 1, 2002. Beginning July 1, 2002, legacy currencies will cease to exist.

Schedule for introduction of the Euro—Two of the Companies' European subsidiaries are located in participating countries. One subsidiary has elected the option of continuing to account for its transactions in its legacy currency for the present. The other subsidiary began accounting for its transactions in Euros effective January 1, 2000, without incident. The Company, including subsidiaries located in both participating as well as non-participating countries, was able to transact business in the Euro as of January 1, 1999. This includes the ability to make and receive payments in the Euro, to invoice in the Euro, and to provide pricing in the Euro.

Economic impact on the Company—The increased price transparency resulting from the use of a single currency in the participating countries may affect the ability of certain companies to price their products differently in the various European markets. A possible result of this pricing transparency is price harmonization at lower average prices for products sold in some markets. However, due to the niche markets in which the Company operates, the Company does not anticipate that pricing transparency resulting from the use of a single currency by the participating countries will materially impact its net sales or earnings from operations.

In addition to the economic impact of pricing transparency, conversion to the Euro may reduce the Company's exposure to changes in foreign exchange rates due to the effect of having various assets and liabilities denominated in a single currency as opposed to various legacy currencies. However, because there will be less diversity in the Company's exposure to foreign currencies, movements in the Euro's value in U.S. dollars could have a more pronounced effect, positive or negative, on the Company's results.

Costs of conversion to the Euro—The Company's European subsidiaries located in participating countries have converted to new computer systems in anticipation of Year 2000 and Euro needs. Other costs of conversion to the Euro are not expected to be material.

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Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000 (December 31, 2001 for the Company). SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. For fair-value hedge transactions in which the Company is hedging changes in the fair value of an asset, liability, or firm commitment, changes in the fair value of the derivative instrument will generally be offset in the income statement by changes in the hedged item's fair value. For cash-flow hedge transactions, in which the Company is hedging the variability of cash flows related to a variable-rate asset, liability, or a forecasted transaction, changes in the fair value of the derivative instrument will be reported in other comprehensive income. The gains and losses on the derivative instrument that are reported in other comprehensive income will be reclassified as earnings in the periods in which earnings are impacted by the variability of the cash flows of the hedged item. The ineffective portion of all hedges will be recognized in current period earnings. Management is reviewing the provisions of SFAS No. 133 and does not believe that the Company's financial statements will be materially impacted by the adoption.

Environmental Matters

The Company's U.S. and European manufacturing facilities are subject to a range of federal, state, local and European environmental laws and regulations ("Environmental Laws"), including those relating to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste, and the remediation of contamination associated with the current and historic use of hazardous substances or materials. If a release of hazardous substances or materials occurs on or from the Company's properties or any offsite disposal location used by the Company, or if contamination from prior activities is discovered at any of the Company's properties, the Company may be held liable for the costs of remediation including response costs, natural resource damage and associated transaction costs. While the amount of such liability could be material, the Company devotes resources to ensuring that its operations are conducted in a manner intended to reduce such risks.

Based upon environmental reviews conducted (i) internally on a quarterly basis, (ii) by outside consultants on a periodic basis, and (iii) by outside consultants in connection with the Acquisition, and assuming compliance by Alumax with its indemnification obligations under the Acquisition Agreement, the Company believes that it is currently in compliance with, and not subject to liability under, Environmental Laws except where such noncompliance or liability would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole. Pursuant to the terms of the Acquisition Agreement, Alumax agreed to correct and to bear substantially all costs with respect to certain identified conditions of potential noncompliance and liability under Environmental Laws, none of which costs are currently believed to be material. Alumax's indemnification obligations under the Acquisition Agreement are not subject to an aggregate dollar limitation with respect to specifically identified environmental matters. However, with respect to all other environmental matters, Alumax's obligations are limited to $125.0 million.

Liability with respect to hazardous substance or material releases in the U.S. arises principally under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA") and similar state laws, which impose strict, and under certain circumstances, retroactive, joint and several liability upon statutorily defined classes of potentially responsible parties ("PRPs"). The Company has been identified as a PRP at nine National Priorities List ("NPL") sites under CERCLA, although two of these nine sites may relate to disposal by divisions of Alumax that have never been and are not now part of the Company. Pursuant to the terms of the Acquisition Agreement, Alumax has agreed to indemnify the Company for all of the costs associated with each of these nine NPL sites. In addition,

27

Alumax has agreed to indemnify the Company for all of the costs associated with eleven additional sites listed on state hazardous site cleanup lists, with respect to which the Company has not received any notice of potential responsibility.

The Company is currently engaged in environmental remediation or has reason to believe that remediation may be required at three properties currently operated by the Company.

In prior years, it was noted that the Company had been discharging wastewater potentially containing solvents to the ground at the site of its Montreuil-Bellay, France facility. The Company has successfully resolved its wastewater issues at its Montreuil-Bellay, France facility without the necessity of material remediation expenditures. In addition, the Company has been notified that the roof of the anodizing building at this location may contain small amounts of asbestos. A monitoring program has been established with the French government, and no problems have been detected to date. Based upon the facts known to management, it appears unlikely that material remediation costs would be required in the future. Alumax has agreed to indemnify the Company for costs of required remediation at this site in excess of $500,000 (when aggregated with all other environmental claims).

At the Company's Corby, England facility, the Company continues its remediation efforts of chromium-contaminated groundwater on site, which remediation may continue for a number of years. Monitoring efforts continue and reflect a steady reduction in chrome concentrations. The costs of remediation to date have not been material, and costs associated with the completion of remediation at the site are not expected to be material. Alumax has agreed to indemnify the Company for costs of required remediation at this site in excess of $500,000 (when aggregated with all other environmental claims). In addition, Legionella was found to be present on site in a cooling tower at this location. An independent testing laboratory is testing water samples for the presence of Legionella on a weekly basis, and no further evidence of Legionella has been detected to date. Based upon the investigation, management believes that the reasonable probable outcome of this matter will not materially impact the future consolidated financial position, results of operations, or cash flows of the Company.

At the Company's Pudsey, England facility, the removal of an aboveground waste oil tank shows signs of soil contamination. Although it appears unlikely that remediation costs related to this issue would be material, there can be no assurance that the costs associated with the issue will not be material, because no subsurface investigation has been conducted at the site. Alumax has agreed to indemnify the Company for costs of required remediation at this site in excess of $500,000 (when aggregated with all other environmental claims).

The Company has made and will continue to make capital expenditures to comply with Environmental Laws. Environmental capital expenditures for the year ended December 31, 1999, were not significant. The Company spent approximately $1.0 million and $506.3 thousand in 1998 and 1997, respectively, on environmental capital projects. These expenditures were primarily related to environmental controls associated with coil coating facilities in Helena, Arkansas and Corby, England, and environmental controls associated with a paintline upgrade in Lancaster, Pennsylvania. The Company estimates that its environmental capital expenditures will be approximately $800.0 thousand in 2000. In the year 2000, the Company's Roermond, The Netherlands facility will no longer be allowed to extract ground water for its processes and, as a result, will need to install water recycling and cooling systems. The costs of such water recycling and cooling systems are estimated to be approximately $200.0 thousand.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The following discussion about the Company's risk-management activities includes forward-looking statements that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statement. See the note preceding Part I of Item 1 "Business" for additional information regarding the Private Securities Litigation Reform Act.

The Company is exposed to market risk from changes in interest rates, exchange rates (primarily Dutch Guilders and British Pound Sterling) and commodity prices. At certain times, the Company enters into

28

contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. Historically, the Company has not engaged in extensive hedging activities intended to manage long-term risks relating to movements in market prices of steel and aluminum raw materials. However, the Company has purchased, and expects from time to time to continue to purchase, options to buy aluminum at a fixed price for a portion of its anticipated requirements. In addition, although approximately 33% of the Company's sales originated in Europe and were impacted by exchange rate fluctuations, the Company has not historically utilized derivatives to manage foreign currency exchange risks related to its European operations. However, in connection with the Company's risk-management strategy, the Company has historically entered into currency swaps and interest rate swaps with major banking institutions to manage the impact of foreign currency exchange rate fluctuations and/or interest rate fluctuations with respect to debt payments. The swaps are utilized as risk-management tools and not for trading purposes. Currency swaps involve exchanges of interest payments in differing currencies, but provide for the exchange of principal amounts at maturity. Interest rate swaps involve exchanges of interest payments at differing interest rates and cap the highest rate of interest to be paid on specified notional amounts of debt. The amounts of interest paid or received effectively limit the interest payment exposure of the Company's debt commitments. The fair value of the currency swaps and interest rate swaps are derived from valuation models based upon recognized financial principals and estimates about relevant future market conditions. The amounts exchanged are based upon the notional amounts of the currency swaps and interest rate swaps, as well as on the other terms of the swaps, which relate to interest payments and exchange rates. For detailed information on the terms and fair values of the Company's financial instruments and derivative instruments, see Note 6 to Consolidated Financial Statements.

Interest Rate Risk

This analysis presents the hypothetical loss in fair value and increase in interest expense of those financial instruments and derivative instruments held by the Company at December 31, 1999, which are sensitive to changes in interest rates. All other factors remaining unchanged, a hypothetical 10 percent increase in interest rates would decrease the fair value of the Company's fixed-rate, long-term debt outstanding at December 31, 1999, by approximately $7.0 million, based upon the use of a discounted cash flow model, as compared to a hypothetical decrease in fair value of approximately $7.6 million at December 25, 1998. A hypothetical 10 percent increase in interest rates for one year on the Company's variable rate financial instruments and derivative instruments would increase interest expense by approximately $580.9 thousand in 2000, as compared to a hypothetical increase in interest expense of approximately $569.0 thousand in 1999.

Foreign Currency Exchange Risk

This analysis presents the hypothetical increase in foreign exchange loss and increase in interest expense related to those financial instruments and derivative instruments held by the Company at December 31, 1999, which are sensitive to changes in foreign currency exchange risks. A hypothetical 10 percent decrease in foreign currency exchange rates would increase the Company's foreign exchange loss by approximately $93.4 thousand for those financial instruments and derivative instruments affected by foreign currency exchange fluctuations, as compared to a hypothetical increase in foreign exchange loss of approximately $1.9 million for the year ended December 25, 1998. The decrease in the hypothetical loss for the year ended December 31, 1999, is primarily attributable to the prepayment of the Company's unhedged Tranche B Term Loans under the Dutch Guilder facility (U.S. Dollar denominated debt) during the second quarter of 1999. All other factors remaining unchanged, a hypothetical 10 percent increase in foreign currency exchange rates for one year would increase interest expense by approximately $795.2 thousand in 2000 for those financial instruments and derivative instruments affected by foreign currency exchange fluctuations, as compared to a hypothetical increase in interest expense of approximately $1.4 million calculated in the prior year ended December 25, 1998. The decrease is primarily due to the weakening of the Dutch Guilder and Pound Sterling on the Company's currency swap payments (see Note 6 to the Consolidated Financial Statements).

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Item 8. Financial Statements and Supplementary Data

Report of Independent Accountants

To the Board of Directors and Shareholders,
Euramax International, Inc.

In our opinion, the accompanying consolidated financial statements listed in the index appearing under Item 14 (a) (1) present fairly, in all material respects, the financial position of Euramax International, Inc. and its subsidiaries at December 31, 1999 and December 25, 1998, and the results of their operations and their cash flows for the years ended December 31, 1999 and December 25, 1998 and December 26, 1997 in conformity with generally accepted accounting principles accepted in the United States. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 14 (a) (2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

Atlanta, Georgia
February 22, 2000

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Euramax International, Inc. and Subsidiaries
Consolidated Statements of Earnings

	For the year ended December 31, 1999			For the year ended December 25, 1998			For the year ended December 26, 1997
	Thousands of U.S. Dollars
Net sales	$	596,759		$	616,219		$	557,014
Costs and expenses:
Cost of goods sold		479,730			507,752			454,180
Selling and general		57,986			49,881			49,239
Depreciation and amortization		13,728			12,326			11,663
Earnings from operations		45,315			46,260			41,932
Interest expense, net		(21,806	)		(23,647	)		(23,538	)
Other income (expense), net		(933	)		524			1,107
Earnings before income taxes and extraordinary item		22,576			23,137			19,501
Provision for income taxes		11,017			10,253			7,947
Earnings before extraordinary item		11,559			12,884			11,554
Extraordinary item—loss on debt refinancing, net of income tax benefit of $1,088		—			—			1,758
Net earnings		11,559			12,884			9,796
Dividends on redeemable preference shares		6,381			5,957			5,191
Net earnings available for shareholders	$	5,178		$	6,927		$	4,605

The accompanying notes are an integral part of these consolidated financial statements.

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Euramax International, Inc. and Subsidiaries
Consolidated Balance Sheets

	December 31, 1999			December 25, 1998
	Thousands of U.S. Dollars
ASSETS
Current assets:
Cash and equivalents	$	13,385		$	19,044
Accounts receivable, less allowance for doubtful accounts (1999—$2,934; 1998—$3,609)		80,087			81,845
Inventories		82,499			74,735
Deferred income taxes		2,518			3,641
Other current assets		1,753			944
Total current assets		180,242			180,209
Property, plant and equipment, net		120,409			117,080
Goodwill, net of accumulated amortization (1999—$7,730; 1998—$5,110)		82,587			76,047
Deferred income taxes		6,638			8,588
Other assets		9,783			6,725
	$	399,659		$	388,649
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts	$	2,009		$	1,513
Accounts payable		49,682			51,862
Accrued expenses		23,261			20,692
Accrued interest payable		3,815			4,712
Income taxes payable		4,276			3,478
Deferred income taxes		393			212
Current maturities of long-term debt		6,236			9,182
Total current liabilities		89,672			91,651
Long-term debt, less current maturities		215,043			208,496
Other liabilities		9,187			13,100
Deferred income taxes		20,689			19,398
Total liabilities		334,591			332,645
Commitments and contingencies
Redeemable preference shares:
Preference shares—14% cumulative preferred, no par value; 33,925,000 shares authorized, issued and outstanding, plus cumulative dividends of $12,312 in 1998		—			46,237
Sterling preference shares—14% cumulative preferred, no par value; 50,000 shares at 1 British Pound Sterling, authorized, issued and outstanding, plus cumulative dividends of $27 in 1998		—			102
Total redeemable preference shares		—			46,339
Shareholders' equity:
Ordinary shares—no par value; 911,520 shares authorized, issued and outstanding		—			912
Non-voting shares—no par value; 88,480 shares authorized, issued and outstanding		—			88
Class A common stock—$.01 par value; 55,000,000 shares authorized, 45,567,312 issued and outstanding		456			—
Class B common stock—$.01 par value; 5,000,000 shares authorized, 4,434,680 issued and outstanding		44			—
Additional paid-in capital		53,220			—
Retained earnings		16,525			11,347
Accumulated other comprehensive loss		(5,177	)		(2,682	)
Total shareholders' equity		65,068			9,665
	$	399,659		$	388,649

The accompanying notes are an integral part of these consolidated financial statements.

32

Euramax International, Inc. and Subsidiaries
Consolidated Statements of Changes in Equity

	Comprehensive Income			Common Stock		Additional Paid-in Capital		Ordinary and Non-voting Shares			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Totals
	Thousands of U.S. Dollars
Balance September 25, 1996 (reflects the new basis of shares in connection with the acquisition)	$	—		$	—	$	—	$	1,000		$	—		$	—		$	1,000
Comprehensive income:
Net earnings for three months ended December 27, 1996	$	1,006			—		—		—			1,006			—			1,006
Other comprehensive income, net of tax:
Foreign currency translation adjustment		1,358			—		—		—			—			1,358			1,358
Other comprehensive income		1,358			—		—		—			—			—			—
Comprehensive income	$	2,364			—		—		—			—			—			—
Dividends accrued on redeemable preference shares					—		—		—			(1,191	)		—			(1,191	)
Balance at December 27, 1996					—		—		1,000			(185	)		1,358			2,173
Comprehensive income:
Net earnings for 1997	$	9,796			—		—		—			9,796			—			9,796
Other comprehensive loss, net of tax:
Foreign currency translation adjustment		(2,749	)		—		—		—			—			(2,749	)		(2,749	)
Minimum pension liability		(535	)		—		—		—			—			(535	)		(535	)
Other comprehensive loss		(3,284	)		—		—		—			—			—			—
Comprehensive income	$	6,512			—		—		—			—			—			—
Dividends accrued on redeemable preference shares					—		—		—			(5,191	)		—			(5,191	)
Balance at December 26, 1997					—		—		1,000			4,420			(1,926	)		3,494
Comprehensive income:
Net earnings for 1998	$	12,884			—		—		—			12,884			—			12,884
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		1,655			—		—		—			—			1,655			1,655
Minimum pension liability		(2,411	)		—		—		—			—			(2,411	)		(2,411	)
Other comprehensive loss		(756	)		—		—		—			—			—			—
Comprehensive income	$	12,128			—		—		—			—			—			—
Dividends accrued on redeemable preference shares					—		—		—			(5,957	)		—			(5,957	)
Balance at December 25, 1998					—		—		1,000			11,347			(2,682	)		9,665
Comprehensive income:
Net earnings for 1999	$	11,559			—		—		—			11,559			—			11,559
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(4,480	)		—		—		—			—			(4,480	)		(4,480	)
Minimum pension liability		1,985			—		—		—			—			1,985			1,985
Other comprehensive loss		(2,495	)		—		—		—			—			—			—
Comprehensive income	$	9,064			—		—		—			—			—			—
Dividends accrued on redeemable preference dividends					—		—		—			(6,381	)		—			(6,381	)
Cancel dividends accrued on redeemable preference shares					—		18,720		—			—			—			18,720
Cancel shares of Euramax International Limited					—		—		(1,000	)		—			—			(1,000	)
Issue shares of Euramax International, Inc. pursuant to the Reorganization					500		34,500		—			—			—			35,000
Balance at December 31, 1999				$	500	$	53,220	$	—		$	16,525		$	(5,177	)	$	65,068

The accompanying notes are an integral part of these consolidated financial statements.

33

Euramax International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

	For the year ended December 31, 1999			For the year ended December 25, 1998			For the year ended December 26, 1997
	Thousands of U.S. Dollars
Cash flows from operating activities:
Net earnings	$	11,559		$	12,884		$	9,796
Reconciliation of net earnings to net cash provided by operating activities:
Depreciation and amortization		13,728			12,326			11,663
Provision for doubtful accounts		283			697			1,858
Gain on sales of assets		(146	)		(103	)		(2	)
Deferred income taxes		3,977			3,540			(1,190	)
Extraordinary loss on debt extinguishment		—			—			2,846
Changes in operating assets and liabilities:
Accounts receivable		491			(3,650	)		(5,809	)
Inventories		(6,260	)		13,266			14,097
Other current assets		(534	)		755			148
Accounts payable and other current liabilities		(37	)		5,843			(3,779	)
Income taxes payable		1,395			1,839			4,220
Net change in other noncurrent assets and liabilities		(2,445	)		1,456			(5,071	)
Net cash provided by operating activities		22,011			48,853			28,777
Cash flows from investing activities:
Adjustment of purchase price of Fabricated Products		—			—			3,487
Proceeds from sales of assets		706			618			289
Proceeds from dispositions of businesses		—			—			12,764
Purchases of businesses		(22,161	)		—			(78,473	)
Capital expenditures		(13,358	)		(12,352	)		(7,184	)
Net cash used in investing activities		(34,813	)		(11,734	)		(69,117	)
Cash flows from financing activities:
Changes in cash overdrafts		496			(9,957	)		11,470
Repayment of debt		(77,766	)		(45,938	)		(39,291	)
Proceeds from debt		81,934			19,424			73,333
Proceeds from sales of currency swaps		—			7,580			—
Deferred financing fees		—			—			(1,268	)
Net cash provided by (used in) financing activities		4,664			(28,891	)		44,244
Effect of exchange rate changes on cash		2,479			(2,098	)		(3,506	)
Net (decrease) increase in cash and equivalents		(5,659	)		6,130			398
Cash and equivalents at beginning of period		19,044			12,914			12,516
Cash and equivalents at end of period	$	13,385		$	19,044		$	12,914
Noncash financing and investing activities:
Euramax International Limited cancelled 34,000,000 preference shares, 1,000,000 ordinary shares and accrued preference dividends of $18,720	$	53,720		$	—		$	—
Euramax International, Inc. issued 50,001,992 shares common stock to former Euramax International Limited shareholders	$	500		$	—		$	—
Dividends accrued on redeemable preference shares	$	6,381		$	5,957		$	5,191
Purchase of business financed in part with a note payable to seller	$	—		$	—		$	800
Sale of business financed in part with a note receivable from purchaser	$	—		$	—		$	500
Payable for certain non-compete agreements associated with purchase of business	$	500		$	—		$	—
Supplemental cash flow information:
Income taxes paid, net	$	7,029		$	5,860		$	3,165
Interest paid, net	$	21,601		$	23,206		$	22,306

The accompanying notes are an integral part of these consolidated financial statements.

34

Euramax International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of U. S. Dollars except share data)

1. Basis of Presentation:

Euramax International, Inc. is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products with facilities strategically located in the United Kingdom ("U.K."), The Netherlands, France, and all major regions of the continental United States ("U.S."). Euramax's core products include specialty coated coils, aluminum recreational vehicle ("RV") sidewalls, RV doors, farm and agricultural panels, metal and vinyl raincarrying systems, roofing accessories, soffit and fascia systems, and vinyl replacement windows. The Company's customers include original equipment manufacturers ("OEMs") such as RV, commercial panel manufacturers and transportation industry manufacturers; rural contractors; home centers; manufactured housing producers; distributors; industrial and architectural contractors; and home improvement contractors. The "Company" or "Euramax" refers to Euramax International, Inc. and Subsidiaries, collectively.

The Company was organized by an investor group to acquire, through its wholly owned subsidiaries, certain portions of the fabricated products operations of Alumax Inc. (the "Acquisition"). Alumax Inc. was acquired by Aluminum Company of America in May 1998, and is hereafter referred to as "Alumax." The Acquisition was completed September 25, 1996. In December 1999, the Company completed a reorganization (the "Reorganization") whereby Euramax International, Inc., a Delaware corporation, was positioned as the top holding company. Prior to the Reorganization, the parent company was Euramax International Limited (formerly Euramax International plc), a company organized under the laws of England and Wales.

The Reorganization was accomplished, in part, by means of a "scheme of arrangement" under section 425 of the United Kingdom Companies Act 1985, a U.K. judicial proceeding requiring the consent of the registered holders of the Company's Notes (defined in Note 6), the lenders under the Company's Credit Agreement (defined in Note 6), and the holders of each class of shares of Euramax. As a result of the Reorganization, the new U.S. holding company of the group, Euramax International, Inc., is the reporting company for the consolidated group. In addition, the new U.S. holding company, two new U.K. intermediate holding companies and Amerimax Fabricated Products, Inc., an intermediate U.S. holding company, were added as guarantors on the Company's Notes, and certain covenants in the Company's Notes were amended. The Reorganization did not result in a new basis of accounting.

2. Acquisitions and Divestitures:

On February 5, 1999, the Company's wholly owned subsidiary Amerimax Home Products, Inc. purchased certain assets related to the building materials business of Unimet Manufacturing, Inc. ("Unimet") for approximately $3.3 million, including transaction expenses of approximately $135.4 thousand. Approximately $2.8 million was paid in cash. The remaining purchase price of $500.0 thousand, representing consideration for certain non-compete agreements, is being paid in equal installments over the next five years.

On April 23, 1999, the Company's wholly owned subsidiary Euramax Coated Products Limited purchased all of the issued and outstanding capital stock of Color Clad plc ("Color Clad") for approximately $3.8 million, including transaction expenses of approximately $171.5 thousand.

On June 3, 1999, the Company's wholly owned subsidiary Amerimax Fabricated Products, Inc. purchased all of the issued and outstanding capital stock of Atlanta Metal Products, Inc. ("AMP") for approximately $15.6 million, excluding cash and including estimated adjustments for changes in working capital required by the purchase agreement and approximately $641.0 thousand of transaction expenses.

35

The Color Clad and AMP acquisitions were financed through borrowings under the Revolving Credit Facility (defined in Note 6). Such borrowings were available under the Credit Agreement, which was amended April 6, 1999 (see Note 6). In addition, the purchase prices of the above acquisitions have been allocated to the acquired assets and liabilities based upon their estimated fair market values at the acquisition dates under the purchase method of accounting.

The pro forma operating results of the Company for the year ended December 31, 1999, assuming the above noted companies were acquired on January 1, 1999, would not have been materially different from the results presented in the Consolidated Financial Statements.

On July 17, 1997, the Company's wholly owned subsidiary Amerimax Fabricated Products, Inc., pursuant to a purchase agreement (the "Fabral Purchase Agreement"), acquired all of the issued and outstanding capital stock of Gentek Holdings, Inc. and its subsidiary Gentek Building Products, Inc. (collectively "Gentek" or "Fabral") (the "Fabral Acquisition"). At the Fabral Acquisition date, Gentek was comprised principally of Fabral, a division of Gentek headquartered in Lancaster, Pennsylvania.

Fabral is a manufacturer and distributor of steel and aluminum roofing and wall paneling products specifically for the agricultural, commercial and industrial markets. The following unaudited pro forma data present the results of operations for the year ended December 26, 1997 as though the Fabral Acquisition had been completed on the first day of the fiscal year, and assume that there are no other changes in the operations of the Company. Such pro forma information includes adjustments to interest expense; changes in amortization of goodwill relating to the allocation of the purchase price; and the income tax effect related to these items. The pro forma results are not necessarily indicative of the financial results that might have occurred had the Fabral Acquisition actually taken place on the first day of the fiscal year or of the future results of operations.

	Year ended December 26, 1997
Net sales	$	611,828
Earnings before extraordinary item and income taxes		11,639
Net earnings		9,881

The purchase price, including estimated adjustments for changes in net tangible assets required by the Fabral Purchase Agreement and approximately $2.9 million in acquisition related fees and expenses, was approximately $75.3 million. The purchase price has been allocated to the assets and liabilities of Fabral based upon their estimated fair market value at the acquisition date under the purchase method of accounting. The allocation of the purchase price was, in certain instances, based on preliminary information and has been adjusted to reflect final asset and liability valuations. Such valuations were not materially different than amounts initially recorded.

The Fabral Acquisition was financed through borrowings of approximately $38.0 million under the Revolving Credit Facility and $40.0 million under the Term Loans (defined in Note 6). Such borrowings were available under the Credit Agreement which was amended and restated to increase the Revolving Credit Facility from $85.0 million to $100.0 million and to provide additional Term Loans of $40.0 million (see Note 6).

36

Certain Financial Statements and Exhibits for the Fabral Acquisition can be found in the Company's Current Report on Form 8-K, filed August 1, 1997 and Form 8-K/A, filed September 26, 1997.

On March 28, 1997, the Company's wholly owned subsidiary Amerimax Building Products, Inc. purchased all of the issued and outstanding capital stock of JTJ Laminating, Inc. ("JTJ") for approximately $2.2 million, including transaction expenses of $100.0 thousand, along with the assumption of outstanding indebtedness of $1.3 million. At the closing date, approximately $2.4 million was paid in cash, of which $1.3 million was used to extinguish outstanding indebtedness of JTJ. Of the remaining purchase price of $1.0 million, $200.0 thousand has been paid as of December 31, 1999, and the remaining $800.0 thousand will be paid in equal installments over the next eight years.

On June 2, 1997, the Company sold the assets, along with certain accounts payable, related to its Johnson Door Products, Inc. subsidiary for approximately $9.1 million in cash. On June 27, 1997, the Company sold all of the issued and outstanding capital stock of Amerimax Specialty Products, Inc. for approximately $4.2 million, of which $3.7 million was in cash and $500.0 thousand in a subordinated promissory note which was fully paid in October 1999.

The pro forma effects of the JTJ, Johnson Door Products, Inc. and Amerimax Specialty Products, Inc. transactions were not material to the Company's results of operations.

3. Summary of Significant Accounting Policies:

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company and all its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year

The Company operates on a ⁵²/53 week fiscal year ending on the last Friday in December.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts of certain assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Equivalents

The Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. Certain cash overdrafts of the Company have been netted with positive cash balances held with the same banking institutions.

Inventories

Inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out ("FIFO") method.

37

Property, Plant and Equipment

Property, plant and equipment is recorded at cost. Depreciation and amortization of property, plant and equipment is computed principally on the straight-line method over the estimated useful lives of the assets ranging from 5 to 10 years for equipment and 25 years for buildings. Gains or losses related to the disposition of property, plant and equipment are charged to other income or expense when incurred. Also, when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, management assesses whether there has been a permanent impairment in the value of the asset by comparing the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition to the carrying amount of the asset. If the expected future cash flows are less than the carrying amount of the asset, an impairment loss is recognized.

Goodwill

The Company uses the purchase method to account for acquisitions. Goodwill is amortized on a straight-line basis over 20 to 30 years. The Company periodically reviews the amortization period to determine if events and circumstances warrant revised estimates of the useful lives. The factors considered by management in the assessment include operating results, trends and prospects, as well as the effects of obsolescence, demand, competition and other economic factors. Also, at each balance sheet date, management assesses whether there has been a permanent impairment in the value of goodwill by comparing anticipated undiscounted future cash flows from operating activities with the carrying value of goodwill. If the carrying value of goodwill were to exceed the anticipated undiscounted future cash flows from operating activities, an impairment charge would be recorded equal to the excess of the net carrying value over the fair value of the goodwill.

Financial Instruments and Risk Management

In connection with the Company's risk-management strategy, the Company enters into currency swaps and interest rate swaps for other than trading purposes with major banking institutions to reduce the impact of exchange rate fluctuations and/or interest rate fluctuations related to debt payments. Currency swaps involve exchanges of interest payments in differing currencies, but provide for the exchange of principal amounts at maturity. Interest rate swaps involve exchanges of interest payments at differing interest rates and caps the highest rate of interest to be paid on specified notional amounts of debt. The fair value of the currency swaps and interest rate swaps are derived from valuation models based upon recognized financial principals and estimates about relevant future market conditions (see Note 6). Amounts of interest to be paid or received are included in interest expense on an accrual basis, as they effectively limit the interest payment exposure of the Company's debt commitments. The amounts exchanged are based upon the notional amounts of the currency swaps and interest rate swaps, as well as on the other terms of the swaps, which relate to interest payments and exchange rates. Cash flows from the currency swaps and interest rate swaps are recognized in the statement of cash flows in the same category as that of the hedged item.

The Company would be exposed to credit-related losses in the event of nonperformance by the counterparties that issued the currency swaps and interest rate swaps. The Company does not expect that counterparties to the currency swaps or the interest rate swaps will fail to meet their obligations, given their high credit ratings. The Company generally does not receive collateral on currency swaps or interest rate swaps due to the credit rating of its counterparties, however, the Company provides collateral when required by its counterparties.

38

Deferral (hedge) accounting is applied only if the derivative reduces the risk of the underlying hedged item and is designated at inception as a hedge with respect to the hedged item. Additionally, changes in the fair value of the derivative are expected to be inversely correlated to the changes in the fair value of the hedged item. Derivatives are measured for effectiveness both at inception and on an ongoing basis. If a derivative instrument ceases to meet the criteria for deferral or settlement accounting, any subsequent gains and losses are currently recognized in income. Should a swap be terminated while the underlying debt remains outstanding, the gain or loss is adjusted to the basis of the underlying debt and amortized over its remaining life. The currency swaps and interest rate swaps have been designated as hedges, and are closely monitored to ensure that correlation with the underlying hedged items exists to such a degree that they substantially offset.

The fair value of the Company's long-term debt is estimated based on the current rates offered to the Company for debt of similar terms except for the 11.25% Senior Subordinated Notes, which are measured at the quoted market rate (see Note 6).

The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and equivalents and trade accounts receivable. The fair value of these financial instruments approximates book value at December 31, 1999 and December 25, 1998. The Company places its cash and equivalents with high credit quality institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation insurance limit; however, the Company believes that its credit risk exposure is not significant due to the high credit quality of the institutions. The Company routinely assesses the financial strength of its customers. Also, due to the large number of customers and the widely dispersed geographic areas in which the Company's businesses operate, the Company believes that its trade accounts receivable credit risk exposure is not significant.

Revenue Recognition

The Company recognizes revenue when title passes to the customer. Title to goods typically passes when delivered to the customer by company truck, or when shipped, if by common carrier.

Translation of Foreign Currencies

Assets and liabilities of non-U.S. subsidiaries are translated to U.S. Dollars at the rate of exchange in effect on the balance sheet date; income and expenses are translated to U.S. Dollars at the weighted average rates of exchange prevailing during the year. Foreign currency gains and losses resulting from transactions are included in results of operations. The foreign currency transaction gains (losses) recorded in selling and general expenses were $180.3 thousand for the year ended December 31, 1999, $129.8 thousand for the year ended December 25, 1998, and $(14.5) thousand for the year ended December 26, 1997.

Comprehensive Income

Total comprehensive income and the components of accumulated other comprehensive income are presented in the Consolidated Statements of Changes in Equity. The related tax effects of the components of comprehensive income and the changes in the accumulated comprehensive balances are presented in Note 9.

39

Segment Information

In 1998, the Company adopted SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 supersedes SFAS No. 14, Financial Reporting for Segments of a Business Enterprise, replacing the "industry segment" approach with the "management" approach. The management approach designates the internal reporting structure used by management for making operating decisions and assessing performance as the source of the Company's reportable segments. SFAS No. 131 also requires disclosures about products and services, geographic areas, and major customers. For comparative purposes, prior period disclosures have been restated to reflect adoption of this standard. The adoption of SFAS No. 131 did not effect the Company's consolidated financial position, results of operations or cash flows.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized, as appropriate. The Company's pro rata share of remediation costs that relate to an existing condition caused by past operations are accrued when it is probable that these costs will be incurred and can be reasonably estimated.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000 (December 31, 2001 for the Company). SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. For fair-value hedge transactions in which the Company is hedging changes in the fair value of an asset, liability, or firm commitment, changes in the fair value of the derivative instrument will generally be offset in the income statement by changes in the hedged item's fair value. For cash-flow hedge transactions, in which the Company is hedging the variability of cash flows related to a variable-rate asset, liability, or a forecasted transaction, changes in the fair value of the derivative instrument will be reported in other comprehensive income. The gains and losses on the derivative instrument that are reported in other comprehensive income will be reclassified as earnings in the periods in which earnings are impacted by the variability of the cash flows of the hedged item. The ineffective portion of all hedges will be recognized in current-period earnings. Management is reviewing the provisions of SFAS No. 133 and does not believe that the Company's financial statements will be materially impacted by the adoption.

Reclassifications

Certain reclassifications have been made to prior years' financial statements to conform with the 1999 presentation.

40

4. Inventories:

Inventories were comprised of:

	December 31, 1999		December 25, 1998
Raw materials	$	57,146	$	53,247
Work in process		11,708		10,172
Finished products		13,645		11,316
	$	82,499	$	74,735

5. Property, Plant and Equipment:

Components of property, plant and equipment were as follows:

	December 31, 1999			December 25, 1998
Land and improvements	$	9,294		$	8,983
Buildings		43,577			42,860
Machinery and equipment		93,751			85,071
		146,622			136,914
Less accumulated depreciation		(29,914	)		(20,343	)
		116,708			116,571
Construction in progress		3,701			509
	$	120,409		$	117,080

Depreciation expense was $10.6 million, $9.7 million, and $9.0 million for the years ended December 31, 1999, December 25, 1998, and December 26, 1997, respectively.

6. Long-Term Obligations:

Long-term obligations consisted of the following:

	December 31, 1999			December 25, 1998
Credit Agreement:
Revolving Credit Facility	$	57,600		$	35,186
Term Loans		28,679			47,492
11.25% Senior Subordinated Notes due 2006		135,000			135,000
		221,279			217,678
Less current portion		(6,236	)		(9,182	)
	$	215,043		$	208,496

41

The Company has outstanding borrowings under a credit agreement (the "Credit Agreement") consisting of term loans (the "Term Loans") and a revolving credit facility (the "Revolving Credit Facility"), a portion of which is available for letters of credit and swing loans.

The Term Loans consist of the following facilities:

	December 31, 1999		December 25, 1998
Dutch Guilder	$	—	$	2,621
Pound Sterling		2,531		3,636
U.S. Dollar—Tranche A		5,204		13,208
U.S. Dollar—Tranche B		5,042		10,945
U.S. Dollar—Tranche C		15,902		17,082
	$	28,679	$	47,492

Effective April 6, 1999, the Company amended its Credit Agreement to, among other items, allow for the additional borrowings under the Revolving Credit Facility to finance acquisitions (see Note 2), allow for the prepayment of the Dutch Guilder facility and to permanently waive the 1998 excess cash flow provision described below.

Loans under the Revolving Credit Facility are made, at the election of the Company, in U.S. Dollars, Dutch Guilders and/or Pounds Sterling. All borrowings under the Term Loans and the Revolving Credit Facility are repaid in the currency in which the loan is made.

Outstanding loans under the Tranche A Facility must be repaid by December 31, 2000. Outstanding loans under the Pound Sterling facility must be repaid by June 30, 2001. Outstanding loans under the Revolving Credit Facility must be repaid by June 30, 2002; provided, however, that subject to the consent of the lender under the Revolving Credit Facility, the Company will have the option to extend the final maturity date on the Revolving Credit Facility to June 2004. Outstanding loans under the Tranche C Facility must be repaid by September 30, 2002. Outstanding loans under the Tranche B Facility must be repaid by March 31, 2003.

The terms of the Credit Agreement require an additional payment on the Company's outstanding Term Loans on an annual basis based upon the Company's excess cash flows ("Excess Cash Flow Provision," as defined in the Credit Agreement). Based on the Company's cash flows for the year ended December 31, 1999, the payment required under the Excess Cash Flow Provision is estimated to be approximately $1.0 million. For the year ended December 25, 1998, the payment required under the Excess Cash Flow Provision was $27.5 million, which payment was permanently waived effective April 9, 1999, in accordance with the amendment to the Credit Facility previously discussed. As of December 31, 1999 and December 25, 1998, respectively, neither of the respective payments required under the Excess Cash Flow Provision were included in current maturities of long-term debt based on the Company's intent and ability to finance these payments through the use of its long-term Revolving Credit Facility.

Through December 31, 1999, at the option of the Company, the interest rates applicable to the loans under the Credit Agreement were based upon a Base Rate or a Eurocurrency Rate (both as defined), plus their respective margins. From December 28, 1996 through December 26, 1997, the margins were as follows:

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(a) Base Rate plus 1.75% in the case of the Revolving Credit Facility and all U.S. Dollar denominated Term Loans except the Tranche B Facility, or 2.25% in the case of the Tranche B Facility; or (b) Eurocurrency Rate for one, three or six months, plus 2.75% in the case of the Revolving Credit Facility and all Term Loans except the Tranche B Facility and Tranche C Facility, or 3.25% in the case of the Tranche B Facility and Tranche C Facility. In November, 1997, the Credit Agreement was amended to provide for variable rate margins, determined quarterly, based upon the Company's ratio of EBITDA (earnings before interest, taxes, depreciation and amortization) to total debt. For periods after December 26, 1997, the maximum and minimum base rate margins are 1.75% and 1.00%, respectively. The maximum and minimum Eurocurrency rate margins are 2.75% and 1.25%, respectively. At December 31, 1999, the interest rate payable under the Revolving Credit Facility averaged 7.259%, the interest rate on the Tranche B and Tranche C Facilities averaged 8.157%, and the interest rate on the Tranche A Facility and Pound Sterling Facility averaged 7.565%.

As of December 31, 1999, an undrawn amount of $42.4 million remained under the Revolving Credit Facility and was fully available. During 1999, debt decreased $567.7 thousand due to fluctuations in the foreign exchange rates, as compared to a decrease of $22.7 thousand during 1998.

The Credit Agreement contains certain covenants and restrictions on actions by the Company and its subsidiaries, including certain restrictions on the payment of cash dividends. In addition, the Credit Agreement requires the Company to meet certain financial tests, including minimum fixed charge coverage ratio, minimum interest coverage ratio, maximum leverage ratio, minimum EBITDA requirements and maximum amounts of capital expenditures. As of December 31, 1999, the Company was in compliance with these covenants and restrictions.

On September 25, 1996, the Company issued $135.0 million in 11.25% Senior Subordinated Notes due 2006 pursuant to a private offering. On March 10, 1997, the Company issued new 11.25% Senior Subordinated Notes due 2006 pursuant to an exchange offer whereby holders of the original notes received new notes which have been registered under the Securities Act of 1933, as amended, but are otherwise identical to the original notes. The original notes and the new notes are herein referred to as "the Notes." The Notes mature on October 1, 2003 and bear interest at the rate of 11.25% per annum, payable semiannually in arrears on April 1 and October 1 of each year. The Notes may be redeemed at the option of the Company, in whole or in part, at any time on or after October 1, 2001, under the conditions as specified in the note indenture dated as of September 25, 1996, under which the Notes were issued, plus accrued and unpaid interest to the redemption date, at the following redemption prices:

Year	Percentage
2001	105.625	%
2002	103.750	%
2003	101.875	%
2004	100.000	%

In the event of certain changes affecting withholding taxes applicable to certain payments on the Notes, the Notes may be redeemed at any time in whole, and not in part, at the option of the Company, at 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

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Upon a change of control, each holder of the Notes may require the Company to repurchase such holder's Notes in whole or in part at the purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the purchase date. However, the Credit Agreement will prohibit the purchase of outstanding Notes prior to repayment of the borrowings under the Credit Agreement.

The Notes are unsecured obligations subordinated to all existing and future unsubordinated borrowings of the Company, including all of the obligations under the Credit Agreement, and will be effectively subordinated to all obligations of any subsidiaries of the Company.

Future maturities of long-term obligations as of December 31, 1999 are as follows:

2000	$	6,236
2001		5,400
2002		12,573
2003		4,472
2004		57,598
Thereafter		135,000
	$	221,279

The Notes are guaranteed on a senior subordinated basis by Euramax International, Inc., Amerimax Fabricated Products, Inc., and two new U.K. holding companies, Euramax International Holdings Limited and Euramax Continental Limited. The borrowings under the Credit Agreement are guaranteed by the Company and all of its subsidiaries, other than its French subsidiaries. Substantially all assets of the Company are pledged as collateral against the borrowings under the Credit Agreement.

To facilitate the payment of interest and repayment of the notes issued by the Dutch and U.K. holding companies, on December 27, 1996, the Company entered into two currency swap agreements ("Dutch Guilder swap" and "Pound Sterling swap") with a major banking institution. The agreements provide for exchanges of interest payments in Dutch Guilders and Pounds Sterling for U.S. Dollars on April 1, and October 1 of each year, and provide for exchanges of principal amounts at maturity on October 1, 2003. In a series of transactions completed on August 7, 1998, the Company sold its interest in the Dutch Guilder swap whereby the Company was to receive $50.0 million in exchange for 85.1 million Dutch Guilders on October 1, 2003. Proceeds from the sale approximated $7.6 million and were used to reduce long-term indebtedness. The net gain on the sale was not material. Concurrent with the sale, the Company entered into a new currency swap requiring the Company to exchange 75.0 million Dutch Guilders for $37.5 million at maturity on October 1, 2003. Under the new agreement, the Company pays the counterparty a fixed rate of interest of 9.865% on the notional Dutch Guilders value in exchange for receiving interest of 11.25% on the notional U.S. dollar value. The Pound Sterling swap requires the Company to exchange 16.0 million Pounds Sterling for $25.0 million at maturity on October 1, 2003. The Company pays the counterparty a fixed rate of interest of 12.72% on the notional Pounds Sterling value in exchange for receiving interest of 11.25% on the notional U.S. dollar value. At December 31, 1999, the aggregate fair value of the currency swap agreements was $720.0 thousand. Substantially all assets of the Company are pledged as collateral against the currency swaps.

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On June 2, 1998, the Company entered into an interest rate swap agreement to reduce the volatility associated with U.S. LIBOR interest rate fluctuations. The agreement provides for the Company to swap floating U.S. LIBOR interest rates, on a notional amount of $75.0 million of U.S. Dollar indebtedness, for a floating rate tied to a historically less volatile index. The agreement, expiring June 2, 2003, also caps the highest rate of interest to be paid on the first $75.0 million of LIBOR based borrowings by the Company at 9.5%. The net cash amounts paid or received on the swap are accrued and recognized as an adjustment to interest expense. At December 31, 1999, the Company was a floating rate payor of 5.2831% and received a floating rate of 6.115% on the notional amount of $75.0 million. At December 31, 1999, the fair value of the interest rate swap agreement was $(1.2) million.

The fair value of the Company's long-term debt is estimated based on the current rates offered to the Company for debt of similar terms and maturities except for the Notes which are measured at the quoted market rate. The fair value of the Notes was $136.4 million at December 31, 1999. All other long-term debt approximates the carrying value at December 31, 1999.

7. Capital Structure:

Common Stock

In connection with the Reorganization described in Note 1, the Company authorized the issuance of 60,000,000 shares of stock consisting of: (i) 55,000,000 shares of Class A voting common stock, par value one cent ($0.01) per share; and (ii) 5,000,000 shares of Class B restricted voting common stock, par value one cent ($0.01) per share. Of the total authorized shares of stock, the Company issued 45,567,312 shares of Class A voting common stock and 4,434,680 shares of Class B restricted voting common stock, for a total of 50,001,992 shares of common stock. As of December 31, 1999, the Company had issued and outstanding 50,001,992 shares of common stock with a par value of one cent ($0.01) per share. Except with respect to voting rights, all shares of Class A and Class B common stock are identical in all respects and entitle the holders thereof to the same rights, preferences and privileges, and are subject to the same qualifications, limitations and restrictions, all as described in the Company's Certificate of Incorporation. The Credit Agreement contains certain restrictions on the payment of cash dividends.

The holders of Class A common stock are entitled to one vote per share on all matters voted on by the Company's stockholders, and the holders of Class B common stock are generally entitled to one vote per ten (10) shares held on any matters to be voted on the by the Company's stockholders, with exceptions as noted in the Company's Certificate of Incorporation. In addition, each share of Class B common stock may be converted at any time into one share of Class A common stock at the option of the holder.

Preference and Ordinary Shares

In connection with the Acquisition described in Note 1, the Company issued the equivalent of 34,000,000 shares of redeemable preference shares as follows: 33,925,000 preference shares with a stated value of $1 per share, and 50,000 sterling preference shares with a stated value of 1 British Pound Sterling per share. In addition, the Company issued 1,000,000 ordinary shares as follows: 911,520 ordinary shares with a stated value of $1 per share and 88,480 non-voting ordinary shares with a stated value of $1 per share. In connection with the Reorganization described in Note 1, all ordinary and preference shares, including accrued but unpaid dividends, were cancelled.

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8. Income Taxes:

The provisions for income taxes are comprised of the following:

	Year ended December 31, 1999			Year ended December 25, 1998		Year ended December 26, 1997
Current:
U.S. Federal	$	2,497		$	1,336	$	—
Non-U.S.		3,973			5,127		4,683
State		570			250		—
		7,040			6,713		4,683
Deferred:
U.S. Federal		3,738			2,706		2,520
Non-U.S.		414			327		443
State		(175	)		507		301
		3,977			3,540		3,264
	$	11,017		$	10,253	$	7,947

The results for the year ended December 26, 1997, included an extraordinary loss of $1.8 million, net of tax benefit of $1.1 million, for the write-off of deferred financing costs in connection with the amendment and restatement of the Company's Credit Agreement to, among other items, provide available borrowings for the Fabral Acquisition.

The U.S. and non-U.S. components of earnings before income taxes and extraordinary item are as follows:

	Year ended December 31, 1999		Year ended December 25, 1998		Year ended December 26, 1997
U.S.	$	14,407	$	10,542	$	5,316
Non-U.S.		8,169		12,595		14,185
	$	22,576	$	23,137	$	19,501

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Reconciliation of the differences between income taxes computed at the U.S. Federal statutory tax rate and the Company's income tax provision follows:

	Year ended December 31, 1999		Year ended December 25, 1998		Year ended December 26, 1997
Tax at U.S. Federal statutory rate	$	7,989	$	8,098	$	6,826
State income taxes, net of U.S. Federal income tax Benefit		659		439		302
Non-U.S. taxes, net		199		81		117
Reorganization costs		893		—		—
Other permanent differences (primarily goodwill amortization)		1,173		1,063		1,028
Other, net		104		572		(326	)
	$	11,017	$	10,253	$	7,947

At December 31, 1999 and December 25, 1998, the combined tax-effected temporary differences are as follows:

	Asset (Liability)
	December 31, 1999			December 25, 1998
Accrued expenses	$	1,037		$	2,234
Allowance for doubtful accounts		164			699
Book versus tax basis of inventory		924			496
Other		—			—
Current, net		2,125			3,429
Book versus tax basis of depreciable assets		(17,721	)		(19,500	)
Net operating losses		6,149			8,803
Accrued pension liability		209			1,600
Other		(2,688	)		(1,713	)
Noncurrent, net		(14,051	)		(10,810	)
Total, net	$	(11,926	)	$	(7,381	)

The earnings of non-U.S. subsidiaries are considered to be permanently invested. Any tax amounts owed as a result of the recovery of taxable temporary differences attributable to such investments would not be material. In addition, Fabral has U.S. operating tax loss carryforwards of approximately $20.3 million which are available to offset future taxable income and taxes. The tax carryforward benefits begin to expire in 2010. Internal Revenue Service code section 382 imposes an annual limitation of approximately $4.0 million for the Fabral net operating loss. The Company believes that this limitation will not affect its ability to utilize the net operating losses prior to expiration.

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9. Comprehensive Income:

Accumulated other comprehensive income (loss) balances were as follows:

	Foreign Currency Translation Adjustment			Minimum Pension Liability			Accumulated Other Comprehensive Loss
Beginning balance, December 25, 1998	$	264		$	(2,946	)	$	(2,682	)
Current period change		(4,480	)		1,985			(2,495	)
Ending balance, December 31, 1999	$	(4,216	)	$	(961	)	$	(5,177	)

There were no tax effects related to the foreign currency translation adjustment component of other comprehensive loss for any year presented because the earnings of the subsidiaries are considered to be permanently invested (see Note 8). The tax effects related to the minimum pension liability component of other comprehensive income (loss) were $209.4 thousand for the year ended December 31, 1999, $1.6 million for the year ended December 25, 1998, and were not significant for the year ended December 26, 1997.

10. Employee Retirement Plans:

During 1998, the Company adopted SFAS No. 132, Employers' Disclosures about Pensions and Other Post Retirement Benefits. The adoption of SFAS No. 132 did not effect the Company's consolidated financial position, results of operations or cash flows.

U.S. Plans:

Defined Benefit:

The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees.

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The following table sets forth the reconciliations of the projected benefit obligation and plan assets, the funded status of the plan and the amounts recognized in the Company's consolidated balance sheets:

	Year ended December 31, 1999			Year ended December 25, 1998
Change in benefit obligation
Projected benefit obligation at beginning of year	$	1,077		$	481
Service cost		375			295
Interest cost		90			46
Plan amendments		56			149
Actuarial loss		(72	)		133
Benefits paid		(125	)		(27	)
Projected benefit obligation at end of year	$	1,401		$	1,077
Accumulated benefit obligation	$	1,401		$	1,077
Change in plan assets
Fair value of plan assets at beginning of year	$	325		$	64
Actual return on plan assets		71			8
Employer contributions		681			280
Benefits paid		(72	)		(27	)
Fair value of plan assets at end of year	$	1,005		$	325
Funded status	$	(396	)	$	(752	)
Unrecognized actuarial loss		91			262
Unrecognized prior service cost		237			200
Net amount recognized	$	(68	)	$	(290	)
Amounts recognized in the consolidated balance sheets
Accrued pension liability	$	(396	)	$	(752	)
Intangible asset		237			200
Accumulated other comprehensive loss		91			262
Net amount recognized	$	(68	)	$	(290	)

Weighted average assumptions used in the accounting for the plan include:

	December 31, 1999		December 25, 1998		December 26, 1997
Weighted-average assumptions
Discount rate	7.75	%	6.50	%	7.00	%
Rate of compensation increases	n/a		n/a		n/a
Expected long-term rate of return on plan assets	8.00	%	8.00	%	8.00	%

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Net periodic pension costs for the plan include the following components:

	Year ended December 31, 1999			Year ended December 25, 1998			Year ended December 26, 1997
Components of net periodic pension cost
Service cost	$	375		$	295		$	251
Interest cost		90			46			22
Expected return on assets		(51	)		(14	)		(14	)
Amortization of prior service cost		18			15			5
Recognized net actuarial loss		25			5			1
Net periodic pension cost		457			347			265
Settlements, curtailments, and termination benefits
Settlement loss		—			—			63
Curtailment loss		—			—			21
Pension expense for the fiscal year	$	457		$	347		$	349

Defined Contribution:

The Company maintains two defined contribution retirement and savings plans, which also allow the employees to contribute a percentage of their pretax and/or after-tax income in accordance with specified guidelines. The Company matches a certain percentage of employee pre-tax contributions up to certain limits. Further, the plans provide for discretionary contributions by the Company based on years of service and age. The Company's expense for the years ended December 31, 1999, December 25, 1998, and December 26, 1997, was approximately $1.4 million, $1.2 million, and $1.1 million, respectively.

International Plans:

In addition to the above, the employees of Euramax Coated Products Limited and Ellbee Limited participate in a single employer pension plan (the "U.K. Plan").

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The following table sets forth the reconciliations of the projected benefit obligations and plan assets, the funded status of the U.K. Plan and amounts recognized in the Company's consolidated balance sheets:

	Year ended December 31, 1999			Year ended December 25, 1998
Change in benefit obligation
Projected benefit obligation at beginning of year	$	16,910		$	12,354
Service cost		882			754
Interest cost		967			873
Employee contributions		259			280
Actuarial loss		(1,310	)		3,039
Benefits paid		(640	)		(384	)
Special termination benefits		23			—
Currency translation adjustment		(577	)		(6	)
Projected benefit obligation at end of year	$	16,514		$	16,910
Accumulated benefit obligation at end of year	$	16,514		$	16,910
Change in plan assets
Fair value of plan assets at beginning of year	$	11,836		$	10,462
Actual return on plan assets		2,419			1,001
Employer contributions		833			563
Employee contributions		259			280
Benefits paid		(640	)		(384	)
Administrative expenses		(57	)		(58	)
Currency translation adjustment		(410	)		(28	)
Fair value of plan assets at end of year	$	14,240		$	11,836
Funded status	$	(2,274	)	$	(5,074	)
Unrecognized net loss, net of tax benefit		789			2,684
Net amount recognized	$	(1,485	)	$	(2,390	)
Amounts recognized in the consolidated balance sheets
Accrued pension liability	$	(2,274	)	$	(5,074	)
Accumulated other comprehensive loss		789			2,684
Net amount recognized	$	(1,485	)	$	(2,390	)

Weighted average assumptions used in the accounting for the U.K. plan include:

Weighted average assumptions	December 31, 1999		December 25, 1998		December 26, 1997
Discount rate	6.25	%	6.00	%	7.25	%
Rate of compensation increases	3.75	%	3.50	%	4.75	%
Expected long-term rate of return on plan assets	7.50	%	8.75	%	9.75	%

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Net periodic pension cost for the U.K. Plan includes the following components:

	Year ended December 31, 1999			Year ended December 25, 1998			Year ended December 26, 1997
Components of net periodic pension cost
Service cost	$	882		$	754		$	671
Interest cost		967			873			794
Expected return on assets		(856	)		(915	)		(889	)
Amortization of prior service cost		—			—			—
Recognized net gain		210			(1	)		—
Net periodic pension cost	$	1,203		$	711		$	576

Supplemental Executive Retirement Plan:

In addition to the above retirement plans, in 1996, the Company adopted a non-qualified and unfunded supplemental executive retirement plan (the "SERP"). The SERP was designed to supplement benefits payable under other plans of the Company to eligible executives.

The following table sets forth the reconciliations of the projected benefit obligations, the funded status and the amounts recognized in the Company's consolidated balance sheets:

	Year ended December 31, 1999			Year ended December 25, 1998
Change in benefit obligation
Projected benefit obligation at beginning of year	$	838		$	752
Service cost		6			—
Interest cost		68			53
Plan amendments		142			—
Actuarial (gain) loss		(7	)		33
Projected benefit obligation at end of year	$	1,047		$	838
Funded status	$	(1,047	)	$	(838	)
Unrecognized prior service cost		309			206
Unrecognized net loss		80			93
Net amount recognized	$	(658	)	$	(539	)
Amounts recognized in the consolidated balance sheets
Accrued pension liability	$	(1,047	)	$	(539	)
Intangible asset		309			—
Accumulated other comprehensive income		80			—
Net amount recognized	$	(658	)	$	(539	)

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Weighted average assumptions used in the accounting for the SERP include:

	December 31, 1999		December 25, 1998		December 26, 1997
Weighted-average assumptions
Discount rate	7.75	%	6.50	%	7.00	%
Rate of compensation increases	n/a		n/a		n/a
Expected long-term rate of return on plan assets	n/a		n/a		n/a

Net periodic pension cost for the SERP includes the following components:

	Year ended December 31, 1999		Year ended December 25, 1998		Year ended December 26, 1997
Components of net periodic pension cost
Service cost	$	6	$	—	$	—
Interest cost		68		53		44
Amortization and deferral of actuarial loss		6		—		—
Amortization of prior service cost		39		25		9
Net periodic pension cost	$	119	$	78	$	53

11. Incentive Plans:

Incentive Compensation Plan

The Company has an incentive compensation plan that covers key employees. The costs of the plan are computed in accordance with a formula that incorporates EBITDA (defined in Note 6) and return on average net assets. Costs of the plan for the years ended December 31, 1999, December 25, 1998, and December 26, 1997, were approximately $2.6 million, $2.2 million, and $2.4 million, respectively.

Long-Term Incentive Plan

In 1998, the Company established the Euramax International 1999 Phantom Stock Plan (the "Plan") which was effective January 1, 1999. The purpose of the Plan is to link the interests of the participants to those of the Company's shareholders through compensation that is tied to the increase in the equity value of the Company over the long term. Participation in the Plan is limited to key executives and certain other management employees as approved, from time to time, by a Committee selected by the President.

The Plan provides for one-time awards of phantom shares to selected participants. A phantom share is a unit equal to 4% of the equity value of the Company, as defined by the Plan, divided by 40,000 (the maximum number of phantom shares that may be awarded to participants under the Plan). A phantom share entitles the participant to receive compensation equal to the fair market value of a phantom share when fully vested, minus the beginning value of a phantom share at the date of grant, all as defined by the Plan. On January 1, 1999, 36,000 of the phantom shares were granted. Compensation expense accrues in the period from the date of grant to the date fully vested, adjusted for changes in the value of the phantom shares. No compensation expense was recorded during fiscal years 1999 or 1998 in connection with the

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Plan. The awards become fully vested on the earlier of a change in control; a listing; the death, disability or retirement of the participant; or December 31, 2003. Compensation will be paid out in four equal payments during the first quarter of 2004 through 2007, unless there is a change in control; a listing; or the death, disability or retirement of the participant; in which case the compensation will be paid out sooner.

12. Commitments and Contingencies:

Minimum commitments under long-term noncancelable operating leases, principally for operating and office facilities, totaled $19.4 million at December 31, 1999 were as follows:

2000	$	5,066
2001		3,898
2002		3,364
2003		2,296
2004		1,401
Thereafter		3,330
	$	19,355

Rent expense amounted to $6.4 million, $6.3 million and $4.7 million for the years ended December 31, 1999, December 25, 1998 and December 26, 1997, respectively.

Raw Materials

The principal raw materials required by the Company's manufacturing operations are aluminum coils and extrusions and steel coils, all of which are purchased at competitive prevailing market prices. Management believes adequate sources of supply exist for the Company's raw material requirements.

Insurance

The Company maintains insurance coverage for various aspects of its business and operations, including general liability, workers' compensation and employee health benefits. The Company has elected, however, to retain a portion of losses that occur through the use of various deductibles, limits and retentions under certain of its insurance programs. This situation may subject the Company to some future liability for which it is only partially insured. The Company intends to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of its contracts.

Employment Agreements

The Company has employment agreements with certain of its executive officers. Such agreements provide for minimum salary levels as well as incentive bonuses that are payable if specified operating goals are attained. In addition, the agreements provide for severance benefits, as well as disability and death benefits.

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Litigation

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business. Although occasional adverse decisions or settlements may occur, it is the opinion of the Company's management, based upon information available at this time, that the expected outcome of these matters, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole.

Environmental Matters

The Company's operations are subject to federal, state, local and European environmental laws and regulations concerning the management of pollution and hazardous substances.

The Company has been named as a defendant in lawsuits or as a potentially responsible party in state and Federal administrative and judicial proceedings seeking contribution for costs associated with the investigation, analysis, correction and remediation of environmental conditions at various hazardous waste disposal sites. The Company continues to monitor these actions and proceedings and to vigorously defend both its own interests as well as the interests of its affiliates. The Company's ultimate liability in connection with present and future environmental claims will depend on many factors, including its volumetric share of the waste at a given site, the remedial action required, the total cost of remediation, and the financial viability and participation of the other entities that also sent waste to the site. Once it becomes probable that the Company will incur costs in connection with remediation of a site and such costs can be reasonably estimated, the Company establishes or adjusts its reserve for its projected share of these costs. Based upon current law and information known to the Company concerning the size of the sites known to it, anticipated costs, their years of operations and the number of other potentially responsible parties, Management believes that it has adequate reserves for the Company's potential share of the estimated aggregate liability for the costs of remedial actions and related costs and expenses. In addition, the Company establishes reserves for remedial measures required from time to time at its own facilities. Management believes that the reasonably probable outcomes of these matters will not materially exceed established reserves and will not have a material impact on the future financial position, net earnings or cash flows of the Company. The Company's reserves, expenditures and expenses for all environmental exposures were not significant for any of the dates or periods presented.

In connection with the Acquisition referred to in Note 1, the Company was indemnified by Alumax for substantially all of its costs, if any, related to environmental matters for occurrences arising prior to the closing date of the Acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of certain specified existing National Priorities List ("NPL") sites for which the Company had been named a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Information System ("CERCLA") as of the closing date of the Acquisition, as well as certain potential costs for sites listed on state hazardous cleanup lists. With respect to all other environmental matters, Alumax's obligations are limited to $125.0 million. However, notwithstanding the indemnity, the Company does not believe that it has any significant probable liability for environmental claims. Further,

55

the Company believes it to be unlikely that the Company would be required to bear environmental costs in excess of its pro rata share of such costs as a potentially responsible party under CERCLA.

13. Segment Information:

In 1998, the Company adopted SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. Prior years' operations and geographic data have been restated to reflect adoption of this standard. The Company's reportable segments have been aggregated according to manufacturing process and are as follows:

European roll coating—The European roll coating facilities primarily apply a variety of liquid (primarily paint) coatings to bare aluminum or steel coil, providing a baked-on finish. The facilities also fabricate panels for the recreational vehicle industry.

U.S. fabrication—The U.S. fabrication facilities primarily process coated coil through slitting operations which cut the coils into more narrow widths. The cut coils then undergo a variety of downstream production processes which further fabricate the aluminum and steel sheet to form the desired product. The predominant fabricating activity is rollforming, which begins with steel or aluminum and results in the production of gutters, roofing, siding, soffit, fascia, trim, and other products. In addition, the facilities laminate fiberglass and aluminum products by adhering fiberglass sheet to wood or other solid substrates and fabricate windows from vinyl extrusions and glass. Three of the U.S. facilities also have roll coating facilities for internal processing. The facilities utilize distribution facilities located strategically throughout the U.S.

European fabrication—The predominant fabricating activity begins with aluminum extrusions and glass which are welded and glazed and that result in the production of windows, doors, shower enclosures, sunroofs and other products.

The accounting policies of the segments are the same as those described in Note 3, "Summary of Significant Accounting Policies." Segment data includes intersegment revenues. The Company evaluates the performance of its segments and allocates resources to them based primarily on EBITDA.

The Company is organized primarily on the basis of seven operating subsidiaries. Two of the subsidiaries have been aggregated into the "European roll coating" segment, the three U.S. subsidiaries have been

56

aggregated into the "U.S. fabrication" segment, and two of the European subsidiaries have been aggregated into the "European fabrication" segment. The table below presents information about reported segments for the fiscal years ended December 31, 1999, December 25, 1998, and December 26, 1997:

	European Roll Coating		U.S. Fabrication		European Fabrication		Total
Year ended December 31, 1999
Sales	$	140,075	$	397,437	$	62,022	$	599,534
EBITDA		20,185		35,294		8,042		63,521
Year ended December 25, 1998
Sales	$	163,000	$	398,115	$	64,780	$	625,895
EBITDA		23,116		33,138		7,882		64,136
Year ended December 26, 1997
Sales	$	152,159	$	337,124	$	62,404	$	551,687
EBITDA		22,466		27,941		8,212		58,619

A reconciliation of total segment sales to total consolidated sales and of total segment EBITDA to total consolidated earnings before income taxes and extraordinary item, for the years ended December 31, 1999, December 25, 1998 and December 26, 1997.

	Year ended December 31, 1999			Year ended December 25, 1998			Year ended December 26, 1997
Sales
Total segment sales	$	599,534		$	625,895		$	551,687
Plus: Sales of subsidiaries disposed of in 1997		—			—			17,338
Eliminations		(2,775	)		(9,676	)		(12,011	)
Consolidated net sales	$	596,759		$	616,219		$	557,014
EBITDA
Total EBITDA for reportable segments	$	63,521		$	64,136		$	58,619
Plus: EBITDA of subsidiaries disposed in 1997		—			—			2,046
Expenses that are not segment specific		(5,411	)		(5,026	)		(5,963	)
Depreciation and amortization		(13,728	)		(12,326	)		(11,663	)
Interest		(21,806	)		(23,647	)		(23,538	)
Consolidated earnings before income taxes and extraordinary item	$	22,576		$	23,137		$	19,501

Segment assets are not included in the above table because asset information is not reported by segment in the information reviewed by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance.

57

The following table reflects revenues from external customers by groups of similar products for the years ended December 31, 1999, December 25, 1998, and December 26, 1997:

Customers/Markets	Primary Products	Year ended December 31, 1999		Year ended December 25, 1998		Year ended December 26, 1997
OEMs	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; RV doors, windows and roofing; and composite building panels	$	262,733	$	280,996	$	276,279
Rural Contractors	Steel and aluminum roofing and siding		121,612		125,709		64,614
Home Centers	Raincarrying systems, roofing accessories, windows, doors, and shower enclosures		87,452		88,736		85,780
Manufactured Housing	Steel siding and trim components		49,566		56,076		55,144
Distributors	Metal coils, raincarrying systems and roofing accessories		28,842		23,416		38,434
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories		20,480		20,951		12,254
Home Improvement Contractors	Vinyl replacement windows; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings		26,074		20,335		24,509
		$	596,759	$	616,219	$	557,014

58

The following table reflects sales and long-lived asset information by geographic area as of and for the years ended December 31, 1999, December 25, 1998, and December 26, 1997:

	Sales
	Year ended December 31, 1999		Year ended December 25, 1998		Year ended December 26, 1997
United States	$	397,437	$	398,116	$	354,451
The Netherlands		78,117		92,654		80,625
United Kingdom		93,632		94,636		92,251
Other non-U.S.		27,573		30,813		29,687
	$	596,759	$	616,219	$	557,014

	Long-Lived Assets
	December 31, 1999		December 25, 1998
United States	$	113,789	$	98,455
The Netherlands		52,654		57,801
United Kingdom		45,193		42,368
Other non-U.S.		1,143		1,228
	$	212,779	$	199,852

Non-U.S. revenue is based on the country in which the legal subsidiary is domiciled. No single customer represented greater than ten percent of the Company's revenues for any period presented.

14. Subsequent Event:

On March 10, 2000, the Company signed a definitive agreement to purchase substantially all of the assets and assume certain liabilities of a U.S. fabrication business. Completion of the acquisition is subject to certain due diligence and other conditions, at the unilateral option of the Company, and the final purchase price will be determined pursuant to the terms of the purchase agreement. Closing on this transaction is anticipated to occur in April, 2000.

59

15. Supplemental Consolidated Financial Statements:

As described in Note 1, on September 25, 1996, Euramax purchased the Company from Alumax. As further described in Note 6, the Acquisition was financed, in part, through the Notes. Euramax International Limited, Euramax European Holdings Limited and Euramax European Holdings B.V. are co-obligors under the Notes (the "Co-Obligors"). As discussed in Note 1, Euramax International, Inc., the new U.S. parent of the group, has provided a full and unconditional guarantee of the Notes ("Parent Guarantor"). In addition, Amerimax Holdings, Inc., Amerimax Fabricated Products, Inc., Euramax International Holdings Limited and Euramax Continental Limited, holding company subsidiaries of Euramax, have provided full and unconditional guarantees of the Notes (collectively, the "Guarantor Subsidiaries"). The following supplemental condensed combining financial statements as of December 31, 1999 and December 25, 1998, and for the years ended December 31, 1999, December 25, 1998 and December 26, 1997 reflect the financial position, results of operations, and cash flows of each of the Parent Guarantor, the Co-Obligors, and such combined information of the Guarantor Subsidiaries and the non-guarantor subsidiaries, principally the operating subsidiaries, (collectively, the "Non-Guarantor Subsidiaries"). The Co-Obligors and Guarantors are wholly-owned subsidiaries of Euramax and are each jointly, severally, fully, and unconditionally liable under the Notes. Separate complete financial statements of each Co-Obligor and Guarantor are not presented because management has determined that they are not material to investors.

	Year ended December 31, 1999
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—		$	—		$	—		$	—		$	—		$	596,759		$	—		$	596,759
Costs and Expenses:
Cost of goods sold		—			—			—			—			—			479,730			—			479,730
Selling and general		102			4,387			—			1			(471	)		53,967			—			57,986
Depreciation and amortization		—			—			—			—			106			13,622			—			13,728
Earnings (loss) from operations		(102	)		(4,387	)		—			(1	)		365			49,440			—			45,315
Equity in earnings of subsidiaries		—			14,892			915			10,908			7,974			—			(34,689	)		—
Interest expense, net		—			(4	)		(132	)		(355	)		(178	)		(21,137	)					(21,806	)
Other income (expense), net		—			(12	)		(951	)		(5,481	)		(27	)		5,538						(933	)
Earnings (loss) before income taxes		(102	)		10,489			(168	)		5,071			8,134			33,841			(34,689	)		22,576
Provision (benefit) for income taxes		160			(1,332	)		(319	)		(2,016	)		788			13,736						11,017
Net earnings (loss)		(262	)		11,821			151			7,087			7,346			20,105			(34,689	)		11,559
Dividends on redeemable preference shares		—			6,381			—			—			—			—			—			6,381
Net earnings (loss) available for shareholders	$	(262	)	$	5,440		$	151		$	7,087		$	7,346		$	20,105		$	(34,689	)	$	5,178

60

	Year ended December 25, 1998
	Euramax International, Inc. (Parent Guarantor)		Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—	$	—		$	—		$	—		$	—		$	616,219		$	—		$	616,219
Costs and Expenses:
Cost of goods sold		—					—			—			—			507,752			—			507,752
Selling and general		—		2,764			—			—			33			47,084			—			49,881
Depreciation and amortization		—		—			—			—			71			12,255			—			12,326
Earnings (loss) from operations		—		(2,764	)		—			—			(104	)		49,128			—			46,260
Equity in earnings of subsidiaries		—		14,778			2,797			5,567			6,756			—			(29,898	)		—
Interest expense, net		—		—			(778	)		(489	)		(1,499	)		(20,881	)		—			(23,647	)
Other income (expense), net		—		—			(39	)		2,050			1			(1,488	)		—			524
Earnings before income taxes		—		12,014			1,980			7,128			5,154			26,759			(29,898	)		23,137
Provision (benefit) for income taxes		—		(870	)		(260	)		621			(589	)		11,351			—			10,253
Net earnings		—		12,884			2,240			6,507			5,743			15,408			(29,898	)		12,884
Dividends on redeemable preference shares		—		5,957			—			—			—			—			—			5,957
Net earnings available for shareholders	$	—	$	6,927		$	2,240		$	6,507		$	5,743		$	15,408		$	(29,898	)	$	6,927

61

	Year ended December 26, 1997
	Euramax International, Inc. (Parent Guarantor)		Euramax International Limited (Co-Obligor)		Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—	$	—	$	—		$	—		$	—		$	557,014		$	—		$	557,014
Costs and Expenses:
Cost of goods sold		—		—		—			—			(200	)		454,380			—			454,180
Selling and general		—		—		—			—			2,228			47,011			—			49,239
Depreciation and amortization		—		—		—			—			22			11,641			—			11,663
Earnings (loss) from operations		—		—		—			—			(2,050	)		43,982			—			41,932
Equity in earnings (loss) of subsidiaries		—		9,796		(959	)		7,974			9,233			—			(26,044	)		—
Interest income (expense), net		—		—		52			1,366			(6,718	)		(18,238	)		—			(23,538	)
Other income (expense), net		—		—		1,951			(5,020	)		—			4,176			—			1,107
Earnings (loss) before income taxes and extraordinary item		—		9,796		1,044			4,320			465			29,920			(26,044	)		19,501
Provision (benefit) for income taxes		—		—		(249	)		(1,200	)		(3,283	)		12,679			—			7,947
Earnings before extraordinary item		—		9,796		1,293			5,520			3,748			17,241			(26,044	)		11,554
Extraordinary item-loss on debt refinancing, net of income tax benefit of $1.1 million		—		—		—			—			764			994			—			1,758
Net earnings		—		9,796		1,293			5,520			2,984			16,247			(26,044	)		9,796
Dividends on redeemable preference shares		—		5,191		—			—			—			—			—			5,191
Net earnings available for shareholders	$	—	$	4,605	$	1,293		$	5,520		$	2,984		$	16,247		$	(26,044	)	$	4,605

62

	As of December 31, 1999
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
ASSETS
Current assets:
Cash and equivalents	$	—		$	—		$	—		$	—		$	1,537		$	11,848		$	—		$	13,385
Accounts receivable, net		—			103			—			—			1,354			78,630			—			80,087
Inventories		—			—			—			—			2,622			79,877			—			82,499
Deferred income taxes		—			—			—			—			1,012			1,506			—			2,518
Other current assets		—			—			—			—			455			1,298			—			1,753
Total current assets		—			103			—			—			6,980			173,159			—			180,242
Property, plant and equipment, net		—			—			—			—			5,603			114,806						120,409
Amounts due from parent/affiliates		76,535			81,757			46,846			49,743			345,507			141,423			(741,811	)		—
Goodwill, net		—			—			—			—			8,368			74,219			—			82,587
Investment in consolidated subsidiaries		117,490			17,918			(10,829	)		17,360			98,088			—			(240,027	)		—
Deferred income taxes		—			—			—			—			—			6,638			—			6,638
Other assets		—			2,267			635			658			1,691			4,532			—			9,783
	$	194,025		$	102,045		$	36,652		$	67,761		$	466,237		$	514,777		$	(981,838	)	$	399,659
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts	$	—		$	—		$	—		$	—		$	(2,030	)	$	4,039		$	—		$	2,009
Accounts payable		2			—			—			—			230			49,450			—			49,682
Accrued expenses		—			1,447			—			—			2,566			19,248			—			23,261
Accrued interest payable		—			—			884			837			1,945			149			—			3,815
Income taxes payable		(340	)		(2,219	)		(1,479	)		3,258			(3,195	)		8,251			—			4,276
Deferred income taxes		—			—			—			—			—			393			—			393
Current maturities of long- term debt		—			—			—			—			5,540			696			—			6,236
Total current liabilities		(338	)		(772	)		(595	)		4,095			5,056			82,226			—			89,672
Long-term debt, less current maturities		—			70,605			27,179			37,216			45,568			34,475			—			215,043
Amounts due to parent/affiliates		126,739			19,861			12,275			7,571			279,293			296,072			(741,811	)		—
Other liabilities		—			—			—			—			1,021			8,166			—			9,187
Deferred income taxes		2,203			421			—			—			(374	)		18,439			—			20,689
Total liabilities		128,604			90,115			38,859			48,882			330,564			439,378			(741,811	)		334,591
Shareholders' equity:
Class A common stock—$.01 par value; 55,000,000 shares authorized, 45,567,312 issued and outstanding		456			2			78			23			35,001			4,983			(40,087	)		456
Class B common stock—$.01 par value; 5,000,000 shares authorized, 4,434,680 issued and outstanding		44			—			—			—			—			—			—			44
Additional paid-in capital		65,218			20,726			6,922			9,077			174,855			114,412			(337,990	)		53,220
Retained earnings (deficit)		(262	)		16,787			4,170			20,049			(46,325	)		(14,760	)		36,866			16,525
Dividends declared		—			(20,793	)		(12,932	)		(6,891	)		(27,650	)		(25,076	)		93,342			—
Accumulated other comprehensive income (loss)		(35	)		(4,792	)		(445	)		(3,379	)		(208	)		(4,160	)		7,842			(5,177	)
Total shareholders' equity		65,421			11,930			(2,207	)		18,879			135,673			75,399			(240,027	)		65,068
	$	194,025		$	102,045		$	36,652		$	67,761		$	466,237		$	514,777		$	(981,838	)	$	399,659

63

	As of December 25, 1998
	Euramax International, Inc. (Parent Guarantor)		Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
ASSETS
Current assets:
Cash and equivalents	$	—	$	—		$	—		$	—		$	12		$	19,032		$	—		$	19,044
Accounts receivable, net		—		—			—			—			12			81,833			—			81,845
Inventories		—		—			—			—			—			74,735			—			74,735
Deferred income taxes		—		—			—			—			—			3,641			—			3,641
Other current assets		—		—			—			—			136			808			—			944
Total current assets		—		—			—			—			160			180,049			—			180,209
Property, plant and equipment, net		—		—			—			—			190			116,890						117,080
Amounts due from parent/affiliates		—		73,197			43,622			46,447			22,000			93,168			(278,434	)		—
Goodwill		—		—			—			—			—			76,047			—			76,047
Investment in consolidated subsidiaries		—		57,951			357			20,846			59,303			—			(138,457	)		—
Deferred income taxes		—		—			—			—			—			8,588			—			8,588
Other assets		—		1,834			756			871			2,105			1,159			—			6,725
	$	—	$	132,982		$	44,735		$	68,164		$	83,758		$	475,901		$	(416,891	)	$	388,649
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts	$	—	$	—		$	—		$	—		$	(3,778	)	$	5,291		$	—		$	1,513
Accounts payable		—		—			—			—			113			51,749			—			51,862
Accrued expenses		—		305			—			—			2,612			17,775			—			20,692
Accrued interest payable		—		—			913			967			2,704			128						4,712
Income taxes payable		—		(882	)		(1,207	)		1,095			(2,273	)		6,745			—			3,478
Deferred income taxes		—		—			—			—			212			—			—			212
Current maturities of long-term debt		—		—			—			—			9,182			—			—			9,182
Total current liabilities		—		(577	)		(294	)		2,062			8,772			81,688			—			91,651
Long-term debt, less current maturities		—		70,605			27,179			37,216			49,107			24,389			—			208,496
Amounts due to parent/affiliates		—		6,950			8,792			7,019			—			255,673			(278,434	)		—
Other liabilities		—		—			—			—			1,162			11,938			—			13,100
Deferred income taxes		—		—			—			—			(145	)		19,543			—			19,398
Total liabilities		—		76,978			35,677			46,297			58,896			393,231			(278,434	)		332,645
Redeemable preference shares		—		46,339			—			—			—			—			—			46,339
Ordinary shareholders' equity:
Ordinary shares		—		1,000			78			23			—			4,983			(5,084	)		1,000
Paid-in capital		—		—			6,922			9,077			17,000			114,412			(147,411	)		—
Retained earnings (deficit)		—		11,347			4,019			12,962			8,124			(34,865	)		9,760			11,347
Accumulated other comprehensive income (loss)		—		(2,682	)		(1,961	)		(195	)		(262	)		(1,860	)		4,278			(2,682	)
Total ordinary shareholders' equity		—		9,665			9,058			21,867			24,862			82,670			(138,457	)		9,665
	$	—	$	132,982		$	44,735		$	68,164		$	83,758		$	475,901		$	(416,891	)	$	388,649

64

	Year ended December 31, 1999
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-obligor)			Euramax European Holdings Limited (Co-obligor)			Euramax European Holdings B.V. (Co-obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Cash flows from operating activities:
Net earnings (loss)	$	(262	)	$	11,821		$	151		$	7,087		$	7,346		$	20,105		$	(34,689	)	$	11,559
Reconciliation of net earnings to cash provided by operating activities:
Depreciation and amortization		—			—			—			—			105			13,623			—			13,728
Provision for doubtful accounts		—			—			—			—			—			283			—			283
Gain on sales of assets		—			—			—			—			—			(146	)		—			(146	)
Deferred income taxes		(200	)		—			—			—			261			3,916			—			3,977
Dividends received		20,759			19,823			13,902			11,174			27,684			—			(93,342	)		—
Equity in earnings of subsidiaries		—			(14,892	)		(915	)		(10,908	)		(7,974	)		—			34,689			—
Changes in operating assets and liabilities		2,064			(310	)		(217	)		2,555			(5,523	)		(5,959	)		—			(7,390	)
Net cash provided by operating activities		22,361			16,442			12,921			9,908			21,899			31,822			(93,342	)		22,011
Cash flows from investing activities:
Proceeds from sale of assets		—			—			—			—			1			705			—			706
Purchases of businesses		—			—			—			—			(15,561	)		(6,600	)					(22,161	)
Capital expenditures		—			—			—			—			(43	)		(13,315	)		—			(13,358	)
Net cash used in investing activities activities		—			—			—			—			(15,603	)		(19,210	)		—			(34,813	)
Cash flows from financing activities:
Changes in cash overdrafts		—			—			—			—			1,746			(1,250	)		—			496
Repayment of debt		—			—			—			—			(42,182	)		(35,584	)		—			(77,766	)
Proceeds from debt		—			—			—			—			35,000			46,934			—			81,934
Contributed capital from reorganization		(72,565	)		—			—			—			72,565			—			—			—
Dividends paid		—			(20,793	)		(12,932	)		(6,891	)		(27,650	)		(25,076	)		93,342			—
Due to/from parent or affiliate		50,204			4,351			259			(2,744	)		(44,213	)		(7,857	)		—			—
Net cash (used in) provided by financing activities		(22,361	)		(16,442	)		(12,673	)		(9,635	)		(4,734	)		(22,833	)		93,342			4,664
Effect of exchange rate changes on cash		—			—			(248	)		(273	)		(37	)		3,037			—			2,479
Net increase (decrease) in cash and equivalents		—			—			—			—			1,525			(7,184	)		—			(5,659	)
Cash and equivalents at beginning of period		—			—			—			—			12			19,032			—			19,044
Cash and equivalents at end of period	$	—		$	—		$	—		$	—		$	1,537		$	11,848		$	—		$	13,385

65

Noncash financing and investing activities:
Euramax International Limited cancelled 34,000,000 preference shares, 1,000,000 ordinary shares and accrued preference dividends of $18,720	$	—	$	53,720	$	—	$	—	$	—	$	—		$	—	$	53,720
Euramax International, Inc. issued 50,001,992 shares common stock to former Euramax International Limited shareholders	$	500	$	—	$	—	$	—	$	—	$	—		$	—	$	500
Dividends accrued on redeemable preference shares	$	—	$	6,381	$	—	$	—	$	—	$	—		$	—	$	6,381
Payable for certain non-compete agreements associated with purchase of business	$	—	$	—	$	—	$	—	$	—	$	500		$	—	$	500
Supplemental cash flow information:
Income taxes paid (refunded), net	$	—	$	—	$	—	$	—	$	7,082	$	(53	)	$	—	$	7,029
Interest paid, net	$	—	$	4	$	3,572	$	3,521	$	13,633	$	871		$	—	$	21,601

66

	Year ended December 25, 1998
	Euramax International, Inc. (Parent Guarantor)		Euramax International, Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Cash flows from operating activities:
Net earnings	$	—	$	12,884		$	2,239		$	6,508		$	5,743		$	15,408		$	(29,898	)	$	12,884
Reconciliation of net earnings to cash (used in) provided by operating activities:
Depreciation and amortization		—		—			—			—			71			12,255			—			12,326
Provision for doubtful accounts		—		—			—			—			—			697			—			697
Gain on sales of assets		—		—			—			—			—			(103	)		—			(103	)
Deferred income taxes		—		—			—			—			1,453			2,087			—			3,540
Equity in earnings of subsidiaries		—		(14,778	)		(2,797	)		(5,567	)		(6,756	)		—			29,898			—
Changes in operating assets and liabilities		—		(2,351	)		(600	)		(4,216	)		(829	)		27,505			—			19,509
Net cash (used in) provided by operating activities		—		(4,245	)		(1,158	)		(3,275	)		(318	)		57,849			—			48,853
Cash flows from investing activities:
Proceeds from sale of assets		—		—			—			—			—			618			—			618
Capital expenditures		—		—			—			—			(115	)		(12,237	)		—			(12,352	)
Net cash used in investing activities		—		—			—			—			(115	)		(11,619	)		—			(11,734	)
Cash flows from financing activities:
Changes in cash overdrafts		—		—			—			—			(3,778	)		(6,179	)		—			(9,957	)
Repayment of debt		—		—			—			—			(30,024	)		(15,914	)		—			(45,938	)
Proceeds from debt		—		—			—			—			16,100			3,324			—			19,424
Proceeds from sales of currency swaps		—		—			—			—			—			7,580			—			7,580
Due to/from parent or affiliate		—		4,245			1,218			3,164			17,858			(26,485	)		—			—
Net cash provided by (used in) financing activities		—		4,245			1,218			3,164			156			(37,674	)		—			(28,891	)
Effect of exchange rate changes on cash		—		—			(60	)		111			—			(2,149	)		—			(2,098	)
Net increase (decrease) in cash and equivalents		—		—			—			—			(277	)		6,407			—			6,130
Cash and equivalents at beginning of period		—		—			—			—			289			12,625			—			12,914
Cash and equivalents at end of period	$	—	$	—		$	—		$	—		$	12		$	19,032		$	—		$	19,044
Noncash financing and investing activities:
Dividends accrued on redeemable preference shares	$	—	$	5,957		$	—		$	—		$	—		$	—		$	—		$	5,957
Supplemental cash flow information:
Income taxes paid, net	$	—	$	—		$	—		$	2,532		$	453			2,875		$	—		$	5,860
Interest paid. net	$	—	$	—		$	3,687		$	3,107		$	14,173			2,239		$	—		$	23,206

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	Year ended December 26, 1997
	Euramax International, Inc. (Parent Guarantor)		Euramax International Limited (Co-obligor)			Euramax European Holdings Limited (Co-obligor)			Euramax European Holdings B.V. (Co-obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Cash flows from operating activities:
Net earnings	$	—	$	9,796		$	1,293		$	5,520		$	2,984		$	16,247		$	(26,044	)	$	9,796
Reconciliation of net earnings to cash (used in) provided by operating activities:
Depreciation and amortization		—		—			—			—			22			11,641			—			11,663
Provision for doubtful accounts		—		—			—			—			—			1,858			—			1,858
Gain on sales of assets		—		—			—			—			1,317			(1,319	)		—			(2	)
Deferred income taxes		—		—			—			(2,138	)		(7,659	)		8,607			—			(1,190	)
Loss on debt extinguishment		—		—			—			—			1,252			1,594			—			2,846
Equity in (earnings) losses of subsidiaries		—		(9,796	)		959			(7,974	)		(9,233	)		—			26,044			—
Changes in operating assets and liabilities		—		(1,806	)		171			8,115			(9,184	)		6,510			—			3,806
Net cash (used in) provided by operating activities		—		(1,806	)		2,423			3,523			(20,501	)		45,138			—			28,777
Cash flows from investing activities:
Adjustment of purchase of Fabricated Products		—		3,487			—			—			—			—			—			3,487
Proceeds from sales of assets		—		—			—			—			—			289			—			289
Proceeds from dispositions of businesses		—		—			—			—			12,764			—			—			12,764
Purchases of businesses		—		—			—			—			(76,088	)		(2,385	)		—			(78,473	)
Capital expenditures		—		—			—			—			(27	)		(7,157	)		—			(7,184	)
Net cash provided by (used in) investing activities		—		3,487			—			—			(63,351	)		(9,253	)		—			(69,117	)
Cash flows from financing activities:
Changes in cash overdrafts		—		—			—			—			(289	)		11,759			—			11,470
Repayment of debt		—		—			—			—			(26,119	)		(13,172	)		—			(39,291	)
Proceeds from debt		—		—			—			—			73,333			—			—			73,333
Deferred financing fees		—		—			—			—			(1,268	)		—			—			(1,268	)
Due to/from parent or affiliate		—		(1,809	)		(4,100	)		(2,415	)		33,433			(25,109	)		—			—
Net cash (used in) provided by financing activities		—		(1,809	)		(4,100	)		(2,415	)		79,090			(26,522	)		—			44,244
Effect of exchange rate changes on cash		—		4			1,677			(1,108	)		—			(4,079	)		—			(3,506	)
Net increase (decrease) in cash and equivalents		—		(124	)		—			—			(4,762	)		5,284			—			398
Cash and equivalents at beginning of period		—		124			—			—			5,051			7,341			—			12,516
Cash and equivalents at end of period	$	—	$	—		$	—		$	—		$	289		$	12,625		$	—		$	12,914

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Noncash financing and investing activities:
Dividends accrued on redeemable preference shares	$	—	$	5,191	$	—	$	—	$	—	$	—	$	—	$	5,191
Purchase of business financed in part with a note payable to seller	$	—	$	—	$	—	$	—	$	800	$	—	$	—	$	800
Sale of business financed in part with a note receivable from purchaser	$	—	$	—	$	—	$	—	$	500	$	—	$	—	$	500
Payable for certain non-compete agreements associated with purchase of business																—
Supplemental cash flow information:
Income taxes paid, net	$	—	$	—	$	—	$	—	$	1,528	$	1,637	$	—	$	3,165
Interest paid, net	$	—	$	—	$	—	$	—	$	12,771	$	9,535	$	—	$	22,306

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None.

Part III

Item 10. Directors, Executive Officers and Key Management

The following sets forth certain information with respect to the persons who are members of the Board of Directors, executive officers and key management of the Company and its subsidiaries.

Name	Age	Position
J. David Smith	51	Chief Executive Officer, President and Director
Frank T. Geist	54	Executive Vice President
Mitchell B. Lewis	37	Executive Vice President and Corporate Business Development Director
Neil Bashore	51	Executive Vice President
R. Scott Vansant	37	Vice President, Secretary and Chief Financial Officer
Scott R. Anderson	37	President, Amerimax Building Products, Inc.
Dudley Rowe	41	President, General Manager—Amerimax Home Products, Inc.
Jo Cuypers	59	Managing Director—Euramax Coated Products B.V.
Roger A. Walters	58	Managing Director—Euramax Coated Products Limited
David C. Pugh	50	Managing Director—Ellbee Limited
Russell H. Henk	66	President, General Manager—Fabral, Inc.
Stuart M. Wallis	54	Director, Non-executive Chairman
Joseph M. Silvestri	38	Director
Richard M. Cashin	46	Director
William Ty Comfort, Jr.	33	Director
Rolly van Rappard	38	Director
Paul E. Drack	72	Director

J. David Smith has been President of Amerimax Fabricated Products ("AFP") since 1990 and was appointed a Vice President of Alumax in 1994. Mr. Smith became Chief Executive Officer, President and a director of the Company in September 1996. Mr. Smith's career in the fabricated products industry spans twenty-eight years, starting with various operational responsibilities with Howmet Aluminum Corp. ("Howmet Aluminum"). In 1983, Mr. Smith joined Alumax as General Manager of the Building Specialties Division and became President of Alumax Home and Specialty Products Group in 1988.

Frank T. Geist became Executive Vice President of the Company in September 1996 and has been Group Vice President of AFP since 1993. Prior to 1993, Mr. Geist served as Vice President, General Manager of Amerimax Home Products, Inc. Mr. Geist's career in the fabricated products industry began twenty-eight years ago with various operational responsibilities with Howmet Aluminum. Mr. Geist is scheduled to retire effective March 31, 2000.

Mitchell B. Lewis became Executive Vice President of the Company in October 1998, Corporate Development Director in June 1998 and served as Group Vice President of Amerimax Building Products, Inc. and Fabral, Inc. since 1997. Prior to being appointed Group Vice President, he was President and General Manager of Amerimax Building Products, Inc. from 1993 to 1997 and Assistant General Manager of

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Amerimax Building Products, Inc. from 1991 to 1993. Prior to 1991, Mr. Lewis served as corporate counsel with Alumax, and, prior to joining Alumax, he practiced law, specializing in mergers and acquisitions.

Neil E. Bashore became Executive Vice President of the Company in October 1999. Prior to being appointed Executive Vice President, Mr. Bashore was President and General Manager of Amerimax Home Products, Inc. from 1996 to 1999. From 1993 to 1996, Mr. Bashore served as General Manager of Amerimax Home Products, Inc. From 1981 to 1993, Mr. Bashore served as Manufacturing Manager of Amerimax Home Products, Inc. and has served in other management positions with the Company since 1975.

R. Scott Vansant became Chief Financial Officer of the Company in July 1998 and Vice President and Secretary in September 1996. He joined Alumax in 1991. From 1995 to 1996, Mr. Vansant served as Director of Internal Audit for Alumax. Mr. Vansant also served in various operational positions with Alumax Building Products, Inc., including serving as Controller of the division from 1993 to 1995. Prior to 1991, Mr. Vansant worked as a Certified Public Accountant for Ernst & Young L.L.P.

Scott R. Anderson became President of Amerimax Building Products, Inc. in October 1998. Mr. Anderson has served in various financial and operational roles since joining the Company in 1987, including Operations Manager (1997 to 1998) and Controller (1995 to 1997) of Amerimax Building Products, Inc.

Dudley Rowe became President of Amerimax Home Products, Inc. in October 1999. Mr. Rowe has served in various sales and operational roles since joining the Company in October 1980, including Sales Manager of Amerimax Home Products, Inc. from 1988 to 1999.

Jo Cuypers has been Managing Director of Euramax Coated Products B.V. since 1979. From 1970 to 1979, Mr. Cuypers served in various management positions with Euramax Coated Products B.V. Prior to joining Euramax Coated Products B.V., Mr. Cuypers held several positions with other companies in related industries, thus bringing his total experience to over forty years.

Roger A. Walters has been Managing Director of Euramax Coated Products Limited since 1983. Prior to 1983, Mr. Walters held various technical and managerial positions with Alcan, Inc. Mr. Walters has served on various trade associations and is currently the Chairman of the Statistics Group for the European Coil Coaters Association.

David C. Pugh has been Managing Director of Ellbee Limited since 1996. Prior to the Acquisition, Mr. Pugh held several positions with Alumax, including Sales Director and Production Director of Ellbee Limited.

Russell H. Henk was Director of Manufacturing of Fabral, Inc. from 1990 to 1998, at which time he became President. Since joining Fabral, Inc. in 1972, Mr. Henk served in various operational positions including Director of Engineering and Marketing from 1985 to 1990 and Director of Sales and Marketing from 1979 to 1985.

Stuart M. Wallis became a director of the Company and non-executive chairman of the Board of Directors in February, 1997. Mr. Wallis served as Chief Executive for Fisons plc from 1994 to 1995. From 1989 to 1995, Mr. Wallis served as Chief Executive in Europe for Bowater plc.

Joseph M. Silvestri has been a director of the Company since its inception. Mr. Silvestri has been employed by Citicorp Venture Capital, Ltd. since 1990 and has been a Vice President since 1995. Mr. Silvestri is a director of International Media Group, Polyfibron Technologies, Frozen Specialties, Glenoit Mills and Triumph Group.

Richard M. Cashin became a director of the Company upon consummation of the Transactions. Mr. Cashin has been employed by Citicorp Venture Capital, Ltd. since 1980 and has been a Managing Director since 1991. Mr. Cashin is a director of Levitz Furniture Incorporated, Lifestyle Furnishings International, and Titan Wheel International Inc.

71

William Ty Comfort, Jr. became a director of the Company upon consummation of the Transactions. Mr. Comfort has been employed by CVC Capital Partners, Ltd. since 1995, and is currently an Assistant Director.

Rolly van Rappard became a director of the Company upon consummation of the Transactions. Mr. van Rappard has been employed by CVC Capital Partners B.V. since 1988 and has been a Managing Director since 1993. Mr. van Rappard is currently a director of, among other companies, Saybolt International B.V., Docdata B.V. and Hoogenbosch Retail Group B.V.

Paul E. Drack became a director of the Company in December 1996. Mr. Drack retired from AMAX Inc. in December 1993 after serving as President and Chief Operating Officer from 1991. From 1985 to 1991, Mr. Drack was employed in various positions with Alumax Inc. serving as President and Chief Executive Officer from 1986.

See "Item 13. Certain Relationships and Related Transactions—Shareholders Agreement and Articles of Association" below for more information on agreements regarding election of directors. Mr. van Rappard and Mr. Comfort are nominees of CVC European Equity Partners, L.P. Mr. Cashin and Mr. Silvestri are nominees of Citicorp Venture Capital, Ltd.

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Item 11. Executive Compensation

The following table sets forth the aggregate compensation earned by Company's executive officers who earned $100,000 or more during the year ended December 31, 1999.

Summary Compensation Table

		Annual Compensation(1)
Name and Principal Position						All Other Compensation
	Year	Salary		Bonus
						(2)
J. David Smith, Chief Executive Officer, President and Director	1999 1998 1997	$	312,500 262,500 221,500	$	220,494 162,247 171,581	$	61,417 67,276 52,643
Frank T. Geist, Executive Vice President	1999 1998 1997		215,000 189,000 169,250		123,456 94,465 106,836		72,937 51,917 37,193
Mitchell B. Lewis, Executive Vice President and Corporate Business Development Director	1999 1998 1997		175,000 162,500 145,000		99,941 83,735 75,999		9,959 10,694 6,788
Neil Bashore, Executive Vice President(3)	1999 1998 1997		134,500 118,500 107,750		59,546 46,098 51,855		75,738 16,491 15,611
R. Scott Vansant, Vice President, Secretary and Chief Financial Officer	1999 1998 1997		148,750 130,000 117,500		85,244 64,880 74,462		8,365 9,574 5,527

(1)

Excludes certain perquisites received which do not exceed the lessor of $50,000 or ten percent of any named executive officer's salary and bonus.

(2)

All other compensation for 1999 consists of the Company's matching contributions to the defined contribution plan, term life insurance, discretionary Company contributions to the defined contribution plan based on age and years of service, and amounts earned for and the Supplemental Executive Retirement Plan ("SERP") as follows: J. David Smith earned $8,751 for term life insurance, $14,400 for the defined contribution plan and $38,266 for the SERP; Frank T. Geist earned $6,567 for term life insurance, $14,400 for the defined contribution plan and $51,970 for the SERP; Mitchell B. Lewis earned $359 for term life insurance and $9,600 for the defined contribution plan; Neil Bashore earned $861 for term life insurance, $12,105 for the defined contribution plan, $28,760 for the SERP and $34,012 for relocation expenses; R. Scott Vansant earned $296 for term life insurance and $8,069 for the defined contribution plan.

(3)

Mr. Bashore became an executive officer on October 1, 1999. Prior to that, he was President and General Manager of Amerimax Home Products, Inc. (see "Item 10. Directors, Executive Officers and Key Management").

The Company has not granted any options or stock appreciation rights.

Retirement Plans

See Note 10 to the Consolidated Financial Statements for a description of the Company's retirement plans. Additionally, the Company has adopted an unfunded supplemental executive retirement plan (the

73

"SERP") for Mr. Smith, Mr. Geist and Mr. Bashore which is designed to supplement benefits payable under other plans of the Company. The participants may elect to receive benefits in the form of a lump sum, which is the value equivalent of a life annuity, or a life annuity. The life annuity, paid annually, is $110,000 for Mr. Smith, $45,000 for Mr. Geist, and $40,000 for Mr. Bashore upon retirement at age 62. Annual benefits payable under the SERP are reduced for participants retiring before age 62. A participant's benefits under the SERP are not vested until the earlier of the date the executive attains age 52, dies, becomes totally and permanently disabled, or the occurrence of a change in control. If the employment of Mr. Smith, Mr. Geist or Mr. Bashore with the Company terminates, for any reason, before his benefits have vested, Messrs. Smith, Geist and Bashore will not be entitled to any benefits under the SERP.

Effective January 1, 1999, Messrs. Smith, Geist, Lewis, Bashore and Vansant were granted phantom stock awards under the Company's 1999 Phantom Stock Plan. Each award is equal to 4% of the equity value of the Company, as defined by the Plan, divided by 40,000. The award entitles the participants to receive compensation based on the change in the equity value of the Company between the January 1, 1999, the grant date, until, at the latest, January 1, 2004. The awards become fully vested on the earlier of a change in control; a listing; the death, disability or retirement of the participant; or December 31, 2003. The compensation will be paid out in four equal payments during the first quarter of 2004 through 2007, unless there is a change in control; a listing; or the death, disability or retirement of the participant; in which case the compensation will be paid out sooner. No compensation expense was recorded for the years ended December 31, 1999 or December 25, 1998.

Compensation of Directors

Mr. Wallis and Mr. Drack received approximately $44,500 and $15,000, respectively, in directors' fees for the year ended December 31, 1999. Other directors who are not executive officers of the Company are entitled to an annual fee of $15,000. Directors are reimbursed for out-of-pocket expenses incurred in connection with attending meetings. In 1999, the Company paid approximately $59,500 in directors' fees.

Employment Agreements

Mr. Smith is party to an employment agreement with the Company which is renewed on an annual basis. The agreement provides for a minimum annual salary of $350,000 and bonuses based on the achievement of certain operating income and return on asset targets established by the Board of Directors of the Company in consultation with Mr. Smith. Subject to certain exceptions, in the event Mr. Smith is terminated by the Company (other than for cause), Mr. Smith will be entitled to receive his annual salary for a period of twenty-four months following the date of such termination.

Mr. Geist is party to an employment agreement with the Company which expires on March 31, 2000. The agreement provides for a minimum annual salary of $230,000 and bonuses based on the achievement of certain operating income and return on asset targets established by the Board of Directors of the Company in consultation with Mr. Geist. Subject to certain exceptions, in the event Mr. Geist is terminated by the Company (other than for cause), Mr. Geist will be entitled to receive his annual salary for a period of twenty-four months following the date of such termination.

Each of the Employment Agreements also require the Company to maintain benefits for Mr. Smith and Geist equal to: (i) basic and supplemental life insurance in total equal to 4¹/2 times base pay, (ii) accidental death and dismemberment insurance equal to 4¹/2 times base pay, and (iii) long-term disability insurance equal to ²/3 base pay plus target bonus.

Management Equity Participation

In connection with the Acquisition, in order to provide financial incentives for certain of its employees, the Company provided for certain rights with respect to the ordinary shares and the preference shares

74

purchased by the Management Investors. On the Closing Date, the Management Investors purchased an aggregate of approximately $1.0 million of ordinary shares and preference shares. The ordinary shares and preference shares of the Management Investors are subject to certain call provisions exercisable by the Company and/or the Investor Group in the event of the termination of a Management Investor's employment with the Company and its subsidiaries. In connection with the Reorganization described in Note 1 of the Consolidated Financial Statements, the ordinary shares were cancelled and replaced with common stock. (See Note 7 to the Consolidated Financial Statements).

Description of Preference Shares

As part of the Transactions, the Company issued the equivalent of 34,000,000 redeemable preference shares for a purchase price of $34.0 million (the "Liquidation Value") to the Investor Group, the Management Investors and an affiliate of Paribas. In connection with the Reorganization described in Note 1 of the Consolidated Financial Statements, the preference shares and accrued dividends were cancelled and replaced with common stock. (See Note 7 to the Consolidated Financial Statements.)

Item 12. Security Ownership of Certain Beneficial Owners and Management

The table below sets forth certain information regarding the beneficial ownership of the common stock by (i) each person who is known to the Company to be the beneficial owner of more than 5% of either class, (ii) each director, (iii) each named executive officer of the Company, and (iv) all executive officers and

75

directors of the Company as a group. Except as set forth below, the stockholders listed below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Name and Address of Beneficial Owner	Number of Common Stock		Percentage of Common Stock
CVC European Equity Partners, L.P. Mourant & Co. Limited P. O. Box 87 18 Greville Street St. Helier Jersey JE48PX Channel Island	17,811,521		35.6	%
Citicorp Venture Capital, Ltd. 399 Park Avenue, 14th Floor New York, NY 10043	15,230,192		30.5	%
Banque Paribas 787 7th Avenue New York, NY 10019	4,434,680	(1)	8.9	%
CCT III Partners, L.P. c/o Citicorp Venture Capital, Ltd. 399 Park Avenue, 14th Floor New York, NY 10043	2,687,661		5.4	%
J. David Smith 5731 Mt. Repose Lane Norcross, GA 30092	837,307		1.7	%
Frank T. Geist 1107 Little Brook Rd. Lancaster, PA 17603	591,040		1.2	%
Mitchell B. Lewis 10245 Brier Mill Ct. Alpharetta, GA 30022	689,547		1.4	%
Neil Bashore 802 Amerden Ponds Court Duluth, GA 30097	369,400		*
R. Scott Vansant 150 Brightmore Way Alpharetta, GA 30005	394,027		*
Joseph M. Silvestri	67,457	(2)	*
Richard M. Cashin	561,597	(2)	1.1	%
William Ty Comfort	—	(3)	*
Rolly van Rappard	—	(3)	*
Paul E. Drack	77,987		*
Stuart M. Wallis	381,994		*

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Executive Officers and Directors as a Group (9 persons)  
3,970,356  
7.9  
%

*

Less than 1%

(1)

Class B common stock.

(2)

Excludes the ownership interests of Messrs. Silvestri and Cashin in Citicorp Venture Capital, Ltd.

(3)

Excludes the ownership interests of Messrs. Comfort and van Rappard in CVC European Equity Partners, L.P.

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Item 13. Certain Relationships and Related Transactions

Shareholders Agreement and Articles of Association

The Company, the Investor Group, the Management Investors and an affiliate of Paribas are parties to a shareholders agreement (the "Shareholders Agreement") which contains certain agreements among such parties with respect to the equity interests and corporate governance of the Company. The Board of Directors of the Company is comprised of seven members. The partners of CVC Europe have the right to appoint two directors. J. David Smith is to be re-appointed a director for as long as he is Chief Executive Officer of the Company. Pursuant to the Shareholders Agreement and the Articles of Incorporation of the Company, the disposition of shares is restricted. The Shareholders Agreement and the Articles of Incorporation also contain certain participation rights, approval rights and rights of first refusal exercisable by the partners of CVC Europe and Citicorp Venture Capital, Ltd. and its affiliates who are shareholders of the Company, in the event of certain sales or proposed sales of equity interests by the other.

Registration Rights Agreement

On the Closing Date of the Acquisition, September 25, 1996, the Company entered into a registration rights agreement (the "Registration Agreement") with certain of the Company's existing shareholders. Pursuant to the terms of the Registration Agreement, such shareholders have the right to require the Company, at the Company's sole cost and expense and subject to certain limitations, to register under the Securities Act or list on any internationally recognized stock exchange all or part of the Ordinary Shares held by such shareholders (the "Registrable Securities"). All such shareholders will be entitled to participate in all registrations by the Company or other shareholders, subject to certain limitations. In connection with all such registrations, the Company has agreed to indemnify all holders of Registrable Securities against certain liabilities, including liabilities under the Securities Act and other applicable state or foreign securities laws. Registrations pursuant to the Registration Agreement will be made, if applicable, on the appropriate registration form and may be underwritten registrations. In connection with the Reorganization described in Note 1 of the Consolidated Financial Statements, the Registration Rights Agreement with Euramax International plc was terminated and replaced with a new agreement with Euramax International, Inc. which contains substantially similar terms and conditions as the Registration Agreement.

Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1) The following consolidated financial statements of Euramax International, Inc. and its subsidiaries are included in Part II, Item 8.

Report of Independent Accountants

Consolidated Statements of Earnings for the years ended December 31, 1999, December 25, 1998 and December 26, 1997.

Consolidated Balance Sheets at December 31, 1999 and December 25, 1998.

Consolidated Statements of Changes in Equity for the years ended December 31, 1999, December 25, 1998 and December 26, 1997.

Consolidated Statements of Cash Flows for the years ended December 31, 1999, December 25, 1998, and December 26, 1997.

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedule

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Schedule II—Valuation and Qualifying Accounts

(b) The Company filed no reports on Form 8-K for the quarter ended December 31, 1999.

(c) Exhibits:

2.1**	Purchase Agreement dated as of April 28, 1997, among the Company and Genstar Capital Corporation ("GCC"), Ontario Teachers' Pension Plan Board and the Management Stockholders of Gentek Holdings, Inc. ("Holdings") as sellers GCC as sellers' representative; Holdings and Gentek Building Products, Inc. ("GBPI"). (Incorporated by reference to Exhibit 2.1 of the Registrant's Form 8-K filed August 1, 1997).
2.2******	Proposals for the acquisition of the entire issued share capital of Euramax International Limited by Euramax International, Inc. to be effected by means of a Scheme Arrangement under Section 425 of the Companies Act 1985
3.1*	Articles of Association of Euramax International plc
3.2*	Memorandum and Articles of Association of Euramax European Holdings plc
3.3*	Articles of Association of Euramax International B.V.
3.4*	Articles of Incorporation of Amerimax Holdings, Inc.
3.5*	Bylaws of Amerimax Holdings, Inc.
4.3*	Indenture, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank, as Trustee.
4.4*	Deposit Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., and The Chase Manhattan Bank, as book-entry depositary
4.5*	Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
4.6*	Purchase Agreement dated as of September 18, 1996, by and among Euramax International Ltd., Euramax European Holdings Ltd., Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
4.7	Supplemental Indenture, dated as of November 18, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The Chase Manhattan Bank, as Trustee
4.8	Amended and Restated Supplemental Indenture, dated as of December 14, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The Chase Manhattan Bank, as Trustee
10.1*	Purchase Agreement, dated as of June 24, 1996, by and between Euramax International Ltd. and Alumax Inc.
10.2*	Executive Employment Agreement, dated as of September 25, 1996, by and between J. David Smith and Euramax International plc

79

10.3*	Executive Employment Agreement, dated as of September 25, 1996, by and between Frank T. Geist and Euramax International plc
10.5*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of Banque Paribas, as agent
10.6*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in favor of Banque Paribas, as agent
10.7*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Home Products, Inc. in favor of Banque Paribas, as agent
10.8*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. in favor of Banque Paribas, as agent
10.9*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Coated Products, Inc. in favor of Banque Paribas, as agent
10.10*	Domestic Security Agreement, dated as of September 25, 1996, by Johnson Door Products, Inc. in favor of Banque Paribas, as agent
10.11*	Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Specialty Products, Inc. in favor of Banque Paribas, as agent
10.12*	Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of Amerimax Home Products, Inc., Amerimax Specialty Products, Inc., Amerimax Building Products, Inc., Amerimax Coated Products and Johnson Door Products, Inc. in favor of the Guarantied Parties referred to therein
10.13*	U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of the Guaranteed Parties referred to therein
10.14*	U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc., to Banque Paribas, as Agent
10.15*	U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in favor of the Guarantied Parties referred to therein
10.16*	U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. to Banque Paribas, as Agent
10.17*	Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax International plc in favor of Banque Paribas, as Agent
10.18*	Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax International plc to Banque Paribas, as Agent
10.19*	Building Products Pledge Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. to Banque Paribas, as Agent
10.20*	Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax European Holdings B.V. in favor of the Guarantied Parties referred to therein
10.21*	Dutch Company Guaranty, dated as of September 25, 1996, by Euramax Netherlands B.V., in favor of the Guarantied Parties referred to therein
10.22*	Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax Europe B.V., in favor of the Guarantied Parties referred to therein

80

10.23*	Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated Products B.V., in favor of the Guarantied Parties referred to therein
10.24***	Amended and Restated Credit Agreement, dated as of July 16, 1997, by and among Amerimax Fabricated Products, Euramax Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax International plc, Amerimax Holdings, Inc., Euramax European Holdings plc, Euramax European Holdings B.V., Euramax Europe Limited and certain of their operating subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a Lender and as the Issuer; and the other lenders named therein. (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended June 28, 1997.)
10.25***	Amendment to Credit Agreement, dated as of December 18, 1997, by and among Amerimax Fabricated Products, Euramax Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax International plc, Amerimax Holdings, Inc., Euramax European Holdings plc, Euramax European Holdings B.V., Euramax Europe Limited and certain of their operating subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a Lender and as the Issuer; and the other lenders named therein. (Incorporated by reference to Exhibit 10.25 of the Registrant's Form 10-K for the year ended December 26, 1997.)
10.26****	Incentive Compensation Plan effective January 1, 1997, by Euramax International Limited
10.27****	Phantom Stock Plan effective January 1, 1999, by Euramax International Limited
10.28*****	Amendment and Waiver dated as of April 6, 1999, among Euramax International Limited, and its subsidiaries, Paribas (as Agent and Lender), and the Lenders, to the Amended and Restated Credit Agreement dated as of July 16, 1997
10.29	Amendment, dated as of December 8, 1999, among Euramax International Limited, the other Loan Parties, the Swing Loan Lender and the Issuer and Paribas, as Agent, to (a) the Amended and Restated Credit Agreement, dated as of July 16, 1997 and (b) the other Loan Documents
10.30	Amendment and Consent, dated as of December 9, 1999, among Euramax International Limited, the other Loan Parties, the Swing Loan Lender and the Issuer and Paribas, as Agent, to (a) Amended and Restated Credit Agreement, dated as of July 16, 1997 and (b) the other Loan Documents
21.1	Subsidiaries of Euramax International, Inc.
27	Financial Data Schedule

*	Incorporated by reference to the Exhibit with the same number in the Registrant's Registration Statement on Form S-4 (333-05978) which became effective on February 7, 1997.
**	Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K (333-05978) which was filed on March 12, 1998.
***	Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K (333-05978) which was filed on March 5, 1999.
****	Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on April 26, 1999.
*****	Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on August 2, 1999.
******	Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on November 3, 1999.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, Euramax International plc has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EURAMAX INTERNATIONAL, INC.
BY:	/S/ J. DAVID SMITH J. David Smith Chief Executive Officer And President

Dated: March 23, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Euramax International plc and in the capacities and on the dated indicated.

	Signature	Title	Date
By:	/s/ J. DAVID SMITH J. David Smith	Chief Executive Officer, President and Director	March 23, 2000
By:	/s/ R. SCOTT VANSANT R. Scott Vansant	V.P., Secretary and Chief Financial Officer	March 23, 2000
By:	/s/ STUART M. WALLIS Stuart M. Wallis	Director	March 23, 2000
By:	/s/ RICHARD M. CASHIN Richard M. Cashin	Director	March 23, 2000
By:	/s/ JOSEPH M. SILVESTRI Joseph M. Silvestri	Director	March 23, 2000
By:	/s/ WILLIAM TY COMFORT, JR. William Ty Comfort, Jr.	Director	March 23, 2000
By:	/s/ ROLLY VAN RAPPARD Rolly Van Rappard	Director	March 23, 2000
By:	/s/ PAUL E. DRACK Paul E. Drack	Director	March 23, 2000

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Schedule II

Euramax International, Inc.
Valuation and Qualifying Accounts

Thousands of U.S. Dollars

Description	Classification	Balance at beginning of period			Charged to costs and expenses			Charged to other accounts (1)			Deductions (2)		Balance at end of period
For the year ended December 31, 1999	A/R, net	$	(3,609	)	$	(355	)	$	136		$	894	$	(2,934	)
Allowance for doubtful accounts
For the year ended December 25, 1998	A/R, net	$	(3,494	)	$	(697	)	$	(32	)	$	614	$	(3,609	)
Allowance for doubtful accounts
For the year ended December 26, 1997	A/R, net	$	(3,404	)	$	(1,489	)	$	94		$	1,305	$	(3,494	)
Allowance for doubtful accounts

Note:

(1)

Changes due to foreign currency translation adjustment.

(2)

Write-off of bad debts, net of recoveries.

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Part I
Risk Factors
Part II
Report of Independent Accountants
Euramax International, Inc. and Subsidiaries Consolidated Statements of Earnings
Euramax International, Inc. and Subsidiaries Consolidated Balance Sheets
Euramax International, Inc. and Subsidiaries Consolidated Statements of Changes in Equity
Euramax International, Inc. and Subsidiaries Consolidated Statements of Cash Flows
Part III
Summary Compensation Table
Part IV
SIGNATURES
Schedule II

EX-4.7

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Exhibit 4.7

DATED NOVEMBER 18, 1999

AMONG

EURAMAX INTERNATIONAL LIMITED
EURAMAX EUROPEAN HOLDING PLC
EURAMAX EUROPEAN HOLDINGS, B.V.,
AS ISSUERS

AMERIMAX HOLDINGS, INC.,
AS GUARANTOR

–and–

THE CHASE MANHATTAN BANK,
AS TRUSTEE

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 2006

2

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 International, Inc. ("Euramax U.S.") is organized and interposed between Euramax and its shareholders by means of a scheme of arrangement under Section 425 of the United Kingdom Companies Act of 1985 (the "Scheme of Arrangement"); (iii) a further intermediate holding company organized under the laws of England and Wales, Broomco (1868) Limited ("Newco U.K."), is interposed between Euramax U.S. and Euramax; (iv) Euramax distributes to Newco U.K. its shares in Amerimax; (v) Amerimax transfers the shares of its subsidiary, Amerimax Fabricated Products, Inc. ("AFP") to Euramax U.S. for fair market value; and (vi) a further intermediate holding company organized under the laws of England and Wales, Broomco (1953) Limited ("Newco U.K. II") will be interposed between Euramax and Euramax, B.V.

WHEREAS, as a result of the Reorganization, (i) the following four companies will be added as guarantors under the Indenture: Euramax U.S., Newco U.K., AFP, and Newco U.K. II and (ii) each new guarantee will be effective as soon as each of Euramax U.S., Newco U.K., AFP, and Newco U.K. II is set in place under the Reorganization, after which said company shall further evidence its guarantee of the Securities by executing a guarantee in substantially the form set forth in Exhibit A to the Indenture.

WHEREAS, the Issuers and Amerimax, when authorized by resolutions of their respective Boards of Directors, and the Trustee may amend or supplement the Indenture with the written consent of the holders of at least a majority in aggregate principal amount of the Securities issued under the Indenture.

WHEREAS, the Issuers issued a Consent Solicitation Statement dated November 4, 1999, soliciting the consent of the holders of the Securities to certain amendments to the Indenture substantially in the form set out in Article Two hereof.

WHEREAS, the Trustee is in receipt of such written consents.

NOW, the Issuers, the Guarantor and the Trustee hereby amend the Indenture as follows:

ARTICLE ONE
DEFINITIONS

SECTION 1.01

Expressions defined in the Indenture shall have the same meanings when used herein save to the extent supplemented or modified hereby.

SECTION 1.02

Except as otherwise provided herein, the terms of the Indenture shall apply to this Supplemental Indenture as if they were set out herein and the Indenture shall be read and construed, in relation to the Securities, as one document with this Supplemental Indenture.

3

ARTICLE TWO
AMENDMENTS

SECTION 2.01

The definitions of the Preamble in the Indenture and Section 1.01 of the Indenture are hereby amended as follows:

(1) (1) References to the "Company" shall now be understood as references to "Euramax U.S.", except in the following definitions and sections of the Indenture, in which "the Company" shall be deleted and replaced with "Euramax":

In the third and seventh line of the preamble of the Indenture;

Section 1.01 for the definitions of: "Consolidated Interest Expense"; "Corporate Trust Office of the Trustee"; "Credit Agreement" in the fifth line of the definition; "Fabricated Products Business"; "Offer to Purchase"; and "Restricted Subsidiary" in part (ii) of the definition;

Section 2.03;
Section 2.04;
Section 2.05;
Section 2.06(a), 2.06(b) subsection (iii)(C) and 2.06(i) subsections (ii) and (iii);
Section 2.07;
Section 2.12;
Section 2.13;
Section 3.01;
Section 3.03;
Section 3.07;
Section 4.02;
Section 4.05(b) and (c);
Section 4.09;
Section 6.04;
Section 7.01(e);
Section 7.07;
Section 8.06;
Section 8.15;
Section 9.01;
Section 10.02;
Section 10.04;
Section 12.06;
Section 13.02; and
Section 13.04.

(2) In addition, the phrase "Euramax or" should be added immediately before the term "the Company" in the following sections:

(a) In the following definitions in Section 1.01 of the Indenture:

"Company Request";
"Credit Agreement" in the twenty fifth line of the definition;
"Designated Senior Debt";
"Opinion of Counsel"; and
"Unrestricted Subsidiary" in the second line of the definition.

(b) In Section 6.01(8) of the Indenture; and

4

(c) In Section 6.01(9) of the Indenture.

(3) The word "Issuers" or "Issuer" shall be deleted and replaced with "Company" preceded by the appropriate word in the negative form where applicable and followed with the appropriate word in singular form where applicable, in the following cases:

Section 4.03;
Section 4.04, except in subsection (viii);
Section 4.05, except in the last paragraph of Section 4.05(a), (the word "Company" to the extent replacing the word "Issuers" in Section 4.05, to mean "Euramax");
Section 4.06;
Section 4.07, except in the eleventh line thereof;
Section 4.08;
Section 4.09;
Section 4.10;
Section 4.16;
Section 4.17;
Section 4.18, except in the third line (to the extent relating to property or assets owned on the Issue Date);
Section 5.01, except in clause (ii)(a) and (iii) thereof; and
Section 5.02.

(2) The following new definitions should be added in Section 1.01 of the Indenture:

"AFP" means Amerimax Fabricated Products Inc., a company incorporated in Delaware."

"Amerimax" means Amerimax Holdings Inc., a company incorporated in Delaware."

"Euramax" means Euramax International Limited, a company incorporated in England and Wales and formerly known as Euramax International plc."

"Euramax U.S." or the "Company" means Euramax International, Inc., a company incorporated in Delaware."

"Newco U.K." means Broomco (1868) Limited, a company incorporated under the laws of England and Wales which will be the direct parent of Euramax at the end of the Reorganization."

"Newco U.K. II" means Broomco (1953) Limited, a company incorporated under the laws of England and Wales which will be the direct parent of Euramax, B.V. at the end of the Reorganization."

"Reorganization" has the meaning set forth in the preamble of the Supplemental Indenture, dated as of November 18, 1999."

"Scheme of Arrangement" has the meaning set forth in the preamble of the Supplemental Indenture, dated as of November 18, 1999."

(3) The definition of "Continuing Director" shall be deleted and replaced with the following:

"Continuing Director" means a director who either was a member of the Board of Directors of Euramax on the Issue Date or who became a director of Euramax or of the Company subsequent to the Issue Date and whose election, or nomination for election by the stockholders of Euramax or by the stockholders of the Company, was duly approved by a majority of the Continuing Directors then on the Board of Directors of Euramax or of the Company, either by a specific vote or by approval of the proxy statement issued by Euramax or by the Company on behalf of the entire Board of Directors of Euramax or of the Company in which such individual is named as nominee for director."

5

(4) (1) The definition of "Guarantor" in Section 1.01 of the Indenture shall be deleted and replaced with the following:

"Guarantors" means (i) Amerimax, (ii) Euramax U.S., (iii) Newco U.K., (iv) Newco U.K. II and (v) AFP."

(2) References to the "Guarantor" in the Indenture shall be understood as references to the "Guarantors" as newly defined, to each individually and to all in the aggregate, and the former use of the singular form shall be replaced by the plural form wherever appropriate. The obligations of the Guarantors hereunder shall be joint and several.

(3) In the following cases, however, the word "the Guarantor" shall be deleted and replaced with "Amerimax":

Section 1.01 for the definition of the "Credit Agreement"; and Section 11.04.

(5) (1) The definition of "Guarantee" in Section 1.01 of the Indenture shall be deleted and replaced with the following:

"Guarantees" means the guarantees of the Securities by the Guarantors under this Indenture."

(2) References to the "Guarantee" in the Indenture shall be understood as references to the "Guarantees" as newly defined, and the former use of the singular form shall be replaced by the plural form wherever appropriate.

SECTION 2.02

(1) The term "Subsidiaries" in Section 2.04 of the Indenture shall be deleted and replaced with "Affiliates".

(2) The second paragraph of Section 4.03 of the Indenture is hereby amended by (i) deleting the word "and" immediately preceding clause (iv), and (ii) adding thereto, immediately after the end of clause (iv) thereof, the phrase "and (v) the cancellation of shares in Euramax and the interposition of Euramax U.S. between Euramax and its shareholders, pursuant to the Scheme of Arrangement".

(3) The first sentence of the second paragraph in Section 4.06 of the Indenture is hereby amended by (i) deleting the word "and" immediately preceding clause (x) thereof, and (ii) adding immediately after the end of clause (x) thereof, the phrase "and (xi) the cancellation of shares in Euramax and the interposition of Euramax U.S. between Euramax and its shareholders, pursuant to the Scheme of Arrangement".

(4) (1) The first sentence of Section 5.01 of the Indenture is hereby amended by adding in clause (ii)(b) thereof after the words "involved the Guarantor", the phrase "or all or substantially all of the Company's assets were sold, assigned, leased, conveyed or otherwise disposed of".

(2) The following phrase in the parenthetical in Section 5.01(iii) shall be deleted: "other than the Company".

(3) The following sentence shall be added at the end of Section 5.01 of the Indenture: "The provisions of this Section 5.01 shall not be applicable to any of the events contemplated by the Reorganization."

6

ARTICLE THREE
MISCELLANEOUS

SECTION 3.01

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 3.02

This Supplemental Indenture shall come into effect after the Scheme of Arrangement becomes effective. Euramax shall give prompt written notice to the Trustee of such effectiveness and of the effectiveness of the Reorganization.

SECTION 3.03

Concurrently with the execution by each of Euramax U.S., Newco U.K., AFP and Newco U.K. II of their respective guarantee, the Issuers and the Guarantor will cause each of Euramax U.S., Newco U.K., AFP and Newco U.K. II to provide to the Trustee such certificates and opinions with respect thereto and to their guarantees as the Trustee shall reasonably request.

SECTION 3.04

This Supplemental Indenture and each and every provision hereof shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of such State.

SECTION 3.05

In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee.

SECTION 3.06

The recitals contained herein are made by the Issuers and the Guarantor and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

SECTION 3.07

Upon the effectiveness of this Supplemental Indenture, each reference in the Indenture to "this Indenture", "hereunder", "herein", or words of like import shall mean and be a reference to such Indenture as amended hereby.

*  *  *  *

7

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written.

EURAMAX INTERNATIONAL LIMITED

 
By:

Name:

Title:

EURAMAX EUROPEAN HOLDINGS PLC

 
By:

Name:

Title:

EURAMAX EUROPEAN HOLDINGS, B.V.

 
By:

Name:

Title:

 
By:

Name:

Title:

AMERIMAX HOLDINGS, INC.

 
By:

Name:

Title:

THE CHASE MANHATTAN BANK, as Trustee

 
By:

Name:

Title:

8

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ARTICLE ONE DEFINITIONS
ARTICLE TWO AMENDMENTS
ARTICLE THREE MISCELLANEOUS

EX-4.8

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Exhibit 4.8

EFFECTIVE DECEMBER 14, 1999

AMONG

EURAMAX INTERNATIONAL LIMITED
EURAMAX EUROPEAN HOLDING LIMITED
EURAMAX EUROPEAN HOLDINGS, B.V.,
AS ISSUERS

AMERIMAX HOLDINGS, INC.,
AS GUARANTOR

–and–

THE CHASE MANHATTAN BANK,
AS TRUSTEE

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE

in respect of

EURAMAX INTERNATIONAL LIMITED,
EURAMAX EUROPEAN HOLDINGS LIMITED
EURAMAX EUROPEAN HOLDINGS, B.V.
AMERIMAX HOLDINGS, INC.

$135,000,000 11  % SENIOR SUBORDINATED NOTES DUE 2006

2

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (the "Amended Supplemental Indenture"), effective as of December 14, 1999, 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 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 11?% 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 International, Inc. ("Euramax U.S.") has been organized and interposed between Euramax and its shareholders by means of a scheme of arrangement under Section 425 of the United Kingdom Companies Act of 1985 (the "Scheme of Arrangement"); (iii) a further intermediate holding company organized under the laws of England and Wales is interposed between Euramax U.S. and Euramax; (iv) Euramax distributes to Newco U.K. (as defined below) its shares in Amerimax; (v) Amerimax transfers the shares of its subsidiary, Amerimax Fabricated Products, Inc. ("AFP") to Euramax U.S. for fair market value; and (vi) a further intermediate holding company organized under the laws of England and Wales, Broomco (1953) Limited ("Newco U.K. II") will be interposed between Euramax and Euramax, B.V.

WHEREAS, as a result of the Reorganization, (i) the following four companies have been or will be added as guarantors under the Indenture: Euramax U.S., Newco U.K., AFP, and Newco U.K. II and (ii) each new guarantee was or will be effective as soon as each of Euramax U.S., Newco U.K., AFP, and Newco U.K. II is set in place under the Reorganization, after which said company shall further evidence its guarantee of the Securities by executing a guarantee in substantially the form set forth in Exhibit A to the Indenture.

WHEREAS, the Issuers and Amerimax, when authorized by resolutions of their respective Boards of Directors, and the Trustee may amend or supplement the Indenture with the written consent of the holders of at least a majority in aggregate principal amount of the Securities issued under the Indenture.

WHEREAS, the Issuers issued a Consent Solicitation Statement dated November 4, 1999, soliciting the consent of the holders of the Securities to certain amendments to the Indenture substantially in the form set out in Article Two hereof.

WHEREAS, the Trustee is in receipt of such written consents.

WHEREAS, the Issuers, the Guarantor and the Trustee amended the Indenture pursuant to the Supplemental Indenture, dated as of November 18, 1999 (the "Supplemental Indenture"), by and among the parties hereto.

WHEREAS, Euramax U.S. intended to interpose Broomco (1868) Limited between itself and Euramax, but this did not occur as a result of clerical error by the U.K. Registrar of Companies.

WHEREAS, under the Reorganization, Broomco (1922) Limited, a company organized under the laws of England and Wales ("Newco U.K."), rather than Broomco (1868) Limited, is now to be interposed between Euramax U.S. and Euramax.

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NOW, the Issuers, the Guarantor and the Trustee deem it appropriate to hereby amend and restate the Supplemental Indenture in its entirety as follows in order to substitute Broomco (1922) Limited for Broomco (1868) Limited in the Reorganization:

ARTICLE ONE
DEFINITIONS

SECTION 1.01

Expressions defined in the Indenture shall have the same meanings when used herein save to the extent supplemented or modified hereby.

SECTION 1.02

Except as otherwise provided herein, the terms of the Indenture shall apply to this Amended Supplemental Indenture as if they were set out herein and the Indenture shall be read and construed, in relation to the Securities, as one document with this Amended Supplemental Indenture.

ARTICLE TWO
AMENDMENTS

SECTION 2.01

The definitions of the Preamble in the Indenture and Section 1.01 of the Indenture are hereby amended as follows:

(1) (1) References to the "Company" shall now be understood as references to "Euramax U.S.", except in the following definitions and sections of the Indenture, in which "the Company" shall be deleted and replaced with "Euramax":

In the third and seventh line of the preamble of the Indenture; Section 1.01 for the definitions of: "Consolidated Interest Expense"; "Corporate Trust Office of the Trustee"; "Credit Agreement" in the fifth line of the definition; "Fabricated Products Business"; "Offer to Purchase"; and "Restricted Subsidiary" in part (ii) of the definition;

Section 2.03;
Section 2.04;
Section 2.05;
Section 2.06(a), 2.06(b) subsection (iii)(C) and 2.06(i) subsections (ii) and (iii);
Section 2.07;
Section 2.12;
Section 2.13;
Section 3.01;
Section 3.03;
Section 3.07;
Section 4.02;
Section 4.05(b) and (c);
Section 4.09;
Section 6.04;
Section 7.01(e);
Section 7.07;
Section 8.06;
Section 8.15;
Section 9.01;
Section 10.02;

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Section 10.04;
Section 12.06;
Section 13.02; and
Section 13.04.

(2) In addition, the phrase "Euramax or" should be added immediately before the term "the Company" in the following sections:

(a) In the following definitions in Section 1.01 of the Indenture:

"Company Request";
"Credit Agreement" in the twenty fifth line of the definition;
"Designated Senior Debt";
"Opinion of Counsel"; and
"Unrestricted Subsidiary" in the second line of the definition.

(b) In Section 6.01(8) of the Indenture; and

(c) In Section 6.01(9) of the Indenture.

(3) The word "Issuers" or "Issuer" shall be deleted and replaced with "Company" preceded by the appropriate word in the negative form where applicable and followed with the appropriate word in singular form where applicable, in the following cases:

Section 4.03;
Section 4.04, except in subsection (viii);
Section 4.05, except in the last paragraph of Section 4.05(a), (the word "Company" to the extent replacing the word "Issuers" in Section 4.05, to mean "Euramax");
Section 4.06;
Section 4.07, except in the eleventh line thereof;
Section 4.08;
Section 4.09;
Section 4.10;
Section 4.16;
Section 4.17;
Section 4.18, except in the third line (to the extent relating to property or assets owned on the Issue Date);
Section 5.01, except in clause (ii)(a) and (iii) thereof; and
Section 5.02.

(2) The following new definitions should be added in Section 1.01 of the Indenture:

"AFP" means Amerimax Fabricated Products Inc., a company incorporated in Delaware."

"Amerimax" means Amerimax Holdings Inc., a company incorporated in Delaware."

"Euramax" means Euramax International Limited, a company incorporated in England and Wales and formerly known as Euramax International plc."

"Euramax U.S." or the "Company" means Euramax International, Inc., a company incorporated in Delaware."

"Newco U.K." means Broomco (1922) Limited, a company incorporated under the laws of England and Wales which will be the direct parent of Euramax at the end of the Reorganization."

"Newco U.K. II" means Broomco (1953) Limited, a company incorporated under the laws of England and Wales which will be the direct parent of Euramax, B.V. at the end of the Reorganization."

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"Reorganization" has the meaning set forth in the preamble of the Amended Supplemental Indenture, dated as of November 18, 1999."

"Scheme of Arrangement" has the meaning set forth in the preamble of the Amended Supplemental Indenture, dated as of November 18, 1999."

(3) The definition of "Continuing Director" shall be deleted and replaced with the following:

"Continuing Director" means a director who either was a member of the Board of Directors of Euramax on the Issue Date or who became a director of Euramax or of the Company subsequent to the Issue Date and whose election, or nomination for election by the stockholders of Euramax or by the stockholders of the Company, was duly approved by a majority of the Continuing Directors then on the Board of Directors of Euramax or of the Company, either by a specific vote or by approval of the proxy statement issued by Euramax or by the Company on behalf of the entire Board of Directors of Euramax or of the Company in which such individual is named as nominee for director."

(4) (1) The definition of "Guarantor" in Section 1.01 of the Indenture shall be deleted and replaced with the following:

"Guarantors" means (i) Amerimax, (ii) Euramax U.S., (iii) Newco U.K., (iv) Newco U.K. II and (v) AFP."

(2) References to the "Guarantor" in the Indenture shall be understood as references to the "Guarantors" as newly defined, to each individually and to all in the aggregate, and the former use of the singular form shall be replaced by the plural form wherever appropriate. The obligations of the Guarantors hereunder shall be joint and several.

(3) In the following cases, however, the word "the Guarantor" shall be deleted and replaced with "Amerimax":

Section 1.01 for the definition of the "Credit Agreement"; and Section 11.04.

(5) (1) The definition of "Guarantee" in Section 1.01 of the Indenture shall be deleted and replaced with the following:

"Guarantees" means the guarantees of the Securities by the Guarantors under this Indenture."

(2) References to the "Guarantee" in the Indenture shall be understood as references to the "Guarantees" as newly defined, and the former use of the singular form shall be replaced by the plural form wherever appropriate.

SECTION 2.02

(1) The term "Subsidiaries" in Section 2.04 of the Indenture shall be deleted and replaced with "Affiliates".

(2) The second paragraph of Section 4.03 of the Indenture is hereby amended by (i) deleting the word "and" immediately preceding clause (iv), and (ii) adding thereto, immediately after the end of clause (iv) thereof, the phrase "and (v) the cancellation of shares in Euramax and the interposition of Euramax U.S. between Euramax and its shareholders, pursuant to the Scheme of Arrangement".

(3) The first sentence of the second paragraph in Section 4.06 of the Indenture is hereby amended by (i) deleting the word "and" immediately preceding clause (x) thereof, and (ii) adding immediately after the end of clause (x) thereof, the phrase "and (xi) the cancellation of shares in Euramax and the interposition of Euramax U.S. between Euramax and its shareholders, pursuant to the Scheme of Arrangement".

(4) (1) The first sentence of Section 5.01 of the Indenture is hereby amended by adding in clause (ii)(b) thereof after the words "involved the Guarantor", the phrase "or all or substantially all of the Company?s assets were sold, assigned, leased, conveyed or otherwise disposed of".

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(2) The following phrase in the parenthetical in Section 5.01(iii) shall be deleted: "other than the Company".

(3) The following sentence shall be added at the end of Section 5.01 of the Indenture: "The provisions of this Section 5.01 shall not be applicable to any of the events contemplated by the Reorganization."

ARTICLE THREE
MISCELLANEOUS

SECTION 3.01

The parties may sign any number of copies of this Amended Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 3.02

This Amended Supplemental Indenture shall come into effect after the Scheme of Arrangement becomes effective. Euramax shall give prompt written notice to the Trustee of such effectiveness and of the effectiveness of the Reorganization.

SECTION 3.03

Concurrently with the execution by each of Euramax U.S., Newco U.K., AFP and Newco U.K. II of their respective guarantee, the Issuers and the Guarantor will cause each of Euramax U.S., Newco U.K., AFP and Newco U.K. II to provide to the Trustee such certificates and opinions with respect thereto and to their guarantees as the Trustee shall reasonably request.

SECTION 3.04

This Amended Supplemental Indenture and each and every provision hereof shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of such State.

SECTION 3.05

In entering into this Amended Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee.

SECTION 3.06

The recitals contained herein are made by the Issuers and the Guarantor and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Amended Supplemental Indenture.

SECTION 3.07

Upon the effectiveness of this Amended Supplemental Indenture, each reference in the Indenture to "this Indenture", "hereunder", "herein", or words of like import shall mean and be a reference to such Indenture as amended hereby.

*  *  *  *

7

IN WITNESS WHEREOF, the parties hereto have caused this Amended Supplemental Indenture to be duly effective as of the date first written.

EURAMAX INTERNATIONAL LIMITED

 
By:

Name:

Title:

EURAMAX EUROPEAN HOLDINGS LIMITED

 
By:

Name:

Title:

EURAMAX EUROPEAN HOLDINGS, B.V.

 
By:

Name:

Title:

 
By:

Name:

Title:

AMERIMAX HOLDINGS, INC.

 
By:

Name:

Title:

THE CHASE MANHATTAN BANK, as Trustee

 
By:

Name:

Title:

8

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ARTICLE ONE DEFINITIONS
ARTICLE TWO AMENDMENTS
ARTICLE THREE MISCELLANEOUS

EX-10.29

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Exhibit 10.29

AMENDMENT, dated as of December 8, 1999 (this "Amendment"), among Euramax International Limited (formerly Euramax International plc), a company organized under the laws of England and Wales ("Euramax"), the other Loan Parties referred to below the requisite majority of the Lenders, the Swing Loan Lender and the Issuer referred to below and Paribas (formerly, Banque Paribas), as agent (in such capacity, the "Agent") for said Lenders, the Swing Loan Lender and the Issuer, to (a) 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, the other Loan Parties party thereto, the financial institutions party thereto, as lenders (the "Lenders"), the Swing Loan Lender and the Issuer referred to therein and the Agent, and (b) the other Loan Documents referred to below.

W I T N E S S E T H:

WHEREAS, Euramax is currently organized under the laws of England and Wales; and

WHEREAS, Euramax and certain other Loan Parties propose to undergo a restructuring (the "Proposed Euramax Restructuring"), resulting in, inter alia, Euramax becoming an indirect wholly owned subsidiary of a newly formed Delaware corporation, Euramax International, Inc. ("Euramax U.S."), pursuant to which, without limitation, (a) Euramax has been re-registered as a private limited company under the U.K. Companies Act of 1985 (the "Act"); (b) each ordinary share and preference share of Euramax currently outstanding will be exchanged for a number of shares of common stock of Euramax U.S., with Euramax to become a wholly-owned subsidiary of Euramax U.S., all in accordance with Section 425 of the Act ("Restructuring Step 1"); (c) Euramax U.S. will transfer all of the Stock of Euramax it owns to Euramax International Holdings Limited, a newly created company organized under the laws of England and Wales ("Newco U.K."), in exchange for all of the outstanding shares of Newco U.K. ("Restructuring Step 2"); (d) Euramax will transfer by way of a contribution all of the Stock of Dutch Holdings it owns to Euramax Continental Limited, a newly created wholly owned Subsidiary of Euramax organized under the laws of England and Wales ("Newco U.K. II"), ("Restructuring Step 3"); (e) Euramax will transfer to Newco U.K. by way of a distribution all of the Stock of U.S. Holdings it owns, such distribution being paid under a group income election to be filed  by Euramax to include Newco U.K. in the wider group ("Restructuring Step 4"); (f) Newco U.K. will register as a Delaware corporation to become a dual incorporated company; (g) U.S. Holdings will transfer to Euramax U.S. all of the Stock of U.S. Operating Co. it owns for Fair Market Value; (h) U.S. Holdings may move its place of central management and control from the United States to the United Kingdom and a group income election will be filed by Euramax to include U.S. Holdings in the wider group (subclauses (f) through (h) being "Restructuring Step 5");

WHEREAS, Color Clad proposes to transfer all of its assets and liabilities to Coated Products U.K. and, promptly following such transfer, Color Clad will be liquidated (the "Color Clad Merger").

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

SECTION 1.  Amendments to the Credit Agreement.  Subject to the satisfaction of the conditions precedent set forth in Section 3, the Credit Agreement is hereby amended as follows; provided that none of the amendments applicable to Restructuring Step 2, Restructuring Step 3, Restructuring Step 4 or Restructuring Step 5 shall be effective until (a) each of the Euramax Restructuring Conditions applicable to such step

1

of the Proposed Euramax Restructuring have been satisfied and (b) each of the Euramax Restructuring Conditions for each prior step of the Proposed Euramax Restructuring have been satisfied:

1.1.  Amendments to Section 1.1.  (a) Section 1.1 thereof is amended by adding thereto, in the appropriate alphabetical order, the following new definitions:

"Color Clad Merger' has the meaning specified in the December 1999 Amendment."

"Euramax Restructuring Conditions' means, with respect to the Proposed Euramax Restructuring, each of the Restructuring Step 2 Conditions, the Restructuring Step 3 Conditions, the Restructuring Step 4 Conditions and the Restructuring Step 5 Conditions."

"Euramax U.S.' has the meaning specified in the December 1999 Amendment."

"Euramax U.S. Guaranty' means the Guaranty, in substantially the form of Exhibit H-1 hereto, made by Euramax U.S. in favor of the Guarantied Parties, as such Guaranty may be further amended, supplemented or otherwise modified from time to time, pursuant to which Euramax U.S. unconditionally guaranties its Guarantied Obligations."

"Euramax U.S. Pledge Agreement (U.K.)' means the Legal Mortgage of Shares executed by Euramax U.S., as such agreement may be further amended, supplemented or otherwise modified from time to time, pursuant to which Euramax U.S. pledges to the U.K. Trustee, for the ratable benefit of the Secured Parties, the Collateral covered thereby, including the Stock of Euramax and/or Newco U.K. to secure the Guarantied Obligations of Euramax U.S., provided that only 65% of the Stock of Euramax and/or Newco U.K. shall secure the Excluded U.S. Liabilities."

"Euramax U.S. Pledge Agreement (U.S.)' means the Pledge Agreement, in substantially the form of Exhibit I-1 hereto, executed by Euramax U.S., as such agreement may be further amended, supplemented or otherwise modified from time to time pursuant to which Euramax U.S. pledges to the Agent, for the ratable benefit of the Secured Parties, the Collateral covered thereby, including the Stock of U.S. Operating Co., to secure the Guarantied Obligations of Euramax U.S."

"Newco U.K.' has the meaning specified in the December 1999 Amendment."

"Newco U.K. II' has the meaning specified in the December 1999 Amendment."

"Newco U.K. Guaranty' means the Guaranty made by Newco U.K. in favor of the Guaranteed Parties, as such Guaranty may be further amended, supplemented or otherwise modified from time to time, pursuant to which Newco U.K. unconditionally guaranties its Guarantied Obligations."

"Newco U.K. II Guaranty' means the Guaranty made by Newco U.K. II in favor of the Guarantied Parties, as such Guaranty may be further amended, supplemented or otherwise modified from time to time, pursuant to which Newco U.K. II unconditionally guaranties its Guarantied Obligations."

"Newco U.K. Pledge Agreement (U.K.)' means the Legal Mortgage of Shares executed by Newco U.K., as such agreement may be further amended, supplemented or otherwise modified from time to time, pursuant to which Newco U.K. will pledge to the U.K. Trustee, for the ratable benefit of the Secured Parties, the Collateral covered thereby, including, upon and after the consummation of Restructuring Step 2, the Stock of Euramax, to secure the Guaranteed Obligations of Newco U.K., provided that only 65% of the Stock of Euramax shall secure the Excluded U.S. Liabilities."

"Newco U.K. Pledge Agreement (U.S.)' means the Pledge Agreement executed by Newco U.K., as such agreement may be further amended, supplemented or otherwise modified from time to time."

"Newco U.K. II Pledge Agreement' means the Deed of Pledge executed by Newco U.K. II, as such agreement may be further amended, supplemented or otherwise modified from time to time, pursuant to which Newco U.K. II will pledge to the Agent, for the ratable benefit of the Secured Parties, the Collateral

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covered thereby, including the Stock of Dutch Holdings to secure the Guarantied Obligations of Newco U.K. II, provided that only 65% of the Stock of Dutch Holdings shall secure the Excluded U.S. Liabilities."

"December 1999 Amendment' means the Amendment, dated as of December  , 1999, among the Loan Parties, the Majority Lenders, the Swing Loan Lender and the Agent, to this Agreement and the Loan Documents referred to therein."

"Permitted Euramax Restructuring' means the Proposed Euramax Restructuring provided that each of the Restructuring Step 2 Conditions, the Restructuring Step 3 Conditions, the Restructuring Step 4 Conditions and/or the Restructuring Step 5 Conditions."

"Proposed Euramax Restructuring' has the meaning specified in the December 1999 Amendment."

"Restructuring Step 1' has the meaning specified in the December 1999 Amendment."

"Restructuring Step 2' has the meaning specified in the December 1999 Amendment."

"Restructuring Step 2 Conditions' means, with respect to Restructuring Step 2, each of the following conditions precedent:

(a) Each of the statements set forth in Section 3.1(s) (other than clause (ii) thereof) shall be true and correct with respect to Restructuring Step 1 and Restructuring Step 2, with references therein (i) to the "Existing Loans and Loans being made on the Effective Date' to be deemed to be references to all outstanding Loans, (ii) to the "Effective Date' to be deemed to be references to the date of consummation of Restructuring Step 2 (the "Restructuring Step 2 Consummation Date' thereof), (iii) to the "Fabral Purchase Documents', the "Fabral Purchase Agreement' or to a "Related Document' to be deemed to be references to the Related Documents with respect to both Restructuring Step 1 and Restructuring Step 2, (iv) to the "Transactions' or to the "Fabral Purchase' to be deemed to be references to both Restructuring Step 1 and Restructuring Step 2, (v) to "Fabral Holdings' and/or "Fabral, Inc.' to be deemed to be references to both Restructuring Step 1 and Restructuring Step 2;

(b) The Agent shall have received (in sufficient copies for each Lender) on or prior to the Restructuring Step 2 Consummation Date, (i) from Euramax U.S. (A) a supplement to this Agreement in form and substance satisfactory to the Agent, pursuant to which Euramax U.S. shall agree to be bound by the terms of, and for all purposes be, a Loan Party under and party to this Agreement, and shall agree to all other matters set forth therein, (B) the Euramax U.S. Pledge Agreement (U.K.) granting to the U.K. Trustee a first priority security interest in the Stock of Euramax as security for the Obligations, together with the certificates representing such Stock and stock transfer forms transferring such Stock to the U.K. Trustee and (C) the Euramax U.S. Guaranty pursuant to which Euramax U.S. unconditionally guaranties its Guarantied Obligations; (ii) evidence that there are no prior Liens or charges on any above-referenced assets except as permitted by Section 7.1(a) and that there are no prior Liens or charges on any above-referenced Stock; (iii) evidence of completion of all recordings and other filings in all jurisdictions, as may be necessary or, in the opinion of the Agent, desirable to perfect the Liens created by the Collateral Documents to be executed pursuant to this subsection (b); (iv) a letter, dated the Restructuring Step 2 Consummation Date, from the Process Agent, in substantially the form of Exhibit O, agreeing to act as Process Agent for Euramax U.S.; and (v) such financial and other information regarding Euramax U.S. as the Agent or any Lender shall reasonably request; and

(c) The Agent shall have received (in sufficient copies for each Lender) on or prior to the Restructuring Step 2 Consummation Date, (i) from Newco U.K. (A) a supplement to this Agreement in form and substance satisfactory to the Agent, pursuant to which Newco U.K. shall agree to be bound by the terms of, and for all purposes be, a Loan Party under and party to this Agreement and shall agree to all other matters set forth therein, (B) the Newco U.K. Pledge Agreement (U.K.) granting to the U.K. Trustee a first priority security interest in the Stock of Euramax as security for the Obligations, together with the certificates representing such Stock and stock transfer forms transferring such Stock to the U.K. Trustee,

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(C) the Newco U.K. Guaranty pursuant to which Newco U.K. unconditionally guaranties its Guarantied Obligations and (D) the Newco U.K. U.K. Debenture executed by Newco U.K. granting a Lien to the U.K. Trustee over all of the assets of Newco U.K.; (ii) from Euramax U.S., the certificates representing all of the Stock of Newco U.K. together with stock transfer forms transferring such Stock to the U.K. Trustee, as required pursuant to the Euramax U.S. Pledge Agreement (U.K.) (iii) evidence that there are no prior Liens or charges on any above-referenced assets except as permitted by Section 7.1(a) and that there are no prior Liens or charges on any above-referenced Stock; (iv) evidence of completion of all recordings and other filings in all jurisdictions, as may be necessary or, in the opinion of the Agent, desirable to perfect the Liens created by the Collateral Documents to be executed pursuant to this subsection (c); (v) evidence of satisfactory insurance coverage as to the assets of Euramax U.S. and Newco U.K. and compliance with all provisions of the Loan Documents with respect to such insurance; (vi) satisfactory opinions of independent counsel to the Loan Parties, each dated the Restructuring Step 2 Consummation Date; (vii) from each of Euramax U.S. and Newco U.K., the documents referred to in Sections 3.1(b) and (c) required to be delivered by a Loan Party, dated the Restructuring Step 2 Consummation Date and with references therein to (A) the "Fabral Purchase Document' or to the "Related Documents' to be deemed to be references to the Related Documents entered into in connection with both Restructuring Step 1 and Restructuring Step 2, (B) the "Transactions' to be deemed to be references to both Restructuring Step 1 and Restructuring Step 2, (C) the "Effective Date' to be deemed to be references to the Restructuring Step 2 Consummation Date and (D) the "Loan Documents' to be deemed to be references to the Loan Documents to be delivered, pursuant to this subsection (c), on the Restructuring Step 2 Consummation Date; (viii) a letter, dated the Restructuring Step 2 Consummation Date, from Euramax agreeing to act as process agent for Euramax U.S. in the United Kingdom; (ix) a letter, dated the Restructuring Step 2 Consummation Date, from the Process Agent, in substantially the form of Exhibit O, agreeing to act as Process Agent for Newco U.K.; and (x) such financial and other information regarding Newco U.K. as the Agent or any Lender shall reasonably request;

(d) On or prior to the Restructuring Step 2 Consummation Date, the parties hereto shall have taken all necessary actions to release the pledge of Euramax Stock held by Euramax U.S. pursuant to the terms of the Euramax U.S. Pledge Agreement (U.K.); provided that concurrent therewith Newco U.K. grants a pledge in such Euramax Stock to the U.K. Trustee pursuant to the terms of the Newco U.K. Pledge Agreement (U.K.); and

(e) Each document relating to both Restructuring Step 1 and Restructuring Step 2 shall be satisfactory in form and substance to the Agent and the Majority Lenders in their sole judgment exercised reasonably."

"Restructuring Step 3' has the meaning specified in the December 1999 Amendment."

"Restructuring Step 3 Conditions' means, with respect to Restructuring Step 3, each of the Restructuring Step 2 Conditions and each of the following conditions precedent:

(a) Each of the statements set forth in Section 3.1(s) (other than clause (ii) thereof) shall be true and correct with respect to Restructuring Step 3, with references therein (i) to the "Existing Loans and Loans being made on the Effective Date' to be deemed to be references to all outstanding Loans, (ii) to the "Effective Date' to be deemed to be references to the date of consummation of Restructuring Step 3 (the "Restructuring Step 3 Consummation Date' thereof), (iii) to the "Fabral Purchase Documents', the "Fabral Purchase Agreement' or to a "Related Document' to be deemed to be references to the Related Documents with respect to Restructuring Step 3, (iv) to the "Transactions' or to the "Fabral Purchase' to be deemed to be references to Restructuring Step 3, (v) to "Fabral Holdings' and/or "Fabral, Inc.' to be deemed to be references to Restructuring Step 3;

(b) The Agent shall have received (in sufficient copies for each Lender) on or prior to the Restructuring Step 3 Consummation Date, (i) from Newco U.K. II (A) a supplement to this Agreement in form and substance satisfactory to the Agent, pursuant to which Newco U.K. II shall agree to be bound by the terms of, and for all purposes be, a Loan Party under and party to, this Agreement, and shall agree to all other

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matters set forth therein, (B) the Newco U.K. II Pledge Agreement granting to the Agent a first priority security interest in the Stock of Dutch Holdings as security for the Obligations, (C) the Newco U.K. II Guaranty pursuant to which Newco U.K. II unconditionally guaranties its Guarantied Obligations and (D) the Newco U.K. II U.K. Debenture executed by Newco U.K. II granting a Lien to the U.K. Trustee over all of the assets of Newco U.K. II; (ii) from Euramax, the certificates representing all of the Stock of Newco U.K. II together with stock transfer forms transferring such Stock to the U.K. Trustee, as required pursuant to the Euramax Stock (U.K.) Pledge Agreement; (iii) evidence that there are no prior Liens or charges on any above-referenced assets except as permitted by Section 7.1(a) and that there are no prior Liens or charges on any above-referenced Stock; (iv) evidence of completion of all recordings and other filings in all jurisdictions, as may be necessary or, in the opinion of the Agent, desirable to perfect the Liens created by the Collateral Documents to be executed pursuant to this subsection (b); (v) evidence of satisfactory insurance coverage as to the assets of Newco U.K. II and compliance with all provisions of the Loan Documents with respect to such insurance; (vi) satisfactory opinions of independent counsel to the Loan Parties, each dated the Restructuring Step 3 Consummation Date; (vii) from Newco U.K. II, the documents referred to in Sections 3.1(b) and (c) required to be delivered by a Loan Party, dated the Restructuring Step 3 Consummation Date and with references therein to (A) the "Fabral Purchase Document' or to the "Related Documents' to be deemed to be references to the Related Documents entered into in connection with Restructuring Step 3, (B) the "Transactions' to be deemed to be references to Restructuring Step 3, (C) the "Effective Date' to be deemed to be references to the Restructuring Step 3 Consummation Date and (D) the "Loan Documents' to be deemed to be references to the Loan Documents to be delivered, pursuant to this subsection (b), on the Restructuring Step 3 Consummation Date; (viii) a letter, dated the Restructuring Step 3 Consummation Date, from Dutch Holdings, in which it agrees to act as process agent for Newco U.K. II in the Netherlands; (ix) a letter, dated the Restructuring Step 3 Consummation Date, from the Process Agent, in substantially the form of Exhibit O, agreeing to act as Process Agent for Newco U.K. II; and (x) such financial and other information regarding Newco U.K. II as the Agent or any Lender shall reasonably request;

(c) On or prior to the Restructuring Step 3 Consummation Date, the parties hereto shall have taken all necessary actions to release the pledge of Dutch Holdings Stock by Euramax pursuant to the terms of the Euramax Deed of Pledge and any other Deed of Pledge executed by Euramax in connection with the pledge of Dutch Holdings stock by Euramax; provided that concurrent therewith (x) Newco U.K. II grants a pledge in such Dutch Holdings Stock pursuant to the terms of the Newco U.K. II Pledge Agreement and (y) Euramax perfects the pledge over the Newco U.K. II Stock granted pursuant to the Euramax Stock (U.S.) and Debt Pledge Agreement; and

(d) Each document relating to Restructuring Step 3 shall be satisfactory in form and substance to the Agent and the Majority Lenders in their sole judgment exercised reasonably."

"Restructuring Step 4' has the meaning specified in the December 1999 Amendment."

"Restructuring Step 4 Conditions' means, with respect to Restructuring Step 3, each of the Restructuring Step 2 Conditions and the Restructuring Step 3 Conditions and each of the following conditions precedent:

(a) Each of the statements set forth in Section 3.1(s) (other than clause (ii) thereof) shall be true and correct with respect to Restructuring Step 4, with references therein (i) to the "Existing Loans and Loans being made on the Effective Date' to be deemed to be references to all outstanding Loans, (ii) to the "Effective Date' to be deemed to be references to the date of consummation of Restructuring Step 4 (the "Restructuring Step 4 Consummation Date' thereof), (iii) to the "Fabral Purchase Documents', the "Fabral Purchase Agreement' or to a "Related Document' to be deemed to be references to the Related Documents with respect to Restructuring Step 4, (iv) to the "Transactions' or to the "Fabral Purchase' to be deemed to be references to Restructuring Step 4, (v) to "Fabral Holdings' and/or "Fabral, Inc.' to be deemed to be references to Restructuring Step 4;

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(b) The Agent shall have received (in sufficient copies for each Lender) on or prior to the Restructuring Step 4 Consummation Date, (i) from Newco U.K., the Newco U.K. Pledge Agreement (U.S.) granting to the Agent a first priority security interest in the Stock of U.S. Holding Co. as security for the Obligations, together with the certificates representing such Stock and undated stock powers therefor; (ii) evidence that there are no prior Liens or charges on any above-referenced assets except as permitted by Section 7.1(a) and that there are no prior Liens or charges on any above-referenced Stock; (iii) evidence of completion of all recordings and other filings in all jurisdictions, as may be necessary or, in the opinion of the Agent, desirable to perfect the Liens created by the Collateral Documents to be executed pursuant to this subsection (b); (iv) satisfactory opinions of independent counsel to the Loan Parties, each dated the Restructuring Step 4 Consummation Date; (v) from Newco U.K., the documents referred to in Sections 3.1(b) and (c) required to be delivered by a Loan Party, dated the Restructuring Step 4 Consummation Date and with references therein to (A) the "Fabral Purchase Document' or to the "Related Documents' to be deemed to be references to the Related Documents entered into in connection with Restructuring Step 4, (B) the "Transactions' to be deemed to be references to Restructuring Step 4, (C) the "Effective Date' to be deemed to be references to the Restructuring Step 4 Consummation Date and (D) the "Loan Documents' to be deemed to be references to the Loan Documents to be delivered, pursuant to this subsection (b), on the Restructuring Step 4 Consummation Date; and (vi) such financial and other information regarding Newco U.K. as the Agent or any Lender shall reasonably request;

(c) On or prior to the Restructuring Step 4 Consummation Date, the parties hereto shall have taken all necessary actions to release the pledge of U.S. Holdings Stock to the Agent by Euramax pursuant to the terms of the Euramax Stock (U.S.) and Debt Pledge Agreement; provided that concurrent therewith Newco U.K. grants a pledge in such U.S. Holdings Stock pursuant to the terms of the Newco U.K. Pledge Agreement (U.S.); and

(d) Each document relating to Restructuring Step 4 shall be satisfactory in form and substance to the Agent and the Majority Lenders in their sole judgment exercised reasonably."

"Restructuring Step 5' has the meaning specified in the December 1999 Amendment."

"Restructuring Step 5 Conditions' means, with respect to Restructuring Step 5, each of the Restructuring Step 2 Conditions, the Restructuring Step 3 Conditions and the Restructuring Step 4 Conditions and each of the following conditions precedent:

(a) Each of the statements set forth in Section 3.1(s) (other than clause (ii) thereof) shall be true and correct with respect to Restructuring Step 5, with references therein (i) to the "Existing Loans and Loans being made on the Effective Date' to be deemed to be references to all outstanding Loans, (ii) to the "Effective Date' to be deemed to be references to the date of consummation of Restructuring Step 5 (the "Restructuring Step 5 Consummation Date' thereof), (iii) to the "Fabral Purchase Documents', the "Fabral Purchase Agreement' or to a "Related Document' to be deemed to be references to the Related Documents with respect to Restructuring Step 5, (iv) to the "Transactions' or to the "Fabral Purchase' to be deemed to be references to Restructuring Step 5, (v) to "Fabral Holdings' and/or "Fabral, Inc.' to be deemed to be references to Restructuring Step 5;

(b) The Agent shall have received (in sufficient copies for each Lender) on or prior to the Restructuring Step 5 Consummation Date (i) from Euramax U.S., the Euramax U.S. Pledge Agreement (U.S.) granting to the Agent a first priority security interest in the Stock of U.S. Operating Co. as security for the Obligations, together with the certificates representing such Stock and undated stock powers therefor; (ii) evidence that there are no prior Liens or charges on any above-referenced assets except as permitted by Section 7.1(a) and that there are no prior Liens or charges on any above-referenced Stock; (iii) evidence of completion of all recordings and other filings in all jurisdictions (including of instruments to be filed with respect to Intellectual Property Collateral), as may be necessary or, in the opinion of the Agent, desirable to perfect the Liens created by the Collateral Documents to be executed pursuant to this subsection (b); (iv) satisfactory opinions of independent counsel to the Loan Parties, each dated the

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Restructuring Step 5 Consummation Date; (v) from Euramax U.S., the documents referred to in Sections 3.1(b) and (c) required to be delivered by a Loan Party, dated the Restructuring Step 5 Consummation Date and with references therein to (A) the "Fabral Purchase Document' or to the "Related Documents' to be deemed to be references to the Related Documents entered into in connection with Restructuring Step 5, (B) the "Transactions' to be deemed to be references to Restructuring Step 5, (C) the "Effective Date' to be deemed to be references to the Restructuring Step 5 Consummation Date and (D) the "Loan Documents' to be deemed to be references to the Loan Documents to be delivered, pursuant to this subsection (b), on the Restructuring Step 5 Consummation Date; and (vi) such financial and other information regarding Euramax U.S. as the Agent or any Lender shall reasonably request;

(c) On or prior to the Restructuring Step 5 Consummation Date, the parties hereto shall have taken all necessary actions to release the pledge of U.S. Operating Co. Stock pursuant to the terms of the Euramax Stock (U.S.) and Debt Pledge Agreement; provided that concurrent therewith Euramax U.S. grants a pledge in such U.S. Operating Co. Stock pursuant to the terms of the Euramax U.S. Pledge Agreement (U.S.); and

(d) Each document relating to Restructuring Step 5 shall be satisfactory in form and substance to the Agent and the Majority Lenders in their sole judgment exercised reasonably."

(b) Section 1.1 thereof is further amended as follows:

(i) The definition of "Change of Control" is amended by deleting each reference to "Euramax" and replacing it with "Euramax U.S."

(ii) The definition of "Domestic Collateral Documents" is amended by (x) adding thereto, immediately preceding the phrase "the Domestic Security Agreements" therein, the phrase "(i)" and (y) adding to the end of such phrase the following:

"; and (ii) upon and after the consummation of Restructuring Step 5, the Euramax U.S. Pledge Agreement (U.S.), governed by the laws of a state within the United States of America, and any other document executed by Euramax U.S. or a Domestic Subsidiary thereof and governed by the laws of a state within the United States of America pursuant to which Euramax U.S. or such Subsidiary shall pledge, mortgage or grant any Lien to secure any of the Obligations or any of its Guarantied Obligations, as such other document may be amended, supplemented or otherwise modified from time to time".

(iii) The definition of "Domestic Guaranties" is amended by adding thereto, immediately after the phrase "the U.S. Operating Co. Guaranty" therein, the phrase ", the Euramax U.S. Guaranty (upon and after the consummation of Restructuring Step 1)".

(iv) The definition of "Domestic Loan Party" is amended by adding thereto, immediately after the phrase "Domestic Subsidiary of U.S. Holdings" therein, the phrase "and upon and after the consummation of Restructuring Step 1, Euramax U.S. and each Domestic Subsidiary of Euramax U.S.,".

(v) The definition of "Dutch Collateral Documents is hereby amended by adding the phrase ", the Newco U.K. II Pledge Agreement" immediately after the phrase "the Dutch Operating Co. Pledge Agreement".

(vi) The definition of "Foreign Loan Party" is amended by deleting the phrase "Euramax" immediately after the phrase "and each other direct or indirect Subsidiary of" and replacing it with "Euramax U.S.".

(vii) The definition of "Foreign Collateral Documents" is amended by deleting the phrase "Euramax" and replacing it with "Euramax U.S.".

(viii) The definition of "Guarantied Obligations" is amended by (a) adding the phrase "Euramax U.S.," immediately before the phrase "as to Euramax" and before the phrase "made by Euramax" in subsection (a) of such definition and (b) adding the phrase "Newco U.K., Newco U.K. II and" immediately before the phrase "U.K. Holdings" in subsection (b) of such definition.

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(ix) The definition of "Pledge Agreements" is amended by (a) adding thereto, immediately after the phrase "Fabral Holdings Pledge Agreement" therein, the phrase ", Euramax U.S. Pledge Agreement (U.K.) (upon and after the consummation of Restructuring Step 1), Euramax U.S. Pledge Agreement (U.S.) (upon and after the consummation of Restructuring Step 5), Newco U.K. Pledge Agreement (U.K.) (upon and after the consummation of Restructuring Step 2), Newco U.K. Pledge Agreement (U.S.) (upon and after the consummation of Restructuring Step 4), Newco U.K. II Pledge Agreement (upon and after the consummation of Restructuring Step 3)" and (b) deleting the reference to "Euramax or any Subsidiary of Euramax" therein and substituting in lieu thereof the phrase "Euramax U.S. or any Subsidiary of Euramax U.S.".

(x) The definition of "Proposed Merger" is amended by (A) deleting the word "or" immediately before the phrase "(e)" and (B) adding the phrase ", or (f) the Color Clad Merger" immediately after the phrase "all assets and liabilities of Ellbee Ltd.".

(xi) The definition of "U.K. Collateral Documents" is amended by adding the phrase ", the Euramax U.S. Pledge Agreement (U.K.), the Newco U.K. Pledge Agreement (U.K.)" immediately after the phrase "U.K. Operating Co. Pledge Agreement".

(xii) The definition of "U.K. Debentures" is amended by (i) adding the phrase "or Newco U.K. or Newco U.K. II" immediately before the phrase "each and form and substance", (ii) adding the phrase "or Newco U.K. or Newco U.K. II" immediately before the phrase "shall grant a Lien", (iii) adding the phrase "or Newco U.K. or Newco U.K. II" immediately before the phrase "to secure, in the case of the U.K. Operating Co." and (iv) adding the phrase "or Newco U.K. or Newco U.K. II" immediately before the phrase "its Guarantied Obligations, as any such".

(xiii) The definition of "U.K. Guaranties" is amended by adding the phrase "Newco U.K. Guaranty, the Newco U.K. II Guaranty" immediately after the phrase "the U.K. Operating Co. Guaranty".

1.2.  Amendment to Section 6.5.  Section 6.5 thereof is amended by adding to the end thereof the phrase "or pursuant to any step of the Permitted Euramax Restructuring, provided that the applicable Euramax Restructuring Conditions for such step have been satisfied".

1.3.  Amendments to Section 6.11.  (a) Section 6.11(a), (b) and (c) thereof is amended by (i) deleting in each instance that they occur the phrases "each of Euramax and its Subsidiaries, U.S. Holdings and its Subsidiaries, U.K. Holdings and its Subsidiaries and Dutch Holdings and its Subsidiaries" and "Euramax and its Subsidiaries, U.S. Holdings and its Subsidiaries, U.K. Holdings and its Subsidiaries and Dutch Holdings and its Subsidiaries" and replacing them with the phrase "Euramax U.S. and its Subsidiaries", (ii) deleting in each instance that it occurs the phrase "each of Euramax, U.S. Holdings, U.K. Holdings and Dutch Holdings, respectively," and replacing it with the phrase "Euramax U.S." and (iii) deleting in each instance that is occurs the phrase "Euramax, U.S. Holdings, U.K. Holdings or Dutch Holdings, as applicable," and replacing it with the phrase "Euramax U.S.".

(b) Section 6.11(c) thereof is further amended by deleting the phrase "Euramax's compliance with all financial covenants" and replacing it with the phrase "Euramax U.S.'s compliance with all financial covenants".

(c) Section 6.11(d) thereof is amended by (i) deleting in each instance that it occurs the phrase "Euramax, U.S. Holdings, U.K. Holdings or Dutch Holdings" and replacing it with the phrase "Euramax U.S." and (ii) deleting the phrase "Euramax or any of its Subsidiaries, U.S. Holdings and its Subsidiaries, U.K. Holdings and its Subsidiaries or Dutch Holdings and its Subsidiaries" and replacing it with the phrase "Euramax U.S. or any of its Subsidiaries".

1.4.  Amendments to Section 7.2(a).  (a) Section 7.2(a)(ix) thereof is amended by (i) adding thereto, after the phrase "U.S. Holdings", the phrase ", Euramax U.S., Newco U.K., Newco U.K. II and U.S. Operating Co." and (ii) deleting the phrase "guaranty" and replacing it with the phrase "guaranties".

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(b) Section 7.2(a) thereof is further amended by (i) adding thereto, immediately preceding the phrase "and" after clause (xiv) thereof, the phrase "Indebtedness of Euramax U.S. in respect of the intercompany note issued to U.S. Holdings by Euramax U.S. in connection with the transfer of the Stock of U.S. Operating Co. from U.S. Holdings to Euramax U.S. pursuant to Restructuring Step 5" and (ii) deleting the phrase "(xv)" and adding in lieu thereof "(xvi)".

1.5.  Amendments to Section 7.4.  (a) Section 7.4(a) thereof is amended by (i) deleting the phrase "and" immediately preceding clause (J) of subsection (a)(iv) thereof and (ii) adding thereto, immediately after the end of subsection (a)(iv)(J) thereof, the phrase ", (K) by U.S. Holdings to Newco U.K. pursuant to Restructuring Step 4, (L) by Newco U.K. to Euramax subsequent to the consummation of Restructuring Step 3, (M) by Dutch Holdings to Newco U.K. II subsequent to the consummation of Restructuring Step 3, (N) by Euramax to Newco U.K. subsequent to the consummation of Restructuring Step 2, (O) by Newco U.K. to Euramax U.S. subsequent to the consummation of Restructuring Step 2, and (P) by U.S. Operating Co. to Euramax U.S. subsequent to the consummation of Restructuring Step 5".

(b) Section 7.4(a) thereof is further amended by (i) deleting the phrase "and" immediately preceding subsection (a)(v) thereof and (ii) adding thereto, immediately preceding the phrase "or" at the end of subsection (a) thereof, the phrase "and (vi) (A) a dividend in the form of the Stock of U.S. Holdings by Euramax to Newco U.K. pursuant to Restructuring Step 4, provided that the Restructuring Step 4 Conditions have been satisfied and (B) a dividend in form of the Stock of U.S. Operating Co. by Euramax to Newco U.K. and by Newco U.K. to Euramax U.S. each pursuant to Restructuring Step 5; provided that the Restructuring Step 5 Conditions have been satisfied".

(c) Section 7.4(a) thereof is further amended by (i) adding, immediately at the end of clause (ii)(B) thereof, the phrase "or by U.K. Operating Company to U.K. Company", and (ii) adding, immediately at the end of clause (ii)(C) thereof, after the phrase "or", the phrase "by Dutch Operating Co. to Dutch Company".

(d) Section 7.4(b) is amended by (i) deleting, immediately prior to clause (i)(C) thereof, the phrase "and", and (ii) adding, immediately after clause (i)(C) thereof, the phrase "and (D) the payment pursuant to the intercompany notes issued to U.S. Holdings by Euramax U.S. in connection with the transfer of the Stock of U.S. Operating Co. from U.S. Holdings to Euramax U.S. pursuant to Restructuring Step 5".

1.6.  Amendments to Section 7.5.  (a) Section 7.5(b) thereof is amended by (i) adding to the end of clause (i)(D) thereof the phrase "or pursuant to any step of the Permitted Euramax Restructuring, provided that the applicable Euramax Restructuring Conditions for such step have been satisfied" and (ii) adding to the end of clause (ii) thereof the phrase "or unless such Disposition is part of any step of the Permitted Euramax Restructuring, provided that the applicable Euramax Restructuring Conditions for such step have been satisfied".

(b) Section 7.5(c) thereof is amended by (i) deleting, immediately before subsection (ii) thereof, the phrase "and", and (ii) adding, immediately after subsection (ii) thereof, the phrase "and (iii) the transfer by U.S. Holdings to Euramax U.S. of the Stock of U.S. Operating Co. pursuant to Restructuring Step 5".

(c) Section 7.5(d) thereof is amended by adding thereto, immediately after the phrase "other than" therein, the phrase "(i) pursuant to any step of the Permitted Euramax Restructuring, provided that the applicable Euramax Restructuring Conditions for such step have been satisfied or (ii)".

1.7.  Amendment to Section 7.6.  Section 7.6 thereof is amended by adding to the end of subsection (a) thereof the phrase ", or (v) any step of the Permitted Euramax Restructuring, provided that the applicable Euramax Restructuring Conditions for such step have been satisfied".

1.8.  Amendments to Section 7.7.  Section 7.7 thereof is amended by adding thereto, immediately after the reference in clause (b) thereof to "the French Note Conversion," the phrase "any step of the Permitted

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Euramax Restructuring; provided that the applicable Euramax Restructuring Conditions for such step have been satisfied".

1.9.  Amendments to Section 7.8.  Section 7.8 thereof is amended by (i) deleting in subsection (a) thereof the phrase "and (ii)" and (ii) adding in lieu thereof the phrase ", (ii) the Senior Subordinated Indenture may be amended to allow the Permitted Euramax Restructuring, and (iii)".

1.10.  Amendments to Section 7.10.  (a) Section 7.10 thereof is amended by adding to the end of each of clause (ii) and clause (iii) thereof the phrase "or pursuant to any step of the Permitted Euramax Restructuring; provided that the applicable Euramax Restructuring Conditions for such step have been satisfied".

(b) Section 7.10 thereof is further amended by (i) deleting in clause (B) of subsection (v) thereof the phrase "and" and (ii) adding at the end of clause (C) of subsection (v) thereof the phrase ", and (D) or pursuant to any step of the Permitted Euramax Restructuring; provided that the applicable Euramax Restructuring Conditions for such step have been satisfied".

1.11.  Amendments to Section 7.13.  Section 7.13 thereof is amended by (a) adding the parenthetical "(until the consummation of Restructuring Step 3)" immediately after the phrase "of U.K. Holdings, Dutch Holdings" in clause (a) thereof, (b) adding the phrase "(until the consummation of Restructuring Step 4)" immediately after the phrase "Dutch Holdings, U.S. Holdings" in clause (a) thereof, (c) adding the phrase "until the consummation of Restructuring Step 5," to the beginning of clause (f) thereof and (d) deleting the phrase "and" before the phrase "(i) Richmond Company" and adding the following phrase end of Section 7.13: "(j) Euramax U.S. shall not own any assets other than (i) following the consummation of Restructuring Step 1 and prior to the consummation or Restructuring Step 2, all of the stock of Euramax, (ii) following the consummation of Restructuring Step 2, all of the Stock of Newco U.K. and (iii) following the consummation of Restructuring Step 5, all of the Stock of U.S. Operating Co.; (k) Newco U.K. shall not own any assets other than (i) following the consummation of Restructuring Step 2, all of the Stock of Euramax, (ii) following the consummation of Restructuring Step 4, all of the Stock of U.S. Holdings; and (l) following the consummation of Restructuring Step 3, Newco U.K. II shall not own any assets other than all of the Stock of Dutch Holdings.

1.12.  Amendments to Section 8.1(l).  Section 8.1(l) thereof is amended by (a) adding the phrase "prior to the consummation of Restructuring Step 3," immediately after clause (B) in paragraph (i) thereof, (b) adding the phrase "until the consummation of the Restructuring Step 4", to the beginning of clause (vi) thereof, (c) adding the phrase "until the consummation of Restructuring Step 5," to the beginning of clause (vii) thereof and (d) adding, immediately after clause (ix) thereof, the following new clause (x):

"or (x) upon and after the consummation of the Permitted Euramax Restructuring, (A) Euramax U.S. shall fail to own of record and beneficially all of the outstanding Stock and Stock Equivalents of U.S. Operating Co. and Newco U.K., except Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee, (B) Newco U.K. shall fail to own all of the outstanding Stock and Stock Equivalents of Euramax and U.S. Holdings, (C) Euramax shall fail to own all of the outstanding Stock and Stock Equivalents of Newco U.K. II, except Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee and (D) Newco U.K. II shall fail to own all of the outstanding Stock and Stock Equivalents of Dutch Holdings, other than Qualifying Shares".

1.13.  Additional Amendments to Credit Agreement.  The Credit Agreement is further amended by deleting all references to "Euramax", "Euramax and its consolidated Subsidiaries" and "Euramax or any of its Subsidiaries" in each of the definitions of "Disposition", "ERISA Event", "Excess Cash Flow" and "Plan" in Section 1.1 thereof and in Sections 3.1(s)(iv), 5.1, 5.2, 5.4, 5.5 and 6.16 thereof and substituting in lieu thereof in each instance the phrases "Euramax U.S.", "Euramax U.S. and its consolidated Subsidiaries" and "Euramax U.S. or any of its Subsidiaries", respectively.

10

SECTION 2.  Certain Agreements.  Each party hereto hereby agrees that, from and after the execution by each of Euramax U.S., Newco U.K. and Newco U.K. II of a supplement to the Credit Agreement referred to in the definitions of "Restructuring Step 2 Conditions" and "Restructuring Step 3 Conditions" in Section 1 hereof, each of Euramax U.S., Newco U.K. and Newco U.K. II shall for all purposes be a Loan Party under and a party to the Credit Agreement.

SECTION 3.  Effectiveness.  This Amendment shall become effective on the date on which the Agent shall have executed a counterpart hereof and shall have received counterparts hereof executed by the Majority Lenders, the Swing Loan Lender and each Loan Party.

SECTION 4.  Representations and Warranties.  Each of the Loan Parties represents and warrants as to itself and each of its Subsidiaries as follows:

(a) The execution, delivery and performance of this Amendment has been duly authorized by all necessary corporate action, and this Amendment and the Loan Documents, and the transactions contemplated hereby and thereby, do not and will not (i) require any consent or approval of the stockholders of any Loan Party or any of its Subsidiaries or any third party, other than any consents or approvals that have already been obtained and which remain in full force and effect, (ii) violate any Requirement of Law, (iii) result in a breach of or constitute a default under any Contractual Obligation to which any Loan Party or any of its Subsidiaries is a party or by which any of them or their respective properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien of any nature upon or with respect to any of the properties now owned or hereafter acquired by any Loan Party or any of its Subsidiaries (other than pursuant to the Loan Documents).

(b) All authorizations, consents, approvals of, licenses of, or filings or registrations with, any court or Governmental Authority, required in connection with the execution, delivery and performance by any Loan Party of this Amendment and the performance by each Loan Party of the Loan Documents, and the consummation by each Loan Party of the transactions contemplated hereby and thereby, have been obtained, given, filed or taken and are in full force and effect.

(c) This Amendment has been duly executed and delivered by each Loan Party, and each of this Amendment and each Loan Document constitutes the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

(d) There exists no judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon the execution, delivery and performance of this Amendment or the Loan Documents or upon the consummation of the transactions contemplated hereby or thereby.

(e) None of the transactions contemplated by this Amendment or the Loan Documents will have or could have a Material Adverse Effect, and the execution, delivery and performance of this Amendment will not and could not adversely affect the Liens of any Collateral Document.

(f) No provision of any Related Document or any other Contractual Obligation of any Loan Party would prohibit, restrict or impose any conditions on this Amendment or the Loan Documents, and no consent under any Related Document or other Contractual Obligation is required for the execution, delivery or performance of this Amendment, or the Loan Documents, or for the consummation of any of the transactions contemplated hereby, except as specifically contemplated hereby.

(g) After giving effect to this Amendment, each of the representations and warranties contained in each Loan Document are true and correct on and as of the date hereof, and no Default or Event of Default has occurred or is continuing or would result from the consummation of any transaction contemplated hereby.

11

SECTION 5.  Costs and Expenses.  The Loan Parties jointly and severally agree to pay (a) all costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto, and (b) all costs and expenses otherwise required to be paid under Section 10.4 of the Credit Agreement.

SECTION 6.  Miscellaneous.

(a) Upon the effectiveness of this Amendment each reference in any Loan Document to "this Agreement", "hereunder", "herein", or words of like import, and each reference in any other Loan Document to such Loan Document, shall mean and be a reference to such Loan Document as amended or waived hereby.

(b) Except as specifically amended or waived hereby, each Loan Document shall remain in full force and effect and is hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of the Lenders, the Issuer, the Swing Loan Lender or the Agent under any Loan Document, nor constitute a Amendment of any provision of any Loan Document.

(d) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

(e) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(f) EACH LOAN PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AMENDMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE ISSUER, ANY LENDER OR ANY LOAN PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THIS AMENDMENT.

12

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

EURAMAX INTERNATIONAL LIMITED (formerly Euramax International plc)

 
By: ___________________________________________
Title:

EURAMAX EUROPEAN HOLDINGS PLC

 
By: ___________________________________________
Title:

EURAMAX EUROPEAN HOLDINGS, B.V.

 
By: ___________________________________________
Title:

EURAMAX EUROPE LIMITED

 
By: ___________________________________________
Title:

EURAMAX NETHERLANDS B.V.

 
By: ___________________________________________
Title:

EURAMAX HOLDINGS LIMITED

 
By: ___________________________________________
Title:

EURAMAX EUROPE B.V.

 
By: ___________________________________________
Title:

ELLBEE LIMITED

 
By: ___________________________________________
Title:

EURAMAX COATED PRODUCTS LIMITED

 
By: ___________________________________________
Title:

13

EURAMAX COATED PRODUCTS B.V.

 
By: ___________________________________________
Title:

AMERIMAX HOLDINGS, INC.
AMERIMAX FABRICATED PRODUCTS, INC.
AMERIMAX BUILDING PRODUCTS, INC.
AMERIMAX COATED PRODUCTS, INC.
RICHMOND COMPANY
AMERIMAX HOME PRODUCTS, INC.
AMERIMAX LAMINATED PRODUCTS, INC.

 
By: ___________________________________________
Title:

FABRAL HOLDINGS, INC.
  (formerly, Gentek Holdings, Inc.)
FABRAL, INC.
  (formerly, Gentek Building Products, Inc.)

 
By: ___________________________________________
Title:

ATLANTA METAL PRODUCTS, INC.

 
By: ___________________________________________
Title:

COLOR CLAD PLC

 
By: ___________________________________________
Title:

PARIBAS (formerly Banque Paribas), as Agent, as a Lender, as the Issuer and as Swing Loan Lender

 
By: ___________________________________________
Title:

 
By: ___________________________________________
Title:

BANKBOSTON, N.A., as a Lender

 
By: ___________________________________________
Title:

14

SUNTRUST BANK, ATLANTA, as a Lender

 
By: ___________________________________________
Title:

BANK AUSTRIA CREDITANSTALTCORPORATE FINANCE, INC., as a Lender

 
By: ___________________________________________
Title:

 
By: ___________________________________________
Title:

LASALLE BANK NATIONAL ASSOCIATION, as a Lender

 
By: ___________________________________________
Title:

WACHOVIA BANK, N.A., as a Lender

 
By: ___________________________________________
Title:

BANK ONE, NA, as a Lender

 
By: ___________________________________________
Title:

PPM AMERICA, INC., as attorney in fact, on behalf of Jackson National Life Insurance Company, as a Lender

 
By: ___________________________________________
Title:

DE NATIONALE INVESTERINGS BANK
  N.V., as a Lender

 
By: ___________________________________________
Title:

 
By: ___________________________________________
Title:

15

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EX-10.30

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Exhibit 10.30

AMENDMENT AND CONSENT, dated as of December 9, 1999 (this "Amendment"), among Euramax International Limited (formerly Euramax International plc), a company organized under the laws of England and Wales ("Euramax"), the other Loan Parties referred to below the requisite majority of the Lenders, the Swing Loan Lender and the Issuer referred to below and Paribas (formerly, Banque Paribas), as agent (in such capacity, the "Agent") for said Lenders, the Swing Loan Lender and the Issuer, to (a) 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, the other Loan Parties party thereto, the financial institutions party thereto, as lenders (the "Lenders"), the Swing Loan Lender and the Issuer referred to therein and the Agent, and (b) the other Loan Documents referred to below.

W I T N E S S E T H:

WHEREAS, the parties hereto desire that the actions permitted in connection with the Permitted Euramax Restructuring with respect to Euramax International Holdings Limited instead be permitted as to another wholly owned subsidiary of Euramax International, Inc., Broomco (1922) Limited; and

WHEREAS, the parties hereto desire to amend the Credit Agreement and the December 1999 Amendment pursuant to the terms of this Amendment to effectuate the foregoing;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

SECTION 1.  Amendments.  Subject to the satisfaction of the conditions precedent set forth in Section 4, (i) the Credit Agreement is hereby amended so that the definition of "Newco U.K." is deleted in its entirety and replaced with the following "`Newco U.K.' means Broomco (1922) Limited, a company organized under the laws of England and Wales." and (ii) clause (c) of the second whereas clause in the recitals to the December 1999 Amendment is amended by deleting the phrase "Euramax International Holdings Limited" and replacing it with the phrase "Broomco (1922) Limited".

SECTION 2.  Consent.  The Majority Lenders hereby consent to the consummation of Restructuring Step 3 prior to the consummation of Restrucuturing Step 2, including the failure to complete all of the Restructuring Step 2 Conditions (as defined in the December 1999 Amendment) prior to the consummation of Restrucutring Step 3.

SECTION 3.  Effectiveness.  This Amendment shall become effective on the date on which the Agent shall have executed a counterpart hereof and shall have received counterparts hereof executed by the Majority Lenders, the Swing Loan Lender and each Loan Party.

SECTION 4.  Representations and Warranties.  Each of the Loan Parties represents and warrants as to itself and each of its Subsidiaries as follows:

(a) The execution, delivery and performance of this Amendment has been duly authorized by all necessary corporate action, and this Amendment and the Loan Documents, and the transactions contemplated hereby and thereby, do not and will not (i) require any consent or approval of the stockholders of any Loan Party or any of its Subsidiaries or any third party, other than any consents or approvals that have already been obtained and which remain in full force and effect, (ii) violate any Requirement of Law, (iii) result in a breach of or constitute a default under any Contractual Obligation to which any Loan Party or any of its Subsidiaries is a party or by which any of them or their respective properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien of any nature upon or with respect to any of the properties now owned or hereafter acquired by any Loan Party or any of its Subsidiaries (other than pursuant to the Loan Documents).

1

(b) All authorizations, consents, approvals of, licenses of, or filings or registrations with, any court or Governmental Authority, required in connection with the execution, delivery and performance by any Loan Party of this Amendment and the performance by each Loan Party of the Loan Documents, and the consummation by each Loan Party of the transactions contemplated hereby and thereby, have been obtained, given, filed or taken and are in full force and effect.

(c) This Amendment has been duly executed and delivered by each Loan Party, and each of this Amendment and each Loan Document constitutes the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

(d) There exists no judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon the execution, delivery and performance of this Amendment or the Loan Documents or upon the consummation of the transactions contemplated hereby or thereby.

(e) None of the transactions contemplated by this Amendment or the Loan Documents will have or could have a Material Adverse Effect, and the execution, delivery and performance of this Amendment will not and could not adversely affect the Liens of any Collateral Document.

(f) No provision of any Related Document or any other Contractual Obligation of any Loan Party would prohibit, restrict or impose any conditions on this Amendment or the Loan Documents, and no consent under any Related Document or other Contractual Obligation is required for the execution, delivery or performance of this Amendment, or the Loan Documents, or for the consummation of any of the transactions contemplated hereby, except as specifically contemplated hereby.

(g) After giving effect to this Amendment, each of the representations and warranties contained in each Loan Document are true and correct on and as of the date hereof, and no Default or Event of Default has occurred or is continuing or would result from the consummation of any transaction contemplated hereby.

SECTION 5.  Costs and Expenses.  The Loan Parties jointly and severally agree to pay (a) all costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto, and (b) all costs and expenses otherwise required to be paid under Section 10.4 of the Credit Agreement.

SECTION 6.  Miscellaneous.

(a) Upon the effectiveness of this Amendment each reference in any Loan Document to "this Agreement", "hereunder", "herein", or words of like import, and each reference in any other Loan Document to such Loan Document, shall mean and be a reference to such Loan Document as amended or waived hereby.

(b) Except as specifically amended or waived hereby, each Loan Document shall remain in full force and effect and is hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of the Lenders, the Issuer, the Swing Loan Lender or the Agent under any Loan Document, nor constitute a Amendment of any provision of any Loan Document.

(d) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

(e) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

2

(f) EACH LOAN PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AMENDMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE ISSUER, ANY LENDER OR ANY LOAN PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THIS AMENDMENT.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

EURAMAX INTERNATIONAL, INC.

 
By: ___________________________________________
Title:

EURAMAX INTERNATIONAL HOLDINGS LIMITED

 
By: ___________________________________________
Title:

EURAMAX CONTINENTAL LIMITED

 
By: ___________________________________________
Title:

EURAMAX INTERNATIONAL LIMITED (formerly Euramax International plc)

 
By: ___________________________________________
Title:

EURAMAX EUROPEAN HOLDINGS PLC

 
By: ___________________________________________
Title:

EURAMAX EUROPEAN HOLDINGS, B.V.

 
By: ___________________________________________
Title:

EURAMAX EUROPE LIMITED

 
By: ___________________________________________
Title:

EURAMAX NETHERLANDS B.V.

 
By: ___________________________________________
Title:
By:      

3

EURAMAX HOLDINGS LIMITED

 
By: ___________________________________________
Title:

EURAMAX EUROPE B.V.

 
By: ___________________________________________
Title:

ELLBEE LIMITED

 
By: ___________________________________________
Title:

EURAMAX COATED PRODUCTS LIMITED

 
By: ___________________________________________
Title:

EURAMAX COATED PRODUCTS B.V.

 
By: ___________________________________________
Title:

AMERIMAX HOLDINGS, INC.
AMERIMAX FABRICATED PRODUCTS, INC.
AMERIMAX BUILDING PRODUCTS, INC.
AMERIMAX COATED PRODUCTS, INC.
RICHMOND COMPANY
AMERIMAX HOME PRODUCTS, INC. AMERIMAX LAMINATED PRODUCTS, INC.

 
By: ___________________________________________
Title:

FABRAL HOLDINGS, INC.
  (formerly, Gentek Holdings, Inc.)
FABRAL, INC.
  (formerly, Gentek Building Products, Inc.)

 
By: ___________________________________________
Title:

ATLANTA METAL PRODUCTS, INC.

 
By: ___________________________________________
Title:

4

COLOR CLAD PLC

 
By: ___________________________________________
Title:

PARIBAS (formerly Banque Paribas), as Agent, as a Lender, as the Issuer and as Swing Loan Lender

 
By: ___________________________________________
Title:

 
By: ___________________________________________
Title:

BANKBOSTON, N.A., as a Lender

 
By: ___________________________________________
Title:

SUNTRUST BANK, ATLANTA, as a Lender

 
By: ___________________________________________
Title:

BANK AUSTRIA CREDITANSTALT
  CORPORATE FINANCE, INC.,
  as a Lender

 
By: ___________________________________________
Title:

 
By: ___________________________________________
Title:

LASALLE BANK NATIONAL ASSOCIATION, as a Lender

 
By: ___________________________________________
Title:

WACHOVIA BANK, N.A., as a Lender

 
By: ___________________________________________
Title:

BANK ONE, NA, as a Lender

 
By: ___________________________________________
Title:

5

PPM AMERICA, INC., as attorney in fact,
  on behalf of Jackson National Life
  Insurance Company, as a Lender

 
By: ___________________________________________
Title:

DE NATIONALE INVESTERINGS BANK
  N.V., as a Lender

 
By: ___________________________________________
Title:

 
By: ___________________________________________
Title:

FLEET NATIONAL BANK, as a Lender

 
By: ___________________________________________
Title:

6

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EX-21.1

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Exhibit 21.1

Subsidiaries of Euramax International, Inc.

Company	Beneficial Owner
Amerimax Holdings, Inc.	Euramax International Holdings Limited
Amerimax Fabricated Products, Inc.	Euramax International, Inc.
Amerimax Home Products, Inc.	Amerimax Fabricated Products, Inc.
Amerimax Building Products, Inc.	Amerimax Fabricated Products, Inc.
Amerimax Coated Products, Inc.	Amerimax Building Products, Inc.
Amerimax Laminated Products, Inc.	Amerimax Building Products, Inc.
Fabral Holdings, Inc.	Amerimax Fabricated Products, Inc.
Fabral, Inc.	Fabral Holdings, Inc.
Euramax European Holdings Limited	Euramax International Limited
Euramax Europe Limited	Euramax European Holdings Limited
Euramax Holdings Limited	Euramax Europe Limited
Euramax Coated Products Limited	Euramax Holdings Limited
Ellbee Limited	Euramax Holdings Limited
Euramax European Holdings B.V.	Euramax Continental Limited
Euramax Netherlands B.V.	Euramax European Holdings B.V.
Euramax Europe B.V.	Euramax Netherlands B.V.
Euramax Coated Products B.V.	Euramax Europe B.V.
Euramax European Holdings S.A.	Euramax International Limited/
	Euramax European Holdings B.V.
Euramax Industries S.A.	Euramax European Holdings S.A.
Euramax Continental Limited	Euramax International Limited
Euramax International Limited	Euramax International Holdings Limited
Euramax International Holdings Limited	Euramax International, Inc.

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Subsidiaries of Euramax International, Inc.

EX-27

 


<ARTICLE> 5
<CIK> 0001026743
<NAME> EURAMAX INTERNATIONAL, INC.
<MULTIPLIER> 1,000

                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             DEC-26-1998
<PERIOD-END>                               DEC-31-1999
<CASH>                                          13,385
<SECURITIES>                                         0
<RECEIVABLES>                                   83,021
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<INVENTORY>                                     82,499
<CURRENT-ASSETS>                               180,242
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<DEPRECIATION>                                  29,914
<TOTAL-ASSETS>                                 399,659
<CURRENT-LIABILITIES>                           89,672
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<COMMON>                                           500
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<TOTAL-LIABILITY-AND-EQUITY>                   399,659
<SALES>                                        596,759
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<CGS>                                          479,730
<TOTAL-COSTS>                                  479,730
<OTHER-EXPENSES>                                72,292
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<INTEREST-EXPENSE>                              21,806
<INCOME-PRETAX>                                 22,576
<INCOME-TAX>                                    11,017
<INCOME-CONTINUING>                             11,559
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