10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

/x/	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2000
	OR
/ /	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                

Commission file number 333-05978

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

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

Registrant's telephone number, including area code 770-449-7066

    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.  /x/ Yes  / / No

    As of August 10, 2000, Registrant had outstanding 45,567,312 shares of Class A common stock and 4,434,680 shares of Class B common stock.

Page 1 of 31
Exhibit Index located on page 27

Part I—Financial Information

Item 1. Financial Statements

Euramax International, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(Thousands of U.S. Dollars)
(Unaudited)

			Quarters ended						Six months ended
			June 30, 2000			June 26, 1999			June 30, 2000			June 26, 1999
Net sales			$	163,715		$	156,199		$	305,988		$	288,586
Costs and expenses:
	Cost of goods sold			132,076			123,934			248,903			231,724
	Selling and general			13,925			14,189			27,704			27,361
	Depreciation and amortization			4,301			3,437			8,059			6,827
		Earnings from operations		13,413			14,639			21,322			22,674
Interest expense, net				(6,760	)		(5,373	)		(12,198	)		(10,631	)
Other expenses, net				(538	)		(223	)		(651	)		(802	)
		Earnings before income taxes		6,115			9,043			8,473			11,241
Provision for income taxes				2,679			3,812			3,687			4,772
		Net earnings		3,436			5,231			4,786			6,469
Dividends on redeemable preference shares				—			1,678			—			3,300
Net earnings available for ordinary shareholders			$	3,436		$	3,553		$	4,786		$	3,169

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

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Euramax International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Thousands of U.S. Dollars)
(Unaudited)

			June 30, 2000			December 31, 1999
ASSETS
Current assets:
	Cash and equivalents		$	19,781		$	13,385
	Accounts receivable, net			99,013			80,087
	Inventories			92,673			82,499
	Other current assets			4,504			4,271
		Total current assets		215,971			180,242
Property, plant and equipment, net				121,994			120,409
Goodwill, net				117,385			82,587
Deferred income taxes				6,617			6,638
Other assets				12,793			9,783
			$	474,760		$	399,659
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Cash overdrafts		$	2,497		$	2,009
	Accounts payable			65,065			49,682
	Accrued expenses and other current liabilities			28,377			31,745
	Current maturities of long-term debt			5,352			6,236
		Total current liabilities		101,291			89,672
Long-term debt, less current maturities				277,779			215,043
Deferred income taxes				20,764			20,689
Other liabilities				8,025			9,187
		Total liabilities		407,859			334,591
Shareholders' equity:
	Common stock			500			500
	Additional paid-in capital			53,220			53,220
	Treasury stock			(1,581	)		—
	Retained earnings			21,311			16,525
	Accumulated other comprehensive loss			(6,549	)		(5,177	)
		Total shareholders' equity		66,901			65,068
			$	474,760		$	399,659

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

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Euramax International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Thousands of U.S. Dollars)
(Unaudited)

			Six months ended
			June 30, 2000			June 26, 1999
Net cash (used in)/provided by operating activities			$	(9,030	)	$	7,353
Cash flows from investing activities:
	Purchases of businesses			(45,550	)		(22,714	)
	Proceeds from sales of assets			45			588
	Capital expenditures			(5,231	)		(6,049	)
		Net cash used in investing activities		(50,736	)		(28,175	)
Cash flows from financing activities:
	Repayment of debt			(14,025	)		(19,255	)
	Proceeds from debt			77,881			33,700
	Purchase of treasury stock			(1,581	)		—
	Change in cash overdrafts			488			1,509
		Net cash provided by financing activities		62,763			15,954
Effect of exchange rate changes on cash				3,399			2,169
Net increase/(decrease) in cash and equivalents				6,396			(2,699	)
Cash and equivalents at beginning of period				13,385			19,044
Cash and equivalents at end of period			$	19,781		$	16,345
Non-cash investing and financing activities:
	Payables for certain non-compete agreements and working capital adjustments associated with purchases of businesses		$	—		$	877
	Dividends on redeemable preference shares		$	—		$	3,300

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

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Euramax International, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Thousands of U.S. Dollars)
(Unaudited)

1. Basis of Presentation:

    For purposes of this report the "Company" refers to Euramax International, Inc. ("Euramax") and Subsidiaries, collectively.

    The Condensed Consolidated Financial Statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of the management of the Company, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed. Management believes that the disclosures made are adequate for a fair presentation of results of operations, financial position and cash flows. These Condensed Consolidated Financial Statements should be read in conjunction with the year-end Consolidated Financial Statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Operating results for the period ended June 30, 2000, are not necessarily indicative of future results that may be expected for the year ending December 29, 2000.

    Certain 1999 amounts have been reclassified to conform to current year presentation.

2. Acquisitions:

    On April 10, 2000, the Company, through its wholly owned subsidiary Amerimax Home Products, Inc., acquired substantially all of the assets and assumed certain liabilities of Gutter World, Inc. and Global Expanded Metals, Inc., companies under common control, ("Gutter World" and "Global", respectively). The purchase price, including approximately $345.0 thousand in acquisition-related fees and expenses, was approximately $45.6 million in cash. Gutter World is a manufacturer of raincarrying accessories, such as gutter guards, water diverters and downspout strainers, as well as door guards. Global manufactures expanded metal products.

    The following unaudited pro forma data present the results of operations for the six months ended June 30, 2000 and June 26, 1999, as though the acquisition had been completed January 1, 2000 and January 1, 1999, respectively, 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 depreciation of property, plant and equipment and amortization of goodwill relating to the allocation of the purchase price; elimination of the effect of transactions between Gutter World and a Euramax subsidiary and between Gutter World and Global; 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 acquisition actually taken place on the above-mentioned dates, or of the future results of operations:

	Six months ended June 30,2000		Six months ended June 26, 1999
Net sales	$	312,037	$	298,174
Earnings before income taxes		9,182		10,264
Net earnings		5,218		5,872

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3. Summary of Significant Accounting Policies:

    For information regarding significant accounting policies, see Note 2 to the Consolidated Financial Statements of the Company for the year ended December 31, 1999, set forth in the Company's Annual Report on Form 10-K.

    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 (January 1, 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 currently reviewing the provisions of SFAS No. 133 and does not believe that the Company's financial statements will be materially impacted by the adoption.

    In December 1999, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements." SAB 101 outlines the basic criteria for revenue recognition and related disclosures. SAB 101 is effective beginning in the fourth quarter of 2000. Management is currently reviewing the guidance provided by SAB 101 and does not believe the Company's financial statements will be materially impacted.

4. Inventories:

    Inventories were comprised of:

	June 30, 2000		December 31, 1999
Raw materials	$	63,322	$	57,146
Work in process		11,511		11,708
Finished products		17,840		13,645
	$	92,673	$	82,499

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5. Long-Term Obligations:

    Long-term obligations consisted of the following:

		June 30, 2000			December 31, 1999
Credit Agreement:
	Revolving Credit Facility	$	82,836		$	57,600
	Term Loans		65,295			28,679
11.25% Senior Subordinated Notes due 2006			135,000			135,000
			283,131			221,279
Less current portion			(5,352	)		(6,236	)
		$	277,779		$	215,043

    Effective April 10, 2000, the Company amended its Credit Agreement to, among other items, permit the acquisition of Gutter World and Global; provide an additional term loan of $40.0 million; and permanently waive the 1999 Excess Cash Flow payment provision (as defined in the Credit Agreement).

6. Commitments and Contingencies:

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,

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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 of the Company from Alumax Inc. (acquired by Aluminum Company of America in May 1998, and hereafter referred to as "Alumax") on September 25, 1996, 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, 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.

7. Comprehensive Income:

    For the six months ended June 30, 2000 and June 26, 1999, comprehensive income was approximately $3.4 million and $3.1 million, respectively. Other comprehensive income refers to revenue, expenses, gains and losses that are reflected in stockholders' equity but excluded from net earnings. For the Company, the components of other comprehensive income are principally foreign currency translation adjustments and minimum pension liability adjustments. For the six months ended June 30, 2000 and June 26, 1999, other comprehensive loss, net of tax, was approximately $(1.4) million and $(3.4) million, respectively.

8. Segment Information:

    For detailed information regarding the Company's reportable segments, see Note 13 to the Consolidated Financial Statements of the Company for the year ended December 31, 1999, set forth in the Company's Annual Report on Form 10-K. The table below presents information about reported segments for the quarters ended June 30, 2000 and June 26, 1999.

	European Roll Coating		U.S. Fabrication		European Fabrication		Total
Quarter ended June 30, 2000
Sales	$	38,190	$	110,509	$	15,656	$	164,355
EBITDA		5,326		11,673		1,918		18,917

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Quarter ended June 26, 1999
Sales	$	35,193	$	104,788	$	16,643	$	156,624
EBITDA		5,730		11,082		2,122		18,934
Six months ended June 30, 2000
Sales	$	78,284	$	195,570	$	33,712	$	307,566
EBITDA		11,453		15,943		4,267		31,663
Six months ended June 26, 1999
Sales	$	71,368	$	185,788	$	32,762	$	289,918
EBITDA		10,623		16,597		3,881		31,101

    A reconciliation of total segment sales to total consolidated sales and of total segment EBITDA to total consolidated earnings before income taxes, for the quarters and six months ended June 30, 2000 and June 26, 1999, is as follows:

		Quarter ended June 30, 2000			Quarter ended June 26, 1999			Six months ended June 30, 2000			Six months ended June 26, 1999
Sales
Total segment sales		$	164,355		$	156,624		$	307,566		$	289,918
Eliminations			(640	)		(425	)		(1,578	)		(1,332	)
	Consolidated net sales	$	163,715		$	156,199		$	305,988		$	288,586
EBITDA
Total EBITDA for reportable segments		$	18,917		$	18,934		$	31,663		$	31,101
Expenses that are not segment specific			(1,741	)		(1,081	)		(2,933	)		(2,402	)
Depreciation and amortization			(4,301	)		(3,437	)		(8,059	)		(6,827	)
Interest expense, net			(6,760	)		(5,373	)		(12,198	)		(10,631	)
	Consolidated earnings before income taxes	$	6,115		$	9,043		$	8,473		$	11,241

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    The following table reflects revenues from external customers by groups of similar products for the quarters ended June 30, 2000 and June 26, 1999:

		Quarters ended				Six months ended
Customers/Markets	Primary Products	June 30, 2000		June 26, 1999		June 30, 2000		June 26, 1999
Original Equipment Manufacturers ("OEMs")	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; RV doors, windows and roofing; and composite building panels	$	72,927	$	70,114	$	146,026	$	137,366
Rural Contractors	Steel and aluminum roofing and siding		31,498		31,772		53,842		54,543
Home Centers	Raincarrying systems, roofing accessories, windows, doors, and shower enclosures		24,549		23,205		42,285		38,959
Manufactured Housing	Steel siding and trim components		9,596		12,591		20,371		24,241
Distributors	Metal coils, raincarrying systems and roofing accessories		10,514		7,223		16,342		12,121
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories		4,791		4,289		9,682		8,658
Home Improvement Contractors	Vinyl replacement windows; metal coils, raincarrying systems and roofing accessories; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings		9,840		7,005		17,440		12,698
		$	163,715	$	156,199	$	305,988	$	288,586

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9. Supplemental Condensed Combined Financial Statements:

    On September 25, 1996, Euramax purchased the Company from Alumax. The acquisition was financed, in part, through Senior Subordinated Notes due 2006 (the "Notes"). Euramax International Limited, Euramax European Holdings Limited and Euramax European Holdings B.V. are co-obligors under the Notes (the "Co-Obligors"). Euramax International, Inc. 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 June 30, 2000 and December 31, 1999, and for the quarters and six months ended June 30, 2000 and June 26, 1999, 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.

		Quarter ended June 30, 2000
		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		$	—		$	—		$	—		$	—		$	—		$	163,715		$	—		$	163,715
Costs and expenses:
	Cost of goods sold		—			—			—			—			—			132,076			—			132,076
	Selling and general		907			219			—			—			69			12,730			—			13,925
	Depreciation and amortization		—			—			—			—			91			4,210			—			4,301
	Earnings (loss) from operations		(907	)		(219	)		—			—			(160	)		14,699			—			13,413
Equity in earnings of subsidiaries			4,397			1,880			463			2,505			7,783			—			(17,028	)		—
Interest expense, net			(375	)		(26	)		(103	)		(140	)		(725	)		(5,391	)		—			(6,760	)
Other income (expense), net			—			(9	)		(1,296	)		(59	)		(131	)		957			—			(538	)
	Earnings (loss) before income taxes		3,115			1,626			(936	)		2,306			6,767			10,265			(17,028	)		6,115
Provision (benefit) for income taxes			(319	)		(46	)		(413	)		(62	)		3			3,516			—			2,679
	Net earnings (loss)	$	3,434		$	1,672		$	(523	)	$	2,368		$	6,764		$	6,749		$	(17,028	)	$	3,436

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		Quarter ended June 26, 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		$	—	$	—		$	—		$	—		$	—		$	156,199		$	—-		$	156,199
Costs and expenses:
	Cost of goods sold		—		—			—			—			—			123,934			—			123,934
	Selling and general		—		682			—			1			134			13,372			—			14,189
	Depreciation and amortization		—		—			—			—			18			3,419			—			3,437
	Earnings (loss) from operations		—		(682	)		—			(1	)		(152	)		15,474			—			14,639
Equity in earnings of subsidiaries			—		5,708			961			2,786			3,323			—			(12,778	)		—
Interest income (expense), net			—		—			257			(118	)		(27	)		(5,485	)		—			(5,373	)
Other income (expense), net			—		(3	)		(632	)		(1,200	)		(1	)		1,613			—			(223	)
	Earnings before income taxes		—		5,023			586			1,467			3,143			11,602			(12,778	)		9,043
Provision (benefit) for income taxes			—		(208	)		(97	)		(270	)		(52	)		4,439			—			3,812
	Net earnings		—		5,231			683			1,737			3,195			7,163			(12,778	)		5,231
Dividends on redeemable preference shares			—		1,678			—			—			—			—			—			1,678
	Net earnings available for ordinary shareholders	$	—	$	3,553		$	683		$	1,737		$	3,195		$	7,163		$	(12,778	)	$	3,553

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		Six months ended June 30, 2000
		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		$	—		$	—		$	—		$	—		$	—		$	305,988		$	—		$	305,988
Costs and expenses:
	Cost of goods sold		—			—			—			—			—			248,903			—			248,903
	Selling and general		1,706			241			—			—			309			25,448			—			27,704
	Depreciation and amortization		—			—			—			—			181			7,878			—			8,059
	Earnings (loss) from operations		(1,706	)		(241	)		—			—			(490	)		23,759			—			21,322
Equity in earnings of subsidiaries			6,464			4,568			1,306			6,003			11,768			—			(30,109	)		—
Interest expense, net			(751	)		(50	)		(200	)		(175	)		(113	)		(10,909	)		—			(12,198	)
Other income (expense), net			—			(9	)		(1,729	)		(2,107	)		(44	)		3,238			—			(651	)
	Earnings (loss) before income taxes		4,007			4,268			(623	)		3,721			11,121			16,088			(30,109	)		8,473
Provision (benefit) for income taxes			(777	)		(55	)		(565	)		(783	)		154			5,713			—			3,687
	Net earnings (loss)	$	4,784		$	4,323		$	(58	)	$	4,504		$	10,967		$	10,375		$	(30,109	)	$	4,786

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		Six months ended June 26, 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		$	—	$	—		$	—		$	—		$	—		$	288,586		$	—		$	288,586
Costs and expenses:
	Cost of goods sold		—		—			—			—			—			231,724			—			231,724
	Selling and general		—		1,421			—			2			72			25,866			—			27,361
	Depreciation and amortization		—		—			—			—			35			6,792			—			6,827
	Earnings (loss) from operations		—		(1,421	)		—			(2	)		(107	)		24,204			—			22,674
Equity in earnings of subsidiaries			—		7,452			1,663			5,810			3,683			—			(18,608	)		—
Interest income (expense), net			—		—			133			(133	)		(4	)		(10,627	)		—			(10,631	)
Other income (expense), net			—		(3	)		(1,480	)		(4,153	)		(24	)		4,858			—			(802	)
	Earnings before income taxes		—		6,028			316			1,522			3,548			18,435			(18,608	)		11,241
Provision (benefit) for income taxes			—		(441	)		(416	)		(1,482	)		(34	)		7,145			—			4,772
	Net earnings		—		6,469			732			3,004			3,582			11,290			(18,608	)		6,469
Dividends on redeemable preference shares			—		3,300			—			—			—			—			—			3,300
	Net earnings available for ordinary shareholders	$	—	$	3,169		$	732		$	3,004		$	3,582		$	11,290		$	(18,608	)	$	3,169

14

			As of June 30, 2000
			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		$	—		$	—		$	—		$	—		$	437		$	19,344		$	—		$	19,781
	Accounts receivable, net			1			108			—			—			18			98,886			—			99,013
	Inventories			—			—			—			—			—			92,673			—			92,673
	Other current assets			—			—			—			—			2,260			2,244			—			4,504
		Total current assets		1			108			—			—			2,715			213,147			—			215,971
Property, plant and equipment, net				—			—			—			—			150			121,844			—			121,994
Amounts due from parent/affiliates				80,790			75,375			45,497			44,679			344,921			119,027			(710,289	)		—
Goodwill, net				—			—			—			—			8,225			109,160			—			117,385
Investment in consolidated subsidiaries				123,005			21,540			(8,924	)		22,431			152,989			—			(311,041	)		—
Deferred income taxes				—			—			—			—			—			6,617			—			6,617
Other assets				—			2,099			552			577			1,361			8,204			—			12,793
			$	203,796		$	99,122		$	37,125		$	67,687		$	510,361		$	577,999		$	(1,021,330	)	$	474,760
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Cash overdrafts		$	—		$	—		$	—		$	—		$	(2,423	)	$	4,920		$	—		$	2,497
	Accounts payable			—			—			—			—			43			65,022			—			65,065
	Accrued expenses and other current liabilities			(1,119	)		(2,377	)		(1,104	)		6,908			(333	)		26,402			—			28,377
	Current maturities of long- term debt			—			—			—			—			2,974			2,378			—			5,352
		Total current liabilities		(1,119	)		(2,377	)		(1,104	)		6,908			261			98,722			—			101,291
Long-term debt, less current maturities				—			70,605			27,179			37,216			115,901			26,878			—			277,779
Amounts due to parent/affiliates				135,811			15,166			13,200			1,117			248,923			296,072			(710,289	)		—
Deferred income taxes				2,203			421			—			—			(474	)		18,614			—			20,764
		Other liabilities		—			—			—			—			945			7,080			—			8,025
		Total liabilities		136,895			83,815			39,275			45,241			365,556			447,366			(710,289	)		407,859
Shareholders' equity:
	Common stock			500			2			78			23			35,001			4,984			(40,088	)		500
	Additional paid-in capital			65,218			20,726			6,922			9,077			174,855			159,426			(383,004	)		53,220
	Treasury stock			(1,581	)		—			—			—			—			—			—			(1,581	)
	Retained earnings (deficit)			4,522			317			(8,820	)		17,662			(63,008	)		(29,461	)		100,099			21,311
	Accumulated other comprehensive loss			(1,758	)		(5,738	)		(330	)		(4,316	)		(2,043	)		(4,316	)		11,952			(6,549	)
		Total shareholders' equity		66,901			15,307			(2,150	)		22,446			144,805			130,633			(311,041	)		66,901
			$	203,796		$	99,122		$	37,125		$	67,687		$	510,361		$	577,999		$	(1,021,330	)	$	474,760

15

			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
	Other current assets			—			—			—			—			1,467			2,804			—			4,271
		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 and other current liabilities			(340	)		(772	)		(595	)		4,095			1,316			28,041			—			31,745
	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	)		—
Deferred income taxes				2,203			421			—			—			(374	)		18,439			—			20,689
Other liabilities				—			—			—			—			1,021			8,166			—			9,187
		Total liabilities		128,604			90,115			38,859			48,882			330,564			439,378			(741,811	)		334,591
Shareholders' equity:
	Common stock			500			2			78			23			35,001			4,983			(40,087	)		500
	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 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

16

			Six months ended June 30, 2000
			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			Consolidated Totals
Net cash (used in) provided by Operating activities			$	(2,462	)	$	(1,687	)	$	(1,882	)	$	1,592		$	6,350		$	(10,941	)	$	(9,030	)
Cash flows from investing activities:
	Purchase of business																		(45,550	)		(45,550	)
	Proceeds from sales of assets			—			—			—			—			—			45			45
	Capital expenditures			—			—			—			—			(28	)		(5,203	)		(5,231	)
		Net cash used in investing activities		—			—			—			—			(28	)		(50,708	)		(50,736	)
Cash flows from financing activities:
	Repayment of debt			—			—			—			—			(3,233	)		(10,792	)		(14,025	)
	Proceeds from debt			—			—			—			—			71,000			6,881			77,881
	Purchase of treasury stock			(1,581	)		—			—			—			—			—			(1,581	)
	Changes in cash overdrafts			—			—			—			—			(392	)		880			488
	Due to/from parent or affiliate			4,043			1,687			2,274			(1,390	)		(74,797	)		68,183			—
		Net cash provided by (used in) financing activities		2,462			1,687			2,274			(1,390	)		(7,422	)		65,152			62,763
	Effect of exchange rate changes on cash			—			—			(392	)		(202	)		—			3,993			3,399
	Net increase (decrease) in cash and equivalents			—			—			—			—			(1,100	)		7,496			6,396
	Cash and equivalents at beginning of period			—			—			—			—			1,537			11,848			13,385
	Cash and equivalents at end of period		$	—		$	—		$	—		$	—		$	437		$	19,344		$	19,781

17

			Six months ended June 26, 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			Consolidated Totals
Net cash (used in) provided by Operating activities			$	—	$	(981	)	$	(1,294	)	$	1,568		$	(2,357	)	$	10,417		$	7,353
Cash flows from investing activities:
	Purchases of businesses			—		—			—			—			(16,158	)		(6,556	)		(22,714	)
	Proceeds from sales of assets			—		—			—			—			1			587			588
	Capital expenditures			—		—			—			—			(39	)		(6,010	)		(6,049	)
		Net cash used in investing activities		—		—			—			—			(16,196	)		(11,979	)		(28,175	)
Cash flows from financing activities:
	Repayment of debt			—		—			—			—			(7,483	)		(11,772	)		(19,255	)
	Proceeds from debt			—		—			—			—			30,000			3,700			33,700
	Changes in cash overdrafts			—		—			—			—			2,073			(564	)		1,509
	Due to/from parent or affiliate			—		981			1,648			(1,272	)		(5,981	)		4,624			—
	Net cash provided by (used in) financing activities			—		981			1,648			(1,272	)		18,609			(4,012	)		15,954
	Effect of exchange rate changes on cash			—		—			(354	)		(296	)		—			2,819			2,169
	Net increase (decrease) in cash and equivalents			—		—			—			—			56			(2,755	)		(2,699	)
	Cash and equivalents at beginning of period			—		—			—			—			12			19,032			19,044
	Cash and equivalents at end of period		$	—	$	—		$	—		$	—		$	68		$	16,277		$	16,345

18

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

    The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements included elsewhere in this document, as well as the year-end Consolidated Financial Statements and Management's Discussion and Analysis included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

    The Company 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, roofing accessories, metal and vinyl raincarrying systems, soffit and fascia systems, and vinyl replacement windows. The Company's customers include original equipment manufacturers ("OEMs") such as RV, commercial panel and transportation industry manufacturers; rural contractors; home centers; manufactured housing producers; distributors; industrial and architectural contractors; and home improvement contractors.

    Effective April 10, 2000, the Company, through its wholly owned subsidiary Amerimax Home Products, Inc., acquired substantially all of the assets and assumed certain liabilities of Gutter World, Inc. ("Gutter World") and Global Expanded Metals, Inc. ("Global"). Gutter World manufactures a variety of raincarrying accessories, including gutter and door guards, water diverters and downspout strainers. Global manufactures expanded metal products.

    The Company expects these acquisitions to increase net sales in its U.S. Fabrication segment, particularly those to home centers and distributors. Consistent with the Company's business strategy, management expects to continue identifying and acquiring businesses that will allow it to expand its customer base, geographic coverage and product offerings.

    Financial results for the six months ended June 30, 2000, compared to the same period of 1999, reflect a higher volume of shipments of aluminum and steel; higher realized selling prices, particularly in Europe; and sales from the April 2000 acquisitions of Gutter World and Global, as well as the June 1999 acquisition of Atlanta Metal Products, Inc. These improvements were offset by lower net sales resulting from the weakening of foreign currencies relative to the U.S. Dollar, and the softening of demand in certain U.S. markets. The net effect of these conditions enabled a 6.0% increase in net sales. Further, higher aluminum costs enabled the Company to increase average selling prices in Europe, contributing to an increase in earnings from operations in Europe, despite weakening of European currencies relative to the U.S. Dollar. Price increases were also obtained in the U.S., although lower levels of demand in rural construction and OEM markets lead to lower U.S. operating earnings. The volatile market for aluminum raw material, together with an anticipated generally slower pace of U.S. business activity, will likely continue to pressure operating margins in the U.S. for the balance of 2000.

19

Results of Operations

Quarter Ended June 30, 2000 as Compared to Quarter Ended June 26, 1999

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

			Quarters ended
			June 30, 2000		June 26, 1999
Statements of Earnings Data:
Net sales			100.0	%	100.0	%
Costs and expenses:
	Cost of goods sold		80.7		79.3
	Selling and general		8.5		9.1
	Depreciation and amortization		2.6		2.2
		Earnings from operations	8.2		9.4
Interest expense, net			(4.1	)	(3.4	)
Other expenses, net			(0.3	)	(0.2	)
		Earnings before income taxes	3.8		5.8
Provision for income taxes			1.6		2.4
		Net earnings	2.2	%	3.4	%

		Net Sales					Earnings from Operations
Dollars in thousands		June 30, 2000		June 26, 1999		Increase/ (decrease)	June 30, 2000		June 26, 1999		Increase/ (decrease)
United States		$	110,507	$	104,788	5.5%	$	8,075	$	9,051	(10.8)%
Europe			53,208		51,411	3.5%		5,338		5,588	(4.5)%
	Totals	$	163,715	$	156,199	4.8%	$	13,413	$	14,639	(8.4)%

    Net Sales.  Net sales increased 4.8% to $163.7 million for the quarter ended June 30, 2000, from $156.2 million for the quarter ended June 26, 1999. Sales in the U.S. increased principally due to increased sales to home centers, distributors and home improvement contractors resulting primarily from the second quarter acquisitions of Gutter World and Global (see Note 2 to the Condensed Consolidated Finance Statements), as well as the 1999 acquisition of Atlanta Metal Products, Inc., acquired in June, 1999 (see Note 2 to the Consolidated Financial Statements of the Company for the year ended December 31, 1999, set forth in the Company's Annual Report on Form 10-K). These acquisitions contributed approximately $8.0 million to second quarter 2000 sales. These increases were offset by a decline in sales to producers of manufacturing housing due to reduced demand for products resulting, in part, from the producers' overstock of manufactured housing inventory. Further, second quarter 2000 sales to the RV market were higher than in the second quarter of 1999; however, we expect shipments to the RV industry to slow in the second half of the year. The Company's U.S. subsidiaries are included in the U.S. Fabrication Segment (see Note 8 to the Condensed Consolidated Financial Statements).

    Despite a decline in reported net sales of approximately $5.3 million due to the weakening of foreign exchange rates relative to the U.S. Dollar, second quarter net sales in Europe increased by approximately 3.5% over the same period in 1999. Sales in the European Roll Coating Segment (see Note 8 to the Condensed Consolidated Financial Statements) increased primarily from strong demand for specialty coated coil in continental Europe resulting from continued economic improvements in Europe, as well as from higher realized selling prices precipitated by increases in aluminum costs. Offsetting the increases

20

within the European Roll Coating Segment were decreases in sales to the U.K. export markets resulting from the continued strength of the Pound Sterling relative to other European currencies.

    Cost of goods sold.  Cost of goods sold, as a percentage of net sales, increased to 80.7% for the quarter ended June 30, 2000, from 79.3% for the quarter ended June 26, 1999. This increase is primarily attributable to an increase in raw material aluminum prices compared to the same period in the prior year.

    Selling and general.  Selling and general expenses, as a percentage of net sales, decreased to 8.5% for the quarter ended June 30, 2000, from 9.1% for the quarter ended June 26, 1999. This decrease is primarily attributable to higher net sales, lower levels of spending on information technology and incentive compensation, and a weakening of foreign exchange rates relative to the U.S. Dollar.

    Depreciation and amortization.  Depreciation and amortization, as a percentage of net sales, was 2.6% for the quarter ended June 30, 2000, compared to 2.2% for the quarter ended June 26, 1999. The increase in depreciation and amortization is primarily the result of acquisitions.

    Earnings from operations.  As noted above, earnings from operations in the U.S. decreased to $8.1 million for the quarter ended June 30, 2000, from $9.1 million for the quarter ended June 26, 1999, and earnings from operations in Europe decreased to $5.3 million for the quarter ended June 30, 2000, from $5.6 million for the quarter ended June 26, 1999. Earnings from operations in the U.S. were more negatively impacted by the higher raw material costs than were earnings in Europe, as, historically, the U.S. operations are not able to pass along raw material price increases as quickly as the European operations. The decrease in earnings from operations in Europe is attributable to the weakening of European currencies relative to the U.S. Dollar, which reduced reported operating earnings by $707.0 thousand compared to the second quarter of 1999.

    Interest expense, net.  Net interest expense, increased to $6.8 million for the quarter ended June 30, 2000, from $5.4 million for the quarter ended June 26, 1999. The increase in interest expense is due to additional borrowings to fund acquisitions, as well as to higher interest rates.

    Other expenses, net.  Other expenses were not significant for the quarters ended June 30, 2000 and June 26, 1999.

    Provision for income taxes.  The income tax provision for the period is based on the effective tax rate expected to be applicable for the full year. The effective rate for the provision for income taxes increased to 43.8% from 42.2% for the quarters ended June 30, 2000 and June 26, 1999, respectively. The slightly higher rate is primarily due to an increase in non-deductible goodwill amortization resulting from the acquisition of Atlanta Metal Products, Inc.

21

Six Months Ended June 30, 2000 as Compared to Six Months Ended June 26, 1999

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

			Six months ended
			June 30, 2000		June 26, 1999
Statements of Earnings Data:
Net sales			100.0	%	100.0	%
Costs and expenses:
	Cost of goods sold		81.3		80.3
	Selling and general		9.1		9.5
	Depreciation and amortization		2.6		2.4
		Earnings from operations	7.0		7.8
Interest expense, net			(4.0	)	(3.7	)
Other expenses, net			(0.2	)	(0.3	)
		Earnings before income taxes	2.8		3.8
Provision for income taxes			1.2		1.6
		Net earnings	1.6	%	2.2	%

		Net Sales					Earnings from Operations
Dollars in thousands		June 30, 2000		June 26, 1999		Increase/ (decrease)	June 30, 2000		June 26, 1999		Increase/ (decrease)
United States		$	195,569	$	185,788	5.3%	$	9,536	$	12,799	(25.5	)%
Europe			110,419		102,798	7.4%		11,786		9,875	19.4	%
	Totals	$	305,988	$	288,586	6.0%	$	21,322	$	22,674	(6.0	)%

    Net Sales.  Net sales increased 6.0% to $306.0 million for the six months ended June 30, 2000, from $288.6 million for the six months ended June 26, 1999. As reflected in the quarter ended June 30, 2000, compared to the quarter ended June 26, 1999, sales in the U.S. were higher principally due to increased sales to home centers, distributors and home improvement contractors resulting primarily from the second quarter acquisitions of Gutter World and Global, as well as the 1999 acquisition of Atlanta Metal Products, Inc. Increases were also experienced in vinyl window sales to home improvement contractors and sales of roofing accessories to industrial and architectural contractors. These increases were offset by a decline in sales to producers of manufacturing housing. See "Quarter Ended June 30, 2000 as Compared to Quarter Ended June 26, 2000—Net Sales" for further discussion of the factors affecting sales in the U.S., as these factors also apply to the change in net sales for the six months ended June 30, 2000, compared to the six months ended June 26, 1999.

    Despite a decline in reported net sales of approximately $10.1 million due to the weakening of foreign exchange rates relative to the U.S. Dollar, net sales in Europe for the six months ended June 30, 2000, increased by approximately 7.4% over the same period in 1999. Sales in the European Roll Coating Segment increased primarily from the continued strength of the demand for specialty coated coil in continental Europe, as well as from higher realized aluminum selling prices. Offsetting the increases in the European Roll Coating Segment were decreases in sales to the U.K. export markets resulting from the continued strength of the Pound Sterling relative to other European currencies.

    Cost of goods sold.  Cost of goods sold, as a percentage of net sales, increased to 81.3% for the six months ended June 30, 2000, from 80.3% for the six months ended June 26, 1999. This increase is primarily attributable to an increase in raw material aluminum prices compared to the same period in the prior year.

22

    Selling and general.  Selling and general expenses, as a percentage of net sales, decreased to 9.1% for the six months ended June 30, 2000, from 9.5% for the six months ended June 26, 1999. This decrease is primarily attributable to higher net sales, lower levels of spending on information technology and incentive compensation, and a weakening of foreign exchange rates relative to the U.S. Dollar.

    Depreciation and amortization.  Depreciation and amortization, as a percentage of net sales, was 2.6% for the six months ended June 30, 2000, compared to 2.4% for the six months ended June 26, 1999. The increase in depreciation and amortization is primarily the result of acquisitions.

    Earnings from operations.  As noted above, earnings from operations in the U.S. decreased to $9.5 million for the six months ended June 30, 2000, from $12.8 million for the six months ended June 26, 1999, and earnings from operations in Europe increased to $11.8 million for the six months ended June 30, 2000, from $9.9 million for the six months ended June 26, 1999. Earnings from operations in the U.S. were more negatively impacted by the higher raw material costs than were earnings in Europe, as, historically, the U.S. operations are not able to pass along raw material price increases as quickly as the European operations. The ability to pass along price increases at a quicker pace in Europe, together with strong European demand, enabled the increase in earnings from operations in Europe. This increase was achieved despite weakening European currencies, which reduced reported operating earnings by $1.4 million compared to the first six months of 1999.

    Interest expense, net.  Net interest expense, increased to $12.2 million for the six months ended June 30, 2000, from $10.6 million for the six months ended June 26, 1999. The increase in interest expense is due to additional borrowings to fund acquisitions, as well as to higher interest rates.

    Other expenses, net.  Other expenses were not significant for the six months ended June 30, 2000 and June 26, 1999.

    Provision for income taxes.  The income tax provision for the period is based on the effective tax rate expected to be applicable for the full year. The effective rate for the provision for income taxes increased to 43.5% from 42.5% for the six months ended June 30, 2000 and June 26, 1999, respectively. The slightly higher rate is primarily due to an increase in non-deductible goodwill amortization resulting from the acquisition of Atlanta Metal Products, Inc.

Liquidity and Capital Resources

    Liquidity.  The Company's primary liquidity needs arise from debt service incurred in connection with acquisitions and the funding of capital expenditures. As of June 30, 2000, the Company had cash of $19.8 million and outstanding indebtedness of $283.1 million, representing an increase of $61.9 million as compared to December 31, 1999. This increase in debt is related to the financing of acquisitions, seasonal borrowing needs of the business and higher aluminum costs. Included in such indebtedness was approximately $148.1 million under the Company's Credit Agreement, consisting of $65.3 million under the Company's Term Loans and $82.8 million under the Company's Revolving Credit Facility. The undrawn amount of the Revolving Credit Facility at June 30, 2000, was approximately $17.2 million, which was available for working capital and general corporate purposes, subject to borrowing base limitations. As of June 30, 2000, this amount was fully available.

    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, principal and interest under the Company's Credit Agreement and other indebtedness. 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. Further, the Company's leveraged position may make it more vulnerable to economic downturns and may limit its ability to withstand competitive pressures.

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    The Company's primary source of liquidity is funds generated from operations, which are supplemented by borrowings under the Credit Agreement. Net cash used in operating activities for the six months ended June 30, 2000, was $9.0 million, compared to cash provided by operating activities of $7.4 million for the six months ended June 26, 1999. The increase in cash used in operating activities for the six months ended June 30, 2000, compared to the six months ended June 26, 1999, is primarily related to an increase in accounts receivable resulting from higher sales and an increase in inventories due to higher aluminum prices.

    Net cash used in investing activities increased primarily as a result of the acquisitions of Gutter World and Global in the second quarter of 2000 as compared to the acquisition of Atlanta Metal Products during the second quarter of 1999.

    Net cash provided by financing activities increased primarily due to the borrowings under the Credit Agreement which increased approximately $49.4 million to fund the acquisitions of Gutter World and Global, and to fund increased working capital needs of the business during the six months ended June 30, 2000, compared to the six months ended June 26, 1999.

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

    Capital Expenditures.  The Company's capital expenditures were $5.2 million and $6.0 million for the six months ended June 30, 2000 and June 26, 1999, respectively. Capital expenditures in 2000 include approximately $2.2 million for several projects related to business expansion and cost reduction activities, and approximately $758.0 thousand for improvements to the paintlines in Helena, Arkansas; Roermond, The Netherlands; and Corby, England. Capital expenditures in 1999 included approximately $1.7 million for improvements to the paintline in Corby, England and Helena, Arkansas. The balance of capital expenditures in both periods primarily relate to purchases and upgrades of fabricating equipment, transportation and material moving equipment, and information systems.

    The Company has made and will continue to make capital expenditures to comply with Environmental Laws. The Company estimates that its environmental capital expenditures will be approximately $250.0 thousand in 2000.

    Working Capital Management.  Working capital was $114.7 million as of June 30, 2000, compared to $90.6 million as of December 31, 1999. The increase in working capital is primarily attributable to lower than expected sales to rural construction markets, rising aluminum prices, higher net sales, the acquisitions of Gutter World and Global, and seasonal demands of the business. 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 flows.

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 (January 1, 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

24

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 currently reviewing the provisions of SFAS No. 133 and does not believe that the Company's financial statements will be materially impacted by the adoption.

    In December 1999, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements." SAB 101 outlines the basic criteria for revenue recognition and related disclosures. SAB 101 is effective beginning in the fourth quarter of 2000. Management is currently reviewing the guidance provided by SAB 101 and does not believe the Company's financial statements will be materially impacted.

Environmental Matters

    The Company's exposure to environmental matters has not changed significantly from the year ended December 31, 1999. For detailed information regarding environmental matters, see "Management's Discussion and Analysis—Risk Management" set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

    Note Regarding Forward-Looking Statements:  The Management's Discussion and Analysis and other sections of this Form 10-Q may contain forward-looking statements that are based on current expectations, estimates and projections about the industries in which the Company operates, and management's beliefs and assumptions. Such forward-looking statements include terminology such as "expects," "anticipates," "intends," "plans," "believes," "estimates," or variations of such words and similar expressions regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this report include, but are not limited to: (1) statements regarding expected growth in the home center and distributor markets resulting from acquisitions; (2) statements regarding the Company's expectations to continue acquiring businesses that will allow it to expand its customer base, geographic coverage and product offerings; (3) statements regarding the expectation that the volatile market for aluminum raw material, together with an anticipated generally slower pace of U.S. business activity, will likely continue to pressure operating margins in the U.S. for the balance of 2000; (4) statements regarding the expectation that shipments to the RV industry will slow in the second half of the year; and (5) statements regarding the Company's belief that cash from operations and borrowings under the Credit Agreement will be adequate to meet its needs for the foreseeable future. These forward-looking statements are based on a number of assumptions that could ultimately prove inaccurate, and, therefore, there can be no assurance that they will prove to be accurate. All such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Important factors that could cause future financial performance to differ materially and significantly from past results and from those expressed or implied in this document include, without limitation, the risks of acquisition of businesses (including limited knowledge of the businesses acquired and misrepresentations by sellers), changes in business strategy or development plans, the cyclical demand for the Company's products, the supply and/or price of aluminum and other raw materials, currency exchange rate fluctuations, environmental regulations, availability of financing, competition, reliance on key management personnel, ability to manage growth, loss of customers, and a variety of other factors. For further information on these and other risks, see the "Risk Factors" section of Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1999, as well as the Company's other filings with the Securities and Exchange Commission. The Company assumes no obligation to update publicly its forward-looking statements, whether as a result of new information, future events or otherwise.

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Item 3. 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 "Note Regarding Forward Looking Statements" for additional information regarding the Private Securities Litigation Reform Act. The Company's management of market risk from changes in interest rates, exchange rates and commodity prices has not changed from the year ended December 31, 1999. For detailed information regarding the Company's risk management, see "Management's Discussion and Analysis—Risk Management" and "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

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 June 30, 2000, 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 June 30, 2000, by approximately $14.3 million, based upon the use of a discounted cash flow model, as compared to a hypothetical decrease in fair value of approximately $7.0 million at December 31, 1999. The hypothetical decrease in the fair value of the Company's fixed-rate, long-term debt is primarily the result of the depressed activity in the high yield bond market during the first half of 2000.

    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 $1.3 million as calculated at June 30, 2000, as compared to a hypothetical increase in interest expense of approximately $580.9 thousand as calculated at December 31, 1999. The hypothetical increase in interest expense is primarily the result of increases in interest rates and an increase in the Company's variable rate debt.

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 June 30, 2000, 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 $859.6 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 $822.5 thousand for the year ended December 31, 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 $577.9 thousand as calculated at June 30, 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 $795.2 thousand as calculated at December 31, 1999. The hypothetical decrease in interest expense is primarily due to the weakening of the Euro and Pound Sterling relative to the U.S. Dollar on the Company's currency swaps.

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Part II—Other Information

Item 6. Exhibits and Reports on Form 8-K

(a)

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

Condensed Consolidated Statements of Earnings for the quarters ended June 30, 2000 and June 26, 1999

Condensed Consolidated Balance Sheets at June 30, 2000 and December 31, 1999

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and June 26, 1999

Notes to Condensed Consolidated Financial Statements

(b)

Reports on Form 8-K: The Company filed a report on Form 8-K dated April 24, 2000, reporting the acquisitions of substantially all of the assets of Gutter World, Inc. and Global Expanded Metals, Inc., and which included the following documents:

(1)

Audited financial Statements of Gutter World, Inc. as of and for the year ended December 31, 1999.

(2)

Audited financial statements of Global Expanded Metals, Inc. as of and for the year ended December 31, 1999

(3)

Pro Forma Financial Information including an unaudited Pro Forma Condensed Combined Balance Sheet of Euramax International, Inc. and Subsidiaries as of December 31, 1999, and an unaudited Pro Forma Condensed Combined Statement of Earnings of Euramax International, Inc. and Subsidiaries for the year ended December 31, 1999, giving effect to the Transaction.

(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
2.3********	Purchase Agreement dated as of March 10, 2000, by and between Amerimax Home Products, Inc., Gutter World, Inc. and Global Expanded Metals, Inc., and all of the stockholders of Gutter World, Inc. and Global Expanded Metals, Inc.
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.

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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
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

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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
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

29

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
10.31	Amendment and Waiver dated as of April 10, 2000, among Euramax International, Inc. and its subsidiaries, Paribas (as Agent and Lender), and the Lenders, to the Amended and Restated Credit Agreement dated as of July 16, 1997
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.
*******	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 23, 2000.
********	Incorporated by reference to Exhibit 2.2 in the Registrant's Current Report on Form 8-K (333-05978) which was filed on April 24, 2000.

30

SIGNATURES

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

EURAMAX INTERNATIONAL, INC.

Signature	Title	Date
/s/ J. DAVID SMITH J. David Smith	Chief Executive Officer and President	August 10, 2000
/s/ R. SCOTT VANSANT R. Scott Vansant	Chief Financial Officer and Secretary	August 10, 2000

31

QuickLinks

Item 1. Financial Statements

Litigation
Environmental Matters

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
Results of Operations
Quarter Ended June 30, 2000 as Compared to Quarter Ended June 26, 1999
Six Months Ended June 30, 2000 as Compared to Six Months Ended June 26, 1999
Liquidity and Capital Resources
Recent Accounting Pronouncements
Environmental Matters
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Foreign Currency Exchange Risk

Part II—Other Information

EX-10.31

EXHIBIT 10.31

AMENDMENT AND WAIVER, dated as of April 10, 2000 (this "Amendment"), among Euramax International Inc., a Delaware corporation ("Euramax U.S."), the other Loan Parties referred to below, each 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 U.S., 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, pursuant to that certain Asset Purchase Agreement, dated as of March 10, 2000 (the "Gutter World Acquisition Agreement"), among Amerimax Home Products, Inc., a Delaware corporation and a direct, wholly owned subsidiary of U.S. Operating Co. ("Home Products"), Gutter World, Inc., a Georgia corporation ("Gutter World") and Global Expanded Metals, Inc., a Georgia corporation ("GEM"), Home Products proposes acquiring certain assets, and assuming certain liabilities, of each of Gutter World and GEM for a purchase price, payable in cash, of approximately $46,500,000 (which amount includes approximate costs and expenses associated with such acquisition), plus an increase (or decrease) in the purchase price based on a working capital adjustment if the working capital of Gutter World and GEM combined as of the closing date of the Gutter World Acquisition is greater than $2,600,000 (or less than $2,300,000), as the case may be (said purchase price, adjusted for actual costs and expenses and including such earn-out and working capital adjustments, being the "Gutter World Purchase Price"; and said acquisitions for the Gutter World Purchase Price being the "Gutter World Acquisition");

WHEREAS, Home Products intends to finance the Gutter World Acquisition with U.S. Dollar Term D Loans to be borrowed by U.S. Operating Co., which will (i) make a contribution to the capital of Home Products equal to $6.0 million of the principal amount of the U.S. Dollar Term D Loans and (ii) make a contribution to the capital of Amerimax Finance Company, a Delaware corporation and a wholly-owned subsidiary of U.S. Operating Co. ("AFC"), equal to $39 million of the principal amount of the U.S. Dollar Term D Loans, and AFC will, in turn, lend an amount equal to such capital contribution to Home Products;

WHEREAS, the Loan Parties have requested that the Lenders, Issuer, the Swing Loan Lender and the Agent agree to amend the Loan Documents to, among other things, (a) permit the proposed Gutter World Acquisition and (b) provide for such new U.S. Dollar Term D Loans; and

WHEREAS, the Lenders, the Issuer, the Swing Loan Lender and the Agent are willing to agree to such amendments, subject to the terms and conditions hereinafter set forth;

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 condition precedent set forth in Section 2, the Credit Agreement is hereby amended as follows:

    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:

    " 'AFC' has the meaning specified in the April 2000 Amendment."

    " 'AFC Guaranty' means the Guaranty, dated as of the April 2000 Amendment Effective Date, in substantially the form of Exhibit J hereto, made by AFC in favor of the Guarantied Parties, as the same

2

may be amended, supplemented or otherwise modified from time to time, pursuant to which AFC unconditionally guarantied its Guarantied Obligations."

    " 'AFC Pledge Agreement' means the Pledge Agreement, dated as of the April 2000 Amendment Effective Date, in substantially the form of Exhibit K hereto, executed by AFC, as such agreement may be amended, supplemented or otherwise modified from time to time, pursuant to which AFC has pledged to the Agent, for the ratable benefit of the Secured Parties, the Collateral covered thereby, including the Stock of each of its Subsidiaries, to secure all Obligations and AFC's Guarantied Obligations."

    " 'April 2000 Amendment' means the Amendment, dated as of April  , 2000, among the Loan Parties, the Lenders, the Swing Loan Lender and the Agent, to this Agreement and the other Loan Documents referred to therein."

    " 'April 2000 Amendment Effective Date' means the date the April 2000 Amendment becomes effective pursuant to the terms thereof."

    " 'April 2000 Amendment Termination Date' means April 30, 2000."

    " 'GEM' has the meaning specified in the April 2000 Amendment."

    " 'Gutter World' has the meaning specified in the April 2000 Amendment."

    " 'Gutter World Acquisition' has the meaning specified in the April 2000 Amendment."

    " 'Gutter World Acquisition Agreement' has the meaning specified in the April 2000 Amendment."

    " 'Gutter World Acquisition Conditions' means each of the following conditions:

    (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 the Gutter World Acquisition, 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 and the U.S. Dollar Term D Loans, (ii) to the 'Effective Date' to be deemed to be references to the date of consummation of the Gutter World Acquisition (the 'Gutter World 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 the Gutter World Acquisition, (iv) to the 'Transactions' or to the 'Fabral Purchase' to be deemed to be references to the Gutter World Acquisition, (v) to 'Fabral Holdings' and/or 'Fabral, Inc.' to be deemed to be references to Gutter World and/or GEM and (vi) to the aggregate purchase price of the Fabral Purchase as specified in the Fabral Purchase Agreement to be references to the Gutter World Purchase Price;

    (b) The Agent shall have received (i) on the Gutter World Consummation Date (A) evidence that there are no prior Liens or charges on any of the assets purchased in the Gutter World Acquisition except as permitted by Section 7.1(a); (B) executed copies of proper Financing Statements (Form UCC-1) under the Uniform Commercial Code of all jurisdictions, and 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, including, without limitation, the Domestic Security Agreement entered into by Home Products; (C) copies of the U.S. Patent Security Agreement duly executed by Home Products granting to the Agent a security interest in, and a right of set off against, all of the U.S. patents, patent applications and other similar intellectual property of Home Products, including, without limitation, all of such intellectual property acquired by Home Products in the Gutter World Acquisition; (D) copies of the U.S. Trademark Security Agreement duly executed by Home Products granting to the Agent a security interest in, and a right of set off against, all of the U.S. trademarks, tradenames, service marks, trademark applications and other similar intellectual property of Home Products, including, without limitation, all of such intellectual property acquired by Home Products in the Gutter World Acquisition; (E) copies of the U.S. Copyright Security Agreement duly executed by Home Products granting to the Agent a security

3

interest in, and a right of set off against, all of the U.S. copyrights, copyright applications other similar intellectual property of Home Products, including, without limitation, all of such intellectual property acquired by Home Products in the Gutter World Acquisition; (F) copies of the Domestic Consent Agreement, dated as of the Gutter World Consummation Date, duly executed by each of the Loan Parties party thereto confirming its Obligations under its Guaranty and respective Domestic Collateral Documents and/or Foreign Collateral Documents, as the case may be; (G) copies of the U.K. Consent Agreement, dated as of the Gutter World Consummation Date, duly executed by each of the Loan Parties party thereto confirming its obligations under its Guaranty and its respective Foreign Collateral Documents; (H) copies of a supplement to this Agreement in form and substance satisfactory to the Agent, pursuant to which AFC 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, the AFC Guaranty and the AFC Pledge Agreement, each duly executed by AFC; (I) copies of an amendment to the U.S. Operating Co. Pledge Agreement providing for the pledge by U.S. Operating Co. of the shares of Stock of AFC acquired by U.S. Operating Co. in connection with the Gutter World Acquisition; (J) copies of the Second Euramax Nantissement and the Second Dutch Holdings Nantissement, duly executed by Euramax and Dutch Holdings, respectively; (K) evidence of satisfactory insurance coverage as to the assets purchased from each of Gutter World and GEM and compliance with all provisions of the Loan Documents with respect to such insurance; (L) opinions of independent counsel to the Loan Parties, each dated the Gutter World Consummation Date, satisfactory in form and substance to the Agent; (M) from each of the Loan Parties, the documents referred to in Sections 3.1(b) and (c) required to be delivered by a Loan Party, in each case, dated the Gutter World Consummation Date and with references therein to (1) the 'Fabral Purchase Document' or to the 'Related Documents' to be deemed to be references to the Related Documents entered into in connection with the Gutter World Acquisition, (2) the 'Transactions' to be deemed to be references to the Gutter World Acquisition, (3) the 'Effective Date' to be deemed to be references to the Gutter World Consummation Date and (4) the 'Loan Documents' to be deemed to be references to the Loan Documents to be delivered, pursuant to this subsection (b); and (N) such financial and other information regarding each of Gutter World and GEM as the Agent or any Lender shall reasonably request and (ii) within the earlier to occur of (A) the six-month anniversary of the Gutter World Consummation Date (or such later date as agreed upon in writing by Euramax U.S. and each of its Domestic Subsidiaries and a majority of the Term D Lenders) and (B) the acquisition described in that certain Letter Agreement, dated as of December 8, 1999, by and between Euramax U.S. and the proposed seller (such date being the "2000 Mortgage Amendment Date"), duly executed and acknowledged amendments to or amendments and restatements of, as the case may be, all Domestic Mortgages to the extent necessary, in the sole discretion of the Agent, as a result of the transactions contemplated by the April 2000 Amendment, together with endorsements to the Title Insurance Policies issued on the 2000 Mortgage Amendment Date, duly executed and acknowledged, which endorsements bring the effective date of the Title Insurance Policies issued on the Closing Date or thereafter forward to the 2000 Mortgage Effective Date, together with opinions, satisfactory to the Agent, of local counsel retained by the Domestic Loan Parties with respect to the validity and enforceability of the Domestic Mortgages delivered on the 2000 Mortgage Amendment Date as such Domestic Mortgages may have been amended or amended and restated, as the case may be, and as to such other matters as may be reasonably required by the Agent or any Lender; and

    (c) Each document relating to the Gutter World Acquisition shall be satisfactory in form and substance to the Agent and the Majority Lenders in their sole judgment exercised reasonably."

    " 'Gutter World Consummation Date' has the meaning specified in clause (a) of the definition of Gutter World Acquisition Conditions."

    " 'Gutter World Purchase Price' has the meaning specified in the April 2000 Amendment."

    " 'Home Products' has the meaning specified in the April 2000 Amendment."

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    " 'Second Dutch Holdings Nantissement' means the Share Pledge Agreement, dated as of the April 2000 Amendment Effective Date, executed by Dutch Holdings and the Agent, for the ratable benefit of the Secured Parties, the Collateral referred to therein, including the Stock of French Holdings held by Dutch Holdings to secure the Guarantied Obligations of Dutch Holdings."

    " 'Second Euramax Nantissement' means the Share Pledge Agreement, dated as of the April 2000 Amendment Effective Date, executed by Euramax and the Agent, for the ratable benefit of the Secured Parties, the Collateral referred to therein, including the Stock of French Holdings held by Euramax to secure the Guarantied Obligations of Euramax."

    " 'U.S. Dollar Term D Loan' has the meaning specified in Section 2.2."

    " 'U.S. Dollar Term D Loan Commitment' has the meaning specified in Section 2.2."

    " 'U.S. Dollar Term D Loan Maturity Date' means June 30, 2005."

    " 'U.S. Dollar Term D Note' means a promissory note made by U.S. Operating Co. and payable to the order of any Lender in a principal amount equal to such Lender's U.S. Dollar Term D Loan Commitment, if any, as originally in effect, in substantially the same form of Exhibit A-10, evidencing the aggregate Indebtedness of U.S. Operating Co. to such Lender resulting from the U.S. Dollar Term D Loan, if any, made by such Lender to U.S. Operating Co."

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

    (i) The definition therein of "Applicable Base Rate Margin" is amended by (A) deleting the word "and" after the phrase "U.S. Dollar Term B Loans," in subsection (a) thereof and inserting a comma in lieu thereof, (B) adding the phrase "and the U.S. Dollar Term D Loans" immediately after the phrase "U.S. Dollar Term C Loans" in subsection (a) thereof, (C) deleting the word "and" at the end of subsection (a) thereof, (D) deleting the period at the end of subsection (b) thereof and inserting the phrase "; and" in lieu thereof and (E) adding the following new subsection (c) thereof:

    "(c) in the case of the U.S. Dollar Term D Loans, (i) 2.00% at all times during each Level I Rate Period, (ii) 1.75% at all times during each Level II Rate Period, (iii) 1.50% at all times during each Level III Rate Period, (iv) 1.25% at all times during each Level IV Rate Period and Level V Rate Period."

    (ii) The definition therein of "Applicable Eurocurrency Margin" is amended by (A) deleting the word "and" after the phrase "U.S. Dollar Term B Loans," and inserting a comma in lieu thereof in subsection (a) thereof, (B) deleting the word "and" at the end of subsection (a) thereof, (C) adding the phrase "and the U.S. Dollar Term D Loans" immediately after the phrase "U.S. Dollar Term C Loans" in subsection (a) thereof, (D) deleting the period at the end of subsection (b) thereof and inserting the phrase "; and" in lieu thereof and (E) adding the following new subsection (c) thereof:

    "(c) in the case of the U.S. Dollar Term D Loans, (i) 3.00% at all times during each Level I Rate Period, (ii) 2.75% at all times during each Level II Rate Period, (iii) 2.50% at all times during each Level III Rate Period, (iv) 2.25% at all times during each Level IV Rate Period and Level V Rate Period."

    (iii) The definitions therein of "Commitment" and "Commitments" are amended by (A) adding the phrase "and U.S. Dollar Term D Loan Commitment, if any," immediately after the phrase "Revolving Credit Commitment, if any," and (B) adding the phrase ", U.S. Dollar Term D Loan Commitments" immediately after the phrase "Revolving Credit Commitments".

    (iv) The definition of "Domestic Collateral Documents" is amended by adding the phrase "the AFC Pledge Agreement," immediately after the phrase "the Fabral Holdings Pledge Agreement,".

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    (v) The definition of "Domestic Subsidiary Guaranty" is amended by adding the phrase "and the AFC Guaranty," immediately after the phrase "Domestic Amendatory Agreement,".

    (vi) The definition therein of "Interest Period" is amended by (A) adding in clause (c) thereof the phrase "the U.S. Dollar Term D Loans," immediately before the phrase "the Dutch Company Term Loans", (B) deleting the word "or" after the second reference to the phrase "U.S. Dollar Term B Loans" and inserting a comma in lieu thereof and (C) adding the phrase "or U.S. Dollar Term D Loans" immediately after the second reference to the phrase "U.S. Dollar Term C Loans".

    (vii) The definition therein of "Operating Company Subsidiary" is amended by (i) deleting the phrase "Amerimax Home Products, Inc. (formerly, Euramax Home Products, Inc.), a Delaware corporation and a direct, wholly owned subsidiary of U.S. Operating Co." and substituting in lieu thereof the phrase "Home Products" and (ii) by deleting the word "and" in clause (a) thereof and adding the phrase "and (vii) AFC" immediately after the phrase "(vi) Fabral, Inc.".

    (viii) The definition therein of "Related Claims" is amended by adding the phrase "or (g) the U.S. Dollar Term D Loans," immediately after the phrase "and the Letter of Credit Obligations," in clause (i) thereof.

    (ix) The definition therein of "Related Documents" is amended by adding to the end thereof the phrase ", and each purchase agreement, instrument and other document executed with respect to the Gutter World Acquisition".

    (x) The definition therein of "Term Loan" is amended by adding the phrase "U.S. Dollar Term D Loan," immediately after the phrase "U.S. Dollar Term C Loan,".

    (xi) The definition therein of "Term Loan Note" is amended by (A) deleting the word "and" immediately after the phrase "U.S. Dollar Term B Note", (B) adding a comma immediately after the phrase "a U.S. Dollar Term C Note" and (C) adding the phrase "and a U.S. Dollar Term D Note" at the end of such definition.

    1.2. Amendments to Section 2.2. (a) The first section designated Section 2.2(b) thereof is amended by (i) adding the phrase "and" at the end of clause (ii) thereof, (ii) adding the following new clause immediately after such clause (ii):

    "(iii) On the April 2000 Amendment Effective Date, make a loan to U.S. Operating Co. in Dollars (each a "U.S. Dollar Term D Loan") in an aggregate Dollar amount set forth opposite such Lender's name on Exhibit A to the April 2000 Amendment under the caption "U.S. Dollar Term D Loan Commitment" (such Lender's "U.S. Dollar Term D Loan");"

and (iii) adding the phrase "and U.S. Dollar Term D Loans" immediately after the phrase "Additional Term Loans" in the proviso to such Section 2.2(b).

    (b) The second section designated Section 2.2(b) thereof is hereby amended and corrected by re-designating it as Section 2.2(c) and such Section 2.2(c) is amended by (i) adding the phrase "U.S. Dollar Term D Loan," immediately after the phrase "U.S. Dollar Term C Loan," and (ii) adding the phrase "U.S. Dollar Term D Note," immediately after the phrase "U.S. Dollar Term C Note,".

    1.3. Amendments to Section 2.3(b). (a) Section 2.3(b) thereof is amended by adding the following sentence immediately after the first sentence thereof:

"The U.S. Dollar Term D Loans shall each be made upon receipt of a Notice of Borrowing, given by U.S. Operating Co. to the Agent no later than 11:00 A.M. (New York City time) on the second Business Day prior to the April 2000 Amendment Effective Date in the case of Base Rate Loans, and not later than 11:00 A.M. (New York City time) on the third Business Day prior to the April 2000 Amendment Effective Date in the case of Eurocurrency Loans."

6

    (b) Section 2.3(b) thereof is further amended by (i) adding the phrase "and U.S. Dollar Term D Notes" immediately after the phrase "Additional Term Loans" in the second sentence of Section 2.3(b) and (ii) adding the following sentence at the end of Section 2.3(b):

"The Notice of Borrowing for the U.S. Dollar Term D Loans shall specify therein (i) the April 2000 Amendment Effective Date, (ii) the aggregate amount of U.S. Dollar Term D Loans, the amount thereof, if any, requested to be Eurocurrency Loans and the initial Interest Period or Periods therefor; provided, however, that the aggregate Eurocurrency Loans for each Interest Period must be in an amount not less then $500,000 or an integral multiple of $100,000 in excess thereof."

    1.4. Amendment to Section 2.5(b). Section 2.5(b) thereof is amended by adding the following sentence at the end thereof: "On the earlier of the April 2000 Amendment Termination Date and the making of the U.S. Dollar Term D Loans on the April 2000 Amendment Effective Date, each Lender's U.S. Dollar Term D Loan Commitment shall terminate."

    1.5. Amendment to Section 2.6. Section 2.6 thereof is amended by adding the following additional Section 2.6(b)(vi):

    "(vi) U.S. Operating Co. shall repay the U.S. Dollar Term D Loans on the date and in the percentage amounts of the aggregate principal amount of U.S. Dollar Term D Loans outstanding on the April 2000 Amendment Effective Date (such aggregate being the "Aggregate D Amount") as are set forth below:

Date:	Principal Payment Due:
June 30, 2000	0.25% of the Aggregate D Amount
September 30, 2000	0.25% of the Aggregate D Amount
December 31, 2000	0.25% of the Aggregate D Amount
March 31, 2001	0.25% of the Aggregate D Amount
June 30, 2001	0.25% of the Aggregate D Amount
September 30, 2001	0.25% of the Aggregate D Amount
December 31, 2001	0.25% of the Aggregate D Amount
March 31, 2002	0.25% of the Aggregate D Amount
June 30, 2002	0.25% of the Aggregate D Amount
September 30, 2002	0.25% of the Aggregate D Amount
December 31, 2002	0.25% of the Aggregate D Amount
March 31, 2003	0.25% of the Aggregate D Amount
June 30, 2003	0.25% of the Aggregate D Amount
September 30, 2003	0.25% of the Aggregate D Amount
December 31, 2003	0.25% of the Aggregate D Amount
March 31, 2004	0.25% of the Aggregate D Amount
June 30, 2004	0.25% of the Aggregate D Amount
September 30, 2004	0.25% of the Aggregate D Amount
December 31, 2004	0.25% of the Aggregate D Amount
March 31, 2005	0.25% of the Aggregate D Amount
June 30, 2005	95.0% of the Aggregate D Amount

provided, however, that U.S. Operating Co. shall repay the entire unpaid principal amount of the U.S. Dollar Term D Loans on the U.S. Dollar Term D Loan Maturity Date. All principal payments of U.S. Dollar Term D Loans shall be accompanied by accrued interest on the principal amount being repaid to the date of repayment."

    1.6. Amendments to Section 2.7. Section 2.7(d)(v) thereof is amended by (a) deleting the word "and" immediately after the phrase "U.S. Dollar Term A Loans" and substituting a comma in lieu thereof and

7

(ii) adding the phrase "and U.S. Dollar Term D Loans" immediately after the phrase "U.S. Dollar Term C Loans".

    1.7. Amendments to Section 2.9. (a) Section 2.9(a) thereof is amended by (i) deleting the word "and" immediately after the phrase "U.S. Dollar Term B Loans" and substituting a comma in lieu thereof and (ii) adding the phrase "and the U.S. Dollar Term D Loans" at the end of such Section 2.9(a) thereof.

    (b) Section 2.9(b) thereof is amended by (i) deleting the word "and" immediately after the phrase "U.S. Dollar Term B Loans" and adding a comma in lieu thereof and (ii) adding the phrase "and the U.S. Dollar Term D Loans" at the end of such Section 2.9(b) thereof.

    1.8. Amendments to Section 7.2. Section 7.2(a) thereof is amended by (i) deleting the word "and" at the end of clause (a)(xiv) thereof, (ii) deleting the period at the end of clause (a)(xv) thereof and substituting ";" in lieu thereof and (iii) and adding the following new clause (a)(xvi) thereof: "(xvi) Indebtedness of Home Products owing to AFC (x) incurred solely in connection with the Gutter World Acquisition and (y) following a capital contribution by U.S. Operating Co. to Home Products, incurred to maintain the ratio of Indebtedness to equity of Home Products at 4.00 to 1.00; provided, however, that all such Indebtedness is evidenced by promissory notes in which the Agent has a fully perfected first priority security interest."

    1.9. Amendment to Section 7.6. (a) Section 7.6(g) thereof is amended by (i) deleting the word "and" immediately after the phrase "permitted by clauses (x)" and substituting "," in lieu thereof and (ii) adding the phrase "and (xvi)" immediately after the phrase "(xiii)".

    (b) Section 7.6(j) thereof is amended by (i) deleting the word "and" immediately after the phrase "in the Color Clad Acquisition" and (ii) adding the phrase "and (iii) subject to the satisfaction of the Gutter World Acquisition Conditions, (A) the purchase of certain assets, and the assumption of certain liabilities, of each of Gutter World and GEM and (B) the purchase of Stock of AFC by U.S. Operating Co., each in connection with the Gutter World Acquisition".

    1.10. Amendments to Section 7.10. Section 7.10(i) thereof is amended by (a) deleting the word "or" and adding a comma in lieu thereof and (b) adding the phrase "or (j)" immediately after the phrase "(g)" therein.

    1.11. Amendments to Section 7.13. Section 7.13 thereof is amended by (a) deleting the word "and" at the end of clause (k) thereof and (b) adding the phrase "; and (m) following the consummation of the Gutter World Acquisition, AFC shall not own any assets except Indebtedness of Subsidiaries of U.S. Operating Co. in its favor which shall be pledged to the Agent pursuant to the AFC Pledge Agreement (including, without limitation, an intercompany note made by Home Products in AFC's favor dated the Gutter World Acquisition Date)" at the end of clause (l) thereof.

    1.12. Amendment to Exhibits to Credit Agreement. The Exhibits to the Credit Agreement are amended by adding thereto, immediately after Exhibit A-9, an Exhibit A-10 in the form of Exhibit Battached hereto.

    SECTION 2. Waiver. The requirement in Section 2.7(d)(iii) of the Credit Agreement that the Borrowers must prepay the Term Loans within 100 days of the last day of the Fiscal Year ending on December 31, 1999, in an amount equal to 50% of Excess Cash Flow for such Fiscal Year, together with accrued interest to the date of such prepayment on the principal amount prepaid is hereby waived.

    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 Lenders, the Swing Loan Lender and each Loan Party.

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    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 as amended hereby, 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 as amended hereby, 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 as amended hereby 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 as amended hereby or upon the consummation of the transactions contemplated hereby or thereby.

    (e) None of the transactions contemplated by this Amendment or the Loan Documents as amended hereby 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 as amended hereby, 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 as amended hereby, or for the consummation of any of the transactions contemplated hereby, including the transactions contemplated by the amendments set forth herein except as specifically contemplated hereby.

    (g) 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

9

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 waiver 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.

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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 INTERNATIONAL LIMITED

 
By:

Title:

 
EURAMAX EUROPEAN HOLDINGS LIMITED

 
By:

Title:

 
EURAMAX CONTINENTAL LIMITED

 
By:

Title:

 
EURAMAX EUROPEAN HOLDINGS, B.V.

 
By:

Title:

 
AMERIMAX FINANCE COMPANY, INC.

 
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:

 
EURAMAX COATED PRODUCTS B.V.

 
By:

Title:

 
AMERIMAX HOLDINGS, INC.
 
AMERIMAX FABRICATED PRODUCTS, INC.
 
AMERIMAX BUILDING PRODUCTS, INC.
 
AMERIMAX COATED PRODUCTS, INC.
 
AMERIMAX 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:

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

 
By:

Title:

 
By:

Title:

 
FLEET NATIONAL BANK
  (formerly, 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:

 
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:

 
FLEET NATIONAL BANK, as a Lender

 
By:

Title:

Exhibit A

U.S. Dollar Term D Loan Commitments

Lender	Dollar Amount		Percentage
Paribas	$	40,000,000	100%

Exhibit B

EXHIBIT A-10
[FORM OF U.S. DOLLAR TERM D NOTE]

Dated:      , 2000

    FOR VALUE RECEIVED, the undersigned, AMERIMAX FABRICATED PRODUCTS, INC., a Delaware corporation, ("U.S. Operating Co."), HEREBY PROMISES TO PAY to the order of [NAME OF LENDER] (the "Lender") the unpaid principal amount of the U.S. Dollar Term D Loan (as defined in the Credit Agreement referred to below) of the Lender made to U.S. Operating Co., payable at such times, and in such amounts as are specified in the Credit Agreement.

    U.S. Operating Co. promises to pay interest on the unpaid principal amount of the U.S. Dollar Term D Loan from the date hereof until such principal amount is paid in full, at such interest rates, and payable at such times as are specified in the Credit Agreement.

    Both principal and interest are payable in lawful money of the United States of America to Paribas (formerly, Banque Paribas), as the Agent referred to below, at The Equitable Tower, 787 Seventh Avenue, New York, New York 10019, in immediately available funds.

    This Note is one of the U.S. Dollar Term D Notes referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement, dated as of July 16, 1997, as amended (said Agreement, as it may be amended, supplemented or otherwise modified from time to time, being the "Credit Agreement"), among U.S. Operating Co., Euramax International Inc., a Delaware corporation, Euramax Holdings Limited, a company organized under the laws of England and Wales, Euramax Netherlands B.V., a company organized under the laws of the Netherlands, and Euramax Europe B.V., a company organized under the laws of the Netherlands, as additional Borrowers, each of Euramax International plc, a company organized under the laws of England and Wales, Broomco (1922) Limited, a company organized under the laws of England and Wales, Euramax Continental Limited, a company organized under the laws of England and Wales, Euramax Europe Limited, a company organized under the laws of England and Wales, Amerimax Holdings, Inc., a Delaware corporation, Euramax European Holdings, B.V., a company organized under the laws of the Netherlands, Euramax European Holdings plc, a company organized under the laws of England and Wales, each Operating Company Subsidiary referred to in the Credit Agreement and the other Loan Parties party thereto, the Lender and the other financial institutions referred to therein (said financial institutions, together with the Lender, being the "Lenders"), the Issuer referred to therein, and Paribas (formerly, Banque Paribas), as Agent for the Lenders and said Issuer, and (b) the other Loan Documents referred to therein and entered into pursuant thereto. The Credit Agreement, among other things, (i) provides for the U.S. Dollar Term D Loan of the Lender in a principal amount not to exceed the U.S. Dollar Term D Loan Commitment of the Lender, the indebtedness of U.S. Operating Co. resulting from such U.S. Dollar Term D Loan being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

    This Note is entitled to the benefit of certain guaranties and is secured as provided in the other Loan Documents (as defined in the Credit Agreement).

    Demand, presentment, protest and notice of non-payment and protest are hereby waived by U.S. Operating Co.

    This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

AMERIMAX FABRICATED PRODUCTS, INC.

By: 

    Title:

EX-27

 


<ARTICLE> 5

                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-29-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                          19,781
<SECURITIES>                                         0
<RECEIVABLES>                                  101,951
<ALLOWANCES>                                     2,938
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<DEPRECIATION>                                  34,807
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<CURRENT-LIABILITIES>                          101,291
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