SC TO-T

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Rule 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

BERGER HOLDINGS, LTD.
(Name of Subject Company (Issuer))

AMERIMAX PENNSYLVANIA, INC.
EURAMAX INTERNATIONAL, INC.
(Name of Filing Persons (Offerors))

Common Shares, par value $.01 per share
(Title of Class of Securities)

084037407
(CUSIP Number of Class of Securities)

R. Scott Vansant
Vice President and Chief Financial Officer
Amerimax Pennsylvania, Inc.
5445 Triangle Parkway, Suite 350
Norcross, Georgia 30092
Telephone: (770) 449-7066

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)

With a copy to:
Geraldine A. Sinatra, Esq.
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 994-4000

TRANSACTION VALUATION*	AMOUNT OF FILING FEE
$25,649,183	$2,076

*

Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rules 0-11(d) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The calculation of the transaction valuation assumes the purchase of 5,271,926 outstanding shares of common stock of Berger Holdings, Ltd., at a purchase price of $3.90 per share. The transaction valuation also includes the offer price of $3.90 less $1.7444, which is the average exercise price per share, multiplied by 2,360,675, the estimated number of options outstanding. The amount of the filing fee is calculated at $80.90 per $1,000,000 of the Transaction Valuation.

o

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

Amount Previously Paid: $ Filing party: Form or Registration No.: Date Filed:

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

        This Tender Offer Statement on Schedule TO (this "Statement") relates to the offer by Amerimax Pennsylvania, Inc., a Pennsylvania corporation (the "Purchaser") and an indirect wholly owned subsidiary of Euramax International, Inc., a Delaware corporation ("Parent"), to purchase (1) all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Berger Holdings, Ltd., a Pennsylvania corporation (the "Company"), and (2) the associated rights to purchase shares of junior participating preferred stock of the Company (the "Rights") issued pursuant to the Rights Agreement (the "Rights Agreement"), dated as of August 21, 1998, as amended, by and between the Company and Oxford Transfer & Registrar, as Rights Agent, at a purchase price of $3.90 per share, net to the seller in cash. Unless the context otherwise requires, all references to the Shares shall be deemed to include the associated Rights, and all references to the Rights shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement. The terms and conditions of the offer are described in the Offer to Purchaser, dated October 20, 2003 (the "Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(A), and the related Letter of Transmittal and the instructions thereto, a copy of which is attached hereto as Exhibit (a)(1)(B) (which, as they may be amended or supplemented from time to time, together constitute the "Offer").

        Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to Items 1 through 11 of this Statement and is supplemented by the information specifically provided for herein.

ITEM 1. SUMMARY TERM SHEET.

        The information set forth in the section of the Offer to Purchase entitled "Summary Term Sheet" is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

        (a)   The subject company and issuer of the securities subject to the Offer is Berger Holdings, Ltd., a Pennsylvania corporation. Its principal executive office is located at 805 Pennsylvania Boulevard, Feasterville, PA 19053 and its telephone number at such office is (215) 355-1200.

        (b)   This Statement relates to the Offer by Purchaser to purchase all issued and outstanding Shares for $3.90 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal. The information set forth in the introduction to the Offer to Purchase (the "Introduction") is incorporated herein by reference.

        (c)   The information concerning the principal market in which the Shares are traded and certain high and low sales prices for the Shares in such principal market is set forth in "Price Range of the Shares; Dividends on the Shares" in the Offer to Purchase and is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.

        (a), (b), (c) The information set forth in the section of the Offer to Purchase entitled "Certain Information Concerning Parent and Purchaser" and in Schedule I to the Offer to Purchase is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

        (a)(1)(i)-(viii), (x), (xii) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled "Terms of the Offer," "Acceptance for Payment and Payment," "Procedures for Tendering Shares," "Withdrawal Rights," "Certain U.S. Federal Income Tax Consequences," "Effect of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations" and "Certain Conditions of the Offer" is incorporated herein by reference.

        (a)(1)(ix), (xi) Not applicable.

1

        (a)(2)(i)-(v) and (vii) The information set forth in the sections of the Offer to Purchase entitled "Certain U.S. Federal Income Tax Consequences," "Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" and "Plans for the Company; Other Matters" is incorporated herein by reference.

        (a)(2)(vi) Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

        (a), (b)(1-5) The information set forth in the sections of the Offer to Purchase entitled "Certain Information Concerning Parent and Purchaser," "Background of the Offer; Contacts with the Company," "Purpose of the Offer and the Merger; the Merger Agreement and certain Other Agreements" and "Plans for the Company; Other Matters" is incorporated herein by reference.

        (b)(6) None.

ITEM 6. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS.

(a), (c)(1), (c)(3-7) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled "Background of the Offer; Contacts with the Company," "Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements," "Plans for the Company; Other Matters," "Dividends and Distributions" and "Effect of the Offer on the Market for the Common Shares, Share Quotation, Exchange Act Registration; Margin Regulations" is incorporated herein by reference.

        (c)(2) None.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

        (a), (b) The information set forth in the section of the Offer to Purchase entitled "Sources and Amount of Funds" is incorporated herein by reference.

        (d) The information set forth in the sections of the Offer to Purchase entitled "Sources and Amount of Funds" and "Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" is incorporated herein by reference.

ITEM 8. INTEREST IN SHARES OF THE SUBJECT COMPANY.

        (a), (b) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled "Certain Information Concerning Parent and Purchaser," "Background of the Offer; Contacts with the Company," "Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements; "Plans for the Company; Other Matters" and in Schedule I to the Offer to Purchase is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

        (a) The information set forth in the Introduction and in the section of the Offer to Purchase entitled "Fees and Expenses" is incorporated herein by reference.

ITEM 10. FINANCIAL STATEMENTS.

        (a), (b) Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

        (a)(1) The information set forth in the sections of the Offer to Purchase entitled "Certain Information Concerning Parent and Purchaser" and "Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" is incorporated herein by reference.

2

        (a)(2), (3) The information set forth in the sections of the Offer to Purchase entitled "Terms of the Offer," "Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements," "Certain Conditions of the Offer" and "Certain Legal Matters and Regulatory Approvals" is incorporated herein by reference.

        (a)(4) The information set forth in the section of the Offer to Purchase entitled "Effect of the Offer on the Market for the Common Shares; Share Quotation; Exchange Act Registration; Margin Regulations" is incorporated herein by reference.

        (a)(5) None.

        (b) The information set forth in the Offer to Purchase is incorporated herein by reference.

3

ITEM 12. EXHIBITS.

(a)(1)(A)	Offer to Purchase.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute W-9.
(a)(5)(A)	Press Release issued on October 13, 2003, incorporated herein by reference to the Schedule TO-C, filed by Euramax International, Inc. on October 14, 2003.
(a)(5)(B)	Summary Advertisement as published in the New York Times on October 20, 2003.
(a)(5)(C)	Joint Press Release issued on October 20, 2003.
(b)(1)	Third Amended and Restated Credit Agreement among Euramax International, Inc., certain subsidiaries of Euramax International, Inc. named therein, the financial institutions who are parties thereto, as lenders and Wachovia Bank National Association, as the issuer, swing loan lender, and agent.
(d)(1)	Agreement and Plan of Merger, dated as of October 10, 2003, by and among Amerimax Pennsylvania, Inc., Euramax International, Inc. and Berger Holdings, Ltd.
(d)(2)	Tender and Option Agreement, dated as October 10, 2003, by and among Amerimax Pennsylvania, Inc., Euramax International, Inc., Berger Holdings, Ltd. and certain Shareholders.
(d)(3)	Stock Option Agreement, dated as October 10, 2003, by and among Amerimax Pennsylvania, Inc., Euramax International, Inc. and Berger Holdings, Ltd.
(d)(4)	Confidentiality and Exclusivity Letter Agreement dated as of August 4, 2003 by and between Euramax International, Inc. and Berger Holdings, Ltd., as amended.
(d)(5)	Employment Agreement between Amerimax Pennsylvania, Inc. and Francis E. Wellock, dated as of October 10, 2003.
(d)(6)	Employment Agreement between Amerimax Pennsylvania, Inc. and Paul L. Spiese, dated as of October 10, 2003.
(d)(7)	Employment Agreement between Amerimax Pennsylvania, Inc. and Gregory Weiderman, dated as of October 10, 2003.
(g)	Not applicable.
(h)	Not applicable.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

        Not applicable.

4

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EURAMAX INTERNATIONAL, INC.
By:	/s/  R. SCOTT VANSANT Name: R. Scott Vansant Title: Vice President and Chief Financial Officer
AMERIMAX PENNSYLVANIA, INC.
By:	/s/  R. SCOTT VANSANT Name: R. Scott Vansant Title: Vice President and Chief Financial Officer

Dated: October 20, 2003

5

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute W-9.
(a)(5)(A)	Press Release issued on October 13, 2003, incorporated herein by reference to the Schedule TO-C, filed by Euramax International, Inc. on October 14, 2003.
(a)(5)(B)	Summary Advertisement as published in the New York Times on October 20, 2003.
(a)(5)(C)	Joint Press Release issued on October 20, 2003.
(b)(1)	Third Amended and Restated Credit Agreement among Euramax International, Inc., certain subsidiaries of Euramax International, Inc. named therein, the financial institutions who are parties thereto, as lenders and Wachovia Bank National Association, as the issuer, swing loan lender, and agent.
(d)(1)	Agreement and Plan of Merger, dated as of October 10, 2003, by and among Amerimax Pennsylvania, Inc., Euramax International, Inc. and Berger Holdings, Ltd.
(d)(2)	Tender and Option Agreement, dated as October 10, 2003, by and among Amerimax Pennsylvania, Inc., Euramax International, Inc., Berger Holdings, Ltd. and certain Shareholders.
(d)(3)	Stock Option Agreement, dated as October 10, 2003, by and among Amerimax Pennsylvania, Inc., Euramax International, Inc. and Berger Holdings, Ltd.
(d)(4)	Confidentiality and Exclusivity Letter Agreement dated as of August 4, 2003 by and between Euramax International, Inc. and Berger Holdings, Ltd., as amended.
(d)(5)	Employment Agreement between Amerimax Pennsylvania, Inc. and Francis E. Wellock, dated as of October 10, 2003.
(d)(6)	Employment Agreement between Amerimax Pennsylvania, Inc. and Paul L. Spiese, dated as of October 10, 2003.
(d)(7)	Employment Agreement between Amerimax Pennsylvania, Inc. and Gregory Weiderman, dated as of October 10, 2003.
(g)	Not applicable.
(h)	Not applicable.

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EXHIBIT INDEX

EX-99.A1A

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Exhibit (a)(1)(A)

Offer to Purchase for Cash
All Outstanding Common Shares
(Including the Related Preferred Stock Purchase Rights)
of
Berger Holdings, Ltd.
at
$3.90 Net Per Share
by
Amerimax Pennsylvania, Inc.
an indirect wholly owned subsidiary of
Euramax International, Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, NOVEMBER 17, 2003, UNLESS THE OFFER IS EXTENDED.

        THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 10, 2003 (THE "MERGER AGREEMENT"), BY AND AMONG EURAMAX INTERNATIONAL, INC., AMERIMAX PENNSYLVANIA, INC. AND BERGER HOLDINGS, LTD. (THE "COMPANY"). THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, ADVISABLE AND IN THE BEST INTERESTS OF, THE COMPANY'S SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

        THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN IMMEDIATELY PRIOR TO THE EXPIRATION OF THE OFFER OR OTHERWISE ACQUIRED BY EURAMAX INTERNATIONAL, INC. OR ANY OF ITS AFFILIATES A NUMBER OF SHARES REPRESENTING AT LEAST 80% OF THE FULLY DILUTED SHARES (EXCLUDING OPTIONS FOR WHICH EXERCISABILITY HAS BEEN SUSPENDED OR FOR WHICH, UNDER THE TENDER AND OPTION AGREEMENT DATED AS OF OCTOBER 10, 2003 AMONG EURAMAX INTERNATIONAL, INC., AMERIMAX PENNSYLVANIA, INC., THE COMPANY AND THE SHAREHOLDERS LISTED THEREIN, EURAMAX INTERNATIONAL, INC. HAS A VALID PURCHASE OPTION (AS DEFINED THEREIN) WHICH HAS NOT BEEN DISPUTED) THE OFFER IS ALSO SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THIS OFFER TO PURCHASE. SEE SECTION 15.

IMPORTANT

        Any shareholder desiring to tender all or any portion of such shareholder's shares of common stock of Berger Holdings, Ltd. and the related preferred stock purchase rights should either (1) complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal, have such shareholder's signature thereon guaranteed if required by Instruction 1 to the Letter of Transmittal, mail or deliver the Letter of Transmittal (or such facsimile), or, in the case of a transfer effected pursuant to the book-entry transfer procedures set forth in "The Offer—Procedures for Tendering Shares," transmit an Agent's Message (as defined herein), and any other required documents to the Depositary and either deliver the certificates for such shares to the Depositary along with the Letter of Transmittal (or such facsimile) or deliver such shares pursuant to the book-entry transfer procedures set forth in "The Offer—Procedures for Tendering Shares," or (2) request such shareholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such shareholder. A shareholder whose shares of common stock of Berger Holdings, Ltd. are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such shareholder desires to tender such shares.

        A shareholder who desires to tender such shareholder's shares of common stock of Berger Holdings, Ltd. (and preferred stock purchase rights) and whose certificates representing such shares (and preferred stock purchase rights) are not immediately available or who cannot comply with the procedures for book-entry transfer on a timely basis may tender such shares (and preferred stock purchase rights) by following the procedures for guaranteed delivery set forth in "The Offer—Procedures for Tendering Shares."

        Questions and requests for assistance may be directed to the Information Agent at the address and telephone number set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies.

The Information Agent for the Offer is:
D.F. King & Co., Inc.

October 20, 2003

TABLE OF CONTENTS

SUMMARY TERM SHEET		S-1
INTRODUCTION		1
THE OFFER		5
1.	Terms of the Offer.	5
2.	Acceptance for Payment and Payment.	7
3.	Procedures for Tendering Shares.	8
4.	Withdrawal Rights.	11
5.	Certain U.S. Federal Income Tax Consequences.	11
6.	Price Range of the Shares; Dividends on the Shares.	12
7.	Effect of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations.	13
8.	Certain Information Concerning the Company.	14
9.	Certain Information Concerning Parent and Purchaser.	18
10.	Sources and Amount of Funds.	19
11.	Background of the Offer; Contacts with the Company.	21
12.	Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements.	22
13.	Plans for the Company; Other Matters.	43
14.	Dividends and Distributions.	45
15.	Certain Conditions of the Offer.	45
16.	Certain Legal Matters and Regulatory Approvals.	49
17.	Fees and Expenses.	52
18.	Miscellaneous.	53
SCHEDULE I  INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF AMERIMAX PENNSYLVANIA, INC. AMERIMAX FABRICATED PRODUCTS, INC. AND EURAMAX INTERNATIONAL, INC.		I-1

i

SUMMARY TERM SHEET

        Amerimax Pennsylvania, Inc., an indirect wholly owned subsidiary of Euramax International, Inc., is offering to purchase all of the outstanding common shares (including the related preferred stock purchase rights) of Berger Holdings, Ltd. for $3.90 per share, net to the seller in cash. The following are answers to some of the questions you, as a shareholder of Berger, may have about the offer. We urge you to read carefully the remainder of this Offer to Purchase and the Letter of Transmittal and the other documents to which we have referred because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal.

WHO IS OFFERING TO BUY MY SECURITIES?

        We are Amerimax Pennsylvania, Inc., a Pennsylvania corporation formed for the purpose of making this tender offer. We are an indirect wholly owned subsidiary of Euramax International, Inc., a Delaware corporation, that, after the merger, will indirectly hold the shares of Berger. See the "Introduction" to this Offer to Purchase and Section 9—"Certain Information Concerning Parent and Purchaser."

WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?

        We are seeking to purchase all of the outstanding shares of common stock (including the related preferred stock purchase rights) of Berger. See the "Introduction" to this Offer to Purchase and Section 1—"Terms of the Offer."

WHAT ARE THE "RELATED PREFERRED STOCK PURCHASE RIGHTS?"

        The related preferred stock purchase rights were issued to all Berger shareholders, but currently are not represented by separate certificates. Instead, they are represented by the certificates for your shares. A tender of shares will include a tender of the related rights. See Section 3—"Procedures for Accepting the Offer and Tendering Shares" and Section 15—"Certain Conditions of the Offer."

HOW MUCH ARE YOU OFFERING TO PAY? WHAT IS THE FORM OF PAYMENT? WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?

        We are offering to pay $3.90 per share (including the related preferred stock purchase rights), net to you in cash. In addition, the Agreement and Plan of Merger, dated as of October 10, 2003, among us, Euramax and Berger (we refer to this as the "merger agreement") provides that the offering price may be adjusted downward in circumstances in which Berger's capitalization representation is inaccurate. If you are the record owner of your shares and you directly tender your shares to us in the offer, you will not have to pay brokerage fees or similar expenses. If you own your shares through a broker or other nominee, and your broker tenders your shares on your behalf, your broker or nominee may charge you a fee or commission for doing so. You should consult your broker or nominee to determine whether any such charges will apply. See the "Introduction" to this Offer to Purchase.

DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

        Yes. We will have cash funds, which will be provided by Euramax, sufficient to purchase all of the shares (including the related preferred stock purchase rights) validly tendered in the offer and for our acquisition of the remaining shares in the merger with Berger, which is expected to follow the successful completion of the offer in accordance with the terms and conditions of the merger agreement. The funds to be provided by Euramax will be obtained from borrowings under its senior credit facility. The offer is not conditioned on obtaining additional financing. See Section 10—"Source and Amount of Funds."

S-1

IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER MY SHARES IN THE OFFER?

        No. We do not think our financial condition is relevant to your decision whether to tender shares and accept the offer because:

•

the offer is being made for all outstanding shares solely for cash;



•

the offer is not subject to any financing conditions;



•

Euramax will provide us with sufficient funds to purchase all shares validly tendered in the offer; and



•

if we consummate the offer, we will acquire all remaining shares for the same cash price in the merger.

See Section 10—"Source and Amount of Funds."

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

•

We are not obligated to purchase any shares (including the related preferred stock purchase rights) that are validly tendered unless the number of shares (including the related preferred stock purchase rights) validly tendered and not withdrawn before the expiration date of the offer represents at least 80% of the outstanding shares on a fully diluted basis (excluding options for which exercisability has been suspended or for which, under the Tender and Option Agreement, Euramax has a valid purchase option (as defined therein) which has not been disputed). We call this condition the "minimum condition." See Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements."



•

We are not obligated to purchase any shares that are validly tendered if there is threatened or pending any suit, action or proceedings by any governmental entity, or there shall be pending any suit, action or proceeding by any other person which has a reasonable possibility of success, which, among other things, challenges or seeks to make illegal, delay, restrain or prohibit us from making the offer for or purchasing the shares of common stock (including the related preferred stock purchase rights) of Berger or seeks to obtain material damages as a result thereof or which otherwise could reasonably be expected to have a material adverse effect on Berger or Euramax. See Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements."

        The offer is also subject to a number of other important conditions. We can waive some of these conditions without the consent of Berger. We cannot, however, waive the minimum condition (except for waivers reducing the minimum condition not below a majority of the outstanding shares of Berger common stock on a fully diluted basis) without the consent of Berger. See Section 15—"Certain Conditions of the Offer."

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER MY SHARES IN THE OFFER?

        You will have until 12:00 midnight, New York City time, on Monday, November 17, 2003, to tender your shares (including the related preferred stock purchase rights) in the offer. Furthermore, if you cannot deliver everything required to make a valid tender by that time, you may still participate in the offer by using the guaranteed delivery procedure that is described later in this Offer to Purchase. See Sections 1—"Terms of the Offer," 2—"Acceptance for Payment and Payment" and 3—"Procedures for Tendering Shares."

S-2

CAN THE OFFER BE EXTENDED, AND UNDER WHAT CIRCUMSTANCES?

        Yes. The offer may be extended for varying lengths of time depending on the circumstances. We have agreed in the merger agreement that we may, without the consent of Berger:

•

extend the expiration date of the offer on one or more occasions for such period as may be determined by us in our sole discretion (each such extension period not to exceed ten business days at a time), if at the then scheduled expiration date of the offer any of the conditions to our obligations to accept for payment and pay for shares will not be satisfied or waived; and



•

extend the offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission or the staff thereof applicable to the offer.

        Without limiting our right to extend the offer, provided that the merger agreement has not been terminated in accordance with the provisions thereof, if the conditions to the offer are not satisfied or, to the extent permitted thereby, waived by us as of the date the offer would otherwise have expired, then, except to the extent that the conditions in our reasonable judgment are incapable of being satisfied, at the request of Berger, we will extend the offer from time to time until the earliest of (i) December 31, 2003, (ii) the consummation of the offer or (iii) termination of the merger agreement.

        See Section 1—"Terms of the Offer" for more details of our obligation and ability to extend the offer.

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

        If we extend the offer, we will inform JPMorgan Chase Bank, the depositary for the offer, of that extension and will issue a press release announcing the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which the offer was scheduled to expire. See Section 1—"Terms of the Offer."

HOW DO I TENDER MY SHARES?

        To tender your shares (including the related preferred stock purchase rights), you must deliver the certificates representing your shares, together with a completed letter of transmittal and any other documents required by the letter of transmittal, to JPMorgan Chase Bank, the depositary for the offer, prior to the expiration of the offer. If your shares are held in street name (that is, through a broker, dealer or other nominee), they must be tendered by your nominee through The Depository Trust Company. If you are unable to deliver any required document or instrument to the depositary by the expiration of the offer, you may still participate in the offer by having a broker, a bank or other fiduciary that is an eligible institution guarantee that the missing items will be received by the depositary within three Nasdaq SmallCap Market trading days. For the tender to be valid, however, the depositary must receive the missing items within that three trading day period. See Sections 2—"Acceptance for Payment and Payment" and 3—"Procedures for Tendering Shares."

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

        To withdraw previously tendered shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the depositary while you still have the right to withdraw shares. If you tendered shares by giving instructions to a broker or bank, you must instruct the broker or bank to arrange for the withdrawal of your shares. See Section 4—"Withdrawal Rights."

UNTIL WHAT TIME MAY I WITHDRAW PREVIOUSLY TENDERED SHARES?

        You may withdraw your previously tendered shares at any time before the expiration of the offer. See Section 4—"Withdrawal Rights."

S-3

WHAT DOES THE BERGER BOARD OF DIRECTORS THINK OF THE OFFER?

        The Board of Directors of Berger has unanimously approved the merger agreement and the transactions contemplated thereby, including the offer and the merger, and determined that the offer and the merger are fair to, advisable and in the best interest of, Berger shareholders and recommends that the shareholders accept the offer and tender their shares (including the related preferred stock purchase rights) pursuant to the offer. See the "Introduction" to this Offer to Purchase.

DO WE HAVE ANY AGREEMENTS WITH BERGER OR BERGER'S SHAREHOLDERS?

        Yes. Certain shareholders (we refer to these shareholders as specified shareholders) have agreed, pursuant to the Tender and Option Agreement, dated as of October 10, 2003, among us, Euramax, Berger and the specified shareholders (we refer to this as the "tender and option agreement"), to tender in the offer, and not withdraw therefrom, the shares owned by these specified shareholders, as well as any other shares acquired prior to the expiration of the offer, including pursuant to the exercise of options, and vote the shares that they are entitled to vote in favor of the transactions contemplated by the merger agreement. The tender and option agreement relates to the 1,121,544 shares owned by the specified shareholders, as well as 1,951,500 of shares subject to options (as defined in this offer to purchase), all of which are presently exercisable. The issued and outstanding shares subject to the tender and option agreement currently represent approximately 21% of the Fully Diluted Shares (as defined in this offer to purchase, which definition excludes options for which exercisability has been suspended or for which, under the tender and option agreement, Euramax has a valid purchase option (as defined therein) which has not been disputed). Each specified shareholder also granted to Euramax and us an irrevocable option to purchase for cash, under certain circumstances, any or all of their shares (including shares acquired after the date of the tender and option agreement) at a price per share equal to $3.90. If requested by Euramax and us and only if necessary and sufficient to achieve the minimum condition (together with other similarly placed specified shareholders), each specified shareholder will exercise all options (to the extent exercisable) and other rights (including conversion or exchange rights) beneficially owned by such specified shareholder and will sell the shares acquired pursuant to such exercise to Euramax or us as provided in the tender and option agreement. The issued and outstanding shares, together with shares relating to presently exercisable options subject to the tender and option agreement, represent approximately 43% of the fully diluted shares (after giving effect to the exercise of the 1,951,500 options). Also, pursuant to the tender and option agreement, these specified shareholders agreed to make an aggregate of $253,695 in incentive payments to Euramax in order to induce Euramax to consummate the offer. See Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements."

IF A NUMBER OF SHARES (INCLUDING THE RELATED PREFERRED STOCK PURCHASE RIGHTS) MEETING THE MINIMUM CONDITION ARE TENDERED AND ACCEPTED FOR PAYMENT, WILL BERGER CONTINUE AS A PUBLIC COMPANY?

        In most cases, no. Following the purchase of shares (including the related preferred stock purchase rights) in the offer, we expect to consummate the merger. If the merger takes place, Berger no longer will be publicly owned. Even if for some reason the merger does not take place, if we purchase all of the tendered shares (including the related preferred stock purchase rights), there may be so few remaining shareholders and publicly held shares that Berger common stock will no longer be eligible to be listed on the Nasdaq SmallCap Market or other securities exchanges, there may not be an active public trading market for Berger common stock, and Berger may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies. See Section 7—"Effect of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations."

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DO I HAVE STATUTORY DISSENTERS' RIGHTS?

        No. However, if you so choose, you may be entitled to exercise dissenters' rights in the merger. You will only be entitled to dissenters' rights in the merger if (i) as a result of the offer we own at least 80% of the outstanding shares of Berger, and we effect a "short-form" merger with Berger without any action or vote on the part of the board of directors or the shareholders of Berger or (ii) prior to the merger, the shares are no longer listed on the Nasdaq SmallCap Market or other securities exchanges and the shares are beneficially and of record held by less than 2,000 persons. If you elect to dissent in circumstances in which dissenters' rights are applicable and comply with the provisions of the Pennsylvania Business Corporation Law of 1988 (or the PBCL) relating to dissenters' rights, your shares, at the effective time of the merger, will not entitle you to receive the per share amount being paid by us in the offer as set forth above. You will instead be entitled to receive either the amount that the surviving corporation determines to be the fair value of your shares or, if you disagree with that valuation, whatever consideration may be determined to be due to you by a court pursuant to the applicable provision of the PBCL. Your right to seek an appraisal under Pennsylvania law will be forfeited if you do not comply with the requirements of the PBCL relating to dissenters' rights. See Section 13—"Plans for the Company; Other Matters."

WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL OF THE BERGER SHARES (INCLUDING THE RELATED PREFERRED STOCK PURCHASE RIGHTS) ARE NOT TENDERED IN THE OFFER?

        In most cases, yes. If we accept for payment and pay for at least 80% of the shares (including the related preferred stock purchase rights) on a fully diluted basis (excluding options for which exercisability has been suspended or for which, under the tender and option agreement, Euramax has a valid purchase option (as defined therein) which has not been disputed), we will be merged with and into Berger. We have agreed to vote for or enter into a written consent with respect to all shares we acquire in the offer to cause the approval of the merger. If that merger takes place, Euramax will indirectly own all of the shares and all shareholders (other than us, Euramax and, if applicable, shareholders properly exercising dissenters' rights) will receive $3.90 per share in cash, without interest (or any higher price per share that is paid in the offer). See the "Introduction" to this Offer to Purchase.

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

        If you decide not to tender your shares (including the related preferred stock purchase rights) in the offer and the merger occurs, you will receive the same amount of cash per share (including the related preferred stock purchase rights) that you would have received had you tendered your shares in the offer, without any interest being paid on such amount, subject to, if applicable, any dissenters' rights properly exercised under Pennsylvania law. Therefore, if the merger takes place, unless you properly exercise dissenters' rights under Pennsylvania law, the only difference to you between tendering your shares and not tendering your shares is that you will be paid earlier if you tender your shares in the offer. If you decide not to tender your shares in the offer and we purchase the tendered shares, but the merger does not occur, there may be so few remaining shareholders and publicly traded shares that Berger common stock will no longer be eligible for listing on the Nasdaq SmallCap Market or other securities exchanges and there may not be an active public trading market for Berger common stock. Also, as described above, Berger may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies. We have agreed in the merger agreement, however, to effect the merger if we have accepted for payment and paid for shares tendered pursuant to the offer and some other conditions are satisfied. See the "Introduction" to this Offer to Purchase, Section 7—"Effect of the Offer on the Market for the Common Shares; Share Quotation; Exchange Act Registration; Margin Regulation," and Section 12 of this Offer to Purchase—

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"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Conditions to the Merger."

WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

        On October 10, 2003, the last trading day before we announced the offer, the last sale price of Berger common stock reported on the Nasdaq SmallCap Market was $3.10 per share. On October 17, 2003, the last trading day before we commenced the offer, the last sale price of Berger common stock reported on the Nasdaq SmallCap Market was $3.84. We encourage you to obtain a recent quotation for shares of Berger common stock in deciding whether to tender your shares. See Section 6—"Price Range of the Shares; Dividends on the Shares."

WHAT ARE THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF TENDERING SHARES (INCLUDING THE RELATED PREFERRED STOCK PURCHASE RIGHTS) IN THE OFFER OR IN THE MERGER?

        The sale or exchange of shares (including the related preferred stock purchase rights) pursuant to the offer or the merger will be a taxable transaction for United States federal income tax purposes and possibly for state, local and foreign tax purposes as well. In general, a shareholder who sells shares (including the related preferred stock purchase rights) pursuant to the offer or receives cash in exchange for shares (including the related preferred stock purchase rights) pursuant to the merger will recognize gain or loss for United States federal income tax purposes equal to the difference, if any, between the amount of cash received and the shareholder's adjusted tax basis in the shares sold or exchanged. See Section 5—"Certain U.S. Federal Income Tax Consequences."

WHO SHOULD I CALL IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

        You may call D.F. King & Co., Inc. collect at (212) 269-5550 or toll-free at (800) 431-9643. D.F. King & Co., Inc. is acting as the information agent for our offer. See the back cover of this Offer to Purchase.

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To the Holders of Common Stock
of Berger Holdings, Ltd.:

INTRODUCTION

        Amerimax Pennsylvania, Inc., a Pennsylvania corporation ("Purchaser") and an indirect wholly owned subsidiary of Euramax International, Inc. ("Parent"), a Delaware corporation, hereby offers to purchase (1) all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Berger Holdings, Ltd., a Pennsylvania corporation (the "Company"), and (2) the associated rights to purchase shares of junior participating preferred stock of the Company (the "Rights") issued pursuant to the Rights Agreement (the "Rights Agreement"), dated as of August 21, 1998, as amended, by and between the Company and Oxford Transfer & Registrar, as Rights Agent, at a price of $3.90 per Share (the "Share Price"), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, as amended or supplemented from time to time, collectively constitute the "Offer"). Unless the context otherwise requires, all references to the Shares shall be deemed to include the associated Rights, and all references to the Rights shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement.

        Shareholders of record who tender Shares directly to JPMorgan Chase Bank, which is acting as the depositary (in such capacity, the "Depositary"), will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer. However, any tendering shareholder or other payee who fails to complete and sign the Substitute Form W-9 included in the Letter of Transmittal may be subject to backup federal income tax withholding of 28% of the gross proceeds payable to such shareholder or other payee pursuant to the Offer. See Section 3—"Procedures for Tendering Shares." Shareholders who hold their Shares through a bank or broker should check with such institution as to whether they charge any service fees. Purchaser will pay all fees and expenses of the Depositary and D.F. King & Co., Inc., which is acting as the Information Agent (in such capacity, the "Information Agent"), incurred in connection with the Offer and in accordance with the terms of the agreements entered into between Purchaser and/or Parent and each such person. See Section 17—"Fees and Expenses."

THE BOARD OF DIRECTORS OF THE COMPANY (THE "COMPANY BOARD") HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT (AS DEFINED BELOW) AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER (AS DEFINED BELOW), AND DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, ADVISABLE AND IN THE BEST INTERESTS OF, THE COMPANY'S SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

Boenning & Scattergood, Inc. ("B&S"), financial advisor to the Company, has delivered to the Company Board its written opinion, dated October 10, 2003 (the "Financial Advisor Opinion"), to the effect that, as of such date and subject to qualifications and limitations stated therein, the consideration to be received by the holders of Shares pursuant to the Offer and the Merger is fair, from a financial point of view, to such shareholders. A copy of the Financial Advisor Opinion is attached as an exhibit to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), which has been filed by the Company with the Securities and Exchange Commission (the "SEC") in connection with the Offer and which is being mailed to shareholders herewith. Shareholders are urged to, and should, read the Financial Advisor Opinion carefully.

The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn immediately prior to the expiration of the Offer or otherwise acquired by Parent or any of

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its affiliates a number of Shares representing at least 80% of the Fully Diluted Shares (as defined below) (the "Minimum Condition"). The Offer is also subject to the other conditions set forth in this Offer to Purchase. See Section 1—"Terms of the Offer" and Section 15—"Certain Conditions of the Offer."

        Purchaser reserves the right, subject only to the applicable rules and regulations of the SEC, to waive each of the conditions (other than a waiver of the Minimum Condition below a majority of the outstanding Shares on a fully diluted basis) to the obligations of Purchaser to consummate the Offer, the Merger and the other transactions contemplated by the Merger Agreement, the Tender and Option Agreement (as defined below) and the Stock Option Agreement (as defined below) (collectively, the "Transactions").

        Shareholders will be required to tender one Right for each Share tendered in order to effect a valid tender of Shares in accordance with the procedures set forth in Section 2—"Acceptance for Tendering Shares." A tender of Shares will also constitute a tender of the related Rights.

        The Company has advised Parent and Purchaser that each member of the Company Board and each of the Company's executive officers presently intends to tender all Shares owned by such persons pursuant to the Offer or (solely in the case of directors and executive officers who would as a result of the tender incur liability under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to vote in favor of the Merger. In addition, simultaneously with the execution and delivery of the Merger Agreement, Parent, Purchaser, the Company and certain shareholders (the "Specified Shareholders"), entered into a Tender and Option Agreement dated as of October 10, 2003 (the "Tender and Option Agreement"). The Tender and Option Agreement relates to the 1,121,544 Shares owned by the Specified Shareholders, as well as 1,951,500 Shares subject to Options (as defined elsewhere in this Offer to Purchase), all of which are presently exercisable. The issued and outstanding Shares subject to the Tender and Option Agreement currently represent approximately 21% of the Fully Diluted Shares. Each Specified Shareholder also granted to Parent and Purchaser an irrevocable option to purchase for cash, under certain circumstances, any or all of their Shares (including Shares acquired after the date of the Tender and Option Agreement) at a price per Share equal to $3.90. If requested by Parent and Purchaser and only if necessary and sufficient to achieve the Minimum Condition (together with other similarly placed Specified Shareholders), each Specified Shareholder will exercise all Options (to the extent exercisable) and other rights (including conversion or exchange rights) beneficially owned by such Specified Shareholder and will sell the Shares acquired pursuant to such exercise to Parent or Purchaser as provided in the Tender and Option Agreement. The issued and outstanding Shares, together with Shares relating to presently exercisable Options subject to the Tender and Option Agreement, represent approximately 43% of the Fully Diluted Shares (after giving effect to the exercise of the 1,951,500 Options). Pursuant to the Tender and Option Agreement, each Specified Shareholder has agreed, among other things, to tender in the Offer, and not withdraw therefrom, the Shares owned by such Specified Shareholders, as well as any other Shares acquired prior to the expiration of the Offer including pursuant to the exercise of Options. The Tender and Option Agreement is more fully described in Section 12 of the Offer to Purchase.

        As used in this Offer to Purchase, "Fully Diluted Shares" means all outstanding Shares on a fully diluted basis, after giving effect to the exercise and conversion of all outstanding options, warrants and securities exercisable or convertible into common stock of the Company (but excluding any Options for which under the Tender and Option Agreement Parent has a valid Purchase Option (as defined in the Tender and Option Agreement) which has not been disputed or disavowed by the holder of such Options; provided, that the Options are not deemed exercisable if their ability to be exercised is suspended until termination of the Merger Agreement or consummation of the Merger); provided further, that Parent may, at its option exercisable in its sole discretion, exclude at any time from the above calculation any or all other Options. The Company has represented and warranted to Parent and Purchaser that, as of October 10, 2003, (i) the authorized capital stock of the Company consists of

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20,000,000 Shares and 5,000,000 shares of preferred stock, of which 5,271,926 Shares (including, for these purposes, vested stock grants) and no shares of preferred stock are issued and outstanding and (ii) 2,360,675 Shares were reserved for issuance pursuant to outstanding options (the "Options") issued under certain Company stock option plans. The Merger Agreement provides, among other things, that the Company will not, without the prior written consent of Parent, issue any shares of capital stock of any class of the Company, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock of the Company (except for the issuance of shares of Common Stock issuable pursuant to Options outstanding as of the date of the Merger Agreement). See Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements." The Company has advised Parent and Purchaser that all outstanding Options are either subject to the Tender and Option Agreement or their exercisability will have been suspended prior to the Effective Time. Based on the foregoing and assuming that there are an aggregate of 5,271,926 Fully Diluted Shares, the Minimum Condition will be satisfied if Shares representing 4,217,541 Shares are validly tendered and not withdrawn immediately prior to the expiration of the Offer or otherwise acquired by Parent or any of its affiliates prior to the Expiration Date. See Section 3—"Procedures for Tendering Shares" under "—Options."

        The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 10, 2003 (the "Merger Agreement"), by and among Parent, Purchaser and the Company. Pursuant to the Merger Agreement and in accordance with the Pennsylvania Business Corporation Law of 1988 (the "PBCL"), as promptly as practicable after the completion of the Offer and the satisfaction or waiver, if permissible, of all conditions, including the purchase of Shares pursuant to the Offer (sometimes referred to herein as the "consummation" of the Offer) and the approval and adoption of the Merger Agreement by the shareholders of the Company (if required by applicable law), Purchaser will be merged with and into the Company (the "Merger") and the Company will be the surviving corporation in the Merger (the "Surviving Corporation") and an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each Share then outstanding, other than Shares held by (A) the Company or any of its subsidiaries, (B) Parent or Purchaser or any of their subsidiaries, if any, and (C) holders of Shares who properly perfect their dissenter's rights under the PBCL, if applicable, will be converted into the right to receive the Share Price (or such higher price per Share that may be paid pursuant to the Offer) in cash, without interest thereon (the "Merger Consideration"). Pursuant to the Merger Agreement, in the event the number of outstanding Shares exceeds 5,271,926 or the number of Options, exercise prices of options or stock grants set forth in the disclosure schedules to the Merger Agreement are inaccurately stated, in any manner adverse to Parent or Purchaser, the Share Price will be appropriately adjusted downward. Notwithstanding the foregoing, there will be no adjustment pursuant to the foregoing sentence with respect to the issuance of Shares upon the exercise of Options disclosed in such disclosure schedule. The Merger Agreement is more fully described in Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements."

        The Merger Agreement provides that, immediately upon the purchase by Purchaser of any Shares pursuant to the Offer, Purchaser will be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as will give Purchaser representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the number of votes represented by Shares beneficially owned by Purchaser and its affiliates (including Shares so accepted for payment and purchased) bears to the number of votes represented by Shares then outstanding, and the Company will take all actions available to the Company to cause Purchaser's designees to be elected as directors of the Company. Notwithstanding the foregoing, the Company shall use its best efforts to ensure that, in the event that Purchaser's designees are elected to the Company Board, the Company Board will have, at all times prior to the Effective Time, at least two directors who are directors on the date of the Merger Agreement and who are not officers or affiliates of the Company

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(it being the understanding that for purposes of this sentence, a director of the Company will not be deemed an affiliate of the Company solely as a result of his or her status as a director of the Company), Parent or any of their respective affiliates.

        Consummation of the Merger is conditioned upon, among other things, the approval and adoption by the requisite vote of shareholders of the Company of the Merger Agreement, if required by applicable law. See Section 12—"Purpose of the Offer and the Merger, the Merger Agreement and Certain Other Agreements." Under the PBCL and pursuant to the Articles of Incorporation and the Bylaws of the Company, the affirmative vote by the holders of a majority of the total votes cast by the holders of Shares is the only vote of any class or series of the Company's shares of capital stock that would be necessary to approve the Merger Agreement at a meeting of the Company's shareholders where a quorum is present. See Section 13—"Plans for the Company; Other Matters." The Merger Agreement is more fully described in Section 12—"Purpose of the Offer and the Merger, the Merger Agreement and Certain Other Agreements."

        Under Section 1924(b)(1)(ii) of the PBCL, if a corporation owns at least 80% of the outstanding shares of each class of a subsidiary corporation, the corporation holding such shares may merge such subsidiary into itself, or itself into such subsidiary, without any action or vote on the part of the board of directors or the shareholders of such other corporation (a "short-form merger"). In the event that Purchaser acquires in the aggregate at least 80% of the outstanding Shares pursuant to the Offer or otherwise, Parent and Purchaser could effect a short-form merger without any further approval of the Company Board or the shareholders of the Company. In the Merger Agreement, Purchaser and the Company have agreed that Purchaser may extend the Offer on one or more occasions for an aggregate period of not more than ten business days if any condition to the Offer has not been satisfied. Even if Purchaser does not own 80% of the Shares following the consummation of the Offer, Purchaser could seek to purchase additional Shares in the open market or otherwise in order to reach the 80% threshold and employ a short-form merger. The per Share consideration paid for any Shares so acquired in open market purchases may be greater or less than that paid in the Offer. The Merger Agreement provides that Parent and Purchaser will effect a short-form merger, if permitted to do so under the PBCL, pursuant to which Purchaser will be merged with the Company. See Section 13—"Plans for the Company; Other Matters."

        Certain Federal income tax consequences of the sale of Shares pursuant to the Offer are described in Section 5—"Certain U.S. Federal Income Tax Consequences."

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

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THE OFFER

1.     Terms of the Offer.

        Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will accept for payment and pay for all Shares validly tendered prior to the Expiration Date, and not properly withdrawn in accordance with Section 4—"Withdrawal Rights." The term "Expiration Date" shall mean 12:00 Midnight, New York City time, on Monday, November 17, 2003, unless and until Purchaser, in accordance with the terms of the Merger Agreement, has extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire.

        The Offer is conditioned upon the satisfaction of the Minimum Condition, there being no threatened or pending suit, action, or proceeding by any governmental entity, or any pending suit, action or proceeding by any other person that has a reasonable likelihood of success, which, among other things, challenges or seeks to make illegal, delay, restrain or prohibit Purchaser from making the Offer for or purchasing the Shares or seeks to obtain material damages as a result thereof or which otherwise could reasonably be expected to have a material adverse effect (as defined in Section 15—"Certain Conditions of the Offer") on the Company or Parent, and the other conditions set forth in Section 15—"Certain Conditions of the Offer." If such conditions are not satisfied at or prior to the Expiration Date, Purchaser reserves the right, subject to the terms of the Merger Agreement and subject to complying with applicable rules and regulations of the SEC, to (i) decline to purchase any Shares tendered in the Offer and terminate the Offer and return all tendered Shares to the tendering shareholders, (ii) waive any or all conditions to the Offer (other than a waiver of the Minimum Condition below a majority of the outstanding Shares on a fully diluted basis) and, subject to complying with applicable rules and regulations of the SEC, purchase all Shares validly tendered, (iii) extend the Offer and, subject to the right of shareholders to withdraw Shares until the Expiration Date, retain all Shares which have been tendered during the period or periods for which the Offer is extended or (iv) subject to the provisions of the next paragraph, amend the Offer.

        Under the Merger Agreement, Purchaser has the right, in its sole discretion, to modify and make changes to the terms and conditions of the Offer, provided that without the prior consent of the Company, no modification or change may be made which (i) decreases the consideration payable in the Offer (except as permitted in the Merger Agreement), (ii) changes the form of consideration payable in the Offer (other than by adding consideration), (iii) increases the Minimum Condition, or reduces the Minimum Condition below a majority of the outstanding Shares on a fully diluted basis, (iv) decreases the maximum number of Shares sought pursuant to the Offer, (v) changes any other terms or conditions to the Offer in a manner materially adverse to the Company or its shareholders or option holders, or (vi) imposes additional conditions to the Offer (other than solely in respect of any consideration which is payable in addition to the Share Price). Notwithstanding the foregoing, Purchaser may (but will not be required under the Merger Agreement or otherwise to), without the consent of the Company, (i) extend the Offer on one or more occasions for such period as may be determined by Purchaser in its sole discretion (each such extension period not to exceed 10 business days at a time), if at the then scheduled Expiration Date any of the conditions to Purchaser's obligations to accept for payment and pay for Shares will not be satisfied or waived and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. Without limiting the right of Purchaser to extend the Offer, provided that the Merger Agreement has not been terminated in accordance with the terms thereof, if the conditions to the Offer are not satisfied or, to the extent permitted under the Merger Agreement, waived by Purchaser as of the date the Offer would otherwise have expired, then, except to the extent that such conditions in the reasonable judgment of Purchaser are incapable of being satisfied, at the request of the Company, Purchaser will extend the Offer from time to time until the earliest of

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(i) December 31, 2003, (ii) the consummation of the Offer or (iii) termination of the Merger Agreement. Notwithstanding the foregoing, Purchaser may in its sole discretion elect to provide for a subsequent offering period (a "Subsequent Offering Period") pursuant to, and on the terms required by, Rule 14d-11 under the Exchange Act.

        Subject to the terms of the Merger Agreement and applicable rules and regulations of the SEC, Purchaser expressly reserves the right, in its sole discretion, at any time or from time to time, to (a) extend the period of time during which the Offer is open and thereby delay acceptance for payment of and the payment for any Shares, by giving oral or written notice of such extension to the Depositary and (b) amend the Offer in any other respect by giving oral or written notice of such amendment to the Depositary. Under no circumstances will interest be paid on the purchase price for tendered Shares, whether or not Purchaser exercises its right to extend the Offer.

        Any extension, delay, waiver, amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(d), 14d-6(c) and 14e-l(d) under the Exchange Act, which require that material changes be promptly disseminated to holders of Shares. Subject to applicable law and without limiting the obligation of Purchaser under such Rules or the manner in which Purchaser may choose to make any public announcement, Purchaser will not have any obligation to publish, advertise or otherwise communicate any such public announcement other than by making a press release to the Dow Jones News Service. As used in this Offer to Purchase, "business day" has the meaning set forth in Rule 14d-1 under the Exchange Act.

        If Purchaser extends the Offer, or if Purchaser (whether before or after its acceptance for payment of Shares) is delayed in its purchase of, or payment for, Shares or is unable to pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may retain tendered Shares on behalf of Purchaser, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to the withdrawal rights described in Section 4—"Withdrawal Rights." However, the ability of Purchaser to delay the payment for Shares which Purchaser has accepted for payment is limited by Rule 14e-l(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by, or on behalf of, holders of securities promptly after the termination or withdrawal of the Offer.

        If Purchaser makes a material change in the terms of the Offer or the information concerning the Offer or waives a material condition of the Offer, Purchaser will disseminate additional tender offer materials and extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-l under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances then existing, including the relative materiality of the changed terms or information. In a public release, the SEC has stated its view that an offer must remain open for a minimum period of time following a material change in the terms of such offer and that waiver of a material condition, such as the Minimum Condition, is a material change in the terms of such offer. The release states that an offer should remain open for a minimum of 5 business days from the date a material change is first published, sent or given to shareholders and that, if material changes are made with respect to information not materially less significant than the offer price and the number of shares being sought, a minimum of 10 business days may be required to allow adequate dissemination and investor response. The requirement to extend the Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the then scheduled Expiration Date equals or exceeds the minimum extension period that would be required because of such amendment. If, prior to the Expiration Date, Purchaser increases or decreases the consideration offered to holders of Shares pursuant to the Offer, the Offer must remain for a minimum of 10 business days following any increase or decrease in the

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consideration and such increased consideration will be paid to all holders whose Shares are purchased in the Offer whether or not such Shares were tendered prior to such increase or decrease.

        The Company has provided Purchaser with the Company's shareholder lists and security position listings for the purpose of disseminating the Offer to shareholders. This Offer to Purchase, the related Letter of Transmittal and other relevant documents will be mailed to record holders of Shares whose names appear on the shareholder lists and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the Company's shareholder lists or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of Shares.

2.     Acceptance for Payment and Payment.

        Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn in accordance with Section 4—"Withdrawal Rights" promptly after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions of the Offer set forth in Section 15—"Certain Conditions of the Offer." Any determination concerning the satisfaction of such terms and conditions will be within the sole discretion of Purchaser. See Section 4—"Withdrawal Rights."

        Purchaser expressly reserves the right, in its sole discretion, to delay acceptance for payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. See Section 16—"Certain Legal Matters and Regulatory Approvals." If Purchaser is delayed in its acceptance for payment of, or payment for Shares (whether before or after its acceptance for payment of Shares), or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer (including such rights as are set forth in Sections 1—"Terms of the Offer" and 15—"Certain Conditions of the Offer") (but subject to compliance with Rule 14e-1(c) under the Exchange Act, which requires that a tender offeror pay the consideration offered or return the tendered securities promptly after termination or withdrawal of a tender offer), the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to exercise, and duly exercise, withdrawal rights as described in Section 4—"Withdrawal Rights."

        For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to Purchaser and not withdrawn, if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from Purchaser and transmitting payment to tendering shareholders. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book Entry Confirmation (as defined below) with respect thereto), (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message (as defined below) and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering shareholders at different times if delivery of the certificates and other required documents occur at different times. The per Share consideration paid to any holder of Shares pursuant to the Offer will be the highest per Share consideration paid to any other holder of such Shares pursuant to the Offer.

7

Under no circumstances will interest be paid by Purchaser for the Shares, regardless of any extension of the Offer or any delay in making such payment.

        If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted representing more Shares than are tendered, certificates evidencing Shares not tendered or not accepted for purchase will be returned to the tendering shareholder, or such other person as the tendering shareholder specifies in the Letter of Transmittal, as promptly as practicable following the expiration, termination or withdrawal of the Offer. In the case of Shares delivered by book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility (as defined below) pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares", such Shares will be credited to such account maintained at the Book-Entry Transfer Facility as the tendering shareholder specifies in the Letter of Transmittal, as promptly as practicable following the expiration, termination or withdrawal of the Offer. If no such instructions are given with respect to Shares delivered by book-entry transfer, any such Shares not tendered or not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated in the Letter of Transmittal as the account from which such Shares were delivered.

3.     Procedures for Tendering Shares.

        Valid Tender.    For Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message, and any other required documents, must be received by the Depositary at the address set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be delivered to the Depositary pursuant to the procedures for book-entry transfer set forth below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures described below.

        If certificates evidencing tendered Shares are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) must accompany each delivery. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased.

        Book-Entry Transfer.    The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares, into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation."

        The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be

8

bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

The Letter of Transmittal and any other required documents must be transmitted to and received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility will not constitute delivery to the Depositary.

The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering shareholders. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

        Signature Guarantees.    No signature guarantee is required on a Letter of Transmittal (i) if such Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this section, includes any participant in the Book Entry Transfer Facility's systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered holder has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on such Letter of Transmittal or (ii) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an "Eligible Institution" and, collectively, "Eligible Institutions"). In all other cases, all signatures on Letters of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made, or certificates for Shares not tendered or not accepted for payment are to be returned, to a person other than the registered holder of the certificates surrendered, then the tendered certificates for such Shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as described above. See Instructions 1 and 5 to the Letter of Transmittal.

        Guaranteed Delivery.    If a shareholder desires to tender Shares pursuant to the Offer and such shareholder's certificates are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such shareholder's tender may be effected if all the following conditions are met:

(i)

such tender is made by or through an Eligible Institution;



(ii)

a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary, as provided below, prior to the Expiration Date; and



(iii)

the certificates for all tendered Shares, in proper form for transfer, or a Book-Entry Confirmation, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message, and any other required documents, are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery.

9

        A "trading day" is any day on which the Nasdaq SmallCap Market is open for business.

        The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery.

        Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (a) certificates for (or a timely Book-Entry Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message, and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to such Shares are actually received by the Depositary.

        The valid tender of Shares pursuant to one of the procedures described above will constitute a binding agreement between the tendering shareholder and Purchaser upon the terms and subject to the conditions of the Offer.

        Appointment.    By executing the Letter of Transmittal as set forth above (including delivery through an Agent's Message), the tendering shareholder will irrevocably appoint designees of Parent as such shareholder's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such shareholder's rights with respect to the Shares tendered by such shareholder and accepted for payment by Purchaser and with respect to any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after October 10, 2003 (collectively, "Distributions"). All such proxies will be considered coupled with an interest in the tendered Shares. Such appointment will be effective if, as and when, and only to the extent that, Purchaser accepts for payment Shares tendered by such shareholder as provided herein. All such powers of attorney and proxies will be irrevocable and will be deemed granted in consideration of the acceptance for payment by Purchaser of Shares tendered in accordance with the terms of the Offer. Upon such appointment, all prior powers of attorney, proxies and consents given by such shareholder with respect to such Shares will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such shareholder (and, if given, will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares, including, without limitation, in respect of any annual or special meeting of the Company's shareholders (and any adjournment or postponement thereof), actions by written consent in lieu of any such meeting or otherwise, as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares, including voting at any meeting of shareholders.

        Determination of Validity.    All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, which determination will be final and binding. Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of which, or payment for which, may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right, in its sole discretion, to waive any defect or irregularity in any tender of Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of Purchaser, Parent, the Depositary, the Information Agent or any other person will be under any duty to give

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notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

        Options.    Effective simultaneously with the execution of the Merger Agreement, the Company Board adopted appropriate resolutions, and the Company agreed to take all other actions necessary after the date of the execution of the Merger Agreement, if any, to provide that each outstanding Option will at the Effective Time be cancelled, and each holder of outstanding Options which are vested and exercisable immediately prior to the Effective Time will be entitled to receive an amount in cash equal to the product of (i) the number of Shares subject to such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject or related to such Option. All Options will terminate as of the Effective Time. See Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain other Agreements" under "—Options."

4.     Withdrawal Rights.

        Except as otherwise provided in this Section 4—"Withdrawal Rights" or as provided by applicable law, tenders of Shares are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after December 18, 2003.

        For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3—"Procedures for Tendering Shares," any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's procedures.

        Withdrawals of tendered Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 3—"Procedures for Tendering Shares" at any time prior to the Expiration Date or the expiration of any Subsequent Offering Period.

        All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, which determination will be final and binding. None of Purchaser, Parent, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5.     Certain U.S. Federal Income Tax Consequences.

        The following is a general summary of certain U.S. Federal income tax consequences of the Offer and the Merger relevant to a beneficial holder of Shares whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted to cash in the Merger (a "Holder"). The discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), regulations

11

issued thereunder, judicial decisions and administrative rulings, all of which are subject to change, possibly with retroactive effect. The following discussion does not address the U.S. Federal income tax consequences to all categories of Holders that may be subject to special rules (e.g., Holders who acquired their Shares pursuant to the exercise of employee stock options or other compensation arrangements with the Company, Holders who, if applicable, perfect dissenters rights under the PBCL, foreign Holders, insurance companies, tax-exempt organizations, dealers in securities and persons who have acquired the Shares as part of a straddle, hedge, conversion transaction or other integrated investment), nor does it address the Federal income tax consequences to persons who do not hold the Shares as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment).

The Federal income tax consequences set forth below are included for general informational purposes only. Because individual circumstances may differ, each Holder should consult such Holder's own tax advisor to determine the applicability of the rules discussed below to such Holder and the particular tax effects of the Offer and the Merger, including the application and effect of U.S. Federal, state, local and other income tax laws.

        The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for U.S. Federal income tax purposes and may also be a taxable transaction under applicable state, local and foreign income and other tax laws. In general, a Holder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize gain or loss for Federal income tax purposes equal to the difference, if any, between the amount of cash received and the Holder's adjusted tax basis in the Shares sold pursuant to the Offer or surrendered for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or surrendered for cash pursuant to the Merger. Such gain or loss will be long-term capital gain or loss if the Holder has held the Shares for more than one year. Capital gains recognized by an individual investor (or an estate or certain trusts) upon a disposition of a Share that has been held for more than one year generally will be subject to a maximum tax rate of 15% or, in the case of a Share that has been held for one year or less, will be subject to tax at ordinary income rates. Certain limitations apply to the use of capital losses.

        Backup Withholding.    In order to avoid "backup withholding" of Federal income tax on payments of cash pursuant to the Offer or the Merger, a Holder surrendering Shares in the Offer or the Merger, or its assignee (in either case, the "Payee") must, unless an exemption applies, provide the Depositary with such Payee's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such Payee is not subject to backup withholding. If a Payee does not provide such Payee's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such Payee and payment of cash to such Payee pursuant to the Offer may be subject to backup withholding of 28%. All Payees should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to Purchaser and the Depositary). Certain Payees (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Noncorporate foreign shareholders should complete and sign a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 10 to the Letter of Transmittal.

6.     Price Range of the Shares; Dividends on the Shares.

        The Shares are listed on the Nasdaq SmallCap Market under the symbol "BGRH." The following table sets forth, for each of the fiscal quarters indicated, the high and low sales price per Share on the

12

Nasdaq SmallCap Market and the amount of cash dividends paid per Share, as reported in published financial sources.

		Share Price
						Cash Dividends
		High		Low
Fiscal Year Ended December 31, 2001:
	First Quarter	$	2.25	$	1.44	$	—
	Second Quarter		2.96		1.57		—
	Third Quarter		3.70		2.70		—
	Fourth Quarter		4.10		3.15		—
Fiscal Year Ended December 31, 2002:
	First Quarter	$	6.26	$	4.01		—
	Second Quarter		6.14		4.30		—
	Third Quarter		6.05		4.09		—
	Fourth Quarter		5.91		2.48		—
Fiscal Year Ending December 31, 2003:
	First Quarter	$	4.36	$	2.50	$	—
	Second Quarter		3.80		2.70		—
	Third Quarter		3.73		2.75		—
	Fourth Quarter (through October 17, 2003)		3.87		3.10		—

        On October 10, 2003, the last full trading day prior to the public announcement of the execution of the Merger Agreement by the Company, Parent and Purchaser, the last reported closing sales price of the Shares on the Nasdaq SmallCap Market was $3.10 per Share. On October 17, 2003, the last full trading day prior to the commencement of the Offer, the last reported sales price of the Shares on the Nasdaq SmallCap Market was $3.84 per Share. Shareholders are urged to obtain a current market quotation for the Shares.

        Under the terms of the Merger Agreement, the Company is not permitted to declare or pay dividends with respect to the Shares without the prior written consent of Parent.

7.     Effect of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations.

        Market for the Shares.    The purchase of Shares by Purchaser pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public.

        Share Quotation.    The Shares are listed on the Nasdaq SmallCap Market. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on the Nasdaq SmallCap Market and may therefore be delisted from the Nasdaq SmallCap Market. According to the published guidelines of the Nasdaq SmallCap Market, the Shares might no longer be eligible for listing on the Nasdaq SmallCap Market if, among other things, the number of publicly held Shares falls below 500,000 or the number of record holders falls below 300. Shares held by officers or directors of the Company or their immediate families, or by any beneficial owner of 10% or more of the Shares, ordinarily will not be considered to be publicly held for this purpose.

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        If the Shares cease to be listed on the Nasdaq SmallCap Market, the market for the Shares could be adversely affected. It is possible that the Shares would be traded on other securities exchanges (with trades published by such exchanges), the OTC Bulletin Board or in a local or regional over-the-counter market. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of holders of Shares and the aggregate market value of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act, as described below, and other factors.

        Exchange Act Registration.    The Shares are currently registered under the Exchange Act. Registration of the Shares under the Exchange Act may be terminated upon application of the Company to the SEC if the Shares are not listed on a national securities exchange, quoted on an automated inter-dealer quotation system or held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to the holders thereof and to the SEC, and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement pursuant to Section 14(a) or 14(c) of the Exchange Act and the related requirement of furnishing an annual report to shareholders and the requirements of Rule 13e-3 under the Exchange Act with respect to going private transactions no longer applicable to the Company. Furthermore, if a substantial number of Shares are acquired by Purchaser, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), may be impaired or, with respect to certain persons, eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be eligible for listing on the Nasdaq SmallCap Market. The purchase of a substantial number of Shares pursuant to the Offer may result in the Company being able to terminate its Exchange Act registration, although Parent has no current intention to do so prior to the Effective Time. If registration of the Shares under the Exchange Act is not terminated prior to the Merger, such registration will be terminated following the consummation of the Merger.

        Margin Regulations.    The Shares are presently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which status has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that, following the Offer, the Shares would no longer constitute "margin securities" for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers. In addition, if registration of the Shares under the Exchange Act were terminated, the Shares would no longer constitute "margin securities."

8.     Certain Information Concerning the Company.

        The information concerning the Company contained in this Offer to Purchase, including that set forth below under "—Summary of Selected Financial Data," has been furnished by the Company or has been taken from or based upon publicly available documents and records on file with the SEC and other public sources. The summary information concerning the Company in this Section 8 and elsewhere in this Offer to Purchase is derived from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2003, as filed with the SEC pursuant to the Exchange Act, and other publicly available information. The summary information set forth below is qualified in its entirety by reference to such reports (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports and other publicly available reports and documents filed by the Company with the SEC and other

14

publicly available information. Although Purchaser and Parent do not have any knowledge that would indicate that any statements contained herein based upon such reports are untrue, neither Parent nor Purchaser assumes responsibility for the accuracy or completeness of the information concerning the Company contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent or Purchaser.

        General.    The Company is a Pennsylvania corporation with principal executive offices located at 805 Pennsylvania Boulevard, Feasterville, PA 19053. The telephone number of the Company at such offices is (215) 355-1200. The business of the Company consists of the manufacture of roof drainage systems, residential and commercial snow guards and specialty metal architectural products related to roofing.

        Selected Financial Information.    Set forth below is a summary of certain consolidated financial information with respect to the Company, excerpted or derived from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2003, as filed with the SEC pursuant to the Exchange Act.

        More comprehensive financial information is included in such reports (including management's discussion and analysis of financial condition and results of operations) and in other documents filed by the Company with the SEC. The following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information (including any related notes) contained therein. Such reports, documents and financial information may be inspected and copies may be obtained from the SEC in the manner set forth below under "—Available Information."

15

BERGER HOLDINGS, LTD.

SUMMARY OF SELECTED FINANCIAL DATA
(In thousands, except per share amounts)

		Year Ended						Six Months Ended (Unaudited)
		December 31, 2002		December 31, 2001		December 31, 2000		June 30, 2003		June 30, 2002
Income Statement Data
	Net sales	$	44,561,618	$	51,128,096	$	45,372,283	$	12,657,841	$	12,056,516
	Cost of sales		36,048,666		38,926,409		36,096,580		10,317,026		9,378,268
	Gross profit		8,512,952		12,201,687		9,275,703		2,340,815		2,678,248
	Selling, administrative and general expenses		5,787,341		7,497,046		5,962,397		1,374,928		1,518,050
	Income from operations		2,725,611		4,704,641		3,313,306		965,887		1,160,198
	Interest expense		1,117,357		1,581,753		1,791,727		212,103		305,944
	Other income, net		39,765		5,624		18,703		4,908		4,567
	Income before income taxes		1,648,019		3,128,512		1,540,282		758,692		858,821
	Income taxes		710,168		1,376,545		677,903		312,851		377,881
	Net income		937,851		1,751,967		862,379		445,841		480,940
	Basic earnings per share	$	0.19	$	0.33	$	0.16	$	0.03	$	0.10
	Diluted earnings per share	$	0.14	$	0.28	$	0.16	$	0.03	$	0.07
Balance Sheet
	Working capital	$	3,287,711	$	5,519,067	$	4,881,678	$	4,394,080	$	7,335,236
	Total assets		33,203,088		35,639,890		38,928,711		35,203,454		33,230,088
	Long-term debt, capital leases and redeemable stock		11,261,015		15,148,108		18,940,883		13,866,405		16,968,402
	Shareholders' equity	$	14,258,371	$	13,344,726	$	11,832,639	$	14,461,454	$	14,258,371

        Other Financial Information.    During the course of the discussions between Parent and the Company that led to the execution of the Merger Agreement, the Company provided Parent or its representatives with certain information about the Company and its financial performance which is not publicly available. The information provided included financial projections for the Company as an independent company. The following is a summary of selected projected financial information provided to Parent by the Company.

Summary Selected Projected Income Statement Data

	Third Quarter 2003		Fourth Quarter 2003		Fiscal Year End 2003
Net Sales	$	13,300,000	$	11,765,000	$	46,506,467
Pre Tax Net Income	$	1,288,900	$	675,162	$	2,254,018
Net Income	$	747,562	$	391,594	$	1,307,530
EBITDA	$	1,986,450	$	1,395,448	$	4,992,968

        Purchaser has been advised by the Company that for purposes of the Company's financial projections set forth above, EBITDA is calculated as the sum of operating income plus depreciation and amortization of goodwill. EBITDA is considered to be a widely accepted financial indicator of a company's ability to service debt, fund capital expenditures and expand its business; however, EBITDA is not calculated in the same way by all companies and is neither a measurement required, nor represents cash flow from operations as defined by, generally accepted accounting principles. EBITDA should not be considered in isolation or as an alternative to net income, cash flows from continuing

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operations, or other consolidated income or cash flow data prepared in accordance with generally accepted accounting principles as measures of the Company's profitability or liquidity.

        The foregoing projections are based on, among other things, the following assumptions: (i) an approximate 4% net sales increase from the comparable periods in fiscal year 2002, (ii) an approximate 3.5% decline in pricing margins from the comparable periods in fiscal year 2002 and (iii) a net reduction in operating and other expenses of $674,500 from the comparable periods in fiscal year 2002, which included expected reductions in payroll and overhead expenses and consulting fees, offset by increases in insurance and expense and professional fees.

        The Company has advised Purchaser and Parent that it does not as a matter of course make public any projections as to future performance or earnings, and the projections set forth above are included in this Offer only because the information was provided to Parent and Purchaser. The projections were not prepared with a view to public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The projections do not purport to present operations in accordance with generally accepted accounting principles, and the Company's independent auditors have not examined, compiled or performed any procedures with respect to the projections presented herein, nor have they expressed any opinion or any other form of assurance of such information or its achievability, and accordingly assume no responsibility for them. The Company has advised Parent and Purchaser that its internal operating projections are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to various interpretations and periodic revision based on actual experience and business developments. According to the Company, the projections were prepared several months ago and were based on a number of internal assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters that are inherently subject to significant economic and competitive uncertainties, all of which are difficult to predict and some of which are beyond the control of the Company, Purchaser or Parent or their respective financial advisors and representatives and some of which inevitably will prove to be incorrect. Consequently, no prediction can be made as to whether such assumptions were or will be accurate; accordingly, there can be no assurance, and no representation or warranty is made, that actual results will not vary materially from those described above.

        The foregoing information is forward-looking in nature and inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company, including industry performance, general business and economic conditions, currency exchange rates, customer requirements, competition, adverse changes in applicable laws, regulations or rules governing environmental, tax and accounting matters and other matters. The inclusion of this information should not be regarded as an indication that Parent, Purchaser, the Company or anyone who received this information then considered, or now considers, it a reliable prediction of future events, and this information should not be relied on as such. None of Parent, Purchaser or any of their respective financial advisors has verified the validity, reasonableness, accuracy or completeness of the projections, and the Company has made no representation to Parent or Purchaser regarding the projections. None of the Company, Purchaser, Parent or any of their respective financial advisors intends to update, revise or correct such projections if they are or become inaccurate (even in the short term). The projections have not been adjusted to reflect the effects of the Offer or the Merger.

        Available Information.    The Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is obligated to file reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning the Company's directors and officers, their remuneration, options granted to them, the principal holders of the Company's securities and any material interests of such persons in transactions with the Company is required to be disclosed in proxy statements distributed to

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the Company's shareholders and filed with the SEC. Such reports, proxy statements and other information should be available for inspection at the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such information should be obtainable by mail, upon payment of the SEC's customary charges, by writing to the SEC's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a website on the Internet at http://www.sec.gov that contains reports, proxy statements and other information relating to the Company which have been filed via the SEC's EDGAR System.

9.     Certain Information Concerning Parent and Purchaser.

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

        The principal offices of Parent are located at 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092. The telephone number of Parent at such location is (770) 449-7066.

        Purchaser is a newly incorporated Pennsylvania corporation organized in connection with the Offer and the Merger and has not carried on any significant activities other than in connection with the Offer and the Merger. The principal offices of Purchaser are located at 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092. The telephone number of Purchaser at such location is (770) 449-7066. All of the outstanding capital stock of Purchaser is owned by Parent indirectly through its wholly owned subsidiary Amerimax Fabricated Products, Inc. ("AFP"). Until immediately prior to the time Purchaser purchases Shares pursuant to the Offer, except for sufficient cash to consummate the Offer, it is not anticipated that Purchaser will have any significant assets or liabilities or engage in any significant activities other than those incident to its formation and capitalization and the transactions contemplated by the Offer and the Merger.

        Available Information.    Parent and Purchaser are privately held entities and are not generally subject to the information filing requirements of the Exchange Act, and are not generally required to file reports, proxy statements and other information with the SEC relating to its business, financial condition and otherwise. Parent, however, pursuant to certain covenants of its debt instruments, has agreed to file annual, quarterly and current reports with the SEC. These documents include specific information regarding Parent. Further, pursuant to Rule 14d-3 under the Exchange Act, Parent and Purchaser filed with the SEC a Schedule TO, including this Offer to Purchase and the Merger Agreement, which provides certain additional information with respect to the Offer. The Schedule TO and any amendments thereto, including exhibits, should be available or obtainable, (i) by mail, upon payment of the SEC's customary charges, by writing to the SEC's principal office at 450 Fifth Street, N.W., Washington, DC 20548, (ii) at the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and (iii) by accessing the SEC's website on the Internet at http://www.sec.gov.

        Additional Information Regarding Parent and Purchaser.    The name, citizenship, business address, principal occupation or employment and five-year employment history for each of the executive officers of Parent, AFP and Purchaser, and for members of the board of directors of Parent, AFP and Purchaser are set forth in Schedule I hereto.

        Except as set forth in this Offer to Purchase, none of Parent or Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed on Schedule I hereto or any associate or

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majority owned subsidiary of Parent, Purchaser or any of the persons so listed, beneficially owns or has a right to acquire, directly or indirectly, any Shares, and none of Parent or Purchaser, or to the best knowledge of Parent and Purchaser, any of the persons or entities referred to above, nor any of the respective executive officers, directors or subsidiaries of any of the foregoing, has effected any transaction in the Shares during the past 60 days.

        Except as set forth in this Offer to Purchase, none of Parent, Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed on Schedule I hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies.

        Except as set forth in this Offer to Purchase, none of Parent, Purchaser, any of their respective affiliates, nor, to the best knowledge of Parent or Purchaser, any of the persons listed on Schedule I, has had during the past two years any business relationships or transactions with the Company or any of its executive officers, directors or affiliates that would be required to be reported under the rules of the SEC applicable to the Offer. Except as set forth in this Offer to Purchase, during the past two years there have been no contacts, negotiations or transactions between Parent, Purchaser, any of their respective affiliates or, to the best knowledge of Parent and Purchaser, any of the persons listed on Schedule I, and the Company or its affiliates concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, election of directors or a sale or other transfer of a material amount of assets.

10.   Sources and Amount of Funds.

        The Offer is not conditioned upon any financing arrangements. Purchaser estimates that the total amount of funds required by Purchaser to consummate the Offer and the Merger, including the fees and expenses of the Offer and the Merger is approximately $27.2 million. Purchaser will possess liquid funds at the expiration of the Offer sufficient to consummate the Offer and the Merger. Parent expects to contribute or otherwise advance funds to enable the Purchaser to consummate the Offer. See Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements."

        The funds Parent will advance to Purchaser to consummate the Offer will be obtained from borrowings under Parent's senior credit facility. The Offer and the Merger and the other Transactions will be permitted under the terms of Parent's senior credit facility so long as certain minimum conditions are met, including, among others, (i) there being no default under the senior credit facility at the time or as a result of the Offer and the Merger, (ii) the available borrowing base under the revolving credit facility, both before and after the consummation of the Offer and the Merger, is at least $25 million, (iii) Parent being in pro forma compliance with the financial covenants under the senior credit facility after giving effect to the Offer and the Merger, and (iv) the aggregate amount of consideration paid in connection with the consummation of the Offer and the Merger is not greater than $44 million. Parent and Purchaser expect to be in compliance with these minimum conditions, and Purchaser's obligations under the Merger Agreement and with respect to the Offer are not conditioned on any approvals required under the senior credit facility. As of the date of this Offer to Purchase, Parent and its subsidiaries have over $99 million of borrowing base availability under the revolving credit facility. Based on the financial statements of the Company for the quarter ended June 30, 2003, on a pro forma basis after giving effect to the consummation of the Offer and the Merger, Parent and its subsidiaries had a leverage ratio of approximately 3.44 to 1.00 as of September 26, 2003 in comparison to a maximum permitted leverage ratio of 4.75 to 1.00 under Parent's senior credit facility.

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        On October 9, 2003, Parent amended and restated its senior credit facility among Parent, certain subsidiaries of Parent named therein, the financial institutions who are parties thereto (the "Lenders"), and Wachovia Bank National Association, as the issuer, swing loan lender, and agent (the "Senior Credit Facility") to provide for, among other things, the addition of a term loan commitment (the "Term Loan Commitment") of $35 million, under which a term loan will be made to a subsidiary of Parent on October 31, 2003 to be repaid in quarterly installments ending on or about September 30, 2008. In addition to the Term Loan Commitment, the Senior Credit Facility is composed of a revolving credit facility of $110 million, a portion of which is available for letters of credit and swing loans. The revolving credit facility is subject to a borrowing base that can limit availability to an amount below $110 million.

        Subject to certain exceptions, the Senior Credit Facility is guaranteed by a first-priority security interest in all of the assets and properties (including, without limitation, accounts receivable, cash, cash equivalents, chattel paper, documents, investment property, letter of credit rights, inventory, real property, leases, bank accounts, lockbox accounts, stock, stock equivalents, machinery, equipment, contracts and contract rights, trademarks, copyrights, patents, license agreements and general intangibles) of Parent and each of its domestic subsidiaries (whether such subsidiary is now owned or hereafter acquired); and a first-priority perfected pledge of all capital stock and stock equivalents, partnership interests, and LLC interests and certain intercompany notes of all of Parent's direct or indirect subsidiaries (whether such subsidiary is now owned or hereafter acquired). In addition, certain assets and properties of Parent's foreign subsidiaries are pledged, including pledges of the capital stock of those subsidiaries.

        At Parent's option, revolving loans under the Senior Credit Facility bear interest at rates based on a margin over the Federal Funds Rate or the agent's prime lending rate, or, at Parent's election, at a margin over LIBOR. The term loan will be denominated in Pounds Sterling or Euros and will bear interest at LIBOR plus a margin.

        If a default (as defined under the terms the Senior Credit Facility) has occurred and is continuing, amounts due will bear interest at an additional rate of 2% per annum.

        The obligation of the lenders to make loans or extend letters of credit is subject to the satisfaction of certain customary conditions including the absence of a default or an event of default under the Senior Credit Facility.

        The Senior Credit Facility requires Parent to meet certain financial tests, including minimum fixed charge coverage ratio, minimum interest coverage ratio, maximum leverage ratio and maximum amounts of capital expenditures. The Senior Credit Facility also contains covenants that, among other things, limit the incurrence of additional indebtedness, the nature of the business of the loan parties and their subsidiaries, investments, leases of assets, ownership of subsidiaries, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, prepayments of other indebtedness, liens and encumbrances and other matters customarily restricted in such agreements.

        The Senior Credit Facility contains customary events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-default to certain other indebtedness, certain events of bankruptcy and insolvency, ERISA violations, judgment defaults, failure of any guaranty or security agreement supporting the Senior Credit Facility to be in full force and effect and change of control of the loan parties.

        A copy of the Senior Credit Facility is filed as an exhibit to the Schedule TO filed by Parent and Purchaser pursuant to Rule 14d-3 under the Exchange Act with the SEC in connection with the Offer. Reference is made to such exhibit for a complete description of the terms and conditions of the Senior Credit Facility. The Senior Credit Facility may be examined, and copies obtained, as set forth in the last paragraph of Section 8—"Certain Information Concerning the Company."

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11.   Background of the Offer; Contacts with the Company.

Background of the Offer

        From time to time, Parent's management and board of directors have considered the possibility of various strategic alternatives as part of their continuing efforts to grow its business.

        On August 21, 2000, J. David Smith, Parent's president and chief executive officer, met with executives Theodore A. Schwartz and Joseph F. Weiderman of the Company regarding Parent's potential interest in a business combination transaction. Following this meeting, the Company's management elected not to pursue additional discussions at that time.

        In January 2002, Mr. Smith again contacted Mr. Weiderman to communicate Parent's interest in pursuing a transaction with the Company. Mr. Weiderman indicated to Mr. Smith that it was still premature for the Company to be considering a transaction at that time.

        In June 2002, the Company engaged Houlihan Lokey Howard & Zukin Capital ("Houlihan Lokey") as its financial advisor to commence a marketing process to explore a strategic transaction involving the Company.

        On September 13, 2002, Parent executed a confidentiality agreement with Houlihan Lokey acting on behalf of the Company, and shortly thereafter the Company provided Parent with portions of a confidential information memorandum that had been prepared by Houlihan Lokey.

        On November 5, 2002, Company executives Mr. Schwartz, Francis E. Wellock, Jr. and Mr. Weiderman, together with a representative from Houlihan Lokey, gave a presentation to Parent's executives regarding the benefits of a possible business combination transaction and potential synergies between the two companies.

        Following the presentation, Parent continued to evaluate the benefits of a potential transaction with the Company. On December 9, 2002, Parent submitted a preliminary non-binding indication of interest to acquire the Company for an enterprise value of $45 million less any third party debt. The indication of interest was subject to a number of conditions and contingencies which could lower the price, and was also conditioned upon the satisfactory completion of Parent's due diligence investigation of the Company.

        On January 2 and 3, 2003, Parent executives Mitchell B. Lewis and R. Scott Vansant visited the Company's facilities in Feasterville, PA to conduct financial and legal due diligence. After continuing to perform due diligence over the next few weeks and analyzing the actual synergies it expected from a transaction, Parent orally communicated to Company executives that it would be interested in acquiring the Company for an enterprise value of $40 million less any third part debt. At that time the Company decided to suspend discussions regarding a potential business combination transaction with Parent. On January 27, 2003, Parent returned to the Company various due diligence materials and indicated that while it was still potentially interested in negotiating a transaction in the future, it agreed that it would be appropriate to suspend discussions at that time so that Parent could focus its internal resources on its own transaction among its principal shareholders.

        In early April 2003, Mr. Smith again contacted the Company to resume discussions regarding a potential business combination transaction and requested a meeting with Company executives. The meeting was held on April 28, 2003 at the Company's facilities in Feasterville, PA. At the meeting, Mr. Smith and Joseph M. Silvestri, a representative of Parent's equity sponsor Citigroup Venture Capital and a director of Parent, communicated Parent's desire to proceed with a business combination transaction and Parent's view of how the transaction would be structured and valued.

        Following this meeting, Parent sent a letter addressed to Mr. Weiderman dated May 6, 2003 outlining proposed terms for an acquisition of the Company for an equity value of approximately

21

$30.5 million less the amount of expenses to be incurred by the Company in connection with the transaction, which as adjusted for approximately $1 million in Company expenses represented an equity value of approximately $29.5 million. The letter proposal was subject to contingencies that could lower the price and was also conditioned upon the satisfactory completion of due diligence.

        Intermittently over then next couple of months, Parent and the Company corresponded and communicated telephonically with each other on variations of transaction structure and negotiation of the purchase. On July 13, 2003, Mr. Smith and Mr. Silvestri joined several executives and directors of the Company on a conference call and indicated that Parent was unwilling to make an offer based on an equity value in excess of $29.5 million (which is substantially equal to the equity value implied by the Offer). They also indicated that Parent wanted to enter into an exclusivity agreement to move forward with a proposed acquisition.

        On July 30, 2003, the Company's Board of Directors decided that, based upon the progress of discussions to that date, and based upon Parent's assertion that it was unwilling to commit funds to conducting formal due diligence without exclusivity, the Company could proceed with exclusive negotiations with Parent for a limited period of time. As a result, on August 4, 2003, the Company executed a confidentiality and exclusivity agreement with Parent providing for, among other things, a 45-day exclusive negotiation period. Parent then commenced a formal due diligence investigation of the Company. This investigation included conducting meetings with the Company's management, touring the Company's facilities, and reviewing financial and legal documents provided by the Company.

        Over the next two months, legal and financial representatives of the Company and Parent met and communicated telephonically on numerous occasions to discuss and negotiate aspects of the proposed merger and the definitive agreements relating thereto. These negotiations covered all aspects of the transaction, including, among other things, the purchase price of the Shares and Options; the structure of the proposed transaction; the representations and warranties made by the parties; the restrictions on the conduct of the Company's business following execution and delivery of the Merger Agreement; the conditions to completion of the Offer and the Merger; the provisions regarding termination; the details of the superior proposal provisions; the amount, triggers and payment of the termination fee and the consequences of termination; and the delivery and terms of the Tender and Option Agreement and the Stock Option Agreement. At the same time, Parent continued to conduct due diligence on the Company's operations.

        On September 19, 2003, Parent and the Company extended the exclusivity period under the confidentiality and exclusivity agreement to October 1, 2003 and on October 1, 2003, and Parent and the Company further extended the exclusivity period to October 9, 2003.

        On October 10, 2003, the Boards of Directors of the Company, Parent and Purchaser unanimously approved the Merger Agreement in the form presented. Following such approval, during the evening of October 10, 2003, the Merger Agreement and Stock Option Agreement were executed by the Company, Parent and Purchaser and the Tender and Option Agreement was executed by the Company, the shareholders named therein, Parent and Purchaser.

        On October 13, 2003, before the opening of trading on the Nasdaq SmallCap Market, the Company and Parent issued a joint press release announcing the transaction.

12.   Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements.

        Purpose of the Offer and the Merger.    The purpose of the Offer and the Merger is to enable Parent indirectly to acquire control of, and the entire equity interest in, the Company. The Offer is being made pursuant to the Merger Agreement and is intended to increase the likelihood that the Merger will be effected. The purpose of the Merger is to acquire all of the outstanding Shares not purchased pursuant to the Offer. The Company will, as of the Effective Time, be an indirect subsidiary of Parent.

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Merger Agreement.

The following is a summary of certain provisions of the Merger Agreement. This summary is not a complete description of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the full text of the Merger Agreement which is filed with the SEC as an exhibit to the Tender Offer Statement on Schedule TO filed by Parent and Purchaser (the "Schedule TO") and is incorporated herein by reference. Capitalized terms not otherwise defined elsewhere in this Offer to Purchase shall have the meanings set forth in the Merger Agreement. The Merger Agreement may be examined, and copies obtained, as set forth in the last paragraph of Section 9—"Certain Information Concerning Parent and Purchaser" of this Offer to Purchase.

        The Offer.    The Merger Agreement provides that Purchaser will commence the Offer and that upon the terms and subject to prior satisfaction or waiver (to the extent permitted to be waived) of the conditions of the Offer, Purchaser will purchase all Shares validly tendered pursuant to the Offer. The Merger Agreement provides that Purchaser has the right, in its sole discretion, to modify and make certain changes to the terms and conditions of the Offer as described in Section 1—"Terms of the Offer." Parent, Purchaser and the Company agreed that the Share Price was calculated based upon the accuracy of the capitalization representation in the Merger Agreement and that, in the event the number of outstanding Shares exceeds 5,271,926 or the number of Options, exercise prices of Options or stock grants set forth in the disclosure schedule to the Merger Agreement are inaccurately stated, in any manner adverse to Parent or Purchaser, the Share Price will be appropriately adjusted downward. The provisions of this paragraph are not in derogation of the capitalization representation. Notwithstanding the foregoing, there will be no adjustment pursuant to this paragraph with respect to the issuance of Shares upon the exercise of Options disclosed in the disclosure schedule to the Merger Agreement.

        The Company Board.    The Merger Agreement provides that immediately upon the acceptance for payment of and payment for any Shares by Purchaser or any of its affiliates pursuant to the Offer, Purchaser will be entitled to designate such number of directors, rounded up to the next whole number, for the election or appointment to the Company Board as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to the product of (i) the total number of directors on the Company Board (giving effect to any increase in the size of such Board pursuant to the Merger Agreement) and (ii) the percentage that the number of Shares beneficially owned by Purchaser and its affiliates (including Shares so accepted for payment and purchased) bears to the number of Shares then outstanding. In furtherance thereof, concurrently with such acceptance for payment and payment for such Shares, the Company will, upon request of Parent or Purchaser and in compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, use its best efforts to promptly either increase the size of the Company Board or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable such designees of Purchaser to be so elected or appointed to the Company Board, and, subject to applicable law, the Company will take all actions available to the Company to cause such designees of Purchaser to be so elected or appointed. The Merger Agreement provides that at such time, the Company will, if requested by Purchaser and subject to applicable law, also take all action necessary to cause persons designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board (other than any committee of the Board established to take action under the Merger Agreement of the type described in the last sentence of this paragraph or to the extent such appointment would be contrary to applicable law or any exchange on which the Shares are then listed), (ii) each board of directors (or similar body) of each subsidiary of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, the Company will use its best efforts to ensure that, if Purchaser's designees are elected to the Company Board, such Company Board will have, at all times prior to the Effective Time, at least two directors who are directors on the date of the Merger

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Agreement and who are not officers or affiliates of the Company (it being understood that for purposes of this sentence, a director of the Company will not be deemed an affiliate of the Company solely as a result of his or her status as a director of the Company), Parent, Purchaser or any of their affiliates or any of their respective subsidiaries (the "Independent Directors"); and provided further, that, in such event, if the number of Independent Directors is reduced below two for any reason whatsoever the remaining Independent Director may designate an Independent Director to be an Independent Director for purposes of the Merger Agreement or if no Independent Directors then remain, the other directors may designate two persons to fill such vacancies who may not be officers or affiliates of the Company, Parent or any of their respective affiliates, and such persons will be deemed to be Independent Directors for purposes of the Merger Agreement. Subject to applicable law, the Company will promptly take all action reasonably requested by Parent necessary to effect any such election, including furnishing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder (including furnishing the information to Parent for inclusion in the Offer Documents initially filed with the SEC and distributed to the shareholders of the Company). From and after the time, if any, that Parent's designees constitute a majority of the Company Board and prior to the Effective Time, (i) any amendment of the articles of incorporation or bylaws of the Company or the authorization of any other action ("Other Action") to be taken by the Company under the Merger Agreement (including the consent of the Company pursuant to the Merger), if such amendment or Other Action materially and adversely affects the holders of Shares other than Parent and its affiliates or (ii) any amendment of the Merger Agreement, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser thereunder, any waiver of any of the Company's rights thereunder or any termination of the Merger Agreement by the Company, may be effected only by the action of a majority of the Independent Directors of the Company, which action will be deemed to constitute the action of any committee specifically designated by the Board of Directors of the Company to approve the actions contemplated thereby and the full Board of Directors of the Company; provided, that, if there is no Independent Directors, such actions may be effected by majority vote of the entire Board of Directors of the Company.

        The Merger.    Pursuant to the Merger Agreement and the PBCL, as soon as practicable after the completion of the Offer and the satisfaction or waiver, if permissible, of all conditions, including the purchase of Shares pursuant to the Offer and the approval and adoption of the Merger Agreement by the shareholders of the Company (if required by applicable law), Purchaser will be merged with and into the Company and the Company will be the Surviving Corporation and, as of the Effective Time, an indirect wholly owned subsidiary of Parent. At the election of Parent, with the consent of the Company (which consent will not be unreasonably withheld or delayed), any direct or indirect wholly owned subsidiary of Parent may be substituted for Purchaser as a constituent corporation in the Merger. Notwithstanding the foregoing, with the consent of the Company (which consent will not be unreasonably withheld or delayed), Parent may elect at any time prior to the time that the notice of the meeting of shareholders of the Company to consider approval of the Merger and the Merger Agreement (the "Shareholder Meeting") is first given to the Company's shareholders that instead of merging Purchaser into the Company as hereinabove provided, to merge the Company into Purchaser or another direct or indirect wholly owned subsidiary of Parent. In such event the parties will execute an appropriate amendment to the Merger Agreement in order to reflect the foregoing and to provide that Purchaser or such other subsidiary of Parent will be the Surviving Corporation. At the Effective Time, each issued and outstanding Share, other than Shares held by (A) the Company or any of its subsidiaries, (B) Parent or Purchaser or any of their subsidiaries and (C) shareholders who properly perfect their dissenters' rights under the PBCL, if applicable, will be converted into the right to receive the Merger Consideration or any higher price that may be paid for Shares pursuant to the Offer, without interest. The Company's Articles of Incorporation will become the Articles of Incorporation of the Surviving Corporation, and Purchaser's Bylaws will be the Bylaws of the Surviving Corporation.

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        Options.    The Merger Agreement provides that, before the Effective Time, the Company will take such actions as are necessary to cause all options to acquire the Shares outstanding under the Company's stock option plans and other arrangements (each, an "Option", and collectively, the "Options") to become cancelled. At the Effective Time, each Option then outstanding will be cancelled, and each holder thereof will be entitled to receive therefor a payment in cash (subject to any applicable withholding taxes) equal to the product of (i) the number of Shares subject to such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject or related to such Option. Such cash payment will be paid immediately prior to the Effective Time. The Company will take all necessary actions to effect the foregoing, to terminate the Company's stock option plans and similar arrangements and to ensure that all Options are cancelled.

        Representations and Warranties.    In the Merger Agreement, the Company has made customary representations and warranties to Parent and Purchaser with respect to, among other things, corporate organization, subsidiaries, capitalization, authority to enter into the Merger Agreement, absence of certain changes or events, filings with the SEC, disclosures in proxy statements and tender offer documents, required consents, no conflicts between the Merger Agreement and applicable laws and certain agreements to which the Company or its assets may be subject, brokers' and finders' fees, statements in the Offer documents, litigation, financial statements, insurance, labor and employment matters, employee benefit plans, tax matters, compliance with applicable laws, intellectual property, environmental matters, material contracts, applicability of state takeover statutes, enforceability of contracts, absence of undisclosed liabilities, title to properties, indemnification claims, products liability, relationships with customers and suppliers, affiliate transactions, absence of questionable payments, the Company Rights Agreement, and excess parachute payments.

        In the Merger Agreement, each of Parent and Purchaser has made customary representations and warranties to the Company with respect to, among other things, corporate organization, authority to enter into the Merger Agreement, required consents, no conflicts between the Merger Agreement and applicable laws and certain agreements to which Parent or Purchaser or their assets may be subject, and disclosures in proxy statements and tender offer documents.

        Interim Operations.    Pursuant to the Merger Agreement, the Company has agreed that, prior to the Effective Time, unless otherwise expressly contemplated by the Merger Agreement or consented to in writing by Parent, it will and will cause each of its subsidiaries to (i) operate its business in the usual and ordinary course consistent with past practices, (ii) use its commercially reasonable best efforts to preserve intact its business organization, maintain its rights and franchises, retain the services of its respective key employees and maintain its relationships with its respective customers and suppliers and others having business dealings with it to the end that its goodwill and ongoing business will be unimpaired at the Effective Time, (iii) use its commercially reasonable best efforts to maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and to maintain supplies and inventories in quantities consistent with its customary business practice; and (iv) use its commercially reasonable best efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained.

        Except as set forth in the disclosure schedule to the Merger Agreement, the Company has agreed that, except as expressly contemplated by the Merger Agreement or otherwise consented to in writing by Parent, from the date of the Merger Agreement until the Effective Time, it will not, and will not permit any of its subsidiaries to (a) (A) increase the compensation (or benefits) payable to or to become payable to any director or employee, except for increases in salary or wages of employees in the ordinary course of business and consistent with past practice; (B) grant any severance or termination pay (other than pursuant to the normal severance policy or practice of the Company or its subsidiaries as disclosed in the disclosure schedule to the Merger Agreement and in effect on the date of the Merger Agreement) to, or enter into or amend in any material respect any employment or severance agreement with, any employee; (C) establish, adopt, enter into or amend any collective

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bargaining agreement or employee benefit plan of the Company or any of its applicable affiliates; or (D) take any action to accelerate any rights or benefits, or make any determinations not in the ordinary course of business consistent with past practice, under any collective bargaining agreement or benefit plan of the Company or any of its applicable affiliates; (b) declare, set aside or pay any dividend on, or make any other distribution in respect of (whether in cash, stock or property), outstanding shares of capital stock, except for dividends by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company; (c) redeem, purchase or otherwise acquire, or offer or propose to redeem, purchase or otherwise acquire, any outstanding shares of capital stock of, or other equity interests in, or any securities that are convertible into or exchangeable for any shares of capital stock of, or other equity interests in, or any outstanding options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, the Company or any of its subsidiaries (other than (A) any such acquisition by the Company or any of its wholly owned subsidiaries directly from any wholly owned subsidiary of the Company in exchange for capital contributions or loans to such subsidiary, or (B) any acquisition, purchase, forfeiture or retirement of Shares or the Options occurring pursuant to the terms (as in effect on the date of the Merger Agreement) of any existing benefit plan of the Company or any of its subsidiaries, in a manner otherwise consistent with the terms of the Merger Agreement); (d) effect any reorganization or recapitalization; or split, combine or reclassify any of the capital stock of, or other equity interests in, the Company or any of its subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of such capital stock or such equity interests; (e) except as contemplated by the Rights Agreement and not in violation of the Merger Agreement, offer, sell, issue or grant, or authorize or propose the offering, sale, issuance or grant of, any shares of capital stock of, or other equity interests in, any securities convertible into or exchangeable for (or accelerate any right to convert or exchange securities for) any shares of capital stock of, or other equity interest in, or any options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, or any other voting securities of, the Company or any of its subsidiaries, or any "phantom" stock, "phantom" stock rights, SARs or stock-based performance units, other than issuances of Shares upon the exercise of the Options outstanding at the date of the Merger Agreement in accordance with the terms thereof (as in effect on the date of the Merger Agreement); (f) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or in any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets of any other person (other than the purchase of inventories and supplies from suppliers or vendors in the ordinary course of business and consistent with past practice and other than asset acquisitions which do not exceed $25,000 in any individual transaction or $50,000 in the aggregate); (g) sell, lease, exchange or otherwise dispose of, or grant any lien with respect to, any of the properties or assets of the Company or any of its subsidiaries that have a fair market or book value (whichever is greater) of more than $25,000 individually or $50,000 in the aggregate, except for dispositions of excess or obsolete assets and sales of inventories in the ordinary course of business and consistent with past practice; (h) propose or adopt any amendments to its articles of incorporation or bylaws or other organizational documents; (i) effect any change in any accounting methods, principles or practices in effect as of December 31, 2002 affecting the reported consolidated assets, liabilities or results of operations of the Company, except as may be required by a change in generally accepted accounting principles; (j) (A) incur any indebtedness (other than borrowings for working capital purposes under the Company's existing revolving credit facility disclosed in the disclosure schedule to the Merger Agreement), issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any such indebtedness or debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, or (B) make any loans, advances or capital contributions to, or investments in, any other person, other than to or in the Company or any direct or indirect wholly owned subsidiary of the

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Company; (k) enter into certain contracts described in the Merger Agreement other than contracts with customers and suppliers for goods or services entered into in the ordinary course of business and consistent with past practices that are not expected to result in payments to or liabilities of the Company and its subsidiaries in excess of $100,000 for any single contract or series of related contracts which are reasonably expected to be performed within 90 days of entry or as permitted by the Merger Agreement; provided, however, that Parent agrees that it will not unreasonably withhold or delay its consent to certain intellectual property licenses described in the Merger Agreement to the extent not permitted by the foregoing; (l) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in its public filings with the SEC since December 31, 2002 (but not in excess of the amount so reflected or reserved) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice; (m) take any of the actions set forth in the Company's Absence of Certain Changes representation and warranty in the Merger Agreement that are not otherwise specified in this paragraph; (n) settle the terms of any material litigation affecting the Company or any of its subsidiaries, including any litigation with shareholders of the Company or involving the Merger Agreement or the Transactions; (o) make or revoke any tax election except in a manner consistent with past practice, change any method of accounting for tax purposes, settle or compromise any material tax liability, or agree to an extension of time of a statute of limitations; (p) make or agree to make any new capital expenditures other than capital expenditures made in the ordinary course of business and consistent with past practices which individually do not exceed $100,000 and which in the aggregate do not exceed $250,000; (q) (A) amend or waive any provisions of the Rights Agreement (other than such amendments as are necessary to accommodate the Merger Agreement and the Transactions) or redeem any Rights or (ii) implement or adopt any other so-called "poison pill," shareholder rights plan or other similar plan; provided, however, that the Company may delay the "Distribution Date" (as defined in the Rights Agreement) as contemplated by the Company Rights Agreement to a date not later than the close of business on the tenth day after the "Stock Acquisition Date" (as defined in the Rights Agreement) without the consent of Parent; or (r) agree in writing or otherwise to take any of the foregoing actions described in subsections (a) though (q) or any action which would make any representation or warranty of the Company in the Merger Agreement, the Tender and Option Agreement or the Stock Option Agreement untrue or incorrect in any material respect or cause any condition described in Section 15 of this Offer to Purchase—"Certain Conditions of the Offer" to be unsatisfied.

        No Solicitation.    In the Merger Agreement, the Company has agreed from and after the date of the Merger Agreement until the Effective Time or earlier termination of the Merger Agreement, neither the Company nor any of its subsidiaries will directly or indirectly initiate, solicit or encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate, any inquiries or the making or submission of any Acquisition Proposal (as defined below) or enter into or maintain or continue discussions or negotiate with any person or group in furtherance of such inquiries or to obtain or induce any person or group to make or submit an Acquisition Proposal or agree to or endorse any Acquisition Proposal or assist or participate in, facilitate or encourage, any effort or attempt by any other person or group to do or seek any of the foregoing or authorize or permit any of its officers, directors or employees or any of its subsidiaries or affiliates or any investment banker, financial advisor, attorney, accountant or other representative or agent retained by it or any of its subsidiaries to take any such action; provided, however, that nothing contained in the Merger Agreement will prohibit the Company or the Company Board from, prior to the earlier to occur of acceptance for payment of Shares pursuant to the Offer or adoption of the Merger Agreement by the requisite vote of the shareholders of the Company, furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited (i.e. not solicited after

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the date of the Merger Agreement) written, bona fide Acquisition Proposal that the Company Board determines reasonably and in good faith constitutes or presents a reasonable likelihood of resulting in a Superior Proposal (as defined below), if, and only to the extent that prior to taking such action (other than the negotiation of the confidentiality agreement referred to in the following clause (y) prior to the disclosure of any Company information) the Company (x) delivers to Parent and Purchaser the notice required the Merger Agreement stating that it is taking such action and (y) receives from such person or group an executed confidentiality agreement that is not, in any material respect, less restrictive as to such person or entity than the confidentiality agreement between Parent and the Company and which, in any event, contains customary confidentiality and standstill restrictions and will not contain any exclusivity provisions which would prohibit the Company from complying with its obligations under the Merger Agreement. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" by any officer, director, employee or affiliate of the Company or any of its subsidiaries or any investment banker, attorney, accountant or other advisor, agent or representative of the Company or any of its subsidiaries, whether or not such person is purporting to act on behalf of the Company or any of its subsidiaries or otherwise, will be deemed to be a breach of such covenant by the Company.

        "Acquisition Proposal" means an inquiry, offer or proposal regarding any of the following (other than the transactions contemplated by the Merger Agreement) involving the Company or any of its subsidiaries: (i) any merger, consolidation, share exchange, recapitalization, liquidation, dissolution, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of the Company and its subsidiaries, taken as a whole, or of any Material Business (as defined below) or of any subsidiary or subsidiaries responsible for a Material Business in a single transaction or series of related transactions; (iii) any tender offer (including a self tender offer) or exchange offer that, if consummated, would result in any person or group beneficially owning more than 20% of the outstanding shares of any class of equity securities of the Company or its subsidiaries (or in the case of a person or group which beneficially owns more than 20% of the outstanding shares of any class of equity securities of the Company as of the date hereof, would result in such person or group increasing the percentage or number of shares of such class beneficially owned by such person or group) or the filing of a registration statement under the Securities Act of 1933, as amended, in connection therewith; (iv) any acquisition of 20% or more of the outstanding Shares or the filing of a registration statement under the Securities Act in connection therewith or any other acquisition or disposition the consummation of which would prevent or materially diminish the benefits to Parent of the Merger; or (v) any public announcement by the Company or any third party of a proposal, plan or intention to do any of the foregoing or of any agreement to engage in any of the foregoing. "Superior Proposal" means any proposal made by one or more third parties (the "bidders") to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or other similar transaction, all the Shares then outstanding or all or substantially all of the assets of the Company and its subsidiaries, for consideration consisting of all cash and for which such bidders have such consideration immediately available and such proposal is not otherwise subject to a financing condition, which the Company Board determines reasonably and in good faith (after receiving a fairness opinion of B&S or another financial advisor of nationally recognized reputation) to be superior to the holders of Shares from a financial point of view (taking into account any changes to the terms of the Merger Agreement and the Offer that have been proposed by Parent in response to such proposal) and to be more favorable to the Company and the holders of Shares (taking into account all financial and strategic considerations, including relevant legal, financial, regulatory and other aspects of such proposal and the third party making such proposal and the conditions and prospects for completion of such proposal) than the Offer, the Merger and the other transactions contemplated by the Merger Agreement taken as a whole. "Material Business"

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means any business (or the assets needed to carry out such business) that contributed or represented 20% or more of the net sales, the net income or the assets (including equity securities) of the Company and its subsidiaries taken as a whole.

        Neither the Company Board nor any committee thereof will (i) withdraw, modify in a manner adverse to Parent or Purchaser or fail to make, or propose to withdraw, modify in a manner adverse to Parent or Purchaser or fail to make its approval or recommendation of the Offer or the Merger or of the Tender and Option Agreement, the Merger Agreement and the other Transactions, (ii) except as permitted by the terms of the next paragraph, approve or recommend, or propose to approve or recommend, any Acquisition Proposal, except that nothing will prohibit the Company or the Company Board from taking and disclosing to its shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's shareholders if the Company Board, after consultation with independent legal counsel, determines reasonably and in good faith that the failure to take such action would reasonably be expected to constitute a breach of the fiduciary duty of the Company Board under applicable law (provided that neither the Company Board nor any committee thereof withdraws or modifies, or proposes to withdraw or modify, the approval or recommendation of the Company Board of the Offer or the Merger); (iii) take any action not previously taken to render the provisions of any anti-takeover statute, rule or regulation (including Sections 2538 though 2588, inclusive, of the PBCL) inapplicable to any person (other than Parent, Purchaser or their affiliates) or group or to any Acquisition Proposal, or (iv) cause the Company to accept such Acquisition Proposal and/or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal.

        Nothing contained in this Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" shall prohibit the Company or the Company Board from taking and disclosing to its shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's shareholders if the Company Board, after consultation with independent legal counsel (who may be the Company's regularly engaged independent counsel), determines reasonably and in good faith that the failure to take such action would reasonably be expected to constitute a breach of the fiduciary duty of the Company Board under applicable law; provided that neither the Company Board nor any committee thereof withdraws or modifies, or proposes to withdraw or modify, the approval or recommendation of the Company Board of the Offer or the Merger.

        In addition to the obligations of the Company set forth above, the Company will promptly (and in any event, within one business day) advise Parent orally and in writing of any request for information or the submission or receipt after the date of the Merger Agreement of any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to lead to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the person making any such request, Acquisition Proposal or inquiry and the Company's response or responses thereto. The Company will keep Parent fully informed of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. Immediately following the execution of the Merger Agreement, the Company will cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing.

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        Indemnification of the Officers and Directors.    In the Merger Agreement, Parent and Purchaser agreed that all rights to indemnification for acts or omissions occurring prior to the Effective Time existing as of the date of the Merger Agreement in favor of the current or former directors or officers of the Company and its subsidiaries (including any director or officer of the Company or its subsidiaries acting in their capacity as directors, officers, agents or trustees of any benefit plan for employees of the Company and its subsidiaries) as provided in the Company and/or, if greater, such subsidiaries' respective articles of incorporation or bylaws will survive the Merger and will continue in full force and effect in accordance with their terms for a period of six years from the Effective Time (notwithstanding any subsequent amendment of the respective articles of incorporation or bylaws, provided that any amendment will explicitly retain these rights for these persons). Parent will cause to be purchased, promptly following the date of the first purchase of any Shares by Purchaser pursuant to the Offer, an extension covering a period of six years from the Effective Time for the Company's directors' and officers' insurance and indemnification policy in effect on the date of the Merger Agreement, so long as the aggregate premium to be paid by the Company for such insurance extension would not exceed $168,750.

        The parties to the Merger Agreement agreed that if any claim or claims will, subsequent to the date of the first purchase of any Shares by Purchaser pursuant to the Offer and within six years after the Effective Time, be made in writing against any present or former director or officer of the Company or its subsidiaries based on or arising out of the services of such person prior to the Effective Time in the capacity of such person as a director or officer of the Company or its subsidiaries (and such director or officer will have given Parent written notice of such claim or claims within such six year period), the provisions of preceding paragraph respecting the rights to indemnify the current or former directors or officers under the articles of incorporation and bylaws of the Company and/or its subsidiaries will continue in effect until the final disposition of all such claims.

        Employee Plans and Benefits and Agreements.    Simultaneously with the execution of the Merger Agreement, the Company Board (or, if appropriate, any committee administering the Company's stock option plans) will adopt such resolutions or take such other actions to cancel each outstanding Option and entitle the holders of outstanding Options which are vested and exercisable immediately prior to the Effective Time to receive a payment in cash equal to the product of (i) the number of Shares subject to such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject or related to such Option, and thereafter the Board of Directors of the Company (or any such committee) will adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing. The amount described in the previous sentence will be paid by the Company immediately before the Effective Time.

        The Company agreed that no further grants of Options will be made under the Company stock option plans or otherwise by the Company after the date of the Merger Agreement, and the provision in any other benefit plan providing for the potential issuance, transfer or grant of any capital stock of the Company or any of its subsidiaries or any interest, or release of restrictions in respect of any capital stock of the Company or any of its subsidiaries will be deleted, and the Company stock options plans will be terminated, as of the Effective Time, and the Company will ensure that following the Effective Time no holder of an Option (whether or not outstanding as of the Effective Time), restricted stock, derivative security, or any participant in any other benefit plan will have any right thereunder to acquire any capital stock of the Company or any of its subsidiaries or the Surviving Corporation. No participant in the Company stock option plans or other holder of Options will be entitled to receive any other payment or benefit thereunder except as provided in the preceding paragraph.

        Except as provided in this paragraph, nothing contained in the Merger Agreement will confer upon any employee of the Company, the Company's applicable affiliates or any of the Company's subsidiaries any right with respect to employment by Parent, Purchaser or any of Parent's subsidiaries or the Surviving Corporation or any of its applicable affiliates, nor will anything in the Merger Agreement

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interfere with the right of Parent, Purchaser or any of Parent's subsidiaries, or the Surviving Corporation or any of its applicable affiliates, to terminate the employment of any employee who continues employment with the Surviving Corporation or any applicable affiliates after the Effective Time (each, a "continuing employee") at anytime, with or without cause, or except as otherwise expressly provided in the Merger Agreement restrict Parent, Purchaser or any of Parent's subsidiaries in the exercise of their independent business judgment in modifying any other terms and conditions of the employment of any continuing employee. No provision of the Merger Agreement will create any third party beneficiary rights in any continuing employee, any beneficiary or any dependent thereof with respect to the compensation, terms and conditions of employment or benefits that may be provided to any continuing employee by the Surviving Corporation or its affiliates or under any benefit plan which the Surviving Corporation or its affiliates may maintain or cause to be maintained with respect to such continuing employee. Notwithstanding the forgoing, Parent agrees that following the date of the first purchase of any Shares by Purchaser pursuant to the Offer (assuming Purchaser's designees under the Merger Agreement constitute at least a majority of the Company Board) it will use its commercially reasonable best efforts to cause the Company and the Surviving Corporation to comply with the applicable terms and provisions of the agreements listed on the applicable disclosure schedule to the Merger Agreement if such agreements are then in effect. Nothing in the Merger Agreement will require Parent or the Surviving Corporation to continue any particular benefit plan, agreement, policy or arrangement or prevent the amendment or termination thereof; provided, however, that subject to applicable law the Company's employees will receive full credit for prior years of service to the Company under, and will not be subject to any waiting periods under, any benefit plans which Parent or the Surviving Corporation make available to continuing employees.

        Commercially Reasonable Best Efforts.    In the Merger Agreement, subject to the terms and conditions thereof, each of the parties will use commercially reasonably best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective as soon as reasonably practicable the transactions contemplated thereby. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of the Merger Agreement, the Stock Option Agreement and the Tender and Option Agreement, the proper officers and directors of each party to the Merger Agreement will take all such necessary action. Such commercially reasonable best efforts will apply to, without limitation, (i) the obtaining of all necessary consents, approvals or waivers from third parties and governmental entities necessary to the consummation of the transactions contemplated by the Merger Agreement and (ii) opposing vigorously any litigation or administrative proceeding relating to the Merger Agreement and the Tender and Option Agreement or the Transactions, including, without limitation, promptly appealing any adverse court or agency order. Notwithstanding the foregoing or any other provisions contained in the Merger Agreement or the Tender and Option Agreement to the contrary, neither Parent nor any of its affiliates will be under any obligation of any kind to (i) enter into any negotiations or to otherwise agree with or litigate against any governmental entity, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or (ii) otherwise agree with any governmental entity or any other party to sell or otherwise dispose of, agree to any limitations on the ownership or control of, or hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, its subsidiaries, Parent or any of Parent's affiliates. Pursuant to the Merger Agreement, the failure to obtain any consents under certain of the agreements listed in the disclosure schedule to the Merger Agreement will not result in the failure to satisfy the consent condition (as described below), except to the extent such agreements are marked with an asterisk (*) thereon.

        Pursuant to the Merger Agreement, the Company will give and make all required and material notices and reports to the appropriate persons with respect to the permits and environmental permits

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that may be necessary for the sale and purchase of the business and the ownership, operation and use of the assets of the Surviving Corporation by Parent and Purchaser after the Effective Time. Subject to the other terms of the Merger Agreement, each of the Company, Parent and Purchaser will cooperate and use their respective commercially reasonable best efforts to make all filings, to obtain all actions or nonactions, waivers, permits and orders of governmental entities necessary to consummate the transactions contemplated by the Merger Agreement and to take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entity. Each of the parties to the Merger Agreement will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing.

        Pursuant to the Merger Agreement, the Company and Company Board will (i) ensure that no state takeover statute or similar statute, rule or regulation (including Sections 2538 through 2588, inclusive, of the PBCL) is or becomes applicable to the Offer, the Merger, the Merger Agreement, the Tender and Option Agreement or any of the other transactions contemplated by the foregoing and (ii) if any state takeover statute or similar statute, rule or regulation becomes applicable to the Offer, the Merger, the Merger Agreement, the Tender and Option Agreement or any other transactions, ensure that the Offer, the Merger and the other transactions, including the transactions contemplated by the Merger Agreement and the Tender and Option Agreement may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and the Tender and Option Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other transactions, including the transactions contemplated by the Merger Agreement, and the Tender and Option Agreement.

        Confidentiality Agreement.    The parties to the Merger Agreement agreed that the provisions of the Confidentiality Agreement will remain binding and in full force and effect in accordance with its terms, except that the ninth (9th) paragraph thereof (regarding non-solicitation) will be superseded by the no solicitation covenant of the Merger Agreement, which is described in Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—No Solicitation." The parties will comply with, and will cause their respective representatives to comply with, all of their respective obligations under the Confidentiality Agreement until the Effective Time, at which time the Confidentiality Agreement will terminate and be of no further force and effect. Notwithstanding anything in the Merger Agreement (or in the Confidentiality Agreement) to the contrary, any party subject to confidentiality obligations of the Merger Agreement or under any related document (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated in the Merger Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. To the extent not inconsistent with the immediately preceding sentence, this authorization does not extend to disclosure of any other information, including without limitation (a) the identities of participants or potential participants in this transaction, (b) the existence or status of any negotiations, or (c) or any other term or detail, or portion of any documents or other materials, not related to the tax treatment or tax structure of the potential transaction.

        Shareholder Meeting.    The Merger Agreement provides that, to the extent required by applicable law, the Company will promptly after consummation of the Offer take all action necessary in accordance with the PBCL and its Articles of Incorporation and Bylaws to convene the Shareholder Meeting to consider and vote on the Merger and the Merger Agreement. At the Shareholder Meeting, all of the Shares then owned by Parent, Purchaser or any other subsidiary of Parent will be voted to approve the Merger and the Merger Agreement. The Company Board will recommend that the Company's shareholders vote to approve the Merger and the Merger Agreement if such vote is sought, will use its commercially reasonable best efforts to solicit from shareholders of the Company proxies in

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favor of the Merger and will use its best efforts to take all other action in its judgment necessary and appropriate to secure the vote of shareholders required by the PBCL to effect the Merger.

        The Merger Agreement provides that Parent and Purchaser will not, and they will cause their subsidiaries not to, sell, transfer, assign, encumber or otherwise dispose of the Shares acquired pursuant to the Offer or otherwise prior to the Shareholder Meeting; provided, however, that this paragraph will not apply to the sale, transfer, assignment, encumbrance or other disposition of any or all such Shares in transactions involving solely Parent, Purchaser and/or one or more of their wholly owned subsidiaries. Parent and Purchaser will, or will cause their subsidiaries to, vote any Shares owned by them in favor of the Merger.

        Notwithstanding the two immediately preceding paragraphs, in the event that Purchaser will acquire at least 80% of the Shares, the parties to the Merger Agreement agree to take all necessary and appropriate action to cause the Merger to become effective, in accordance with the PBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Company.

        Conditions to the Merger.    The respective obligations of each party to effect the Merger are subject to the satisfaction or waiver, where permissible, prior to the Effective Time, of the following conditions: (i) if required by the PBCL, the Merger Agreement will have been approved by the requisite affirmative vote of the shareholders of the Company in accordance with applicable law, (ii) no statute, rule, regulation, executive order, decree or injunction will have been enacted, entered, promulgated, or enforced by any court or governmental entity which is in effect and has the effect of prohibiting the consummation of the Merger and (iii) (x) in the case of the Company's obligations, all governmental consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated by the Merger Agreement will have been obtained and be in effect at the Effective Time, except where the failure to obtain any such consent would not reasonably be expected to subject any officer, director, employee or shareholder of the Company to civil or criminal liability in respect of the failure to obtain such consent, and (y) in the case of Parent's and Purchaser's obligations, (A) all governmental consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated by the Merger Agreement will have been obtained and be in effect at the Effective Time, and (B) there will not be threatened or pending any suit, action, or proceeding by any governmental entity, or by any other person which has a reasonable possibility of success, with respect to the Merger Agreement or the Transactions, except where the failure to obtain any such consent or the existence of any such suit, action or proceeding would not reasonably be expected to (i) have a material adverse effect on the Company or Parent, (ii) materially impede or limit the ownership, operation or use of any of the Company's or any of its subsidiaries' assets or business after the consummation of the Merger, or to compel the Company or Parent or any of their respective subsidiaries or affiliates to dispose of or hold separate any of their businesses or assets as a result of the Offer, the Merger or any of the transactions contemplated by the Merger Agreement, (iii) impose material limitations on the ability of Parent or Purchaser to acquire or hold, or exercise full rights of ownership of, any Shares accepted for payment pursuant to the Offer including, without limitation, the right to vote the Shares accepted for payment by it on all matters properly presented to the shareholders of the Company, (iv) prohibit Parent or any of its subsidiaries or affiliates from effectively controlling the businesses of the Company and its subsidiaries in any material respect, or (v) require divestiture by Purchaser or any of its affiliates of any Shares; provided, however, that Parent will be deemed to have waived this condition with respect to any failure to obtain or be in effect any such consent, order or approval or the existence of any such suit, action or proceeding, which failure or existence existed prior to the acceptance for payment by Purchaser of Shares pursuant to the Offer.

        The obligations of Parent and Purchaser to complete the Merger are further subject to the satisfaction or waiver, prior to the Effective Time, of the condition that Purchaser shall have accepted for payment and paid for Shares tendered pursuant to the Offer.

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        Termination.    The Merger Agreement may be terminated and the Merger may be abandoned at any time (notwithstanding approval thereof by the shareholders of the Company) prior to the Effective Time:

        (a) by mutual written consent duly authorized by the Boards of Directors of the Company, Parent and Purchaser;

        (b) by Parent, Purchaser or the Company if any court of competent jurisdiction or other governmental entity will have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Merger and such order, decree or ruling or other action is or will have become nonappealable;

        (c) by Parent or Purchaser, if due to an occurrence or circumstance (except where Parent's or Purchaser's breach of any of their respective obligations under the Merger Agreement is the cause of or directly resulted in such occurrence or circumstance) which would result in the occurrence and continued existence of any of the conditions described in Section 15 of this Offer to Purchase—"Certain Conditions of the Offer," Purchaser will have (i) failed to commence the Offer in accordance with the terms of the Merger Agreement, (ii) terminated the Offer without purchasing any Shares pursuant to the Offer or (iii) failed to accept for payment Shares pursuant to the Offer prior to January 31, 2004;

        (d) by the Company if there will not have been and be continuing a material breach of any representation, warranty, covenant or agreement on the part of the Company, and Purchaser will have (A) failed to commence the Offer in violation of the terms of the Merger Agreement, (B) terminated the Offer without purchasing all the Shares validly tendered and not withdrawn pursuant to the Offer, or (C) failed to accept for payment Shares pursuant to the Offer prior to January 31, 2004;

        (e) by Parent or Purchaser prior to the purchase of Shares pursuant to the Offer, if (i) (x) any representations and warranties of the Company contained in the Merger Agreement which are qualified by materiality will not be true and correct at any time prior to the acceptance for payment of Shares pursuant to the Offer (without regard to any knowledge qualifications therein), (y) the representations and warranties of the Company contained in the Merger Agreement which are not qualified by materiality will not be true and correct in any material respect at any time prior to the acceptance for payment of Shares pursuant to the Offer (without regard to any knowledge qualifications therein) or (z) the representations and warranties of the Company in the Merger Agreement will not be true and correct at any time prior to the acceptance for payment of Shares pursuant to the Offer (determined without regard to any materiality or knowledge qualifications therein) except to the extent any failures of the representations or warranties to be true and correct in the aggregate could not reasonably be expected to have a material adverse effect on the Company (other than to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties will not be true and correct as of such date), or (ii) the Company will not have performed and complied with, in all material respects (without reference to any materiality qualifications therein), each covenant or agreement contained in the Merger Agreement and required to be performed or complied with by it, and which breach, in the case of clause (i) and (ii) above, will not have been cured prior to the earlier of (A) 10 business days following notice of such breach to the Company by Parent or Purchaser and (B) January 31, 2004; provided, however, that the Company will have no right to cure and Parent and Purchaser may immediately terminate the Merger Agreement in the event that such breach by the Company was willful, in the event of a material breach of the no solicitation covenant described in Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—No Solicitation" (whether or not willful), or in the event that such breach is not reasonably capable of being cured within such period of time

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or (iii) the Company Board or any committee thereof will have withdrawn, or modified, amended or changed (including by amendment of the Schedule 14D-9 to be filed by the Company on the Date of the Offer) in a manner adverse to Parent or Purchaser its approval or recommendation of the Offer, the Merger, the Merger Agreement or any of the Transactions, or will have approved or recommended to the Company's shareholders an Acquisition Proposal or any other acquisition of Shares other than the Offer and the Merger, or will have adopted any resolutions to effect any of the foregoing or (iv) the Company Board will have failed to publicly reaffirm their approval or recommendation of the Offer, the Merger, the Merger Agreement or any of the Transactions within two business days following Parent's or Purchaser's written request to do so;

        (f) by the Company prior to the purchase of any Shares pursuant to the Offer if (i) there will have been a material breach of any representation or warranty in the Merger Agreement on the part of Parent or Purchaser which materially adversely affects (or materially delays) the consummation of the Offer or the Merger or (ii) Parent or Purchaser will not have performed or complied with, in all material respects (without reference to any materiality qualifications therein), each covenant or agreement contained in the Merger Agreement and required to be performed or complied with by them, and such breach materially adversely affects the Company, its shareholders generally or its employees generally or which materially adversely affects (or materially delays) the consummation of the Offer or the Merger, and which breach, in the case of both clause (i) and clause (ii) above, will not have been cured prior to the earlier of (A) 10 business days following notice of such breach to Parent and Purchaser by the Company and (B) January 31, 2004; provided, however, that Parent and Purchaser will have no right to cure such breach and the Company may immediately terminate the Merger Agreement in the event that such breach by Parent or Purchaser was willful or in the event such breach is not reasonably capable of being cured within such period of time;

        (g) by Parent or Purchaser prior to the purchase of Shares pursuant to the Offer if any person or group (which includes a "person" or "group" as such terms are defined in Section 13(d)(3) of the Exchange Act) other than Parent, Purchaser, any of their affiliates, or any group of which any of them is a member, will have acquired beneficial ownership of more than 20% of the outstanding Shares or will have consummated or entered into a definitive agreement or an agreement in principle with the Company or any of its subsidiaries to consummate an Acquisition Proposal or if any person or group which, prior to the date of the Merger Agreement, had a Schedule 13D or 13G on file with the SEC will have acquired beneficial ownership of additional shares of any class or series of capital stock of the Company, through the acquisition of stock, the formation of a group or otherwise, which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series, or will have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company (including the Shares) which together with the Shares previously beneficially owned by such person or group, constitutes 20% or more of any such class or series (it being understood that the execution of the Tender and Option Agreement by the Company shareholders that are parties thereto and the performance of their obligations thereunder will not, in itself, be deemed to constitute such an acquisition of beneficial ownership triggering this provision);

        (h) by Parent or Purchaser if the Company or any shareholder party to the Tender and Option Agreement will have breached in any material respect any of its or their obligations under the Tender and Option Agreement and such breach will not have been cured, provided that there will be no right to cure in respect of breaches that are not reasonably capable of cure;

        (i) by Parent or Purchaser due to the occurrence of (x) any of the events or circumstances specified in subsection (c) of Section 15 of this Offer to Purchase—"Certain Conditions of the Offer," which, to the extent curable, is not cured within 60 days, (y) any of the events or

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circumstances specified in subsection (d) of Section 15 of this Offer to Purchase—"Certain Conditions of the Offer," which, to the extent curable, is not cured within 30 days if involving a governmental entity or 60 days if not involving a governmental entity or (z) any of the events or circumstances specified in subsection (e) of Section 15 of this Offer to Purchase—"Certain Conditions of the Offer," which, to the extent curable, is not cured within 30 days;

        (j) by the Company prior to the purchase of any Shares pursuant to the Offer and not earlier than 5 business days after the Company gives Parent prior written notice if (i) after the date of the Merger Agreement the Company Board will receive an unsolicited bona fide Acquisition Proposal and the Company Board determines reasonably and in good faith (after receiving a fairness opinion of B&S or another financial advisor of nationally recognized standing with respect to the Acquisition Proposal) that the Acquisition Proposal is a Superior Proposal (after considering any changes made to Parent's Offer within the 5 business day notice period); provided, that such Superior Proposal was not solicited by the Company after the date hereof and did not otherwise result from a breach of the provisions described in Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—No Solicitation"; provided, further, that the Company's ability to terminate the Merger Agreement pursuant to this paragraph is conditioned upon the payment by the Company to Parent of any amounts owed by it pursuant to sections of the Merger Agreement described in Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination Fee;" or

        (k) by Parent, Purchaser or the Company if the date of the first purchase of any Shares by Purchaser pursuant to the Offer will not have occurred by March 31, 2004.

        In the event of the termination and abandonment of the Merger Agreement pursuant to the provision set forth in this Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination," the Merger Agreement (except for certain provisions) will become void and have no effect, without any liability on the part of any party or its affiliates, directors, officers or shareholders except as provided in the Merger Agreement. Notwithstanding anything in the Merger Agreement to the contrary, to the extent the Company then owes Parent a Termination Fee (as defined below) at the time of such termination, termination by the Company pursuant to the Merger Agreement will not be effective unless prior to or simultaneously therewith such Termination Fee is paid to Parent.

        Termination Fee.    Except as provided below, all fees and expenses incurred by the parties to the Merger Agreement will be borne solely and entirely by the party which has incurred such fees and expenses. If:

        (i)(x) Parent or Purchaser terminates the Merger Agreement pursuant to subsections (c), (i) or (k) of Section 12 of this Offer to Purchase—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination," or the Company terminates the Merger Agreement pursuant to subsection (d) thereof, in either case, in circumstances when, prior to such termination any third party will have acquired beneficial ownership of 20% or more of the outstanding Shares (or any person or group with a Schedule 13D or 13G on file with the SEC (including the shareholders party to the Tender and Option Agreement except as expressly permitted in that agreement) will have acquired beneficial ownership of additional shares of any class or series of capital stock of the Company (including Shares), through the acquisition of stock, the formation of a group or otherwise, which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series, or will have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company (including the Shares) which together with the

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shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series (it being understood that the execution of the Tender and Option Agreement by the Company shareholders that are parties thereto and the performance of their obligations thereunder will not, in itself, be deemed to constitute such an acquisition of beneficial ownership triggering this provision)) or will have made or consummated or announced an intention to make or consummate an Acquisition Proposal (or with respect to any proposal that may be existing on the date hereof, not withdrawn such Acquisition Proposal) or (y) Parent or Purchaser terminates the Merger Agreement pursuant to subsection (g) of Section 12 of this Offer to Purchase—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination," and, in any such case described in clauses (x) or (y) in this paragraph, within 12 months after such termination the Company or any of its subsidiaries enters into or publicly announces an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or consummates or publicly announces an intention to consummate an Acquisition Proposal;

        (ii) Parent or Purchaser terminates the Merger Agreement pursuant to (x) clauses (i) or (ii) of subsection (e) of Section 12 of this Offer to Purchase—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination," as a result of a willful and material breach of the Merger Agreement by the Company or any material breach of the no solicitation covenant described in Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—No Solicitation" (whether or not willful), (y) clauses (iii) or (iv) of subsection (e) of Section 12 of this Offer to Purchase—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination," or (z) subsection (h) of Section 12 of this Offer to Purchase—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination";

        (iii) the Company terminates the Merger Agreement pursuant to subsection (f) of Section 12 of this Offer to Purchase—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination" in circumstances when Parent or Purchaser will also have the right to terminate the Merger Agreement pursuant to the circumstances described in subsections (b)(i) or (b)(ii) of Section 12 of this Offer to Purchase—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination"; or

        (iv) the Company terminates the Agreement pursuant to subsection (j) of Section 12 of this Offer to Purchase—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination."

        then, in each case, the Company will pay to Parent, within two business days following the execution and delivery of such agreement or such occurrence, as the case may be, or prior to or simultaneously with such termination by the Company as contemplated by subsections (b)(i), (b)(iii) or (b)(iv) of Section 12 of this Offer to Purchase—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination," a fee, in cash, of $1.1 million (a "Termination Fee"); provided, that the Company in no event will be obligated to pay more than one such Termination Fee with respect to all such agreements and occurrences and such termination. Any payment required to be made pursuant to this paragraph will be made to Parent by wire transfer of immediately available funds to an account designated by Parent. The provisions of this Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—Termination Fee" will not derogate from any other rights or remedies which Parent or Purchaser may possess under the Merger Agreement or under applicable law, and the payment of the Termination Fee will not be deemed to constitute liquidated damages.

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        Subject to the terms of the Merger Agreement, if a party breaches the Merger Agreement and such breach is not a material and willful breach by the breaching party or a material breach by the Company of the no solicitation covenant described in Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—No Solicitation" whether or not such breach is willful, the breaching party will not be liable in any amount in excess of the non-breaching party's reasonable costs and expenses incurred in connection with the negotiation and execution of the Merger Agreement and the consummation of the Transactions, including all fees and expenses of counsel, accountants, investment bankers, printers, experts and consultants to the non-breaching party and its affiliates (collectively, the "Expenses"), except to the extent that a Termination Fee is payable pursuant to the preceding paragraph (which will be payable in addition to any amount owing under this paragraph); provided, however, that in no event will Expenses payable pursuant to this paragraph under any circumstances by any party exceed $500,000 in the aggregate.

Tender and Option Agreement.

The following is a summary of certain provisions of the Tender and Option Agreement. This summary is not a complete description of the terms and conditions of the Tender and Option Agreement and is qualified in its entirety by reference to the full text of the Tender and Option Agreement which is filed with the SEC as an exhibit to the Schedule TO and is incorporated herein by reference. The Tender and Option Agreement may be examined, and copies obtained, as set forth in Section 9—"Certain Information Concerning Parent and Purchaser" of this Offer to Purchase.

        Pursuant to the Tender and Option Agreement, each Shareholder agreed to validly tender (or cause the record owner of such shares to validly tender) and sell (and not withdraw) Shares to Purchaser pursuant to and in accordance with the terms of the Offer as promptly as reasonably practicable and in any event prior to the tenth business day after commencement of the Offer. With respect to each Shareholder, the Tender and Option Agreement applies to all of the then outstanding Shares beneficially owned by such Shareholder (including the Shares outstanding as of the date of the Tender and Option Agreement and set forth in the Tender and Option Agreement opposite such Certain Shareholder's name). In the event that, notwithstanding the provisions of the first sentence of this paragraph, during the term of the Tender and Option Agreement, any Shares beneficially owned by a Shareholder are for any reason withdrawn from the Offer or are not purchased pursuant to the Offer, such Shares will remain subject to the terms of the Tender and Option Agreement. Each Shareholder acknowledges that Purchaser's obligation to accept for payment and pay for Shares tendered in the Offer is subject to all the terms and conditions of the Offer.

        Each Shareholder (a) agreed that at any annual, special, postponed or adjourned meeting of the shareholders of the Company it will cause the Shares such Shareholder beneficially owns to be counted as present (or absent if requested by Parent or Purchaser) thereat for purposes of establishing a quorum in order to vote or consent and (b) constitute and appoint Parent and Purchaser, or any nominee thereof, with full power of substitution, during and for the term of the Tender and Option Agreement, as his, her or its true and lawful attorney and proxy for and in his, her or its name, place and stead, to vote all the Shares such Shareholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the shareholders of the Company (and this appointment will include the right to sign his or its name (as Shareholder) to any consent, certificate or other document relating to the Company that laws of the Commonwealth of Pennsylvania may require or permit), in the case of both (a) and (b) above, (x) in favor of approval and adoption of the Merger Agreement and approval and adoption of the Merger and the other Transactions and (y) against (1) any Acquisition Proposal, (2) any action or agreement that could reasonably be expected to result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement or the Tender and Option Agreement and (3) the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any

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extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) (A) any change in a majority of the persons who constitute the board of directors of the Company or any of its subsidiaries as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of the Company's or any of its subsidiaries' articles or certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company's or any of its subsidiaries' corporate structure or business; or (D) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger and the other transactions contemplated by the Tender and Option Agreement and the Merger Agreement.

        Each Shareholder also granted to Parent and Purchaser an irrevocable option (the "Purchase Option") to purchase for cash, in a manner set forth below, any or all of the Shares (and including Shares acquired after the date of the Tender and Option Agreement by such Shareholder) beneficially owned by the Shareholder at a price (the "Exercise Price") per Share equal to $3.90 per Share. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Exercise Price will be appropriately adjusted for the purpose of this paragraph.

        In the event that (i) the Purchase Option has been exercised, in whole or in part with respect to any Shareholder, (ii) the Merger is consummated and (iii) Parent and Purchaser have increased the price per share paid for the Shares in the Merger above the Exercise Price (it being understood that the payment of any amounts pursuant to the exercise of dissenters' rights will not be considered for this purpose), Parent will pay to each Shareholder from whom Parent or Purchaser purchased Purchase Option Shares, within two business days following the Effective Time of the Merger, by certified check or official bank check in immediately available funds or by wire transfer of immediately available funds, as such Shareholder may direct, an amount equal to the excess of (A) the price per share paid for the Shares in the Merger over (B) the Exercise Price of the Shares, purchased by Parent or Purchaser from such Shareholder upon exercise of the Purchase Option.

        Subject to the terms of the Tender and Option Agreement, the Purchase Option may be exercised by Parent or Purchaser, in whole or in part, at any time or from time to time after the occurrence of any Trigger Event (as defined below). The Company will notify Parent promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by the Company or the Shareholder is not a condition to the right of Parent or Purchaser to exercise the Purchase Option. In the event Parent or Purchaser wishes to exercise the Purchase Option, Parent will deliver to each Shareholder a written notice (an "Exercise Notice") specifying the total number of Shares it wishes to purchase from such Shareholder. Each closing of a purchase of Shares will occur at a place, on a date and at a time designated by Parent or Purchaser in an Exercise Notice delivered at least five business days prior to the date of such closing.

        A "Trigger Event" means any one of the following: (i) the Offer has expired but, due to the failure of the Shareholder in breach of the Tender and Option Agreement to validly tender and not withdraw all of the then outstanding Shares beneficially owned by such Shareholder, Purchaser has not accepted for payment or paid for any Shares pursuant to the Offer or (ii) the Offer has expired and Parent or Purchaser has waived the Minimum Condition and accepted any Shares for purchase pursuant to the Offer.

        If requested by Parent and Purchaser in the Exercise Notice and only if necessary and sufficient to achieve the Minimum Condition (together with other similarly placed Shareholders), such Shareholder will exercise all Options (to the extent exercisable) and other rights (including conversion or exchange rights) beneficially owned by such Shareholder and will sell the Shares acquired pursuant to such exercise to Parent or Purchaser as provided in the Tender and Option Agreement.

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        Pursuant to the Tender and Option Agreement, the Company agreed that immediately upon the purchase of any Shares by Purchaser or any of its affiliates pursuant to the Purchase Option, Purchaser will be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Purchaser representation on the Company Board equal to the product of (i) the total number of directors on the Company Board (giving effect to the increase in the size of such Company Board pursuant to this paragraph) and (ii) the percentage that the number of votes represented by Shares beneficially owned by Purchaser and its affiliates (including Shares so purchased pursuant to the Purchase Option) bears to the number of votes represented by Shares then outstanding. In furtherance thereof, the Company covenants to Parent and Purchaser that it and the Company Board will, upon the request of Parent, use their best efforts promptly either to increase the size of the Company Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable such designees of Parent to be so elected or appointed to the Company Board, and, subject to applicable law, the Company will take all actions available to the Company to cause such designees of Parent to be so elected or appointed (including by calling a special meeting of its shareholders if so requested by Parent or Purchaser). At such time, the Company will, if requested by Parent, subject to applicable law, also take all action necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each subsidiary of the Company and (iii) each committee (or similar body) of each such board. Such designees of Purchaser will be assigned to the classes of directors having the latest possible expiration dates for their terms of office at the time of such election.

        The Purchase Option will terminate upon the earliest of: (i) the Effective Time; (ii) termination of the Merger Agreement; or (iii) the exercise in full of the Purchase Option and consummation of the closing with respect thereto. Upon the giving by Parent or Purchaser to a Shareholder of the Exercise Notice and the tender of the aggregate Exercise Price, Parent or Purchaser, as the case may be, subject to applicable law and the conditions of Tender and Option Agreement, will be deemed to be the holder of record of the Shares transferable upon such exercise, notwithstanding that the stock transfer books of the Company are then closed or that certificates representing such Shares have not been actually delivered to Parent.

        Subject to its terms, the Tender and Option Agreement will terminate (a) upon the earlier to occur of (i) the termination of the Purchase Option pursuant to clause (i) of the preceding paragraph, (ii) 90 days after the final closing of the purchase of Shares pursuant to the Tender and Option Agreement, except for certain sections, which will only terminate, if at all, as and when provided therein, or (iii) the termination of the Merger Agreement or (b) by the mutual consent of each Shareholder as to its rights and obligations under the Tender and Option Agreement, the Company Board and the Board of Directors of Parent.

        In order to induce Parent and Purchaser to enter into the Merger Agreement and to consummate the Transactions, Joseph Weiderman and Theodore Schwartz, executive officers of the Company, agreed under the Tender and Option Agreement to, among other things, waive all rights they may have under the Change of Control Agreements, dated January 1, 2001, between the Company and each of Mr. Weiderman and Mr. Schwartz, or any other agreement they may have with the Company, except for miscellaneous benefits granted to or conferred upon either of them by the Company after the date of the Merger Agreement and prior to the Effective Time that will not exceed $25,000 in the aggregate for each individual. Each of Mr. Weiderman and Mr. Schwartz agreed that from the date of acceptance of any Shares pursuant to the Offer or the purchase of any Shares pursuant to the Purchase Option and for five years thereafter, that they will not directly or indirectly, anywhere in the United States, engage in any business which is the same as, similar to, or in competition with the business of the Company and the Surviving Corporation or any of its subsidiaries.

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        Further, pursuant to the Tender and Option Agreement, specified shareholders ("Specified Shareholders") of the Company agreed to make an aggregate of $253,695 in incentive payments to Parent in order to induce Parent to consummate the offer. The Tender and Option Agreement provides that for tax and accounting purposes the incentive payments will be treated as a reduction in the cash payments the Specified Shareholders are to receive as payment for their Options pursuant to the Merger Agreement. The aggregate payments that the Specified Shareholders will receive as payment for their Shares and Options pursuant to the Merger Agreement will be $8,666,422, less the incentive payments of $253,695, for aggregate net proceeds of $8,412,727. If Parent or Purchaser fails to purchase any Shares validly tendered and not withdrawn in the Offer by a Specified Shareholder, in accordance with the terms of the Offer and applicable law, or if not so tendered, if Purchaser fails to consummate the Merger and the Merger Agreement shall terminate, Purchaser will be obligated to refund to any Specified Shareholder any such incentive payments that were actually made by such Specified Shareholder (except to the extent such incentive payment is paid in connection with the exercise of the Purchaser Option).

Confidentiality and Exclusivity Agreement.

The following is a summary of certain provisions of the Confidentiality and Exclusivity Agreement, dated August 4, 2003, by and between the Company and Parent. This summary is not a complete description of the terms of the Confidentiality and Exclusivity Agreement and is qualified in its entirety by reference to the full text of the Confidentiality and Exclusivity Agreement which is filed with the SEC as an exhibit to the Schedule TO and is incorporated herein by reference. The Confidentiality and Exclusivity Agreement may be examined, and copies obtained, as set forth in the last paragraph of Section 8—"Certain Information Concerning the Company."

        Pursuant to the Confidentiality and Exclusivity Agreement, the Company agreed to share certain confidential information relating to the Company and its operations with Parent; provided, however, the Company had the right to withhold from Parent and its representatives any data or information the sharing of which could have had an adverse competitive impact on the Company or its subsidiaries or could have been damaging to the Company's or any of its subsidiaries' competitive positions. Parent agreed not to disclose to third parties the confidential information provided to it by the Company and to use such information only for the purposes set forth therein. The Confidentiality and Exclusivity Agreement provided that after its execution and for a period of 45 days thereafter (the "Exclusivity Period"), the Company would not, and would cause its subsidiaries, representatives, officers, directors, agents, shareholders or affiliates (all such persons, together with the Company, the "Company Group") not to, initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any person other than Parent (a "sale proposal") to acquire all or any significant part of the business and properties, capital stock or capital stock equivalents of the Company or its subsidiaries, whether by merger, purchase of stock, purchase of assets, tender offer or otherwise, or provide any non-public information to any third party in connection with a sale proposal or enter into any agreement, arrangement, or understanding requiring it to abandon, terminate or fail to consummate any transaction with Parent. On September 19, 2003, the Company and Parent extended the Exclusivity Period to October 1, 2003, and on October 1, 2003, the Exclusivity Period was further extended to October 9, 2003.

Stock Option Agreement.

The following is a summary of certain provisions of the Stock Option Agreement, dated as of October 10, 2003, among Parent, Purchaser and the Company (the "Stock Option Agreement"). This summary is not a complete description of the terms of the Stock Option Agreement and is qualified in its entirety by reference to the full text of the Stock Option Agreement which is filed with the SEC as an exhibit to the Schedule TO and is incorporated herein by reference. The Stock Option Agreement may be examined,

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and copies obtained, as set forth in the last paragraph of Section 9—"Certain Information Concerning Parent and Purchaser."

        Pursuant to the Stock Option Agreement, the Company granted to Purchaser an irrevocable option (the "Top-Up Stock Option") to purchase that number of authorized but unissued Shares (the "Top-Up Option Shares") equal to the number of Shares that, when added to the number of Shares owned by Purchaser and Parent immediately following consummation of the Offer, will constitute 80.01% of the Fully Diluted Shares (assuming the issuance of the Top-Up Option Shares) at a purchase price per Top-Up Option Share equal to the Offer Price; provided, however, that in no event will Purchaser have the right under the Stock Option Agreement to purchase a number of Shares that exceeds 19.9% of the outstanding Shares on the date of the Stock Option Agreement.

        Purchaser may, at its election and in its sole discretion, exercise the Top-Up Stock Option pursuant to the terms of the Stock Option Agreement at any time after the occurrence of a Top-Up Exercise Event (as defined below) and prior to the Top-Up Termination Date (as defined below). A "Top-Up Exercise Event" will occur for purposes of the Stock Option Agreement upon Purchaser's payment for Shares that were purchased pursuant to the Offer constituting, together with any Shares owned directly or indirectly by Parent and Purchaser, more than 70% but less than 80.01% of the Shares then outstanding. The "Top-Up Termination Date" will occur for purposes of the Stock Option Agreement upon the earlier to occur of: (i) the Effective Time and (ii) the termination of the Merger Agreement.

        In the event Purchaser wishes to exercise the Top-Up Stock Option, Purchaser will send to the Company a written notice (a "Top-Up Exercise Notice," the date of which notice is referred to in the Stock Option Agreement as the "Top-Up Notice Date") specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which Purchaser wishes to receive, the place for the closing of the purchase and sale pursuant to the Top-Up Stock Option and a date not earlier than one business day nor later than ten business days after the Top-Up Notice Date for such closing. The Company will, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Purchaser confirming the number of Top-Up Option Shares and the aggregate purchase price therefor.

Employment Agreements with Officers of the Company.

        In connection with the execution of the Merger Agreement, Gregory Weiderman, Paul L. Spiese and Francis E. Wellock, Jr. entered into employment agreements with Purchaser. In accordance with the terms of their employment agreements, upon the Merger, Messrs. Weiderman, Spiese and Wellock, Jr. will serve as the Controller, Director of Manufacturing and Director of Operations, respectively, for the Surviving Corporation for a term of two years following the date of the Merger. Messrs. Weiderman, Spiese and Wellock, Jr. will be paid an annual salary of $89,000, $144,500 and $145,000, respectively, plus they will be eligible for target bonuses of approximately $20,000, $50,000 and $60,000, respectively, based upon specified performance targets. In their employment agreements, Messrs. Weiderman, Spiese and Wellock, Jr. agreed that from the date of the Merger Agreement, during the term of their employment agreements and for a period of two years thereafter, they will not directly or indirectly, anywhere in the United States, engage in any business which is the same as, similar to, or in competition with the business of the Company or the Surviving Corporation or any of their subsidiaries. Pursuant to their respective employment agreements with Purchaser, Messrs. Weiderman, Spiese and Wellock, Jr. agreed to waive any rights or benefits they may have under their respective change of control agreements that each of them entered into with the Company on January 1, 2001 that could result from the consummation of the Offer, the Merger or the other Transactions, and agreed that the consummation of the Offer shall not constitute a "Change in Control" of the Company under the change of control agreements.

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13.   Plans for the Company; Other Matters.

        Plans for the Company.    Based on a preliminary review of the Company's operations, it is currently expected that, initially following the Merger, the business and operations of the Company will generally continue as they are currently being conducted, and Parent will combine the Pro Master Metals business unit of its subsidiary, Amerimax Home Products, Inc., with the business of the Company. Parent will continue to evaluate all aspects of the business, operations, capitalization and management of the Company during the pendency of the Offer. If, as and to the extent that Purchaser acquires control of the Company, Parent and Purchaser will complete such evaluation and review of the Company and will determine what, if any, changes would be desirable in light of the circumstances and the strategic business portfolio which then exist. Such changes could include, among other things, restructuring the Company through changes in the Company's business, corporate structure, articles of incorporation, by-laws, capitalization or management or involve consolidating and streamlining certain operations and reorganizing other businesses and operations.

        Assuming the Minimum Condition is satisfied and Purchaser purchases Shares pursuant to the Offer, Parent intends to promptly exercise its rights under the Merger Agreement to obtain majority representation on, and control of, the Company Board. See Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements." Parent presently intends to exercise its rights by causing Company to elect to the Company Board its designees, selected from among the individuals (who are currently officers or directors of Parent) identified in Schedule I hereto and in the Schedule 14D-9 filed by the Company on the date of this Offer to Purchase. The Merger Agreement also provides that the directors of Purchaser immediately prior to the Effective Time will be the directors of the Surviving Corporation at and after the Effective Time. Purchaser or an affiliate of Purchaser may, following the consummation or termination of the Offer, seek to acquire additional Shares through open market purchases, privately negotiated transactions or otherwise, upon such terms and at such prices as it will determine, which may be more or less than the price paid in the Offer. Purchaser and its affiliates also reserve the right to dispose of any or all Shares acquired by them, subject to the terms of the Merger Agreement.

        Except as disclosed in this Offer to Purchase, and except as may be effected in connection with the integration of operations and after the consideration of strategic alternatives referred to above, neither Parent nor Purchaser has any present plans or proposals that would result in an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale or transfer of a material amount of assets, involving the Company or any of its subsidiaries, or any material changes in the Company's capitalization, corporate structure, business or composition of its management or the Company Board.

        Shareholder Approval.    Under the PBCL and the Company's Articles of Incorporation, the approval of the Company Board and the affirmative vote by the holders of a majority of the total number votes cast at a meeting of the Company's shareholders at which a quorum is present are required to adopt and approve the Merger Agreement and the Merger. The Company has represented in the Merger Agreement that the execution and delivery of the Merger Agreement by the Company and the consummation by the Company of the transactions contemplated by the Merger Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject to the approval of the Merger and the Merger Agreement by the Company's shareholders in accordance with the PBCL. In addition, the Company has represented that the affirmative vote of the holders of a majority of the votes cast by the holders of Shares with each Share entitled to one vote per share is the only vote of the holders of any class or series of the Company's capital stock which is necessary to approve the Merger Agreement and the Transactions, including the Merger. Therefore, unless the Merger is consummated pursuant to the short-form merger provisions under the PBCL described below (in which case no further corporate action by the shareholders of the Company will be required to complete the Merger), the only remaining required corporate action of the Company will be the

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approval of the Merger Agreement and the Merger by the affirmative vote of the holders of a majority of the votes cast by the holders of Shares with each Share entitled to one vote per share. The Merger Agreement provides that Parent will vote, or cause to be voted, all of the Shares then owned by Parent, Purchaser or any of Parent's other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of the Merger Agreement.

        Short-Form Merger.    Section 1924(b)(l)(ii) of the PBCL provides that, if a corporation owns at least 80% of the outstanding shares of each class of a subsidiary corporation immediately prior to the adoption of a plan of merger and at all times thereafter prior to the Effective Time, the corporation holding such shares may either merge such subsidiary into itself or merge itself into such other corporation, in either case, without any action or vote on the part of the board of directors or the shareholders of such other corporation (a "short-form merger"). In the event that Purchaser acquires in the aggregate at least 80% of the outstanding Shares pursuant to the Offer or otherwise, then, at the election of Parent, a short-form merger could be effected without any further approval of the Company Board or the shareholders of the Company, subject to compliance with the provisions of Section 1924(b)(1) of the PBCL. Even if Purchaser does not own 80% of the Shares following the consummation of the Offer, Purchaser could seek to purchase additional Shares in the open market or otherwise in order to reach the 80% threshold and employ a short-form merger. The consideration paid for any Shares so acquired in open market purchases may be greater or less than that paid in the Offer. The Merger Agreement provides that Parent and Purchaser will effect a short-form merger, if permitted to do so under the PBCL, pursuant to which Purchaser will be merged with the Company.

        Dissenters' Rights.    Shareholders do not have dissenters' rights as a result of the Offer. However, if the Merger is consummated, shareholders may have certain rights pursuant to the provisions of Subchapter 15D of the PBCL or any successor or replacement provision to dissent and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. The shareholders will only be entitled to dissenters' rights in the Merger if (i) as a result of the Offer Purchaser effects a short-form merger or (ii) prior to the Merger, the Shares are no longer listed on the Nasdaq SmallCap Market or other securities exchange and the Shares are held beneficially and of record by less than 2,000 persons. If the statutory procedures are complied with and dissenters' rights are applicable, such rights could lead to a judicial determination of the fair value required to be paid in cash to such dissenting shareholders. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Merger Consideration or the market value of the Shares, including asset values and the investment value of the Shares. The fair value so determined could be more or less than the per Share Merger Consideration.

        In circumstances in which dissenters' rights are applicable, if any shareholder who demands appraisal but fails to perfect, or effectively withdraws or loses his right to appraisal and payment, as in accordance with the procedures of Subchapter 15D of the PBCL, the Shares of such shareholder will be converted into the per Share Merger Consideration in accordance with the Merger Agreement.

        The foregoing discussion is not a complete statement of law pertaining to dissenters' rights under the PBCL and is qualified in its entirety by the full text of Subchapter 15D of the PBCL.

Failure to follow the steps required by subchapter 15D of the PBCL for perfecting dissenters' rights may result in loss of such rights. The preservation and exercise of appraisal rights require strict adherence to the applicable provisions of the PBCL.

        Going Private Transactions.    The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain "going private" transactions and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which Purchaser seeks to acquire the remaining Shares not held by it. Purchaser believes, however, that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger

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would be effected within one year following consummation of the Offer and in the Merger shareholders would receive the same price per Share as paid in the Offer. If Rule 13e-3 were applicable to the Merger, it would require, among other things, that certain financial information concerning the Company, and certain information relating to the fairness of the proposed transaction and the consideration offered to minority shareholders in such a transaction, be filed with the SEC and disclosed to minority shareholders prior to consummation of the transaction. The purchase of a substantial number of Shares pursuant to the Offer may result in the Company being able to terminate its Exchange Act registration, although Parent has no current intention to do so prior to the Effective Time. See Section 7—"Effect of the Offer on the Market for Common Shares, Share Quotation; Exchange Act Registration; Margin Regulations." if such registration were terminated, Rule 13e-3 would be inapplicable to any such future Merger or such alternative transaction.

14.   Dividends and Distributions.

        The Merger Agreement provides that between the date of the Merger Agreement and the Effective Time, the Company may not (i) declare, set aside or pay any dividend on, or make any other distribution in respect of (whether in cash, stock or property), outstanding shares of capital stock, except for dividends by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company; (ii) redeem, purchase or otherwise acquire, or offer or propose to redeem, purchase or otherwise acquire, any outstanding shares of capital stock of, or other equity interests in, or any securities that are convertible into or exchangeable for any shares of capital stock of, or other equity interests in, or any outstanding options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, the Company or any of its subsidiaries (other than (a) any such acquisition by the Company or any of its wholly owned subsidiaries directly from any wholly owned subsidiary of the Company in exchange for capital contributions or loans to such subsidiary, or (b) any acquisition, purchase, forfeiture or retirement of Shares or Options occurring pursuant to the terms (as in effect on the date of the Merger Agreement) of any existing benefit plan of the Company or any of its subsidiaries, in a manner otherwise consistent with the terms of the Merger Agreement); (iii) effect any reorganization or recapitalization; or split, combine or reclassify any of the capital stock of, or other equity interests in, the Company or any of its subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of such capital stock or such equity interests; or (iv) except as contemplated by the Rights Agreement and not in violation of the Merger Agreement, offer, sell, issue or grant, or authorize or propose the offering, sale, issuance or grant of, any shares of capital stock of, or other equity interests in, any securities convertible into or exchangeable for (or accelerate any right to convert or exchange securities for) any shares of capital stock of, or other equity interest in, or any options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, or any other voting securities of, the Company or any of its subsidiaries, or any "phantom" stock, "phantom" stock rights, SARs or stock-based performance units, other than issuances of Shares upon the exercise of the Options outstanding at the date of the Merger Agreement in accordance with the terms thereof (as in effect on the date of the Merger Agreement).

15.   Certain Conditions of the Offer.

        Notwithstanding any other provision of the Offer or the Merger Agreement, in addition to (and not in limitation of) Purchaser's rights pursuant to the Merger Agreement to extend and amend the Offer in accordance with the Merger Agreement, Purchaser will not be required to accept for payment or, subject to Rule 14e-1(c) of the Exchange Act, pay for and may delay the acceptance for payment of or, subject to Rule 14e-1(c) of the Exchange Act, the payment for, any Shares not theretofore accepted for payment or paid for, and Purchaser may terminate or amend the Offer (subject to the terms of the Merger Agreement) if in the sole judgment of Purchaser (i) the Minimum Condition shall not have been satisfied or (ii) at any time on or after the date of the Merger Agreement and prior to the time

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of acceptance of such Shares for payment or the payment therefor, any of the following conditions has occurred and continues to exist:

        (a)(x) any representations and warranties of the Company in the Merger Agreement which are qualified by materiality will not be true and correct (determined without regard to any knowledge qualifications therein) as of such time, (y) the representations and warranties of the Company in the Merger Agreement which are not qualified by materiality will not be true and correct (determined without regard to any knowledge qualifications therein) in any material respect, as of such time or (z) the representations and warranties of the Company in the Merger Agreement will not be true and correct (determined without regard to any materiality or knowledge qualifications therein), as of such time, except to the extent the failure of any representations or warranties to be true and correct in the aggregate could not reasonably be expected to have a material adverse effect on the Company, (other than to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties will not be true and correct as of such date) and which breach or breaches will not have been cured prior to the earlier of (i) 10 business days following notice of such breach and (ii) January 31, 2004; provided, however, that the Company will have no right to cure such breach in the event that such breach by the Company was willful or in the event such breach is not reasonably capable of being cured within such period of time;

        (b) the Company will not have performed and complied with, in all material respects (without reference to any materiality qualifications therein), each covenant or agreement contained in the Agreement and required to be performed or complied with by it and which breach will not have been cured prior to the earlier of (i) 10 business days following notice of such breach and (ii) January 31, 2004; provided, however, that the Company will have no right to cure such breach in the event that such breach by the Company was willful, if such breach involves a material breach of the provision described in Section 12—"Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" under "—No Solicitation" (whether or not such breach was willful) or in the event such breach is not reasonably capable of being cured within such period of time;

        (c) there will have occurred and be continuing (i) any general suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange (excluding any coordinated trading halt triggered as a result of a specified decrease in a market index), (ii) any material adverse change in the financial markets in the United States, (iii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States by any governmental entity, (iv) any mandatory limitation, by any governmental entity on, or other event that materially affects, the extension of credit by banks or other lending institutions, (v) a commencement of a war, armed hostilities or other national or international calamity directly or indirectly involving the United States which could reasonably be expected to have a material adverse effect on the Company or materially adversely affect or delay the consummation of the Offer, (vi) in the case of any of the foregoing existing on the date of the Merger Agreement, a material acceleration or worsening thereof, or (vii) a decline in the Standard & Poor's Index of 500 Industrial Companies by an amount in excess of 25%, measured from the close of business on the date of the Merger Agreement;

        (d) there will be threatened or pending any suit, action, or proceeding by any governmental entity, or there will be pending any suit, action or proceeding by any other person which has a reasonable possibility of success, (i) challenging the acquisition by Parent or Purchaser of the Shares, seeking to make illegal, materially delay, make materially more costly or otherwise directly or indirectly restrain or prohibit the making or consummation of the Offer and the Merger or the performance of any of the other transactions contemplated by the Merger Agreement or seeking to obtain from the Company, Parent or Purchaser any damages that are material in relation to the

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Company and its subsidiaries taken as whole, (ii) seeking to prohibit or materially limit the ownership or operation by the Company, Parent or any of their respective subsidiaries or affiliates of any of the businesses or assets of the Company, Parent or any of their respective subsidiaries or affiliates, or to compel the Company, Parent or any of their respective subsidiaries or affiliates to dispose of or hold separate any of the material businesses or assets of the Company, Parent or any of their respective subsidiaries or affiliates, as a result of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, (iii) seeking to impose material limitations on the ability of Parent or Purchaser to acquire or hold, or exercise full rights of ownership of, any Shares accepted for payment pursuant to the Offer including, without limitation, the right to vote the Shares accepted for payment by it on all matters properly presented to the shareholders of the Company, (iv) seeking to prohibit Parent or any of its subsidiaries or affiliates from effectively controlling in any material respect the business or operations of the Company or its subsidiaries, (v) requiring divestiture by Purchaser or any of its affiliates of any Shares or (vi) which otherwise could reasonably be expected to have a material adverse effect on the Company or Parent;

        (e) there will be any statute, rule, regulation, judgment, order or injunction (including with respect to competition or antitrust matters) enacted, entered, enforced, promulgated or issued, or any statute, rule or regulation which has been proposed by the relevant legislative or regulatory body and is reasonably likely to be enacted, with respect to or deemed applicable to, or any material consent or approval withheld or any other action will be taken with respect to (i) Parent, the Company or any of their respective subsidiaries or affiliates or (ii) the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement by any governmental entity or court, that has resulted or could reasonably be expected to result, directly or indirectly, in any of the consequences referred to in clauses (i) though (vi) of the immediately preceding paragraph;

        (f) (i) the Company Board or any other committee thereof will have (A) withdrawn, or modified, amended or changed (including by amendment of the Schedule 14D-9 filed by the Company on the date of commencement of the Offer) in a manner materially adverse to Parent or Purchaser; its approval or recommendation of the Offer, the Merger Agreement and the Merger or any of the other transactions contemplated by the Merger Agreement, (B) approved or recommended to the Company's shareholders an Acquisition Proposal or any other acquisition of Shares other than the Offer and the Merger, or (C) adopted any resolution to effect any of the foregoing, or (ii) the Company Board will have failed to publicly reaffirm their approval or recommendation of the Offer, the Merger, the Merger Agreement or the Transactions within two business days following Parent's or Purchaser's written request to do so;

        (g) the Merger Agreement will have been terminated in accordance with its terms;

        (h) any person or group (which includes a "person" or "group" as such terms are defined in Section 13(d)(3) of the Exchange Act) other than Parent, Purchaser, any of their affiliates, or any group of which any of them is a member, will have acquired beneficial ownership of more than 20% of the outstanding Shares or will have consummated or entered into a definitive agreement or an agreement in principle with the Company or any of its subsidiaries to consummate an Acquisition Proposal or if any person or group which, prior to the date of the Merger Agreement, had a Schedule 13D or 13G on file with the SEC will have acquired beneficial ownership of additional shares of any class or series of capital stock of the Company, through the acquisition of stock, the formation of a group or otherwise, which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series, or will have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company (including the Shares) which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series (it being understood that the execution of the Tender and Option Agreement

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by the Company shareholders that are parties thereto will not, in itself, be deemed to constitute such an acquisition of beneficial ownership triggering this provision);

        (i) the Company or any shareholder will have breached in any material respect any of its or their obligations under the Tender and Option Agreement;

        (j) (i) all consents and approvals of and notices to or filings with governmental entities and third parties required in connection with the Offer, the Merger and any of the other transactions contemplated by the Merger Agreement will not have been obtained or made other than those the absence of which, individually or in the aggregate, would not have a material adverse effect or prevent or materially delay consummation of any of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, or (ii) all consents and approvals of third parties required in connection with the Offer, the Merger and any of the other transactions contemplated by the Merger Agreement and listed on Section 3.7 of the disclosure schedule to the Merger Agreement and marked with an asterisk (*) thereon will not have been obtained or made;

        which, in the sole judgment of Purchaser, in any such case, and regardless of the circumstances giving rise to any such condition (including any action or inaction by Parent or any of its affiliates not in violation of the Merger Agreement), makes it inadvisable to proceed with the Offer or with such acceptance for payment, purchase of, or payment for Shares.

        A "material adverse effect" under the Merger Agreement means (i) any adverse change or effect in the condition (financial or otherwise), assets (including intangible assets), liabilities, business, properties, or results of operations of a specified person or its subsidiaries, which change or effect is material, individually or in the aggregate with any other changes or effects, to the specified person and its subsidiaries taken as a whole, or (ii) any event, matter, condition or effect which materially impairs the ability of a specified person to perform on a timely basis its obligations under the Merger Agreement, the Tender and Option Agreement, or the consummation of the Transactions; provided that in no event will any of the following, alone or in combination, be deemed to constitute, nor will any of the following be taken into account in determining whether there has been or will be, a material adverse effect on the Company: (a) any change in the Company's stock price or trading volume, in and of itself (but not any change or effect underlying such decrease to the extent such change or effect would otherwise constitute a material adverse effect on the Company); or (b) any change, event, circumstance or effect that results from changes affecting the United States economy or the Company's industry generally, which change, event, circumstance or effect does not disproportionately affect the Company in any material respect.

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16.   Certain Legal Matters and Regulatory Approvals.

        General.    Except as described in this Section 16, based on a review of publicly available filings made by the Company with the SEC and other publicly available information concerning the Company, neither Parent nor Purchaser is aware of any license or regulatory permit that is material to the business of the Company and its subsidiaries, taken as a whole, and is likely to be adversely affected by the acquisition of Shares by Parent or Purchaser pursuant to the Offer, the Merger or otherwise, or of any approval or other action by any governmental, administrative or regulatory agency or authority, domestic or foreign, that would be required prior to the acquisition of Shares by Purchaser pursuant to the Offer, the Merger or otherwise, except for those approvals and actions which Parent and Purchaser presently expect to obtain. To the extent that any such approval or other action is required, Purchaser and Parent presently contemplate that such approval or other action will be sought, except as described below. While, except as otherwise described in this Offer to Purchase, Purchaser does not presently intend to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, will be obtained or will be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to the Company's business or that certain parts of the Company's business might not have to be disposed of, or other substantial conditions complied with, in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, Purchaser could decline to accept for payment, or pay for, any Shares tendered. See Section 15—"Certain Conditions of the Offer" for certain conditions to the Offer, including conditions with respect to governmental actions.

        The Company is incorporated under the laws of Pennsylvania. The Pennsylvania Takeover Disclosure Law ("PTDL") purports to regulate certain attempts to acquire a corporation which (1) is organized under the laws of Pennsylvania or (2) has its principal place of business and substantial assets located in Pennsylvania. In Crane Co. v. Lam, the United States District Court for the Eastern District of Pennsylvania preliminarily enjoined, on grounds arising under the United States Constitution, enforcement of at least the portion of the PTDL involving the pre-offer waiting period thereunder. Section 8(a) of the PTDL provides an exemption for any offer to purchase securities as to which the board of directors of the target company recommends acceptance to its shareholders, if at the time such recommendation is first communicated to shareholders the offeror files with the Pennsylvania Securities Commission ("PSC") a copy of the Schedule TO and certain other information and materials, including an undertaking to notify shareholders of the target company that a notice has been filed with the PSC which contains substantial additional information about the offering and which is available for inspection at the PSC's principal office during business hours. The Company Board has unanimously approved the transactions contemplated by the Merger Agreement and recommended acceptance of the Offer and the Merger to the Company's shareholders. While reserving and not waiving its right to challenge the validity of the PTDL or its applicability to the Offer, Purchaser is making a Section 8(a) filing with the PSC in order to qualify for the exemption from the PTDL. Pursuant to Section 10 of the PTDL, Purchaser will submit the appropriate $100 notice filing fee along with the Section 8(a) filing. Additional information about the Offer has been filed with the PSC pursuant to the PTDL and should be available for inspection at the PSC's office at Eastgate Office Building, 2nd Floor, 1010 North 7th Street, Harrisburg, PA 17102-1410 during business hours.

        Chapter 25 of the PBCL contains other provisions relating generally to takeovers and acquisitions of certain publicly owned Pennsylvania corporations such as the Company that have a class or series of shares entitled to vote generally in the election of directors of a corporation registered under the Exchange Act (a "registered corporation"). The following discussion is a general and highly abbreviated summary of certain features of such chapter, is not intended to be complete or to completely address

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potentially applicable exceptions or exemptions, and is qualified in its entirety by reference to Chapter 25 of the PBCL.

        In addition to other provisions not applicable to the Offer or the Merger, Subchapter 25D of the PBCL includes provisions requiring approval of a merger of a registered corporation with an "interested shareholder" in which the "interested shareholder" is treated differently from other shareholders, by the affirmative vote of the shareholders entitled to cast at least a majority of the votes that all shareholders other than the interested shareholder are entitled to cast with respect to the transaction without counting the votes of the interested shareholder. This disinterested shareholder approval requirement is not applicable to a transaction (i) approved by a majority of disinterested directors, (ii) in which the consideration to be received by shareholders is not less than the highest amount paid by the interested shareholder in acquiring his shares, or (iii) effected without submitting the merger to a vote of shareholders as permitted in Section 1924(b)(1)(ii) of the PBCL. Purchaser currently believes that the disinterested shareholder approval requirement of Subchapter 25D will not be applicable to the contemplated Merger because of prior approval of the Merger by disinterested members of the Company Board.

        Subchapter 25E of the PBCL provides that, in the event that Purchaser (or a group of related persons, or any other person or group of related persons) were to acquire Shares representing at least 20% of the voting power of the Company, in connection with the Offer or otherwise (a "Control Transaction"), shareholders of the Company would have the right to demand "fair value" of such shareholders' Shares and to be paid such fair value upon compliance with the requirements of Subchapter 25E. Under Subchapter 25E, "fair value" may not be less than the highest price per share paid by the controlling person or group at any time during the 90-day period ending on and including the date of the Control Transaction, plus an increment, if any, representing any value, including, without limitation, any proportion of value payable for acquisition of control of the Company, that may not be reflected in such price. The Company has opted out of Subchapter 25E in its Bylaws and has represented to Parent and Purchaser that Subchapter 25E is not applicable to the transactions contemplated by the Merger Agreement.

        Subchapter 25F of the PBCL prohibits under certain circumstances certain "business combinations," including mergers and sales or pledges of significant assets, of a registered corporation with an "interested shareholder" for a period of five years. Subchapter 25F exempts, among other things, business combinations approved by the board of directors prior to a shareholder becoming an interested shareholder and transactions with interested shareholders who beneficially owned shares with at least 15% of the total voting power of a corporation on March 23, 1988 and remain so to the share acquisition date. The Company has represented to Parent and Purchaser that Subchapter 25F is not applicable to the contemplated Merger.

        Subchapter 25G of the PBCL, relating to "control-share acquisitions," prevents under certain circumstances the owner of a control-share block of shares of a registered corporation from voting such shares unless a majority of both the "disinterested" shares and all voting shares approve such voting rights. Failure to obtain such approval may result in a forced sale by the control-share owner of the control-share block to the corporation at a possible loss. The Company has opted out of Subchapter 25G in its Bylaws and has represented to Parent and Purchaser that Subchapter 25G is not applicable to the transactions contemplated by the Merger Agreement.

        Subchapter 25H of the PBCL, relating to disgorgement by certain controlling shareholders of a registered corporation following attempts to acquire control, provides that under certain circumstances any profit realized by a controlling person from the disposition of shares of the corporation to any person (including to the corporation under Subchapter 25G or otherwise) will be recoverable by the corporation. The Company has opted out of Subchapter 25H in its Bylaws and has represented to

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Parent and Purchaser that Subchapter 25H is not applicable to the transactions contemplated by the Merger Agreement.

        Subchapter 25I of the PBCL entitles "eligible employees" of a registered corporation to a lump sum payment of severance compensation under certain circumstances if the employee is terminated, other than for willful misconduct, within 90 days before voting rights lost as a result of a control-share acquisition are restored by a vote of disinterested shareholders. Subchapter 25J of the PBCL provides protection against termination or impairment under certain circumstances of "covered labor contracts" of a registered corporation as a result of a "business combination transaction" if the business operation to which the covered labor contract relates was owned by the registered corporation at the time voting rights are restored by shareholder vote after a control-share acquisition. The Company has represented to Parent and Purchaser that Subchapters 25I and 25J are not applicable to the transactions contemplated by the Merger Agreement.

        Section 2504 of the PBCL provides that the applicability of Chapter 25 of the PBCL to a registered corporation having a class or series of shares entitled to vote generally in the election of directors registered under the Exchange Act or otherwise satisfying the definition of a registered corporation under Section 2502(1) of the PBCL will terminate immediately upon the termination of the status of the corporation as a registered corporation. The purchase of a substantial number of Shares pursuant to the Offer may result in the Company being able to terminate its Exchange Act registration, although Parent has no current intention to do so prior to the Effective Time.

        A number of states have adopted laws and regulations that purport to apply to attempts to acquire corporations that are incorporated in such states, or whose business operations have substantial economic effects in such states, or which have substantial assets, shareholders, employees, principal executive offices or principal places of business in such states. In Edgar v. MITE Corp., the Supreme Court of the United States (the "Supreme Court") invalidated on constitutional grounds the Illinois Business Takeover statute, which, as a matter of state securities law, made certain corporate acquisitions more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana may, as a matter of corporate law and, in particular, with respect to those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without the prior approval of the remaining shareholders. The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of shareholders in the state and were incorporated there.

        Purchaser does not believe that the antitakeover laws and regulations of any state other than the Commonwealth of Pennsylvania will by their terms apply to the Offer, and, except as set forth above with respect to the PBCL and the PTDL, Purchaser has not attempted to comply with any state antitakeover statute or regulation. Purchaser reserves the right to challenge the applicability or validity of any state law purportedly applicable to the Offer and nothing in this Offer to Purchase or any action taken in connection with the Offer is intended as a waiver of such right. If it is asserted that any state antitakeover statute is applicable to the Offer and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer, Purchaser might be required to file certain information with, or to receive approvals from, the relevant state authorities, and Purchaser might be unable to accept for payment or pay for Shares tendered pursuant to the Offer or may be delayed in consummating the Offer. In such case, Purchaser may not be obligated to accept for payment, or pay for, any Shares tendered pursuant to the Offer. See Section 15—"Certain Conditions of the Offer."

        The Company, directly or through its subsidiaries, conducts business in a number of states throughout the United States, some of which may have enacted antitakeover laws. If any state takeover statute or similar statute, rule or regulation (Pennsylvania or otherwise) becomes applicable to the Offer, the Merger, the Merger Agreement, the Tender and Option Agreement or any other Transaction, the Company and its Board of Directors will use commercially reasonable best efforts to

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ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and the Tender and Option Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions.

        Antitrust.    Parent does not believe that any pre-merger antitrust filings are required with respect to the Offer or the Merger under Antitrust Laws (defined below), including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), which provides that certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the United States Department of Justice (the "Antitrust Division") and the United States Federal Trade Commission (the "FTC") and certain waiting period requirements have been satisfied. Even though there is no explicit filing or notice requirements pursuant to Antitrust Laws required in connection with the Offer, the Merger and the Merger Agreement, there can be no assurances that the Antitrust Division or the FTC will not commence an independent investigation or action to review, postpone or prevent the Offer or the Merger.

        The FTC and the Antitrust Division frequently scrutinize the legality under the Antitrust Laws of transactions such as Purchaser's acquisition of Shares pursuant to the Offer and the Merger. At any time before or after Purchaser's acquisition of Shares, the Antitrust Division or the FTC could take such action under the Antitrust Laws as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares pursuant to the Offer or otherwise seeking divestiture of Shares acquired by Purchaser or divestiture of substantial assets of Parent or its subsidiaries. Private parties, as well as state governments, may also bring legal action under the Antitrust Laws under certain circumstances. Based upon an examination of publicly available information provided by the Company relating to the businesses in which the Company and its subsidiaries are engaged, Parent believes that the acquisition of Shares by Purchaser will not violate the Antitrust Laws. Nevertheless, there can be no assurance that a challenge to the Offer or other acquisition of Shares by Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. Purchaser will not accept for payment Shares tendered pursuant to the Offer if a government or governmental authority threatens or institutes an action or proceeding which challenges or seeks to make illegal, delay, restrain or prohibit Purchaser from making the Offer for or purchasing the Shares. See Section 15 for certain conditions of the Offer, including conditions with respect to litigation and certain government actions.

        As used in this Offer to Purchase, "Antitrust Laws" will mean and include the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

17.   Fees and Expenses.

        Purchaser and Parent have retained D.F. King & Co., Inc. to serve as the Information Agent and JPMorgan Chase Bank to serve as the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by personal interview, mail, telephone, facsimile, telex, telegraph and other methods of electronic communication and may request brokers, dealers, banks, trust companies and other nominees to forward the Offer materials to beneficial holders. The Information Agent and the Depositary will each receive reasonable and customary compensation for their services, be reimbursed for certain reasonable out-of-pocket expenses and be indemnified against certain liabilities and expenses in connection with their services, including certain liabilities under the Federal securities laws.

        Except as set forth above, neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or other person or entity in connection with the solicitation of tenders of Shares

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pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding the Offer materials to their customers.

18.   Miscellaneous.

        The Offer is being made solely by this Offer to Purchase and the related Letter of Transmittal and is being made to all holders of Shares. Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser will make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Shares in such state. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdictions.

No person has been authorized to give any information or to make any representation on behalf of Parent or Purchaser not contained herein or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

        Purchaser and Parent have filed with the SEC the Schedule TO pursuant to Section 14(d)(l) of the Exchange Act and Rule 14d-3 promulgated thereunder, together with exhibits, furnishing certain additional information with respect to the Offer. In addition, the Company has filed with the SEC the Schedule 14D-9 pursuant to Rule 14d-9 under the Exchange Act and the Information Statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, setting forth its recommendation with respect to the Offer and the reasons for its recommendation and furnishing certain additional related information. Such Schedules and any amendments thereto, including exhibits, should be available for inspection and copies should be obtainable in the same manner set forth in Section 8—"Certain Information Concerning the Company" of this Offer to Purchase. Neither the delivery of this Offer to Purchase nor any purchase pursuant to the Offer will under any circumstances create any implication that there has been no change in the affairs of Parent, Purchaser, the Company or any of their respective subsidiaries since the date any information is furnished or the date of this Offer to Purchase.

AMERIMAX PENNSYLVANIA, INC.

October 20, 2003

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SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF
AMERIMAX PENNSYLVANIA, INC.,
AMERIMAX FABRICATED PRODUCTS, INC. AND EURAMAX
INTERNATIONAL, INC.

        1. Directors and Executive Officers of Amerimax Pennsylvania, Inc.    The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Amerimax Pennsylvania, Inc. Each such person is a citizen of the United States of America, unless otherwise noted, and the business address of each such person is 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092. The telephone number at this address is (770) 449-7066.

Name and Address	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
J. David Smith	Director, President and Chief Executive Officer of Amerimax Pennsylvania, Inc. since October 2003. Chief Executive Officer and a Director of Amerimax Pennsylvania, Inc.'s ultimate parent company, Euramax International, Inc., since September 1996. In March 2002, Mr. Smith was named Chairman of Euramax International, Inc.'s Board of Directors.
Mitchell B. Lewis	Executive Vice President of Amerimax Pennsylvania, Inc. since October 2003. Executive Vice President of Amerimax Pennsylvania, Inc.'s ultimate parent company, Euramax International, Inc., since October 1998. Corporate Development Director of Euramax International, Inc. from June 1998 to October 1998. Group Vice President of Euramax International, Inc.'s subsidiaries, Amerimax Building Products, Inc. and Fabral, Inc. since 1997.
R. Scott Vansant	Director, Vice President, Chief Financial Officer, Treasurer, and Secretary of Amerimax Pennsylvania, Inc. since October 2003. Chief Financial Officer of Amerimax Pennsylvania, Inc.'s ultimate parent company, Euramax International, Inc., since July 1998 and Vice President and Secretary since September 1996.

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        2. Directors and Executive Officers of Amerimax Fabricated Products, Inc., the Sole Shareholder of Amerimax Pennsylvania, Inc.    The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Amerimax Fabricated Products, Inc. Each such person is a citizen of the United States of America, unless otherwise noted, and the business address and telephone number of each such person is 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092. The telephone number at this address is (770) 449-7066.

Name and Address	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
J. David Smith	Director, President and Chief Executive Officer of Amerimax Fabricated Products, Inc. Chief Executive Officer and a Director of Euramax International, Inc. since September 1996. In March 2002, Mr. Smith was named Chairman of Euramax International, Inc.'s Board of Directors.
Mitchell B. Lewis	Executive Vice President of Amerimax Fabricated Products, Inc. Executive Vice President of Euramax International, Inc. since October 1998. Corporate Development Director of Euramax International, Inc. from June 1998 to October 1998. Group Vice President of Euramax International, Inc.'s subsidiaries, Amerimax Building Products, Inc. and Fabral, Inc. since 1997.
R. Scott Vansant	Director, Vice President, Chief Financial Officer, Treasurer, and Secretary of Amerimax Fabricated Products, Inc. Chief Financial Officer of Euramax International, Inc. since July 1998 and Vice President and Secretary since September 1996.
Joseph M. Silvestri	Director of Amerimax Fabricated Products, Inc. Director of Euramax International, Inc. since 1996. Mr. Silvestri is a partner of Citigroup Venture Capital, where he has been employed since 1990. Mr. Silvestri is a director of Delco Remy International, MacDermid, Triumph Group and Worldspan, L.P. Mr. Silvestri's business address is 399 Park Avenue, 14th Floor, New York, NY 10022. The telephone number at that address is (212) 559-1127.
Richard E. Mayberry, Jr.	Director of Amerimax Fabricated Products, Inc. Director of Euramax International, Inc. since January 2002. Mr. Mayberry has been employed by Citigroup Venture Capital since 1984 and has been a managing director of Citicorp Capital Investors, Ltd. since 1994. Mr. Mayberry is a director of a number of private companies. Mr. Mayberry, Jr.'s business address is 399 Park Avenue, 14th Floor, New York, NY 10022. The telephone number at that address is (212) 559-1127.

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Thomas F. McWilliams
Director of Amerimax Fabricated Products, Inc. Director of Euramax International, Inc. since June 2003. Since 1983, Mr. McWilliams has been affiliated with Citigroup Venture Capital and has served as vice president and a managing partner of Citigroup Venture Capital as well as a member of its investment committee. Mr. McWilliams also serves as a director of each of MMI Products, Inc., Royster-Clark, Inc., Ergo Science Corporation, Strategic Industries, Inc., and Polar Corporation. Mr. McWilliams' business address is 399 Park Avenue, 14th Floor, New York, NY 10022. The telephone number at that address is (212) 559-1127.

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        3. Directors and Executive Officers of Euramax International, Inc.    The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Euramax International, Inc. Each such person is a citizen of the United States of America, unless otherwise noted, and the business address and telephone number of each such person is 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092. The telephone number at this address is (770) 449-7066.

Name and Address	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
J. David Smith	Chief Executive Officer and a Director of Euramax International, Inc. since September 1996. In March 2002, Mr. Smith was named Chairman of Euramax International, Inc.'s Board of Directors.
Mitchell B. Lewis	Executive Vice President of Euramax International, Inc. since October 1998. Corporate Development Director of Euramax International, Inc. from June 1998 to October 1998. Group Vice President of Euramax International, Inc.'s subsidiaries, Amerimax Building Products, Inc. and Fabral, Inc., since 1997.
R. Scott Vansant	Chief Financial Officer of Euramax International, Inc. since July 1998 and Vice President and Secretary since September 1996.
Stuart M. Wallis	Director of Euramax International, Inc. and Non-Executive Chairman of Euramax International, Inc.'s Board of Directors since February 1997. Mr. Wallis stepped down as Non-Executive Chairman in March 2002. Mr. Wallis served as Chief Executive for Fisons plc from 1994 to 1995 and is currently Chairman of Communisis plc and Protherics plc, in addition to a number of private companies. Mr. Wallis is a citizen of England.
Joseph M. Silvestri	Director of Euramax International, Inc. since 1996. Mr. Silvestri is a partner of Citigroup Venture Capital, where he has been employed since 1990. Mr. Silvestri is a director of Delco Remy International, MacDermid, Triumph Group and Worldspan, L.P. Mr. Silvestri's business address is 399 Park Avenue, 14th Floor, New York, NY 10022. The telephone number at that address is (212) 559-1127.
Richard E. Mayberry, Jr.	Director of Euramax International, Inc. since January 2002. Mr. Mayberry has been employed by Citigroup Venture Capital since 1984 and has been a managing director of Citicorp Capital Investors, Ltd. since 1994. Mr. Mayberry is a director of a number of private companies.
Paul E. Drack	Director of Euramax International, Inc. since December 1996. Mr. Drack serves as a director of Miller Industries, Inc.

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Thomas F. McWilliams
Director of Euramax International, Inc. since June 2003. Since 1983, Mr. McWilliams has been affiliated with Citigroup Venture Capital and has served as vice president and a managing partner of Citigroup Venture Capital as well as a member of its investment committee. Mr. McWilliams also serves as a director of each of MMI Products, Inc., Royster-Clark, Inc., Ergo Science Corporation, Strategic Industries, Inc., and Polar Corporation. Mr. McWilliams' business address is 399 Park Avenue, 14th Floor, New York, NY 10022. The telephone number at that address is (212) 559-1127.

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        Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each shareholder of the Company or his broker, dealer, commercial bank, trust company or other nominee to the Depositary, at the applicable address set forth below:

The Depositary for the Offer is:
JPMorgan Chase Bank

By Registered or Certified Mail,
or Overnight Courier:
JPMorgan Chase Bank
Attn: Payment Unit
2001 Bryan Street
9^th Floor
Dallas, TX 75221-2320

Telephone Assistance:
800-275-2048

Facsimile Transmission:
(For Eligible Institutions Only)
(214) 468-6494

        Any questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and the other tender offer materials may be directed to the Information Agent at the address and telephone number set forth below. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:
D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor
New York, NY 10005

Banks and Brokerage Firms Please Call: (212) 269-5550
All Others Call Toll Free: (800) 431-9643

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TABLE OF CONTENTS
SUMMARY TERM SHEET
INTRODUCTION
THE OFFER
BERGER HOLDINGS, LTD. SUMMARY OF SELECTED FINANCIAL DATA (In thousands, except per share amounts)
Summary Selected Projected Income Statement Data
SCHEDULE I INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF AMERIMAX PENNSYLVANIA, INC., AMERIMAX FABRICATED PRODUCTS, INC. AND EURAMAX INTERNATIONAL, INC.

EX-99.A1B

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Exhibit (a)(1)(B)

Letter of Transmittal
To Tender
Common Shares
of
BERGER HOLDINGS, LTD.
Pursuant to the Offer to Purchase
Dated October 20, 2003
by
AMERIMAX PENNSYLVANIA, INC.
an indirect wholly owned subsidiary of
EURAMAX INTERNATIONAL, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, NOVEMBER 17, 2003, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:
JPMorgan Chase Bank

By Registered or Certified Mail, or Overnight Courier:
JPMorgan Chase Bank
Attn: Payment Unit
2001 Bryan Street
9^th Floor
Dallas, TX 75221-2320

Telephone Assistance:
800-275-2048
Facsimile Transmission:
(For Eligible Institutions Only)
(214) 468-6494

Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of instructions via facsimile to a number other than as set forth above, will not constitute a valid delivery to the Depositary.

You must sign this Letter of Transmittal in the appropriate space therefor provided below with signature guarantee, if required, and complete the Substitute Form W-9 set forth below.

THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED
	Shares Tendered (Attach additional signed list if necessary)
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))	Certificate Number(s)(1)	Number of Shares Represented by Certificate(s)(1)	Number of Shares Tendered(2)
	Total
(1)  NEED NOT BE COMPLETED BY SHAREHOLDERS WHO DELIVER SHARES BY BOOK-ENTRY TRANSFER.
(2)  UNLESS OTHERWISE INDICATED, ALL SHARES REPRESENTED BY SHARE CERTIFICATES DELIVERED TO THE DEPOSITARY WILL BE DEEMED TO HAVE BEEN TENDERED. SEE INSTRUCTION 4.

        This Letter of Transmittal is to be used by shareholders of Berger Holdings, Ltd. if certificates for Shares (as defined below) are to be forwarded herewith or, unless an Agent's Message (as defined in Instruction 2 below) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in and pursuant to the procedures set forth in Section 3 of the Offer to Purchase). Shareholders who deliver Shares by book-entry transfer are referred to herein as "Book-Entry Shareholders" and other shareholders who deliver Shares are referred to herein as "Certificate Shareholders."

        Shareholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates for, or a Book-Entry Confirmation (as defined in Section 3 of the Offer to Purchase) with respect to, their Shares and all other documents required hereby to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution

Account Number

Transaction Code Number

o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s)

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution that Guaranteed Delivery

If delivered by Book-Entry Transfer, check box: o

Account Number

Transaction Code Number

2

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE INSTRUCTIONS SET FORTH IN
THIS LETTER OF TRANSMITTAL CAREFULLY

Ladies and Gentlemen:

        The undersigned hereby tenders to Amerimax Pennsylvania, Inc., a Pennsylvania corporation ("Purchaser"), an indirect wholly owned subsidiary of Euramax International, Inc. ("Parent"), a Delaware corporation, (1) the above-described shares of common stock, par value $.01 per share (the "Shares"), of Berger Holdings, Ltd., a Pennsylvania corporation (the "Company"), and (2) the associated rights to purchase shares of junior participating preferred stock of the Company (the "Rights") issued pursuant to the Rights Agreement (the "Rights Agreement"), dated as of August 21, 1998, as amended, by and between the Company and Oxford Transfer & Registrar, as Rights Agent, pursuant to Purchaser's offer to purchase all outstanding Shares and Rights at a price of $3.90 per Share net to the Seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 20, 2003, and in this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the "Offer"). Unless the context otherwise requires, all references to the Shares shall be deemed to include the associated Rights, and all references to the Rights shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement.

        The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 10, 2003 (the "Merger Agreement"), by and among Parent, Purchaser and the Company.

        Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), subject to, and effective upon, acceptance for payment of, and payment for, the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser all right, title and interest in and to all the Shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after October 10, 2003 (collectively, "Distributions")) and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions), or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

        By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints J. David Smith and R. Scott Vansant, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual or special meeting of the Company's shareholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, and to otherwise act as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by Purchaser. This appointment will be effective if and when, and only to the extent that, Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the

3

acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company's shareholders.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions, and that when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price, the amount or value of such Distribution as determined by Purchaser in its sole discretion.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. This tender is irrevocable; provided that the Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided in the Offer to Purchase, may also be withdrawn at any time after December 18, 2003, subject to the withdrawal rights set forth in Section 4 of the Offer to Purchase.

        The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the terms of the Merger Agreement, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Purchaser may not be required to accept for payment any of the Shares tendered hereby.

        Unless otherwise indicated under "Special Payment Instructions," please issue the check for the purchase price of all Shares purchased and/or return any certificates for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under "Description of Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price of all Shares purchased and/or return any certificates for Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under "Description of Shares Tendered." In the event that the boxes entitled "Special Payment Instructions" and "Special Delivery Instructions" are both completed, please issue the check for the purchase price of all Shares purchased and/or return any

4

certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled "Special Payment Instructions," please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the "Special Payment Instructions" to transfer any Shares from the name of the registered holder thereof if Purchaser does not accept for payment any of the Shares so tendered.

5

o

CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.

NUMBER OF SHARES REPRESENTED BY LOST, DESTROYED OR STOLEN CERTIFICATES:

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

        To be completed ONLY if the check for the purchase price of Shares accepted for payment is to be issued in the name of someone other than the undersigned, if certificates for Shares not tendered or not accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered hereby and delivered by book-entry transfer that are not accepted for payment are to be returned by credit to an account maintained at a Book-Entry Transfer Facility other than the account indicated above.

Issue check and/or stock certificate(s) to:

Name
	(Please Print)
Address
	(Include Zip Code)
(Taxpayer Identification or Social Security Number) (See Substitute Form W-9)

o  Credit Shares delivered by book-entry transfer and not purchased to the Book-Entry Transfer Facility account.

Account number

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

        To be completed ONLY if certificates for Shares not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under "Description of Shares Tendered."

Mail check and/or stock certificates to:

Name
	(Please Print)
Address
	(Include Zip Code)
(Taxpayer Identification or Social Security Number) (See Substitute Form W-9)

6

IMPORTANT
SIGN HERE

(Complete Substitute Form W-9 below)

(Signature(s) of Owner(s))

Name(s)
Name of Firm
	(Please Print)
Capacity (full title)
	(See Instruction 5)

Address
	(Zip Code)

Area Code and Telephone Number

Taxpayer Identification or Social Security Number
	(See Substitute Form W-9)
Dated                              , 2003
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share certificate(s) or on a security position listing or by the person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5).
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW.

Authorized signature(s)
Name(s)
Name of Firm
	(Please Print)

Address
	(Zip Code)

Area Code and Telephone Number

Dated:                              , 2003

7

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

        1. Guarantee Of Signatures. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction, includes any participant in any of the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

        2. Delivery Of Letter Of Transmittal And Shares; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by shareholders of the Company either if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth herein and in Section 3 of the Offer to Purchase. For a shareholder validly to tender Shares pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees or an Agent's Message (in connection with book-entry transfer) and any other required documents, must be received by the Depositary at its address set forth herein prior to the Expiration Date and either (i) certificates for tendered Shares must be received by the Depositary at such address prior to the Expiration Date or (ii) Shares must be delivered pursuant to the procedures for book-entry transfer set forth herein and in Section 3 of the Offer to Purchase and a Book-Entry Confirmation must be received by the Depositary prior to the Expiration Date or (b) the tendering shareholder must comply with the guaranteed delivery procedures set forth herein and in Section 3 of the Offer to Purchase.

        Shareholders whose certificates for Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot comply with the book-entry transfer procedures on a timely basis may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth herein and in Section 3 of the Offer to Purchase.

        Pursuant to such guaranteed delivery procedures, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all tendered Shares), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message, and any other required documents must be received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. A "trading day" is any day on which the Nasdaq SmallCap Market is open for business.

        The term "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares, that such participant has received and agrees to be

8

bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant.

        The signatures on this Letter of Transmittal cover the Shares tendered hereby.

The method of delivery of the Shares, this Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering shareholder. The Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

        No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. All tendering shareholders, by executing this Letter of Transmittal (or a manually signed facsimile thereof), waive any right to receive any notice of acceptance of their Shares for payment.

        3. Inadequate Space. If the space provided herein under "Description of Shares Tendered" is inadequate, the number of Shares tendered and the certificate numbers with respect to such Shares should be listed on a separate signed schedule attached hereto.

        4. Partial Tenders. (Not applicable to shareholders who tender by book-entry transfer). If fewer than all the Shares evidenced by any certificate delivered to the Depositary herewith are to be tendered hereby, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificates will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date or the termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

        5. Signatures On Letter Of Transmittal; Stock Powers And Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

        If any of the Shares tendered hereby are held of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any of the tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

        If this Letter of Transmittal or any stock certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of the authority of such person so to act must be submitted. If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment or certificates for Shares not tendered or not accepted for payment are to be issued in the name of a person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares evidenced by certificates listed and transmitted hereby, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

9

        6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, Purchaser will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price of any Shares purchased is to be made to, or if certificates for Shares not tendered or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates evidencing the Shares tendered hereby.

        7. Special Payment And Delivery Instructions. If a check for the purchase price of any Shares accepted for payment is to be issued in the name of, and/or certificates for Shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal, or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Any shareholder(s) delivering Shares by book-entry transfer may request that Shares not purchased be credited to such account maintained at the Book-Entry Transfer Facility as such shareholder(s) may designate in the box entitled "Special Payment Instructions." If no such instructions are given, any such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated above as the account from which such Shares were delivered.

        8. Requests For Assistance Or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent at the address and phone numbers set forth below, or from brokers, dealers, commercial banks or trust companies.

        9. Waiver Of Conditions. Subject to the limitations set forth in the Merger Agreement, Purchaser reserves the absolute right in its sole discretion to waive, at any time or from time to time, any of the specified conditions of the Offer, in whole or in part, in the case of any Shares tendered.

        10. Backup Withholding. In order to avoid "backup withholding" of Federal income tax on reportable payments of cash pursuant to the Offer, a shareholder surrendering Shares in the Offer must provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify, under penalties of perjury, whether the shareholder is subject to federal backup withholding.

        Federal backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the Federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the shareholder upon filing an income tax return. Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding.

        See the "Important Tax Information" that follows and the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions.

        11. Lost, Destroyed Or Stolen Certificates. If any certificate(s) representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary by checking the box immediately preceding the special payment/special delivery instructions and indicating the number of Shares lost. The shareholder will then be instructed as to the steps that must be taken in order to

10

replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.

        IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING SHAREHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

IMPORTANT TAX INFORMATION

        Under Federal income tax law, a shareholder whose tendered Shares are accepted for payment is required to provide the Depositary (as payer) with such shareholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If such shareholder is an individual, the taxpayer identification number is his social security number. If the Depositary is not provided with the correct taxpayer identification number, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such shareholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding.

        Certain shareholders (including, among others, all corporations, and certain foreign individuals) are not subject to these federal backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that shareholder must submit a statement (on Internal Revenue Service Form W-8 BEN), signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the Depositary. Exempt shareholders, other than foreign individuals, should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions.

        If federal backup withholding applies, the Depositary is required to withhold 28% of any reportable payments made to the shareholder. Backup withholding is not an additional tax. Rather, the federal tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

        To prevent federal backup withholding on payments that are made to a shareholder with respect to Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary of such shareholder's correct taxpayer identification number by completing the form contained herein certifying that the taxpayer identification number provided on Substitute Form W-9 is correct (or that such shareholder is awaiting a taxpayer identification number) and that (i) such shareholder is exempt from federal backup withholding, (ii) such shareholder has not been notified by the Internal Revenue Service that such shareholder is subject to federal backup withholding as a result of a failure to report all interest and dividends, or (iii) the Internal Revenue Service has notified such shareholder that such shareholder is no longer subject to federal backup withholding.

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WHAT NUMBER TO GIVE THE DEPOSITARY

        The shareholder is required to give the Depositary the social security number or employer identification number of the record owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, such shareholder should write "Applied For" in the space provided for the TIN in Part 1 of the Substitute Form W-9 and sign and date the Substitute Form W-9, and the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 28% of all reportable payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will be refunded to such shareholder if a TIN is provided to the Depositary within 60 days. If the Depositary is not provided with a TIN within 60 days of its receipt of the Substitute Form W-9, the Depositary will remit any previously withheld amount to the Internal Revenue Service as backup withholding.

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PAYER'S NAME: JPMorgan Chase Bank, as Depositary

SUBSTITUTE Form W-9	Part I — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	TIN:                   Social Security Number or Employer Identification Number
Department of the Treasury Internal Revenue Service	Part II — For Payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein.
Payer's Request for Taxpayer Identification Number ("TIN") and Certification	Certification — Under penalties of perjury, I certify that (1) the number shown on this form is my correct TIN (or I am waiting for a number to be issued to me). (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (as defined for United States federal income tax purposes).
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	Signature:
	SIGNATURE:	Date:                       , 2003

Certification Instructions—Certification Instructions—You must cross out item (2) in Part III above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if, after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.)

NOTE:  FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a TIN has not been issued to me, and either (1) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Officer or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of all reportable payments pursuant to the Offer made to me thereafter will be withheld. If I do not provide a TIN within 60 days, any amounts so retained will be remitted to the Internal Revenue Service as backup withholding.

Signature:                                                                                    
Date:                              , 2003

13

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor
New York, NY 10005

Banks and Brokerage Firms Please Call: (212) 269-5550
All Others Call Toll Free: (800) 431-9643

14

QuickLinks

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
IMPORTANT TAX INFORMATION

EX-99.A1C

Exhibit (a)(1)(C)

Notice of Guaranteed Delivery
for
Tender of Common Shares
of
Berger Holdings, Ltd.
to
Amerimax Pennsylvania, Inc.
an indirect wholly owned subsidiary of
Euramax International, Inc.

(NOT TO BE USED FOR SIGNATURE GUARANTEES)

        This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates for Shares (as defined below) are not immediately available, (ii) if the procedure for book-entry transfer cannot be completed prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase described below), or (iii) if time will not permit all required documents to reach the Depositary prior to the Expiration Date. Such form may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:
JPMorgan Chase Bank

By Registered or Certified Mail,
or Overnight Courier:
JPMorgan Chase Bank
Attn: Payment Unit
2001 Bryan Street
9^th Floor
Dallas, TX 75221-2320

Telephone Assistance:
800-275-2048

Facsimile Transmission:
(For Eligible Institutions Only)
(214) 468-6494

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

        The undersigned hereby tenders to Amerimax Pennsylvania, Inc., a Pennsylvania corporation ("Purchaser") and an indirect wholly owned subsidiary of Euramax International, Inc. ("Parent"), a Delaware corporation, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated October 20, 2003 (the "Offer to Purchase") and the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"), receipt of which is hereby acknowledged, (1) the number of shares of common stock, par value $.01 per share (the "Shares"), of Berger Holdings, Ltd., a Pennsylvania corporation (the "Company"), and (2) the associated rights to purchase shares of junior participating preferred stock of the Company (the "Rights") issued pursuant to the Rights Agreement (the "Rights Agreement"), dated as of August 21, 1998, as amended, by and between the Company and Oxford Transfer & Registrar, as Rights Agent, set forth below, pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Unless the context otherwise requires, all references to the Shares shall be deemed to include the associated Rights, and all references to the Rights shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement.

Signature(s)	Address(es)
Name(s) of Record Holder(s)
	Zip Code
	Area Code and Tel. No.(s)
Please Print or Type
	Taxpayer Identification or Social Security Number
Number of Shares
Certificate No.(s) (If Available)
	Check box if Shares will be tendered by book-entry transfer:  o
Dated                                                     , 2003	Account Number
THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED DELIVERY GUARANTEE (Not to be used for signature guarantee)
The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, the Stock Exchange Medallion Program or an "eligible guarantor institution" as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Depositary certificates representing the Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary's accounts at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase), and any other required documents, within three trading days (as defined in the Offer to Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certifications for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.
Name of Firm	Authorized Signature
	Name
Address	Please Print or Type
	Title
Zip Code
Area Code and Tel. No.	Date                                                     , 2003
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.

2

EX-99.A1D

Exhibit (a)(1)(D)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
BERGER HOLDINGS, LTD.
at
$3.90 Net Per Share
by
AMERIMAX PENNSYLVANIA, INC.
an indirect wholly owned subsidiary of
EURAMAX INTERNATIONAL, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, NOVEMBER 17, 2003, UNLESS THE OFFER IS EXTENDED.

October 20, 2003

To Brokers, Dealers, Commercial Banks, Trust Companies And Other Nominees:

        Amerimax Pennsylvania, Inc., a Pennsylvania corporation ("Purchaser") and an indirect wholly owned subsidiary of Euramax International, Inc. ("Parent"), a Delaware corporation, has offered to purchase (1) all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Berger Holdings, Ltd., a Pennsylvania corporation (the "Company"), and (2) the associated rights to purchase shares of junior participating preferred stock of the Company (the "Rights") issued pursuant to the Rights Agreement (the "Rights Agreement"), dated as of August 21, 1998, as amended, by and between the Company and Oxford Transfer & Registrar, as Rights Agent, at a price of $3.90 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 20, 2003 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") enclosed herewith. Unless the context otherwise requires, all references to the Shares shall be deemed to include the associated Rights, and all references to the Rights shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.

        The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn immediately prior to the expiration of the Offer or otherwise acquired by Parent or any of its affiliates a number of Shares representing at least 80% of the Fully Diluted Shares (as defined in the Offer to Purchase, which definition excludes options for which exercisability has been suspended or for which, under the Tender and Option Agreement, dated as of October 10, 2003 among Parent, Purchaser, the Company and the shareholders listed therein, Parent has a valid Purchase Option (as defined therein) which has not been disputed). See Sections 1 and 15 of the Offer to Purchase.

        The Board of Directors of the Company has unanimously approved the Merger Agreement (as defined in the Offer to Purchase) and the transactions contemplated thereby, including the Offer and the Merger (as defined in the Offer to Purchase), determined that the Offer and the Merger are fair to, advisable and in the best interests of, the Company's shareholders and recommends that shareholders accept the Offer and tender their Shares pursuant to the Offer.

        For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

        1.     The Offer to Purchase dated October 20, 2003;

        2.     The Letter of Transmittal, including a Certification of Taxpayer Identification Number on Substitute Form W-9, for your use in accepting the Offer and tendering Shares and for the information of your clients (facsimile copies of the Letter of Transmittal with manual signature(s) may be used to tender Shares);

        3.     The Notice of Guaranteed Delivery to be used to accept the Offer if certificates for Shares and all other required documents are not immediately available or cannot be delivered to JPMorgan Chase Bank (the "Depositary"), or if the procedures for book-entry transfer cannot be completed, by the Expiration Date (as defined in the Offer to Purchase);

        4.     A printed form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer;

        5.     A printed Solicitation/Recommendation Statement on Schedule 14D-9 dated October 20, 2003, which has been filed by the Company with the Securities and Exchange Commission;

        6.     Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9 (shareholders who fail to complete and sign the Substitute Form W-9 may be subject to a required federal backup withholding tax and 28% of any reportable payments to such shareholder or other payee may be withheld pursuant to the Offer); and

        7.     A return envelope addressed to the Depositary.

        Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and pay for Shares which are validly tendered prior to the Expiration Date and not theretofore properly withdrawn when, as and if Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance of such Shares for payment pursuant to the Offer. Payment for Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (i) certificates for such Shares, or timely confirmation of a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company, pursuant to the procedures described in Section 3 of the Offer to Purchase, (ii) a properly completed and duly executed Letter of Transmittal (or a properly completed and manually signed facsimile thereof) or an Agent's Message (as defined in the Offer to Purchase) in connection with a book-entry transfer and (iii) all other documents required by the Letter of Transmittal.

        Neither Purchaser nor any officer, director, shareholder, agent or other representative of Purchaser will pay any fees or commissions to any broker or dealer or other person (other than the Depositary and the Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling costs incurred by them in forwarding the enclosed materials to their customers.

        Purchaser will pay or cause to be paid all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

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WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, NOVEMBER 17, 2003 UNLESS THE OFFER IS EXTENDED.

        In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer of Shares, and any other required documents, should be sent to the Depositary, and certificates representing the tendered Shares should be delivered or such Shares should be tendered by book-entry transfer, all in accordance with the Instructions set forth in the Letter of Transmittal and in the Offer to Purchase.

        If holders of Shares wish to tender, but it is impracticable for them to forward their certificates or other required documents or to complete the procedures for delivery by book-entry transfer prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedures specified in Section 3 of the Offer to Purchase.

        Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

AMERIMAX PENNSYLVANIA, INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF PARENT, PURCHASER, THE COMPANY, THE INFORMATION AGENT, THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.A1E

Exhibit (a)(1)(E)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
BERGER HOLDINGS, LTD.
at
$3.90 Net Per Share
by
AMERIMAX PENNSYLVANIA, INC.
an indirect wholly owned subsidiary of
EURAMAX INTERNATIONAL, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, NOVEMBER 17, 2003, UNLESS THE OFFER IS EXTENDED.

October 20, 2003

To Our Clients:

        Enclosed for your consideration are the Offer to Purchase dated October 20, 2003 (the "Offer to Purchase") and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") in connection with the offer by Amerimax Pennsylvania, Inc., a Pennsylvania corporation ("Purchaser") and an indirect wholly owned subsidiary of Euramax International, Inc. ("Parent"), a Delaware corporation, to purchase (1) all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Berger Holdings, Ltd., a Pennsylvania corporation (the "Company"), and (2) the associated rights to purchase shares of junior participating preferred stock of the Company (the "Rights") issued pursuant to the Rights Agreement (the "Rights Agreement"), dated as of August 21, 1998, as amended, by and between the Company and Oxford Transfer & Registrar, as Rights Agent, at a price of $3.90 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal enclosed herewith. Unless the context otherwise requires, all references to the Shares shall be deemed to include the associated Rights, and all references to the Rights shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement.

We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

        We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase. Your attention is invited to the following:

        1.     The tender price for Shares is $3.90 per Share, net to you in cash without interest.

        2.     The Offer is being made for all outstanding Shares.

        3.     The Board of Directors of the Company has unanimously approved the Merger Agreement (as defined in the Offer to Purchase) and the transactions contemplated thereby, including the Offer and the Merger (each as defined in the Offer to Purchase), and has unanimously determined that the Offer and the Merger are fair to, advisable and in the best interests of, the Company's shareholders and unanimously recommends that the shareholders accept the Offer and tender their Shares pursuant to the Offer.

        4.     The Offer and withdrawal rights expire at 12:00 Midnight, New York City time, on Monday, November 17, 2003, unless the Offer is extended.

        5.     The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn immediately prior to the expiration of the Offer or otherwise acquired by Parent or any of its affiliates a number of Shares representing at least 80% of the Fully Diluted Shares (as defined in the Offer to Purchase, which definition excludes options for which exercisability has been suspended or for which, under the Tender and Option Agreement, dated as of October 10, 2003 among Parent, Purchaser, the Company and the shareholders listed therein, Parent has a valid Purchase Option (as defined therein) which has not been disputed). See Sections 1 and 15 of the Offer to Purchase.

        6.     Shareholders who fail to complete and sign the Substitute Form W-9 may be subject to a required federal backup withholding tax and 28% of any reportable payments to such shareholder or other payee may be withheld pursuant to the Offer.

        7.     Any stock transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

        The Offer is being made solely by the Offer to Purchase and the related Letter of Transmittal and is being made to all holders of Shares. Purchaser is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser shall make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Shares in such state. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdictions.

        If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth on the reverse side of this letter. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the reverse side of this letter.

Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the expiration of the Offer.

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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF BERGER HOLDINGS, LTD.

        The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated October 20, 2003 and the related Letter of Transmittal in connection with the Offer by Amerimax Pennsylvania, Inc., a Pennsylvania corporation and an indirect wholly owned subsidiary of Euramax International, Inc. ("Parent"), a Delaware corporation, to purchase (1) all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Berger Holdings, Ltd., a Pennsylvania corporation (the "Company"), and (2) the associated rights to purchase shares of junior participating preferred stock of the Company (the "Rights") issued pursuant to the Rights Agreement (the "Rights Agreement"), dated as of August 21, 1998, as amended, by and between the Company and Oxford Transfer & Registrar, as Rights Agent. Unless the context otherwise requires, all references to the Shares shall be deemed to include the associated Rights, and all references to the Rights shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement.

This will instruct you to tender the number of Shares indicated below (or if no number is indicated below, all Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

Number of Shares tendered: *

Certificate Nos. (if available):

Check the box if Shares will be tendered by book-entry transfer:  o

Account No:

Dated: , 2003

SIGN HERE

Signature(s):

Please type or print address(es):

Area Code and Telephone Number:

Taxpayer Identification or Social Security Number(s):

*

Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

PLEASE RETURN THIS FORM TO THE
BROKERAGE FIRM MAINTAINING YOUR ACCOUNT

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EX-99.A1F

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Exhibit (a)(1)(F)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the proper identification number to give:

For this type of account:	Give the name and SOCIAL SECURITY number of—
1.  Individual account	The individual
2.  Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.  Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4. a.  The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
b.  The so-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.  Sole proprietorship	The owner(3)
For this type of account:	Give the name and EMPLOYER IDENTIFICATION number of—
6.  A valid trust estate, or pension trust	Legal entity (do not furnish the identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
7.  Corporation	The corporation
8.  Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
9.  Partnership	The partnership
10.  A broker or registered nominee	The broker or nominee
11.  Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person's number must be furnished.



(2)

Circle the minor's name and furnish the minor's social security number.



(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or employment identification number.



(4)

List first and circle the name of the legal trust, estate or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt from Backup Withholding

•

An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under Section 403(b)(7).

•

The United States or any agency or instrumentality thereof.

•

A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•

An international organization or any agency, or instrumentality thereof.

Payees that may be Exempt from Backup Withholding:

•

A corporation.

•

A foreign central bank of issue.

•

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

•

A futures commission merchant registered with the Commodity Futures Trading Commission.

•

A real estate investment trust.

•

An entity registered at all times during the tax year under the Investment Company Act of 1940.

•

A common trust fund operated by a bank under section 584(a).

•

A financial institution.

•

A middleman known in the investment community as a nominee or custodian.

•

A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•

Payments to nonresident aliens subject to withholding under section 1441.

•

Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident alien partner.

•

Payments made by certain foreign organizations.

•

Payments of patronage dividends not paid in money.

•

Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer.

•

Payments of tax-exempt interest (including exempt-interest dividends under section 852).

•

Payments described in section 6049(b)(5) to non-resident aliens.

•

Payments on tax-free covenant bonds under section 1451.

•

Payments made by certain foreign organizations.

•

Mortgage or student loan interest paid to you.

Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Payments that are not subject to information reporting are also not subject to backup withholding. For details, see regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N.

Privacy Act Notice.—Section 6109 requires most recipients of dividends, interest, or other payments to provide identifying number for identification purposes and to help verify the accuracy of your return. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% (under current law) of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties.

        (1)   Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

        (2)   Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

        (3)   Criminal Penalty for Falsifying Information.—Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

EX-99.A5B

Exhibit (a)(5)(B)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer is being made solely by the Offer to Purchase dated October 20, 2003 and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser will make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Shares in such state. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdictions.

Notice of Offer to Purchase for Cash
All Outstanding Common Shares
of
BERGER HOLDINGS, LTD.
at
$3.90 Net Per Share
by
AMERIMAX PENNSYLVANIA, INC.
an indirect wholly owned subsidiary of
EURAMAX INTERNATIONAL, INC.

        Amerimax Pennsylvania, Inc., a Pennsylvania corporation ("Purchaser") and an indirect wholly owned subsidiary of Euramax International, Inc. ("Parent"), a Delaware corporation, is offering to purchase (1) all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Berger Holdings, Ltd., a Pennsylvania corporation (the "Company"), and (2) the associated rights to purchase shares of junior participating preferred stock of the Company (the "Rights") issued pursuant to the Rights Agreement (the "Rights Agreement"), dated as of August 21, 1998, as amended, by and between the Company and Oxford Transfer & Registrar, as Rights Agent, at a price of $3.90 per Share, in cash net to the seller, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 20, 2003 (the "Offer to Purchase") and in the related Letter of Transmittal (which, as amended or supplemented from time to time, collectively constitute the "Offer"). Unless the context otherwise requires, all references to the Shares shall be deemed to include the associated Rights, and all references to the Rights shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, NOVEMBER 17, 2003, UNLESS THE OFFER IS EXTENDED.

The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn immediately prior to the expiration of the Offer or otherwise acquired by Parent or any of its affiliates a number of Shares representing at least 80% of the Fully Diluted Shares (as defined in the Offer to Purchase, which definition excludes options for which exercisability has been suspended or for which, under the Tender and Option Agreement, dated as of October 10, 2003 among Parent, Purchaser, the Company and the shareholders listed therein, Parent has a valid Purchase Option (as defined therein) which has not been disputed) (the "Minimum Condition"). See Sections 1 and 15 of the Offer to Purchase.

        The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 10, 2003 (the "Merger Agreement"), by and among Parent, Purchaser and the Company. Pursuant to the Merger Agreement and the Pennsylvania Business Corporation Law of 1988 (the "PBCL"), as promptly as practicable after the completion of the Offer and satisfaction or waiver, if permissible, of all conditions contained in the Merger Agreement, Purchaser will be merged with and into the Company (the "Merger") and the Company will be the surviving corporation in the Merger. At the effective time of the Merger (the "Effective Time"), each Share then outstanding, other than Shares held by (A) the Company or any of its subsidiaries, (B) Parent or Purchaser or any of their subsidiaries and (C) holders of Shares who properly perfect their dissenters' rights under the PBCL, if applicable, will be converted into the right to receive $3.90 net to Seller in cash, without interest thereon. The Merger Agreement is more fully described in Section 12 of the Offer to Purchase.

The Board of Directors of the Company unanimously (i) approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, (ii) determined that the Offer and the Merger are fair to, advisable and in the best interests of, the Company's shareholders and (iii) recommends that shareholders accept the Offer and tender their Shares pursuant to the Offer.

        Simultaneously with the execution and delivery of the Merger Agreement, Parent, Purchaser, the Company and specified shareholders (the "Specified Shareholders"), entered into a Tender and Option Agreement dated as of October 10, 2003 (the "Tender and Option Agreement"). The Tender and Option Agreement relates to the 1,121,544 Shares owned by the Specified Shareholders, as well as 1,951,500 of Shares subject to Options (as defined in the Offer to Purchase), all of which are presently exercisable. The issued and outstanding Shares subject to the Tender and Option Agreement currently represent approximately 21% of the Fully Diluted Shares. Each Specified Shareholder also granted to Parent and Purchaser an irrevocable option to purchase for cash, under certain circumstances, any or all of their Shares (including Shares acquired after the date of the Tender and Option Agreement) at a price per Share equal to $3.90. If requested by Parent and Purchaser and only if necessary and sufficient to achieve the Minimum Condition (together with other similarly placed Specified Shareholders), each Specified Shareholder will exercise all Options (to the extent exercisable) and other rights (including conversion or exchange rights) beneficially owned by such Specified Shareholder and will sell the Shares acquired pursuant to such exercise to Parent or Purchaser as provided in the Tender and Option Agreement. The issued and outstanding Shares, together with Shares relating to presently exercisable Options subject to the Tender and Option Agreement, represent approximately 43% of the Fully Diluted Shares (after giving effect to the exercise of the 1,951,500 Options). Pursuant to the Tender and Option Agreement, each Specified Shareholder has agreed, among other things, to tender in the Offer, and not withdraw therefrom, the Shares owned by such Specified Shareholders, as well as any other Shares acquired prior to the expiration of the Offer including pursuant to the exercise of Options. The Tender and Option Agreement is more fully described in Section 12 of the Offer to Purchase.

        For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to Purchaser and not withdrawn, if, as and when Purchaser gives oral or written notice to the Depositary (as defined in the Offer to Purchase) of Purchaser's acceptance for payment of such Shares. Upon the terms and subject to the conditions of the Offer, payment for

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Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from Purchaser and transmitting payment to tendering shareholders. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book-Entry Confirmation (as defined in the Offer to Purchase) with respect thereto), (ii) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering shareholders at different times if delivery of the certificates and other required documents occur at different times.

Under no circumstances will interest be paid on the purchase price to be paid by Purchaser for the Shares, regardless of any extension of the Offer or any delay in making such payment.

        The term "Expiration Date" shall mean 12:00 Midnight, New York City time, on Monday, November 17, 2003, unless and until Purchaser (in accordance with the terms of the Merger Agreement) shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire.

        Subject to the limitations set forth in the Merger Agreement and applicable rules and regulations of the Securities and Exchange Commission, Purchaser expressly reserves the right, in its sole discretion, at any time or from time to time, to (a) extend the period of time during which the Offer is open and thereby delay acceptance for payment of and the payment for any Shares by giving oral or written notice of such extension to the Depositary and (b) amend the Offer in any other respect by giving oral or written notice of such amendment to the Depositary. Any extension, delay, waiver, amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

        Except as otherwise provided in the Offer to Purchase, tenders of Shares are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Shares may also be withdrawn at any time after December 18, 2003. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth in the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered for the account of an Eligible Institution (as defined in the Offer to Purchase), the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's procedures. Withdrawals of tendered Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 3 of the Offer to Purchase at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, which determination will be final and binding.

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        The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

        The Company has provided Purchaser with the Company's shareholder lists and security position listings for the purpose of disseminating the Offer to shareholders. The Offer to Purchase, the related Letter of Transmittal and other relevant documents will be mailed to record holders of Shares whose names appear on the shareholder lists, and will be furnished to brokers, dealers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the Company's shareholder lists, or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of Shares.

The Offer to Purchase and the related Letter of Transmittal contain important information and should be read carefully before any decision is made with respect to the Offer.

        Questions and requests for assistance or additional copies of the Offer to Purchase, Letter of Transmittal and other tender offer documents may be directed to the Information Agent at the address and telephone number set forth below, and copies will be furnished promptly at Purchaser's expense. Neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or other person other than the Information Agent for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor
New York, NY 10005

Banks and Brokerage Firms Please Call: (212) 269-5550
All Others Call Toll Free: (800) 431-9643

October 20, 2003

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EX-99.A5C

Exhibit (a)(5)(C)

EURAMAX INTERNATIONAL, INC. COMMENCES TENDER OFFER FOR BERGER HOLDINGS, LTD. CORPORATION

NORCROSS, GA, October 20, 2002¾ Euramax International, Inc. and Berger Holdings, Ltd. (Nasdaq:  BGRH) jointly announced today that Euramax’s indirect wholly owned subsidiary, Amerimax Pennsylvania, Inc., commenced its previously announced tender offer for all of the outstanding shares of common stock of Berger at a cash price of $3.90 per share of common stock.

The tender offer is being made pursuant to the Agreement and Plan of Merger by and among Euramax, Amerimax Pennsylvania, Inc. and Berger, which the parties entered into on October 10, 2003.  The tender offer will expire at 12:00 midnight, NYC time, on Monday, November 17, 2003, unless extended.  Following successful completion of the tender offer, any remaining shares of common stock of Berger will be acquired in a cash merger at the same price.

The respective Boards of Directors of the parties have unanimously approved the tender offer.  Certain shareholders of Berger holding stock and options representing in the aggregate approximately 40% of the total outstanding shares of Berger on a fully diluted basis have entered into a definitive agreement with Euramax and Amerimax Pennsylvania, Inc. under which they have agreed, among other things, to tender their shares into the offer.

The tender offer is conditioned upon, among other things, there being tendered and not withdrawn prior to the expiration date of the tender offer at least 80% of the outstanding shares of Berger.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities.  Euramax will file a tender offer statement with the SEC and Berger will file a solicitation/recommendation statement with the SEC with respect to the offer.  Investors and security holders of Berger are urged to read each of the tender offer statement and the solicitation/recommendation statement referenced in this press release because they contain important information about the transaction.

D.F. King & Co., Inc. is the information agent.

**************************************************************

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Act of 1995.  These forward-looking statements are found in various places throughout this press release and include, without limitation, statements concerning the businesses of Berger and, assuming the consummation of the transaction, the acquisition of Berger by Euramax, as well as the expected timing and conditions to closing of the transaction.  While these forward-looking statements represent our judgments and future expectations concerning the development of the business and the timing and consummation of the transaction, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations.  More detailed information about those factors is set forth in filings to be made by Berger and Euramax with the SEC.  Neither Berger nor Euramax is under any obligation to (and expressly disclaims any such obligations to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Where You Can Find Additional Information:

Investors and security holders may obtain a free copy of the tender offer statement and the solicitation/recommendation statement when it is available and other documents filed by Berger and Euramax with the SEC at the SEC’s web site at www.sec.gov.  The tender offer statement and the solicitation recommendation statement and these other documents may also be obtained free from Berger, Euramax or the information agent.

Euramax is a leading international producer of aluminum, steel, vinyl and fiberglass products for original equipment manufacturers, distributors, contractors and home centers in North America and Wtestern Europe.  Berger is the parent company of Berger Bros Co., which was founded in 1874, and is a manufacturer of a complete line of roof drainage products specializing in copper as well as residential and commercial snow guards.  All of Berger’s products are used in new construction, remodeling, and renovation markets.

www.euramax.com

www.bergerbros.com

Euramax Contact

R. Scott Vansant, Chief Financial Officer 770-449-7066

Berger Contacts

Theodore A. Schwartz, Chairman 215-355-1200 ext. 123

Francis E. Wellock, Jr., Chief Financial Officer, 215-355-1200 ext. 122

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EX-99.B1

Exhibit (b)(1)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of October 9, 2003, Among

AMERIMAX FABRICATED PRODUCTS, INC.
EURAMAX HOLDINGS LIMITED
EURAMAX EUROPE B.V.
EURAMAX NETHERLANDS B.V.

as Borrowers

and

EURAMAX INTERNATIONAL, INC.

EURAMAX INTERNATIONAL LIMITED
EURAMAX INTERNATIONAL HOLDINGS LIMITED
AMERIMAX U.K., INC.
EURAMAX EUROPEAN HOLDINGS LIMITED
EURAMAX EUROPE LIMITED
EURAMAX CONTINENTAL LIMITED

EURAMAX INTERNATIONAL HOLDINGS B.V.
EURAMAX EUROPEAN HOLDINGS B.V.
THE OPERATING COMPANY SUBSIDIARIES PARTIES HERETO

as other Loan Parties

and

THE LENDERS AND ISSUER PARTY HERETO

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent

and

WACHOVIA CAPITAL MARKETS, LLC, and

LASALLE BANK NATIONAL ASSOCIATION

as Co-Lead Arrangers

and

PNC BANK, NATIONAL ASSOCIATION, SUNTRUST BANK and FLEET NATIONAL BANK

as Co-Documentation Agents

TABLE OF  CONTENTS

Section
ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS
1.1	Defined Terms
1.2	Computation of Time Periods
1.3	Accounting Terms
1.4	Certain Terms
1.5	Currency Equivalents Generally
1.6	References to “Dutch Operating Co. Obligations,” “Company Obligations,” and “U.K. Operating Co. Obligations”
ARTICLE II	AMOUNTS AND TERMS OF THE LOANS
2.1	The Revolving Credit Loans
2.2	Effective Date Assignment, Etc
2.3	Making Loans
2.4	Fees
2.5	Reduction and Termination of the Revolving Credit Commitments
2.6	Repayment
2.7	Prepayments
2.8	Conversion/Continuation Option
2.9	Interest
2.10	Interest Rate Determination and Protection
2.11	Increased Costs
2.12	Illegality
2.13	Capital Adequacy
2.14	Payments and Computations
2.15	Taxes
2.16	Sharing of Payments, Etc
2.17	Intentionally Omitted
2.18	Letter of Credit Facility
2.19	Swing Loans
2.20	Covenant to Pay
ARTICLE III	CONDITIONS OF EFFECTIVENESS OF THIS AGREEMENT AND OF LENDING

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3.1	Conditions Precedent to Effectiveness of this Agreement, the Making of the Initial Loans and the Issuance of Letters of Credit
3.2	Additional Conditions Precedent to Effectiveness of this Agreement, the Making of the Initial Loans and the Issuance of Letters of Credit
3.3	Conditions Precedent to the Making of Each Loan and Each Issuance of any Letter of Credit
ARTICLE IV	REPRESENTATIONS AND WARRANTIES
4.1	Existence; Compliance with Law
4.2	Power; Authorization; Enforceable Obligations
4.3	Taxes
4.4	Full Disclosure
4.5	Financial Matters
4.6	Litigation
4.7	Margin Regulations
4.8	Ownership; Subsidiaries
4.9	ERISA
4.10	Liens; Indebtedness
4.11	Restricted Payments
4.12	No Burdensome Restrictions; No Defaults; Contractual Obligations
4.13	No Investments
4.14	Government Regulation
4.15	Insurance
4.16	Labor Matters
4.17	Force Majeure
4.18	Use of Proceeds of Loans and Use of Letters of Credit
4.19	Environmental Protection
4.20	Related Documents
4.21	Intellectual Property
4.22	Real Property

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ARTICLE V	FINANCIAL COVENANTS
5.1	Maximum Leverage Ratio
5.2	Minimum Fixed Charge Coverage Ratio
5.3	Capital Expenditures
5.4	Interest Coverage Ratio
ARTICLE VI	AFFIRMATIVE COVENANTS
6.1	Compliance with Laws, Etc
6.2	Conduct of Business
6.3	Payment of Taxes, Etc
6.4	Maintenance of Insurance
6.5	Preservation of Existence, Etc
6.6	Access
6.7	Keeping of Books
6.8	Maintenance of Properties, Etc
6.9	Performance and Compliance with Other Covenants
6.10	Application of Proceeds
6.11	Financial Statements
6.12	Reporting Requirements
6.13	Leases
6.14	New Real Estate
6.15	Employee Plans
6.16	Borrowing Base Determination
6.17	Fiscal Year
6.18	Environmental Matters
6.19	Annual Audit
6.20	Landlord Waivers; Bailee’s Letters
6.21	[Intentionally Omitted]
6.22	Reports Respecting Collateral
6.23	Additional Collateral and Guaranties
ARTICLE VII	NEGATIVE COVENANTS

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7.1	Liens, Etc
7.2	Indebtedness
7.3	Lease Obligations
7.4	Restricted Payments
7.5	Mergers, Stock Issuances, Asset Sales, Etc
7.6	Investments
7.7	Change in Nature of Business or in Capital Structure
7.8	Modification of Related Documents and Material Agreements
7.9	Accounting Changes
7.10	Transactions with Affiliates
7.11	Adverse or Speculative Transactions
7.12	Environmental Matters
7.13	Additional Provisions Regarding Asset Ownership of Certain Euramax Entities
ARTICLE VIII	EVENTS OF DEFAULT AND CASH COLLATERAL
8.1	Events of Default
8.2	Remedies
8.3	Implementation of Reallocation
8.4	Actions in Respect of Letters of Credit
8.5	Application of Payments
ARTICLE IX	THE AGENT
9.1	Authorization and Action
9.2	Agent’s Reliance, Etc
9.3	The Agent and Its Affiliates
9.4	Lender Credit Decision
9.5	Indemnification
9.6	Successor Agent
9.7	U.K. Documents
9.8	Concerning the Collateral and the Collateral Documents
9.9	Assignment of Agency

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9.10	Co-Documentation Agents
ARTICLE X	MISCELLANEOUS
10.1	Amendments, Etc
10.2	Notices, Etc
10.3	No Waiver; Remedies
10.4	Costs; Expenses; Indemnities
10.5	Right of Set-off
10.6	Binding Effect
10.7	Assignments and Participations
10.8	Governing Law; Severability
10.9	Submission to Jurisdiction; Service of Process; Judgment
10.10	Section Titles
10.11	Execution in Counterparts
10.12	Entire Agreement
10.13	Confidentiality
10.14	Waiver of Jury Trial
10.15	European Economic and Monetary Union

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SCHEDULES

Schedule I	–	Commitments
Schedule II	–	Applicable Lending Offices and Notice Addresses of Lenders
Schedule III	–	Notice Addresses of Loan Parties
Schedule IV	–	Projections
Schedule 1.1-A	–	Intercompany Notes
Schedule 1.1-B	–	Specified Leases
Schedule 4.6	–	Litigation
Schedule 4.8	–	Subsidiaries
Schedule 4.9	–	ERISA
Schedule 4.16	–	Labor Matters
Schedule 4.19	–	Environmental Protection
Schedule 4.22(a)	–	Owned Real Estate
Schedule 4.22(b)	–	Leases
Schedule 7.1	–	Existing Liens
Schedule 7.2(a)	–	Existing Indebtedness

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EXHIBITS

Exhibit A–1	Form of Dutch Company Revolving Credit Note
Exhibit A–2	Form of Dutch Operating Co. Revolving Credit Note
Exhibit A–3	Form of U.K. Operating Co. Revolving Credit Note
Exhibit A–4	Form of U.S. Operating Co. Revolving Credit Note
Exhibit A-5	Form of Term Loan Note
Exhibit B	Form of Notice of Borrowing
Exhibit C	Form of Notice of Conversion or Continuation
Exhibit D	Form of Assignment and Acceptance
Exhibit E	Form of Domestic Mortgage
Exhibit F	Form of 2003 Master Assignment and Assumption Agreement
Exhibit G	Form of Domestic Subsidiary Guaranty
Exhibit H	Form of Borrowing Base Certificate
Exhibit I	Form of Letter of Process Agent
Exhibit J	Form of Opinion of Dechert LLP
Exhibit K	Section 2.15(f) Certificate of a Lender
Exhibit L	Form of Letter of Credit Request
Exhibit M	Form of 2003 Domestic and Dutch Amendatory and Consent Agreement
Exhibit N	Form of 2003 U.K. Amendatory and Consent Agreement
Exhibit O	Form of 2003 U.K. Collateral Trust Deed
Exhibit P	Form of Account Designation Letter
Exhibit Q	Form of Solvency Certificate

vii

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 9, 2003, among EURAMAX INTERNATIONAL, INC., a Delaware corporation (“Euramax U.S.”); EURAMAX INTERNATIONAL HOLDINGS LIMITED, a company organized under the laws of England and Wales (“Newco U.K.”); EURAMAX INTERNATIONAL LIMITED, a company organized under the laws of England and Wales (“Euramax”); AMERIMAX U.K., INC. (f/k/a Amerimax Holdings, Inc.), a Delaware corporation (“Amerimax U.K.”); EURAMAX EUROPEAN HOLDINGS LIMITED, a company organized under the laws of England and Wales (“U.K. Holdings”); EURAMAX EUROPE LIMITED, a company organized under the laws of England and Wales (“U.K. Company”); EURAMAX HOLDINGS LIMITED, a company organized under the laws of England and Wales (“U.K. Operating Co.”); EURAMAX CONTINENTAL LIMITED, a company organized under the laws of England and Wales (“Newco U.K. II”); EURAMAX EUROPEAN HOLDINGS B.V., a company organized under the laws of The Netherlands (“Dutch Holdings”); EURAMAX NETHERLANDS B.V., a company organized under the laws of The Netherlands (“Dutch Company”); EURAMAX EUROPE B.V., a company organized under the laws of The Netherlands (“Dutch Operating Co.”); AMERIMAX FABRICATED PRODUCTS, INC., a Delaware corporation (“U.S. Operating Co.”); EURAMAX INTERNATIONAL HOLDINGS B.V., a company organized under the laws of The Netherlands (“Euramax International Holdings B.V.”); the Operating Company Subsidiaries (as defined below); the financial institutions listed on the signature pages hereof (each individually a “Lender” and collectively the “Lenders”); WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Wachovia”), as the issuer (in such capacity, together with its successors and assigns, the “Issuer”) of the Letters of Credit (as defined below); and Wachovia, as administrative agent and collateral agent for the Lenders and the Issuer (in such capacity, together with its successors and assigns, the “Agent”).

PRELIMINARY STATEMENTS

Euramax U.S., the Borrowers, and certain other Subsidiaries of Euramax U.S., the “Lenders” and “Issuer” listed therein, BNP Paribas, acting through its New York branch (“BNP Paribas”), in its capacity as “Agent” thereunder (in such capacity, the “Former Agent”), Wachovia, in its capacity as “Collateral Agent” thereunder (in such capacity, the “Former Collateral Agent”), were, prior to the execution and delivery of the 2003 Master Assignment and Assumption Agreement described below, parties to a certain Second Amended and Restated Credit Agreement dated as of March 15, 2002, as amended by a certain Amendment No. 1 and Waiver to Euramax International, Inc.’s Credit Agreement dated as of April 14, 2003, as further amended by that certain Amendment No. 2 and Consent to Euramax International, Inc.’s Credit Agreement dated as of May 15, 2003, and that certain Amendment No. 3 and Consent to Euramax International, Inc.’s Credit Agreement dated as of August 6, 2003 (as so amended, and as the same may have been otherwise amended, restated, supplemented, or otherwise modified from time to time, the “Existing Credit Agreement”).

Pursuant to the 2003 Master Assignment and Assumption Agreement, among other things, (a) the Former Agent assigned to Wachovia all of its rights and

obligations as “Agent” under the Existing Credit Agreement and Wachovia accepted such assignment, thereby becoming the “Agent” thereunder; (b) BNP Paribas assigned its rights and obligations as “Swing Loan Lender” and as “Issuer” under the Existing Credit Agreement to Wachovia and Wachovia accepted such assignment, thereby becoming the “Swing Loan Lender” and the “Issuer” under the Existing Credit Agreement; (c) certain “Lenders” under the Existing Credit Agreement (the “Departing Lenders”) assigned all of their respective “Revolving Credit Commitments” and the rights and obligations corresponding thereto to Wachovia for ultimate redistribution by Wachovia to (i) other “Lenders” already party to the Existing Credit Agreement (the “Continuing Lenders”) and (ii) banks and financial institutions who became party to the Existing Credit Agreement via the 2003 Master Assignment and Assumption Agreement (the “New Lenders”); and (d) the Continuing Lenders and the New Lenders, among themselves, redistributed the various “Revolving Credit Commitments” and the rights and obligations corresponding thereto under the Existing Credit Agreement.

Pursuant to the 2003 Master Assignment and Assumption Agreement, the Loan Parties, the Lenders, the Agent, the Issuer, and Paribas have consented (1) to Paribas’s retirement as “Trustee” under the U.K. Trust Deed (in such capacity, the “Former U.K. Trustee”) and (2) to Wachovia’s appointment replacement “Trustee” thereunder (in such capacity, the “U.K. Trustee”), such retirement and appointment to be effected pursuant to the Amendment and Restatement Agreement (as defined below).

Euramax U.S. and the Borrowers have requested, and the Lenders, the Issuer, and the Agent, have agreed, subject to the terms and conditions contained herein, to amend and restate the Existing Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, subject to the terms and conditions hereinafter set forth, the parties hereto hereby agree that, effective as of the Effective Date, the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.1           Defined Terms.  As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“2003 Domestic and Dutch Amendatory and Consent Agreement” means the 2003 Domestic and Dutch Amendatory and Consent Agreement dated as of the Effective Date by and among Euramax U.S. and those of its Subsidiaries organized under the laws of the United States of America or any state thereof or under the laws of The Netherlands, the Lenders, and the Agent, substantially in the form of Exhibit M, pursuant to which, among other things, (a) the parties thereto amend various Loan Documents and (b) the Proposed Transaction Acquisition Subsidiary becomes a “Grantor” under the Domestic Pledge and Security Agreement and a “Guarantor” under the Domestic

2

Subsidiary Guaranty, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“2003 French Amendatory Documents” means each of the following documents, each in form and substance reasonably satisfactory to the Agent and as the same may be amended, restated, supplemented, or otherwise modified from time to time: (a) a Declaration de Gage de Compte d’Instruments Financiers respecting the Euramax Share Pledge Agreement (French); (b) a Declaration de Gage de Compte d’Instruments Financiers respecting the Dutch Holdings Share Pledge Agreement (French); (c) an amendment to the Euramax Share Pledge Agreement (French); (d) an amendment to the Dutch Holdings Share Pledge Agreement (French); (e) an attestation of share pledge (attestation de gage) respecting the Euramax Share Pledge Agreement (French); (f) an attestation of share pledge (attestation de gage) respecting the Dutch Holdings Share Pledge Agreement (French); and (g) such other documents as the Agent may reasonably require in connection with the amendment, restatement, modification, assignment of, or transfer of the rights under, any other French Collateral Document.

“2003 Master Assignment and Assumption Agreement” means the Master Assignment and Assumption Agreement attached hereto as Exhibit F and dated as of the Effective Date by and among each of Wachovia, BNP Paribas, the Departing Lenders, the Continuing Lenders, and the New Lenders, and the Loan Parties, whereby, among other things, (a) the Former Agent assigned to Wachovia all of its rights and obligations as “Agent” under the Existing Credit Agreement and Wachovia accepted such assignment, thereby becoming the “Agent” thereunder; (b) BNP Paribas assigned its rights and obligations as “Swing Loan Lender” and as “Issuer” under the Existing Credit Agreement to Wachovia and Wachovia accepted such assignment, thereby becoming the “Swing Loan Lender” and the “Issuer” thereunder; (c) the Departing Lenders assigned all of their respective “Revolving Credit Commitments” and the rights and obligations corresponding thereto under the Existing Credit Agreement to Wachovia for ultimate redistribution by Wachovia to (i) the Continuing Lenders and (ii) the New Lenders; and (d) the Continuing Lenders and the New Lenders, among themselves, redistributed the various “Revolving Credit Commitments” and the rights and obligations corresponding thereto under the Existing Credit Agreement.

“2003 U.K. Collateral Trust Deed” means the U.K. Collateral Trust Deed as amended and restated by the Amendment and Restatement Agreement as of the Effective Date and entered into by Wachovia, in its capacity as “Trustee” thereunder, substantially in the form of the document set out in the schedule of Exhibit O, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“2003 U.K. Consent Agreement” means the U.K. Amendatory and Consent Agreement dated as of the Effective Date by and among those Subsidiaries of Euramax U.S. organized or incorporated under the laws of England or Wales or any other political subdivision of the United Kingdom, substantially in the form of Exhibit N, pursuant to which, among other things, the parties thereto (a) will reaffirm and confirm the continuation of their respective obligations under the U.K. Guaranties and the U.K. Collateral Documents and (b) to the extent necessary, will provide for any amendments to

3

the U.K. Guaranties and the U.K. Collateral Documents, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Accounts” has the meaning assigned to that term in the Uniform Commercial Code as in effect in the State of New York.

“Account Designation Letter” means an account designation letter substantially in the form of Exhibit P, from the Borrowers to the Agent, wherein the Borrowers designate the deposit account(s) into which the proceeds of the Loans will be deposited.

“Advisor” means CVC Management LLC, a Delaware limited liability company.

“Advisory Agreement” means the Advisory Agreement dated as of April 15, 2003, between Euramax U.S. and the Advisor, as such agreement may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted by this Agreement.

“AFC” means Amerimax Finance Company, Inc., a Delaware corporation.

“Affiliate” means, as to any Person, any Subsidiary of such Person and any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person and includes each officer or director or general partner of such Person, and each Person who is the beneficial owner of 10% or more of any class of Voting Stock of such Person.  For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agency Agreement” means the Amended and Restated Agency Agreement dated as of March 15, 2002, executed by Paribas, as the U.K. Trustee and the Agent, and one or more Currency Swap Parties, Interest Rate Contract Parties, and/or Commodity Hedge Parties, as such agreement may be amended, restated, supplemented or otherwise modified from time to time, pursuant to which each such Currency Swap Party, Interest Rate Contract Party, and Commodity Hedge Party shall appoint the Agent and the U.K. Trustee to act on such Currency Swap Party’s, Interest Rate Contract Party’s, and/or Commodity Hedge Party’s behalf under the Guaranties and Collateral Documents and agree to the other matters provided for therein.

“Agent” has the meaning specified in the preamble hereof.

“Agreement” means this Third Amended and Restated Credit Agreement, together with all Exhibits and Schedules hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Allowed Debt” has the meaning specified in the definition of “Asset Sale Proceeds.”

4

“Alternative Currency” means either British Currency or the Euro.

“Amerimax U.K.” has the meaning specified in the preamble hereof.

“Amendment and Restatement Agreement” means the Amendment and Restatement Agreement dated as of the Effective Date relating to the 2003 U.K. Collateral Trust Deed and entered into by BNP Paribas in its capacity as “Retiring Trustee” and by Wachovia in its capacity as “New Trustee,” pursuant to which, among other things, Wachovia evidences its agreement to serve as “Trustee” under the 2003 UK Collateral Trust Deed, thereby becoming the U.K. Trustee, substantially in the form of Exhibit O.

“Applicable Base Rate Margin” means:

                (a) as to Revolving Credit 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, and (iv) 1.00% at all times during each Level IV Rate Period, and

                (b) as to Term Loans, (i) 2.25% at all times during each Level I Rate Period, (ii) 2.00% at all times during each Level II Rate Period, (iii) 1.75% at all times during each Level III Rate Period, and (iv) 1.25% at all times during each Level IV Rate Period..

“Applicable Eurocurrency Margin” means the Mandatory Cost Rate (if any), plus:

                (a) as to Revolving Credit 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 and (iii) 2.50% at all times during each Level III Rate Period, and (iv) 2.25% at all times during each Level IV Rate Period, and

                (b) as to Term Loans, (i) 3.25% at all times during each Level I Rate Period, (ii) 3.00% at all times during each Level II Rate Period and (iii) 2.75% at all times during each Level III Rate Period, and (iv) 2.50% at all times during each Level IV Rate Period;

“Applicable Governing Law” means (a) with respect to the U.K. Consent Agreement, the Second U.K. Consent Agreement, Third U.K. Consent Agreement, the 2003 U.K. Consent Agreement, the 2003 U.K. Collateral Trust Deed, the U.K. Collateral Documents and the U.K. Guaranties, the laws of England and Wales; (b) with respect to the Dutch Collateral Documents the laws of The Netherlands; (c) with respect to the Domestic Collateral Documents, the Domestic Guaranties, the Domestic Amendatory Agreement, the Domestic Consent Agreement, the Second Domestic Consent Agreement, and the 2003 Domestic and Dutch Amendatory and Consent Agreement, the laws of a state within the United States of America, as specified therein; and (d) with respect to the French Collateral Documents, the laws of the Republic of France.

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“Applicable Lending Office” means, with respect to each Lender and the Issuer, (a) in the case of any Lender, its Domestic Lending Office in the case of a Base Rate Loan and its Eurocurrency Lending Office in the case of a Eurocurrency Loan, and (b) in the case of the Issuer, its Domestic Lending Office in the case of Letters of Credit issued for the account of U.S. Operating Co. and its Eurocurrency Lending Office in the case of Letters of Credit issued for the account of Dutch Operating Co., Dutch Company, or U.K. Operating Co., in each case as set forth on Schedule II.

“Approved Deposit Account” has the meaning assigned to such term in the Domestic Pledge and Security Agreements.

“Asset Sale” means (a) any Disposition except (i) the sale by any Operating Company or Operating Company Subsidiary of inventory in the ordinary course of business or which has become obsolete, excess, slow moving or damaged, or equipment or motor vehicles which have become obsolete, excess, damaged or slow moving or are replaced or traded in or up in the ordinary course of business and (ii) leases or sales of personal property (including sales, leases or licenses of property of the type referred to in the definition of “Intellectual Property” in the Domestic Pledge and Security Agreements) by an Operating Company or Operating Company Subsidiary to an Operating Company or Operating Company Subsidiary; provided that no such sale or lease shall be made by U.S. Operating Co. to any such Person other than to its Subsidiaries or by any such Subsidiaries other than to U.S. Operating Co. or another of U.S. Operating Co.’s Subsidiaries and (b) any “Asset Disposition” as defined in the Senior Subordinated Indenture.

“Asset Sale Proceeds” means (a) payments received by any Loan Party or any of its Subsidiaries (including, without limitation, any payments received by way of deferred payment of principal pursuant to a note or receivable or otherwise, but only as and when received) from any Asset Sale (after repayment of any Indebtedness other than the Loans secured by the asset subject of such Asset Sale to the extent such Indebtedness is permitted hereunder and does not constitute Senior Subordinated Notes or Intercompany Notes (“Allowed Debt”)), in each case net of the amount of (i) brokers’ and advisors’ fees and commissions payable in connection with such Asset Sale, other than to an Affiliate of any Loan Party, (ii) all taxes (including all foreign, federal, state and local taxes) payable as a direct consequence of such Asset Sale (or such deferred payment), including, without limitation, in connection with the payment of a dividend or the making of a distribution by a Subsidiary of any Loan Party of such payments to such Loan Party or any other Subsidiary of such Loan Party (including, without limitation, taxes withheld in connection with the repatriation of such proceeds), net of any tax benefits derived in respect of such dividend or distribution, (iii) the fees and expenses attributable to such Asset Sale, to the extent not included in clause (i) except to the extent payable to any Affiliate of any Loan Party and (iv) any amount required to be paid to any Person (other than any Loan Party and any of its Subsidiaries) owning a beneficial interest in the property or assets sold; (b) any award of compensation for any asset or property or group thereof taken by condemnation or eminent domain and insurance proceeds for the loss of or damage to any asset or property if such award or proceeds equals or exceeds $500,000 in the aggregate for all such occurrences and within 120 days

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after the receipt thereof replacement or repair of such asset or property has not commenced (or binding commitments have not been entered into therefor), except that in the event that at any time such replacement or repair is abandoned or is otherwise discontinued or is not diligently pursued, the remaining award or proceeds, as the case may be, shall constitute Asset Sale Proceeds at such time; and (c) notwithstanding anything to the contrary contained in clauses (a) or (b) above or in any other provision of this Agreement or any other Loan Document, all payments received by any Loan Party or any of its Subsidiaries from any Disposition, any issuance of Indebtedness or any issuance of equity, in each case to the extent the same would be required to be applied to any Senior Subordinated Notes or any other Indebtedness, other than, in the case of any Disposition, any Allowed Debt and, in the case of any Indebtedness issued for the purpose of refinancing other Indebtedness, any refinancing of such other Indebtedness to the extent such refinancing is permitted by Section 7.2.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit D.

“Available Credit” means, at any time with respect to the Revolving Credit Loans, the Swing Loans and the Letters of Credit, an amount equal to (a) the lower of (i) the then effective Revolving Credit Commitments of the Revolving Credit Lenders and (ii) the Borrowing Base at such time, minus (b) the aggregate principal amount of the Revolving Credit Loans and Swing Loans outstanding at such time and the Letter of Credit Obligations outstanding at such time.

“Available U.S. Credit” means, with respect to Revolving Credit Loans requested to be made at any time by U.S. Operating Co., Swing Loans requested to be made at any time by U.S. Operating Co. and Letters of Credit issued for the account of U.S. Operating Co. at any time, an amount equal to (a) the lower of (i) the then effective Revolving Credit Commitments of the Revolving Credit Lenders and (ii) the U.S. Borrowing Base at such time minus (b) the aggregate outstanding principal amount at such time of the Revolving Credit Loans made to U.S. Operating Co. and the Swing Loans outstanding at such time and the Letter of Credit Obligations relating to Letters of Credit issued for the account of U.S. Operating Co. outstanding at such time.

“Bailee’s Letter” means a letter in form and substance acceptable to the Agent executed by any Person (other than a Borrower or any Operating Company Subsidiary thereof) who is in possession of Inventory on behalf of a Borrower or any Operating Company Subsidiary thereof pursuant to which such Person acknowledges, among other things, the Agent’s Lien with respect thereto.

“Bankruptcy Event” has the meaning specified in Section 8.1.

“Base Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater of (i) the Federal Funds Rate in effect on such day plus 1/2 of 1% or (ii) the Prime Rate in effect on such day.  If for any reason the Agent shall have determined that it is unable

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after due inquiry to ascertain the Federal Funds Rate for any reason, including the inability or failure of the Agent to obtain sufficient quotations in accordance with the terms hereof, the Base Rate shall be determined without regard to clause (i) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

“Base Rate Loan” means any outstanding principal amount of the Dollar Loans of any Lender which bears interest with reference to the Base Rate.

“BNP Paribas” has the meaning given such term in the Preliminary Statements.

“Borrower” means, as to Revolving Credit Loans, each of U.S. Operating Co., U.K. Operating Co., Dutch Company, and Dutch Operating Co., and, as to the Term Loans, the Term Loan Borrower, and “Borrowers” means all of them, collectively.

“Borrowing” means a borrowing consisting of Loans made to the same Borrower on the same day in the same currency by the Lenders ratably according to their respective Commitments.

“Borrowing Base” means, at any time, (a) the sum of 85% of the Eligible Receivables at such time, plus (b) 50% of the Eligible Inventory at such time, in each case determined in the Dollar equivalent thereof (based on, with respect to each Borrowing Base Certificate in which the Borrowing Base is reported to the Agent, the exchange rates for Dollars and the Alternative Currencies set forth in the Wall Street Journal published on the Business Day as of which such Borrowing Base is determined in accordance with the terms hereof (or, if not as of a Business Day, then on the last Business Day immediately prior to the date as of which such Borrowing Base was determined in accordance with the terms hereof)), less (c) Eligibility Reserves.

“Borrowing Base Certificate” means a consolidated certificate of all Loan Parties which have granted a Lien on Collateral substantially in the form of Exhibit H.

“British Currency” means pounds sterling, the lawful currency of the United Kingdom.

“Building Products” means Amerimax Building Products, Inc., a Delaware corporation.

“Business Day” means a day of the year on which banks are not required or authorized to close in Atlanta, Georgia, or Charlotte, North Carolina, and, if the applicable Business Day relates to a Eurocurrency Loan, a day on which dealings are also carried on in the London interbank market and banks are open for business in London and in the country of issue of the currency of such Eurocurrency Loan.

“Cap Ex Carryover” has the meaning specified in Section 5.3.

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“Capital Expenditures” means, for any Person for any period, the aggregate of (without duplication) (a) all expenditures by such Person and its consolidated Subsidiaries, except interest capitalized during construction, during such period for property, plant or equipment, including, without limitation, renewals, improvements, replacements and capitalized repairs, that would be reflected as additions to property, plant or equipment on a consolidated balance sheet of such Person and its Subsidiaries prepared in conformity with GAAP and (b) the principal amount of all Indebtedness incurred or assumed in connection with any such additions to property, plant and equipment in such period.  For the purpose of this definition, the purchase price of equipment which is acquired simultaneously with the trade–in of existing equipment owned by such Person or any of its Subsidiaries or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment being traded in at such time or the amount of such proceeds, as the case may be.

“Capital Financing Indebtedness” means all Indebtedness referred to in clause (b) of the definition of Capital Expenditures, all Capitalized Lease Obligations and all other Indebtedness (including purchase money Indebtedness) incurred solely for the purpose of financing or refinancing the acquisition of assets or properties.

“Capitalized Lease” means, as to any Person, any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in conformity with GAAP.

“Capitalized Lease Obligations” means, as to any Person, the capitalized amount of all obligations of such Person or any of its Subsidiaries under Capitalized Leases, as determined on a consolidated basis in conformity with GAAP.

“Cash Equivalents” means any or all of the following, so long as they constitute Collateral and have a maturity of not greater than 180 days from the date of issuance thereof:  (a) readily marketable direct obligations of, or fully and irrevocably guaranteed or insured by, the United States government or any agency thereof or, in the case of the Foreign Loan Parties and their Non–Domestic Subsidiaries, by their jurisdiction of organization, (b) certificates of deposit, eurodollar time deposits, overnight bank deposits and bankers’ acceptances of any Lender or a bank meeting the requirements set forth in clauses (a) or (b) of the definition of Eligible Assignee, (c) commercial paper of an issuer rated at least “A–1” by Standard & Poor’s Rating Service or “P–1” by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments, and (d) money market funds that invest primarily in any of the foregoing Cash Equivalents.

“Cash Interest Expense” means, for any Person for any period, the Net Interest Expense of such Person for such period, plus (a) interest expense capitalized during construction for such period to the extent deducted in the determination of such Net Interest Expense less (b) Non–Cash Interest Expense of such Person for such period.

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“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.

“Change of Control” means the occurrence of one or more of the following events:  (a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Euramax U.S. and its Subsidiaries to any Person or Group, together with any Affiliates of such Group; (b) the shareholders of Euramax U.S. shall approve any plan or proposal for the liquidation or dissolution of Euramax U.S. or, unless otherwise permitted pursuant to Section 7.5, any of its Subsidiaries; (c) prior to a registered initial public offering (or the equivalent thereof under any foreign laws, including a listing) of the Stock of Euramax U.S., CVC, together with its Affiliates and employees and management of the Loan Parties, shall cease to beneficially own (within the meaning of Rule 13d–3 under the Exchange Act) Stock of Euramax U.S. representing not less than (i) 51% of the common stock of Euramax U.S. and (ii) 51% of the total Voting Stock of Euramax U.S. (assuming conversion of all freely convertible shares of any non–voting common stock into Voting Stock); (d) after a registered initial public offering (or the equivalent thereof under any foreign laws, including a listing) of the Stock of Euramax U.S., CVC, together with its Affiliates and employees and management of the Loan Parties, shall cease to beneficially own (within the meaning of Rule 13d–3 under the Exchange Act) Stock of Euramax U.S. representing (A) not less than 33–1/3% of the common stock of Euramax U.S. and (B) not less than 33–1/3% of the total Voting Stock of Euramax U.S.; (e) either (i) any Person or Group, together with Affiliates thereof and Persons owning directly or indirectly 5% or more of either the Stock thereof or the combined voting power of the Voting Stock thereof, shall beneficially own (within the meaning of Rule 13d–3 under the Exchange Act) or own of record, a greater percentage of the common stock of Euramax U.S. than CVC, together with its Affiliates and employees and management of the Loan Parties, or (ii) any Person or Group, together with Affiliates thereof and Persons owning directly or indirectly 5% or more of either the Stock thereof or the combined voting power of the Voting Stock thereof, other than CVC, together with its Affiliates and employees and management of the Loan Parties, shall beneficially own or own of record 40% or more of the voting power of the outstanding Voting Stock of Euramax U.S.; (f) any Person other than CVC, together with its Affiliates and employees and management of the Loan Parties, shall own, beneficially or of record, more than 50% of the Stock of Euramax U.S.; (g) any Person other than a Loan Party shall be or become an ERISA Affiliate or Tax Affiliate of Euramax U.S.; (h) Euramax U.S. shall be or become a Subsidiary of any Person other than CVC; or (i) a “Change of Control” as defined in any Senior Subordinated Debt Document, in the organizational documents of Euramax U.S. or in any document or certificate relating to any Stock or Stock Equivalents of Euramax U.S. shall occur.

“Charges” has the meaning specified in Section 2.9(e).

“Chief Financial Officer” and “chief financial officer” each mean, as to Euramax U.S., its chief financial officer.

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“Co-Documentation Agents” means PNC Bank, National Association, SunTrust Bank and Fleet National Bank, in their capacities as co-documentation agents.

“Co-Lead Arrangers” means WCM and LaSalle Bank National Association, in their capacities as co-lead arrangers.

“Coated Products B.V.” means Euramax Coated Products B.V., a company organized under the laws of The Netherlands.

“Coated Products U.K.” means Euramax Coated Products Limited, a company incorporated under the laws of England and Wales.

“Coated Products U.S.” means Amerimax Coated Products, Inc., a Delaware corporation.

“Code” means the Internal Revenue Code of 1986 (or any successor legislation thereto), as amended from time to time.

“Collateral” means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted under any of the Collateral Documents; provided, however, that, any other term of this Agreement or any other Loan Document to the contrary notwithstanding, (a) no assets of a “controlled foreign corporation” (as such term is defined in Section 957(a) of the Code) shall be, or shall be deemed to have been, pledged, mortgaged, or given as security or collateral for the payment or performance of any of the Excluded U.S. Liabilities and (b) no more than 65% of the Stock issued by any such “controlled foreign corporation” shall be pledged, mortgaged, or given as security or collateral for the payment or performance of any of the Excluded U.S. Liabilities.

“Collateral Documents” means the Domestic Collateral Documents, the Foreign Collateral Documents and any other document executed and delivered by a Loan Party granting a Lien on any of its property to secure payment of any of the Obligations or Guarantied Obligations.

“Commencement of the third stage of EMU” means January 1, 1999.

“Commitment” means, as to each Lender, such Lender’s Revolving Credit Commitment, if any, and such Lender’s Term Loan Commitment, if any, and “Commitments” means the aggregate Revolving Credit Commitments and Term Loan Commitments of all Lenders.

“Commodities Account” has the meaning assigned to such term in the Domestic Pledge and Security Agreements.

“Commodity Hedge Contracts” means non–speculative commodity options or other commodity hedging contracts used to hedge against fluctuations in revenues and costs in the ordinary course of business.

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“Commodity Hedge Party” means any Lender, the Agent, or any Affiliate of the Agent or a Lender, in each case in its capacity as a party to any Commodity Hedge Contract with a Loan Party.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness or Contractual Obligation of another Person, if the purpose or intent of such Person in incurring the Contingent Obligation is to provide assurance to the obligee of such Indebtedness or Contractual Obligation that such Indebtedness or Contractual Obligation will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Indebtedness or Contractual Obligation will be protected (in whole or in part) against loss in respect thereof.  Contingent Obligations of a Person include, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co–making, discounting with recourse or sale with recourse by such Person of an obligation of another Person, (b) any liability of such Person for an obligation of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another Person, (iii) to make take–or–pay or similar payments, if required, regardless of non–performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such obligation or to assure the holder of such obligation against loss, or (v) to supply funds to or in any other manner invest in such other Person (including, without limitation, to pay for property or services irrespective of whether such property is received or such services are rendered), if in the case of any agreement described under subclause (i), (ii), (iii), (iv) or (v) of this sentence the primary purpose or intent thereof is as described in the preceding sentence, and (c) any “Guaranty” as defined in any Senior Subordinated Debt Document.  The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported.

“Continuing Lenders” has the meaning specified in the Preliminary Statements hereto.

“Contract” means any contract, agreement, undertaking, indenture, note, bond, loan, instrument, lease, conditional sales contract, mortgage, deed of trust, license, franchise, insurance policy, commitment or other arrangement.

“Contractual Obligation” of any Person means any obligation, agreement, undertaking or similar provision of any security issued by such Person or of any Contract (excluding a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its properties is subject.

“Control Account Agreement” has the meaning assigned to such term in the Domestic Pledge and Security Agreements.

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“Costs” means the costs, fees and expenses relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby.

“Counterparties” has the meaning specified in the Agency Agreement.

“Covenant Obligation” has the meaning specified in Section 2.20(a).

“Currency Contract” means a currency swap agreement, currency cap agreement or currency collar agreement entered into to provide protection against currency fluctuations with respect to amounts owing on any Indebtedness.

“Currency Swap Party” means any Lender, the Agent, or any Affiliate of the Agent or a Lender, in each case in its capacity as a party to any Currency Contract with a Loan Party.

“CVC” means, collectively, (a) Citicorp Venture Capital, Ltd., a New York corporation, (b) Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership, (c) CVC Executive Fund LLC, a Delaware limited liability company, and (d) CVC/SSB Employee Fund, L.P., a Delaware limited partnership.

“Default” means any event which with the passing of time or the giving of notice or both would become an Event of Default.

“Departing Lenders” has the meaning given such term in the Preliminary Statements.

“Deposit Account Bank” has the meaning assigned to such term in the Domestic Pledge and Security Agreements.

“Deposit Account Control Agreement” has the meaning assigned to such term in the Domestic Pledge and Security Agreements.

“Designated Obligations” shall mean all Obligations of the Borrowers in respect of (a) principal of, and interest on, the Loans, (b) the Letter of Credit Obligations and (c) fees, whether or not the same shall at the time of any determination be due and payable under the terms of the Loan Documents.

“Disposition” means any sale, conveyance, transfer, assignment, license, lease or other disposition (including, without limitation, by merger or consolidation, and by condemnation, eminent domain, loss, damage, or destruction, and whether by operation of law or otherwise) by Euramax U.S. or any of its Subsidiaries to any Person, other than to a Loan Party which shall, before the date of such disposition, have delivered a guaranty, a pledge agreement, a security agreement, and a mortgage (if such Person owns any real property), and any other documents which may be required pursuant to Section 6.23, of any Stock of any of its Subsidiaries, any Stock Equivalents of any of its Subsidiaries or any other asset or property.

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“Diversified Products” means Amerimax Diversified Products, Inc., a Delaware corporation.

“DOL” means the United States Department of Labor, or any successor thereto.

“Dollar Equivalent” has the meaning specified in Section 2.16(c).

“Dollar Loan” means at any time a Loan denominated in Dollars at such time.

“Dollars” and the sign “$” each mean the lawful money of the United States of America.

“Domestic Amendatory Agreement” means the Domestic Amendatory Agreement dated as of July 16, 1997, among the Loan Parties, the U.K. Trustee, the Agent and BNP Paribas, as the sole Swap Currency Party.

“Domestic Collateral Documents” means the Domestic Pledge and Security Agreements, the Domestic Mortgages, the Domestic Leasehold Mortgages, the Domestic Amendatory Agreement, the Domestic Consent Agreement, the Second Domestic Consent Agreement, the 2003 Domestic and Dutch Amendatory and Consent Agreement, the Blocked Account Letters (as defined in the Existing Credit Agreement); the Deposit Account Control Agreements, and the Control Account Agreements (if any), each governed by the laws of a state within the United States of America, and any other document executed by Euramax U.S. or a Subsidiary thereof and governed by the laws of a state within the United States of America pursuant to which Euramax U.S. or such Subsidiary shall pledge, mortgage or grant any Lien to secure any of the Obligations or any of its Guarantied Obligations, as such other document may be amended, restated, supplemented or otherwise modified from time to time.

“Domestic Consent Agreement” means the Domestic Consent Agreement dated as of April 10, 2000 among the Loan Parties party thereto, the U.K. Trustee, the Agent and BNP Paribas, as sole Currency Swap Party.

“Domestic Guaranties” means the Euramax U.S. Guaranty, the U.S. Holdings Guaranty, the U.S. Operating Co. Guaranty, each of the Domestic Subsidiary Guaranties, and each other guaranty of any of the Obligations executed from time to time by Euramax U.S. or any Subsidiary of Euramax U.S. organized under the laws of the United States of America or any state thereof, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Domestic Leasehold Mortgage” means each of the separate leasehold mortgages or leasehold deeds of trust (if any), made on or after the Effective Date by any Domestic Loan Party, each in substantially the same form as the Domestic Mortgages, but subject to such revisions as are appropriate for, or as the Agent shall reasonably deem applicable to, a mortgage, deed of trust or other security instrument encumbering a

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leasehold estate, as each such Domestic Leasehold Mortgage may be amended, restated, supplemented or otherwise modified from time to time.

“Domestic Lending Office” means, with respect to any Lender or the Issuer, (a) in the case of any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule II, (b) in the case of the Issuer with respect to Letters of Credit issued for the account of U.S. Operating Co., the same office of the Issuer as is specified as its “Domestic Lending Office” opposite the Issuer’s name on Schedule II, and (c) in the case of each Lender and the Issuer, such other office of such Lender or the Issuer as such Lender or the Issuer may from time to time specify to the Borrowers and the Agent.

“Domestic Loan Party” means Euramax U.S. and each of its Domestic Subsidiaries.

“Domestic Mortgage” means each of the separate mortgages and deeds of trust for the parcels of Real Estate referred to therein made by a Domestic Loan Party pursuant to the Existing Credit Agreement or this Agreement, and the mortgages and deeds of trust for the parcels of Real Estate referred to therein made on or after the Effective Date by a Domestic Loan Party, each in substantially the form of Exhibit E, as any such Domestic Mortgages may be amended, restated, supplemented or otherwise modified from time to time, pursuant to which such Domestic Loan Party shall mortgage such Real Estate to secure (a) such Domestic Loan Party’s Guarantied Obligations and (b) all Obligations.

“Domestic Pension Plans” means all Plans which are Pension Plans.

“Domestic Pledge and Security Agreements” means (a) the Amended and Restated Pledge and Security Agreement dated as of March 15, 2002, by and among the Agent, Euramax U.S., and certain of the Domestic Loan Parties (including, without limitation, any Domestic Loan Parties which may or may have, at any time after March 15, 2002, become party to such agreement), and (b) each other pledge, security, or pledge and security agreement entered into by a Domestic Loan Party from time to time pursuant to this Agreement or any other Loan Document, in each case, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Domestic Subsidiary” means, as to any Person, each Subsidiary of such Person organized under the laws of a state of the United States of America.

“Domestic Subsidiary Guaranty” means each Guaranty, substantially in the form of Exhibit G, executed from time to time by a Domestic Subsidiary of U.S. Operating Co. in favor of the Guarantied Parties, as amended, restated, supplemented, or otherwise modified from time to time, pursuant to which each such Domestic Subsidiary has unconditionally guarantied its Guarantied Obligations.

“Dutch Collateral Documents” means each of the following documents:

(a)           the Dutch Security Agreements;

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(b)           Dutch Holdings Share and Debt Pledge Agreement;

(c)           Dutch Company Share and Debt Pledge Agreement;

(d)           Dutch Operating Co. Share Pledge Agreement;

(e)           Newco U.K. II Share Pledge Agreement;

(f)            Euramax U.S. Share Pledge Agreement (Dutch);

(g)           the Dutch Mortgages; and

(h)           any other document executed by Euramax U.S. or any of its Subsidiaries and governed by the laws of The Netherlands pursuant to which such Person has pledged, mortgaged or granted a Lien to secure any of the Obligations (to the extent specified therein) or its Guarantied Obligations, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time.

“Dutch Company” has the meaning specified in the preamble hereof.

“Dutch Company Guaranty” means the Dutch Company Guaranty dated as of September 25, 1996, executed by Dutch Company in favor of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

“Dutch Company Share and Debt Pledge Agreement” means the Dutch Company Share and Debt Pledge Agreement dated as of the Effective Date, executed by Dutch Company and the Agent and acknowledged by Dutch Operating Co., as amended, restated, supplemented or otherwise modified from time to time.

“Dutch Company Revolving Credit Note” means each promissory note of Dutch Company payable to the order of any Revolving Credit Lender, in substantially the form of Exhibit A–1, evidencing the Indebtedness of Dutch Company to such Revolving Credit Lender resulting from the Revolving Credit Loans made from time to time by such Revolving Credit Lender to Dutch Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Dutch Guaranties” means the Euramax International Holdings B.V. Guaranty, Dutch Holdings Guaranty, the Dutch Company Guaranty, the Dutch Operating Co. Guaranty, the Dutch Subsidiary Guaranties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Dutch Holding Company Transaction” means a transaction or series of transactions whereby (a) Newco U.K. II will initially transfer 50% of its Stock in Dutch Holdings to Euramax International Holdings B.V.; (b) Newco U.K. II, through a series of dividends and other transfers, will transfer the remaining 50% of its Stock in Dutch Holdings to Euramax, which will, in turn, transfer such Stock Newco U.K., which will, in turn, transfer such Stock to Euramax U.S., which will, in turn, transfer such Stock to Euramax International Holdings B.V., (c) Coated Products B.V. and Dutch Operating Co.

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(and no other Person or Persons) will form a limited partnership under Dutch law and then transfer all or substantially all of its assets to such newly formed limited partnership; and (d) Dutch Holdings and Euramax International Holdings B.V. will merge; provided, however, that, in connection with such transactions, each of the following conditions is satisfied, as applicable:  (i) the Agent or the U.K. Trustee shall, at all times, have a first-priority security interest in and to all of the Dutch Holdings Stock; (ii) before the transfer of any assets from Coated Products B.V. to such newly formed limited partnership (other than nominal amounts for purposes of capitalizing such limited partnership) or other acquisition of assets by such limited partnership, (A) such limited partnership will have executed and delivered to the Agent a Dutch Subsidiary Guaranty and an asset pledge agreement substantially in the form of the Dutch Security Agreement to which Coated Products B.V. is party and (B) Coated Products B.V. shall have executed and delivered a pledge agreement or other document granting the Agent a first priority security interest and Lien in and to the Stock of such limited partnership to the extent permitted by the applicable law governing such partnership interests; (iii) such limited partnership shall have otherwise provided all documents and agreements required by Section 6.23; (iv) any promissory notes issued by one Loan Party to another Loan Party in connection with any of such transactions shall be, at all times, subject to the first priority Lien of the U.K. Trustee or the Agent, as applicable, and the original of such promissory note shall be delivered to the U.K. Trustee or Agent, as applicable, promptly after its issuance; (v) immediately after the completion of the merger described in clause (d) above, the assets of both the surviving and disappearing Person shall continue to be subject to the Agent’s first priority Lien, to the same extent as existed before such merger; and (vi) such transactions, in addition to the foregoing, are otherwise undertaken and consummated in accordance with the terms hereof (including, without limitation, Section 7.6(l)).

“Dutch Holdings” has the meaning specified in the preamble hereof.

“Dutch Holdings Guaranty” means the Dutch Holdings Guaranty dated as of September 25, 1996, executed by Dutch Holdings in favor of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

“Dutch Holdings Share Pledge Agreement (French)” means the Share Pledge Agreement dated as of March 15, 2002, executed by Dutch Holdings, French Operating Co. and the Agent, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“Dutch Holdings Share and Debt Pledge Agreement” means the Dutch Holdings Share and Debt Pledge Agreement dated as of the Effective Date, executed by Dutch Holdings and the Agent and acknowledged by Dutch Company, as amended, restated, supplemented or otherwise modified from time to time.

“Dutch Loan Party” has the meaning specified in Section 2.20(a).

“Dutch Mortgage” means each of (a) the mortgage or mortgages dated as of the Effective Date between Coated Products B.V. and the Agent, pursuant to which Coated Products B.V. has granted to the Agent, for the ratable benefit of the Secured

17

Parties, a Lien on the Real Estate covered thereby to secure all Guarantied Obligations of Coated Products B.V., and (b) each other mortgage between any Dutch Loan Party and the Agent, in form and substance satisfactory to the Agent, granting a Lien to the Agent, for the ratable benefit of the Secured Parties, on Real Estate owned by such Dutch Loan Party, to secure such Dutch Loan Party’s Guarantied Obligations, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time.

“Dutch Operating Co.” has the meaning specified in the preamble hereof.

“Dutch Operating Co. Guaranty” means the Guaranty dated as of September 25, 1996, executed by Dutch Operating Co. in favor of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

“Dutch Operating Co. Share Pledge Agreement” means the Dutch Operating Co. Share Pledge Agreement dated as of the Effective Date, executed by Dutch Operating Co. and the Agent and acknowledged by Coated Products B.V., as amended, restated, supplemented or otherwise modified from time to time.

“Dutch Operating Co. Revolving Credit Note” means each promissory note of Dutch Operating Co. payable to the order of any Revolving Credit Lender, in substantially the form of Exhibit A–2, evidencing the aggregate Indebtedness of Dutch Operating Co. to such Revolving Credit Lender resulting from the Revolving Credit Loans made from time to time by such Revolving Credit Lender to Dutch Operating Co., as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Dutch Security Agreement” means each of (a) the Coated Products B.V. Asset Pledge Agreement dated as of the Effective Date, executed by Coated Products B.V. and the Agent and (b) each other security agreement or asset pledge agreement which may be executed and delivered from time to time by a Dutch Loan Party in favor of the Agent or the U.K. Trustee, pursuant to which such Dutch Loan Party grants a Lien to the Agent, for the ratable benefit of the Secured Parties, on personal property owned by such Dutch Loan Party to secure such Dutch Loan Party’s Guarantied Obligations, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time.

“Dutch Subsidiary Guaranty” means each of (a) the Guaranty dated as of September 25, 1996, executed by Coated Products B.V. in favor of the Guarantied Parties, and (b) each other guaranty of any of the Obligations, each in form and substance satisfactory to the Agent, executed from time to time by a Subsidiary of Euramax U.S. organized under the laws of The Netherlands in favor of the Guarantied Parties, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time.

“EBITDA” means, for any Person for any period, the Net Income (Loss) of such Person, including the pro forma Net Income (Loss) of any other Person acquired by such Person or a Subsidiary of such Person, for such period taken as a single

18

accounting period, plus, without duplication, (a) the sum of the following amounts of such Person and its Subsidiaries (including the sum of the following amounts on a pro forma basis of any Person acquired by such Person or a Subsidiary of such Person) for such period determined on a consolidated basis in conformity with GAAP to the extent included in the determination of such Net Income (Loss):  (i) depreciation expense, (ii) amortization expense, (iii) Net Interest Expense, (iv) income tax expense, (v) write-offs of goodwill as required by GAAP, (vi) non-cash charges relating to the mark-to-market of derivative instruments as required by FAS 133, (vii) non-cash charges relating to write-downs of long-lived assets due to impairment as required by FASB 121, (viii) unrealized losses resulting from changes in foreign exchange rates used to convert debt from its stated currency to the local currency of the debtor, (ix) extraordinary losses (and other losses on Asset Sales not otherwise included in extraordinary losses determined on a consolidated basis in conformity with GAAP), (x) up to $3,000,000 in aggregate expenses related to the stock purchase contemplated in the Stock Purchase Agreement, but only to the extent such expenses are included in the Net Income (Loss) for such period and only to the extent such expenses were actually incurred, (xi) non-cash expenses arising from any step-up in basis resulting from the application of purchase accounting relating to (A) the purchase of stock pursuant to the Stock Purchase Agreement or (B) the Proposed Transaction, but only to the extent such expenses are included in the Net Income (Loss) for such period, (xii) expenses incurred in connection with the Permitted Corporate Transactions and the Permitted Stock Payment, in an aggregate amount not to exceed $500,000, and only to the extent (A) such expenses are included in the Net Income (Loss) for such period and (B) such expenses were actually incurred, (xiii) up to $1,500,000 paid as a premium or consent payment to holders of 11.25% Senior Subordinated Notes due 2006 issued by Newco U.K., U.K. Holdings, and Dutch Holdings in connection with the repurchase of such notes in 2003, and (xiv) non-cash expenses related to the June 12, 2003, issuance of restricted stock pursuant to Euramax’s 2003 Equity Compensation Plan, but only to the extent such expenses are included in the Net Income (Loss) for such period; less (b) the sum of the following amounts of such Person and its Subsidiaries determined on a consolidated basis in conformity with GAAP to the extent included in the determination of such Net Income (Loss):  (i) unrealized gains resulting from changes in foreign exchange rates used to convert debt from its stated currency to the local currency of the debtor, (ii) extraordinary gains (and other gains on Asset Sales not otherwise included in extraordinary gains determined on a consolidated basis in conformity with GAAP) and (iii) the Net Income (Loss) of any other Person that is accounted for by the equity method of accounting except to the extent of the amount of dividends or distributions paid to such Person.

“Effective Date” has the meaning specified in Section 3.1.

“Eligibility Reserves” means, effective as of two Business Days after the date of written notice of any determination thereof to the Borrowers by the Agent, such amounts as the Agent may from time to time reasonably establish, after consultation with the Borrowers, against the gross amounts of Eligible Receivables and Eligible Inventory to reflect risks or contingencies arising after the Effective Date which may affect any one or class of such items and which have not already been taken into account in the calculation of the Borrowing Base or the U.S. Borrowing Base, as the case may be.

19

“Eligible Assignee” means (a) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $5,000,000,000; (b) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, and having total assets in excess of $5,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD or the Cayman Islands; (c) the central bank of any country which is a member of the OECD; (d) an insurance company organized under the laws of the United States, or any State thereof, and having total assets in excess of $5,000,000,000; (e) any Lender; (f) any Affiliate of any Lender (other than any such Affiliate who is an Affiliate of such Lender solely by reason of such Lender being the beneficial owner of more than 10% (but less than 50%) of any class of Voting Stock of such Affiliate); (g) any other finance or other financial institution or fund approved by the Agent; or (h) any Affiliate or Related Fund of any Person identified in clauses (a) through (h).

“Eligible Inventory” means any Inventory owned by any Borrower or any Operating Company Subsidiary thereof free and clear of all Liens (other than Liens in favor of the Secured Parties securing the Obligations) other than the following:

(a)           Inventory consisting of “perishable agricultural commodities” within the meaning of the Perishable Agricultural Commodities Act of 1930, as amended, and the regulations thereunder, or on which a Lien has arisen or may arise in favor of agricultural producers under comparable state or local laws;

(b)           Inventory located on leaseholds or in warehouses or with suppliers as to which no Landlord Waiver or Bailee’s Letter has been executed and is in effect; provided that in the case of Inventory located at a leased premises, no such Landlord Waiver or Bailee’s Letter shall be required for any such Inventory if an Eligibility Reserve (not to exceed the greater of (x) three-months’ rent payable with respect to such premises and (y) the actual past-due rent and other charges payable with respect to such premises) satisfactory to the Agent shall have been established with respect thereto;

(c)           Inventory that in any Borrower’s or any Borrower’s Operating Company Subsidiary’s good faith opinion, obsolete, unusable or otherwise unavailable for sale in the ordinary course of business of such Borrower or any such Operating Company Subsidiary; provided that any finished-goods Inventory older than 12 months old shall not be Eligible Inventory;

(d)           Inventory with respect to which the representations and warranties set forth in the Domestic Pledge and Security Agreements applicable to such Inventory are not true and correct;

(e)           Inventory consisting of promotional, marketing, packaging or shipping materials (other than generic packaging and shipping materials acceptable to the Agent in its reasonable discretion) and supplies;

20

(f)            Inventory that fails to meet all standards imposed by any Governmental Authority having regulatory authority over such Inventory or its use or sale;

(g)           Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party from whom any Borrower or any Operating Company Subsidiary thereof has received notice of a dispute in respect of any such agreement or that materially limits or restricts such Borrower’s or such Operating Company Subsidiary’s or the Agent’s right to sell or otherwise dispose of such Inventory;

(h)           Inventory that is not in the possession of or under the sole control of any Borrower or any Operating Company Subsidiary thereof (other than Inventory described in clause (b) above);

(i)            Inventory in respect of which the Collateral Documents, after giving effect to the related filings of financing statements, or other filings required to perfect security interests thereunder under local law, that have then been made, if any, does not or has ceased to create a valid and perfected first priority security interest and lien in favor of the Secured Parties securing the Obligations; and

(j)            Inventory of any Person which becomes a Subsidiary of Euramax U.S. in connection with, or as a result of, the Proposed Transaction (including, without limitation, the Proposed Transaction Acquisition Subsidiary and the Proposed Transaction Target and its Subsidiaries), until such time as such Person shall have executed and delivered all documents required to be executed pursuant to Section 6.23 hereof and the Agent shall have received, and found reasonably satisfactory, an audit of such Inventory as of a recent (as determined by Agent in its commercially reasonable discretion) date, whether such results arose from (i) any other audit performed in accordance with this Agreement, (ii) any audit performed in connection with any other transaction to which the Proposed Transaction Target (or any of its Affiliates) is or was party to, or (iii) an audit performed specifically for the purposes of including such Inventory (which audit shall be conducted at the Borrowers’ expense by a Person selected by the Agent and reasonably satisfactory to the Borrowers).

provided, however, that the Agent shall be permitted to establish a reserve in the amount of up to $2,000,000 to the amount of Eligible Inventory included in the determination of the Borrowing Base and the U.S. Borrowing Base with respect to the “work-in-process” Inventory (other than readily saleable “work-in-process” Inventory) of the Borrowers and the Operating Company Subsidiaries; provided further, however, that the Borrowers shall notify promptly the Agent if the amount of such non–readily saleable “work-in-process” Inventory exceeds $2,000,000, in which case the Agent shall be permitted in its reasonable judgment, after consultation with the Borrowers, to establish an Eligibility Reserve at that higher amount.

The value of Eligible Inventory shall be its book value determined in accordance with the “first–in, first–out” method of accounting for Inventory and in accordance with GAAP

21

unless the Agent determines, in its reasonable discretion (taking into consideration, among other factors, cost and liquidation value), that such Eligible Inventory shall be valued at a lower value, and determined in the Dollar Equivalent thereof in the case of any book value recorded in an Alternative Currency.

“Eligible Receivables” means the gross outstanding balance (determined in the Dollar Equivalent thereof in the case of any such balance in an Alternative Currency), less all finance charges, late fees and other fees which are unearned, sales, excise or similar taxes, and credits or allowances granted, of those Accounts of each Borrower and each Operating Company Subsidiary thereof arising out of sales of merchandise, goods or services in the ordinary course of business, made by such Borrower or such Operating Company Subsidiary to a Person which is not an Affiliate of such Borrower or such Operating Company Subsidiary or any other Loan Party, which are not in dispute, and which constitute Collateral in which the Agent has a fully perfected, first–priority security interest, and, if the account debtor is a U.S. Governmental Authority, such Borrower or such Operating Company Subsidiary has assigned its rights to payment of such account to the Agent pursuant to the Assignment of Claims Act of 1940, as amended, in the case of a federal U.S. Governmental Authority, and pursuant to applicable state law, if any, in the case of any other U.S. Governmental Authority, and such assignment has been accepted and acknowledged by the appropriate government officers; provided, however, that an Account shall in no event be an Eligible Receivable if:

(a)           such Account is more than (i) 90 days past due, according to the original terms of sale, or (ii)(A) 120 days past the original invoice date thereof with respect to any Account owing by an account debtor located within the United States, and (B) 180 days past the original invoice date thereof with respect to any Account owing by an account debtor located outside the United States;

(b)           any warranty contained in this Agreement or any other Loan Document with respect either to Accounts or Eligible Receivables in general or to such specific Account is not true and correct in all material respects with respect to such Account;

(c)           the account debtor on such Account has disputed liability or made any claim with respect to 20% or more of the other Accounts due from such account debtor to any Loan Party or any of its Subsidiaries;

(d)           the account debtor on such Account has filed a petition for bankruptcy or any other relief under any law relating to bankruptcy, insolvency, reorganization or relief of debtors; made an assignment for the benefit of creditors; had filed against it any petition or other application for relief under any such law; has failed, suspended business operations, become insolvent, called a meeting of its creditors for the purpose of obtaining any financial concession or accommodation, or had or suffered a receiver or a trustee to be appointed for all or a significant portion of its assets or affairs;

22

(e)           the account debtor on such Account or any of its Affiliates is also a supplier to or creditor of any Loan Party or any of its Subsidiaries unless such supplier or creditor has executed a no–offset letter satisfactory to the Agent.

(f)            the sale represented by such Account is to an account debtor outside the continental United States in the case of U.S. Operating Co. and its Operating Company Subsidiaries, or outside a European Core Country, in the case of Dutch Operating Co., U.K. Operating Co. and their respective Operating Company Subsidiaries, unless the sale is on letter of credit or acceptance terms reasonably acceptable to the Agent or the Agent shall agree to the inclusion of such Account in Eligible Receivables.

(g)           the sale to such account debtor on such Account is on a bill–on–hold, guaranteed sale, sale–and–return, sale–on–approval or consignment basis;

(h)           such Account is subject to a Lien in favor of any Person other than the Agent for the benefit of the Secured Parties;

(i)            such Account is subject to any deduction, offset, counterclaim, return privilege or other conditions other than ordinary course return policy;

(j)            the account debtor on such Account is located in Minnesota or New Jersey, unless such Borrower or such Operating Company Subsidiary (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a Notice of Business Activities Report with the appropriate office or agency of such state for the current year; or the account debtor on such Account is located in the State of Alabama or any other state the laws of which deny creditors access to its courts in the absence of qualification to do business as a foreign corporation in such state or in the absence of the filing of any required reports with such state, unless such Borrower or such Operating Company has qualified as a foreign corporation authorized to do business in Alabama or such state or has filed such required reports;

(k)           The Agent, in accordance with its customary criteria, deems such Account, in its sole judgment, exercised reasonably, ineligible;

(l)            50% or more of the outstanding Accounts of the account debtor of such Account that constituted Eligible Receivables at the time they arose have become, or have been determined by the Agent, in accordance with the provisions hereof, to be, ineligible;

(m)          the sale represented by such Account is denominated in a currency other than Dollars in the case of Accounts owing to U.S. Operating Co. and its Operating Company Subsidiaries, or a currency other than that of a European Core Country in the case of U.K. Operating Co. and its Operating Company Subsidiaries and Dutch Operating Co. and its Operating Company Subsidiaries;

(n)           The Agent believes, in its sole discretion, exercised reasonably, that the collection of such Account is insecure or that such Account may not be paid;

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(o)           such Account is not evidenced by an invoice or other writing in form acceptable to the Agent, in its sole discretion exercised reasonably and consistent with past practices;

(p)           any Loan Party or any of its Subsidiaries, in order to be entitled to collect such Account, is required to perform any additional service for, or perform or incur any additional obligation to, the Person to whom or to which it was made;

(q)           in the case of any account debtor whose Accounts represent more than 20% of the Eligible Receivables at such time (other than account debtors rated “A” or better by Standard & Poor’s Rating Service or Moody’s Investors Service, Inc.), all Accounts of such account debtor to the extent such Accounts would otherwise represent Eligible Receivables in excess of 20% of all Eligible Receivables at such time; or

(r)            such Account is payable to any Person which becomes a Subsidiary of Euramax U.S. in connection with, or as a result of, Proposed Transaction (including, without limitation, the Proposed Transaction Acquisition Subsidiary and the Proposed Transaction Target and its Subsidiaries), until such time as such Person shall have executed and delivered all documents required to be executed pursuant to Section 6.23 hereof and the Agent shall have received, and found reasonably satisfactory, an audit of such Accounts as of a recent (as determined by Agent in its commercially reasonable discretion) date, whether such results arose from (i) any other audit performed in accordance with this Agreement, (ii) any audit performed in connection with any other transaction to which the Proposed Transaction Target (or any of its Affiliates) is or was party to, or (iii) an audit performed specifically for the purposes of including such Accounts (which audit shall be conducted at the Borrowers’ expense by a Person selected by the Agent and reasonably satisfactory to the Borrowers).

“Ellbee Ltd.” means Ellbee Limited, a company incorporated under the laws of England and Wales.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“EMU legislation” means legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency (whether known as the euro or otherwise).

“Environmental Claim” means any written accusation, allegation, notice of violation, action, claim, Environmental Lien, demand or Order by any Person for personal injury (including sickness, disease or death), property damage, damage to the environment, nuisance, pollution, contamination or other adverse effects on the environment, fines, penalties or restrictions, in each case resulting from or based upon (a) a Release, the continuation of a Release or a threatened Release of, or exposure to, any Hazardous Material or any odor, audible noise or other nuisance, at, in, by, from or in connection with the operations of any Facility by any Loan Party or any of its Subsidiaries or any activities or operations thereof; (b) the environmental aspects of the

24

transportation, storage, treatment or disposal of Hazardous Materials; or (c) the violationof any Environmental Lawsor Environmental Permits or Orders relating to environmental matters connected with any Facility owned, leased or operated by any Loan Party or any of its Subsidiaries.

“Environmental Laws” means any applicable federal, state, local or foreign law (including common law), statute, code, ordinance, rule, regulation or directive or other legal requirement relating in any way to the protection of the environment, natural resources, or public or employee health and safety and includes, without limitation, CERCLA, RCRA, the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Safe Drinking Water Act, 42 U.S.C. § 300h et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., the Environmental Control Act of March 1, 1993 (Netherlands), Law No. 76–663 of July 19, 1976 (France) and European Directive 76/464 EEC of May 4, 1976 (EC), as such laws and regulations have been amended or supplemented.

“Environmental Liabilities and Costs” means, as to any Person, all liabilities, obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, fines, penalties, costs and expenses (including, without limitation, all fees, disbursements and expenses of counsel, experts and consultants and costs of, fines, penalties, sanctions and interest) arising under any Environmental Claim or Environmental Law.

“Environmental Lien” means any Lien in favor of any Governmental Authority arising under any Environmental Law.

“Environmental Permit” means any Permit required under any applicable Environmental Laws.

“Equipment” means all “equipment,” as such term is defined in the UCC and shall include all machinery, plant, equipment, furnishings, movable trade fixtures and vehicles.

“ERISA” means the Employee Retirement Income Security Act of 1974 (or any successor legislation thereto), as amended from time to time.

“ERISA Affiliate” means any corporation, trade or business (whether or not incorporated) under common control or treated as a single employer with any Loan Party within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means (a) a reportable event described in Section 4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA with respect to a Pension Plan; (b) the withdrawal of any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any

25

Loan Party or any ERISA Affiliate from any Multiemployer Plan or the notice of reorganization or insolvency of any Multiemployer Plan; (d) the filing of a notice of intent to terminate a Pension Plan or the treatment of a plan amendment as a termination under Section 4041 of ERISA; (e) the institution of proceedings by the PBGC to terminate or appoint a trustee to administer a Pension Plan or Multiemployer Plan; (f) the failure to make any required contribution to a Pension Plan or a Multiemployer Plan; (g) the imposition of a Lien under Section 412 of the Code or Section 302 of ERISA on any Loan Party or ERISA Affiliate; (h) any other event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA; (j) a non–exempt prohibited transaction (as described in Code Section 4975 or ERISA Section 406) shall occur with respect to any Plan; or (k) any Loan Party or ERISA Affiliate shall request a minimum funding waiver from the IRS with respect to any Pension Plan; provided, however, that acts or omissions described in clauses (a) through (k) herein with respect to Pension Plans or Multiemployer Plans maintained or contributed to by an ERISA Affiliate (and not by Euramax U.S. or any of its Subsidiaries) will not constitute an ERISA Event unless such acts and omissions are reasonably likely to have a Material Adverse Effect.

“Euramax” has the meaning specified in the preamble hereof.

“Euramax Guaranty” means the guarantee dated as of September 25, 1996, executed by Euramax in favor of the U.K. Trustee for the benefit of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

“Euramax International Holdings B.V.” means Euramax International Holdings B.V., a company organized under the laws of The Netherlands.

“Euramax International Holdings B.V. Guaranty” means the Guaranty dated as of August 6, 2003, executed by Euramax International Holdings B.V. in favor of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

“Euramax Share Pledge Agreement (French)” means the Share Pledge Agreement dated as of March 15, 2002, executed by Euramax, French Operating Co. and the Agent, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“Euramax Stock (U.K.) Pledge Agreement” means the legal mortgage of shares dated as of September 25, 1996, executed by Euramax and the U.K. Trustee, as amended, restated, supplemented or otherwise modified from time to time, pursuant to which Euramax mortgaged to the U.K. Trustee, for the ratable benefit of the Secured Parties, the Collateral referred to therein, including the Stock of U.K. Holdings and Newco U.K. II.

“Euramax U.S.” has the meaning specified in the preamble hereof.

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“Euramax U.S. Guaranty” means the Guaranty dated as of December 8, 1999, executed by Euramax U.S. in favor of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

“Euramax U.S. Share Pledge Agreement (Dutch)” means the share pledge agreement dated as of the Effective Date, executed by Euramax U.S. and the Agent and acknowledged by Euramax International Holdings B.V., as amended, restated, supplemented or otherwise modified from time to time; provided that only 65% of the Stock of Euramax International Holdings B.V. shall secure the Excluded U.S. Liabilities.

“Euramax U.S. Pledge Agreement (U.K.)” means the legal mortgage of shares dated as of December 8, 1999, executed by Euramax U.S., as amended, restated, supplemented or otherwise modified from time to time, pursuant to which Euramax U.S. mortgaged to the U.K. Trustee, for the benefit of the Secured Parties, the Collateral covered thereby, including the Stock of Newco U.K. to secure the Guarantied Obligations of Euramax U.S., provided that only 65% of the Stock of Newco U.K. shall secure the Excluded U.S. Liabilities.

“Euro” means the single currency of participating member states of the European Union.

“Euro Unit” means the currency unit of the Euro.

“Eurocurrency Lending Office” means, with respect to any Lender or the Issuer, (a) in the case of any Lender, the office of such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule II (or, if no such office is specified, its Domestic Lending Office), (b) in the case of the Issuer with respect to Letters of Credit issued for the account of Dutch Operating Co. or U.K. Operating Co., the same office of the Issuer as is specified as its “Eurocurrency Lending Office” opposite the Issuer’s name on Schedule II and (c) in the case of each Lender and the Issuer, such other office of such Lender or the Issuer as such Lender or the Issuer may from time to time specify to the Borrowers and the Agent.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurocurrency Loan” means any outstanding principal amount of the Loans of any Lender denominated in Dollars or in an Alternative Currency which, for an Interest Period, bears interest at a rate determined with reference to the Eurocurrency Rate.

“Eurocurrency Rate” means:

(a)           with respect to any Eurocurrency Loan made in Dollars, a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Agent pursuant to the following formula:

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                Eurocurrency Rate     =                                       LIBOR                   

                                                                                    1.00-Eurodollar Reserve Percentage

                                and

                (b)           with respect to any Eurocurrency Loan made in any Alternative Currency, a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) equal to LIBOR.

Each calculation by the Agent of the Eurocurrency Rate shall be conclusive and binding for all purposes, absent manifest error.  For purposes of this definition of “Eurocurrency Rate,” the following terms have the following meanings:

(x) “Eurodollar Reserve Percentage” shall mean, for any day with respect to any Eurocurrency Loan, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of Eurocurrency Liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

(y) “LIBOR” shall mean the rate of interest per annum determined on the basis of the rate for deposits in Dollars or any Alternative Currency, as applicable, in which the applicable Eurocurrency Loan is denominated for a period equal to the applicable Interest Period which appears on the Dow Jones Market Screen 3750 or the applicable Reuters Screen Page, as determined by the Agent in its sole discretion, at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%).  If, for any reason, such rate does not appear on Dow Jones Market Screen 3750 or the applicable Reuters Screen Page, then “LIBOR” shall be determined by the Agent to be the arithmetic average of the rate per annum at which deposits in Dollars or any Alternative Currency in which the applicable Eurocurrency Loan is denominated would be offered by first class banks in the London interbank market to the Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period.  Each calculation by the Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

“European Core Countries” means Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom or any other country which shall become a member of the European Economic Community.

“European Economic Community” means the community for common market and economic and monetary union created by the Treaty on European Union.

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“Event of Default” has the meaning specified in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded U.S. Liabilities” means all Revolving Credit Loans made to U.S. Operating Co., all Swing Loans made to U.S. Operating Co. and all interest payable on such Loans, all Letter of Credit Obligations of U.S. Operating Co., any and all other Obligations relating to any such Loans or Letter of Credit Obligations, and all obligations of Euramax U.S. or any of its Domestic Subsidiaries under any Loan Document, or under any Currency Contracts, Interest Rate Contracts, or Commodity Hedge Contracts entered into by Euramax U.S. or any such Subsidiary with any Currency Swap Party, Interest Rate Contract Party, or Commodity Hedge Party, as the case may be.

“Existing Credit Agreement” has the meaning given such term in the Preliminary Statements.

“Fabral Holdings” means Fabral Holdings, Inc., a Delaware corporation.

“Fabral, Inc.” means Fabral, Inc., a Delaware corporation.

“Facility” means any real or personal property owned, operated or leased for operations or other activities.

“Fair Market Value” means (a) with respect to any asset (other than a marketable security) at any date, the value of the consideration obtainable in a sale of such asset at such date assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as reasonably determined by the management of such Person for assets having a value of less than $500,000 and otherwise by the Board of Directors of such Person, or, if such asset shall have been the subject of a relatively contemporaneous appraisal by an independent third party appraiser, the basic assumptions underlying which have not materially changed since its date, as set forth in such appraisal; and (b) with respect to any marketable security at any date, the closing sale price of such security on the business day (on which any national securities exchange or any internationally recognized securities exchange in a European Core Country is open for the normal transaction of business) next preceding such date, as appearing in any published list of any national securities exchange or in the National Market List of the National Association of Securities Dealers, Inc. or any internationally recognized securities exchange in a European Core Country or, if there is no such closing sale price of such security, the final price for the purchase of such security at face value quoted on such business day by a financial institution of recognized standing which regularly deals in securities of such type.

“FASB” means the Financial Accounting Standards Board.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System

29

arranged by Federal funds brokers, as published for such day (or, if such day is not a business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Final Maturity Date” means October 8, 2008.

“Fiscal Quarter” means each period beginning on the Saturday immediately subsequent to the last day of the immediately prior Fiscal Quarter and ending on the last Friday of the immediately subsequent March, June, September and December, as the case may be.

“Fiscal Year” means each period beginning on the Saturday immediately subsequent to the last day of the immediately prior Fiscal Year and ending on the last Friday of December in the following year.

“Fixed Charges” means, for any Person for any period, the sum of (without duplication) (a) the Cash Interest Expense of such Person for such period, (b) the principal amount of Indebtedness for borrowed money of such Person and each of its Subsidiaries determined on a consolidated basis in conformity with GAAP having a scheduled due date during such period, (c) all amounts having a scheduled due date during such period payable by such Person and each of its Subsidiaries determined on a consolidated basis in conformity with GAAP on Capitalized Lease Obligations, (d) all cash dividends paid or required to be paid by such Person and its consolidated Subsidiaries on preferred stock in respect of such period, excluding those paid to a Person to enable such Person to pay taxes and ordinary operating expenses and (e) the total cash taxes actually payable by such Person in respect of such period.

“Foreign Collateral Documents” means the Dutch Collateral Documents, the U.K. Collateral Documents, the French Collateral Documents, and any other document executed by Euramax U.S. or any of its Subsidiaries, excluding any Domestic Collateral Document, pursuant to which Euramax U.S. or such Subsidiary shall pledge, mortgage, or grant any Lien or fixed or floating charge to secure any of the Obligations or Guarantied Obligations, as any such other document may be amended, restated, supplemented or otherwise modified from time to time.

“Foreign Holding Company” means each of Newco U.K., Euramax, Newco U.K. II, U.K. Holdings, Dutch Holdings, U.K. Company, Dutch Company and Euramax International Holdings B.V.

“Foreign Loan Party” any Loan Party, other than a Domestic Loan Party.

“Foreign Pension Plan” means each retirement, redundancy, statutory or voluntary profit sharing plan or statutory severance plan or arrangement covering individuals who are employed by any Loan Party or its Affiliate primarily outside of the United States and as to which any Loan Party has any direct or indirect obligation or liability for unfunded benefits thereunder.

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“Former Agent” has the meaning given such term in the Preliminary Statements.

“Former Collateral Agent” has the meaning given such term in the Preliminary Statements.

“Former U.K. Trustee” has the meaning given such term in the Preliminary Statements.

“French Collateral Documents” means each of the Dutch Holdings Share Pledge Agreement (French), the Euramax Share Pledge Agreement (French), and each of the 2003 French Amendatory Documents, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

 “French Operating Co.” means Euramax Industries S.A., a company organized under the laws of the Republic of France.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board, the American Institute of Certified Public Accountants and the statements and pronouncements of FASB and the U.S. Securities and Exchange Commission, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, which are applicable to the circumstances as of the date of determination except that, for purposes of Article V and the definitions used therein (but not when used other than in Article V), GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the audited financial statements for the Fiscal Year ended December 2002.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Gross–Up” has the meaning specified in Section 2.15(a).

“Group” means any related group with respect to a Person for purposes of Section 13(g) of the Exchange Act.

“Guarantied Obligations” means:

(a)           as to each Domestic Loan Party, (i) all Obligations, whether now or hereafter existing, and (ii) any and all expenses (including, without limitation, the reasonable fees and expenses of counsel) incurred by any of the Guarantied Parties in enforcing any rights under the Guaranty or any other Collateral Document made by such Domestic Loan Party; and

(b)           as to each Foreign Loan Party, (i) all Obligations, whether now or hereafter existing, excluding the Excluded U.S. Liabilities, and (ii) any and all expenses

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(including, without limitation, the reasonable fees and expenses of counsel) incurred by any Guarantied Parties in enforcing any rights under the Guaranty or any other Collateral Document executed by such Loan Party.

“Guarantied Parties” means the Agent, the U.K. Trustee, the Issuer, the Swing Loan Lender, the Lenders, each Currency Swap Party, Interest Rate Contract Party and/or Commodity Hedge Party that has entered into the Agency Agreement, and their respective successors and assigns.

“Guarantor” means each Domestic Loan Party and each Foreign Loan Party.

“Guaranty” means any Domestic Guaranty, any Dutch Guaranty or any U.K. Guaranty.

“Hazardous Material” means any substance, material or waste which is classified, characterized or otherwise regulated as hazardous, toxic, dangerous, a pollutant or a contaminant (or words of similar import) by any Governmental Authority and includes, without limitation, petroleum, petroleum products, asbestos, urea formaldehyde and polychlorinated biphenyls.

“Home Products” means Amerimax Home Products, Inc., a Delaware corporation.

“Improvements” has the meaning specified in Section 4.22(c).

“Indebtedness” of any Person means (a) all indebtedness of such Person for borrowed money (including, without limitation, reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured) or for the deferred purchase price of property or services, (b) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments, (c) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (d) all Capitalized Lease Obligations of such Person, (e) all Contingent Obligations of such Person, (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Stock or Stock Equivalents of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (g) all obligations of such Person under Interest Rate Contracts, Currency Contracts and Commodity Hedge Contracts, (h) all Indebtedness referred to in clause (a), (b), (c), (d), (e), (f), or (g) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including, without limitation, accounts and general intangibles) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, (i) in the case of the Loan Parties, the Obligations and Guarantied Obligations, (j) all liabilities of such Person for the return of

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deposits or payments on account, (k) the aggregate present value of all unfunded accrued benefit liabilities of such Person under each Domestic Pension Plan and Foreign Pension Plan (as calculated using reasonable actuarial assumptions reasonably acceptable to the Agent), (l) all liabilities of such Person that would be shown on a balance sheet of such Person prepared in conformity with GAAP and (m) all “Indebtedness” as defined in any Senior Subordinated Debt Document.  For purposes of determining the amount of Indebtedness of any Person under any Currency Contract, Interest Rate Contract or Commodity Hedge Contract, the amount of any obligations of such Person under such Currency Contract, Interest Rate Contract or Commodity Hedge Contract, as the case may be, shall be the amount that would be payable by such Person on the termination of such Currency Contract, Interest Rate Contract or Commodity Hedge Contract, as the case may be, in accordance with mark-to-market procedures.

“Indemnified Matters” has the meaning specified in Section 10.4(b).

“Indemnitee” means (a) the Agent, the U.K. Trustee and, except for purposes of Section 9.5, each Lender and the Issuer (but excluding any Lender, the Agent or any Affiliate thereof solely in its capacity as a holder of any equity of Euramax U.S. or of any Senior Subordinated Notes) and (b) the Agent’s, the U.K. Trustee’s and, except for purposes of Section 9.5, each such Lender’s and the Issuer’s respective Affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III hereof or of the Existing Credit Agreement).

“Intercompany Notes” means (i) each promissory note made by a Loan Party in favor of another Loan Party listed on Schedule 1.1-A hereto and (ii) each promissory note made after the Effective Date evidencing Indebtedness permitted under Section 7.2(a)(xv).

“Interest Period” means, in the case of any Eurocurrency Loan, (a) initially, the period commencing on the date such Eurocurrency Loan is made or on the date of conversion of a Base Rate Loan to such Eurocurrency Loan and, except as otherwise provided in Section 2.3, ending one, two, three or six months thereafter as selected by a Borrower in its Notice of Borrowing or IP Notice or in its Notice of Conversion or Continuation given to the Agent pursuant to Section 2.3 or 2.8 and (b) thereafter, if such Loan is continued, in whole or in part, as a Eurocurrency Loan pursuant to Section 2.8, a period commencing on the last day of the immediately preceding Interest Period therefor and, except as otherwise provided in Section 2.8, ending one, three or six months thereafter as selected by such Borrower in its Notice of Conversion or Continuation or IP Notice given to the Agent pursuant to Section 2.8; provided, however, that:

(i)            if any Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period

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into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a subsequent calendar month;

(iii)          no Borrower may select any Interest Period in respect of Loans having an aggregate principal amount of less than $500,000 (or the equivalent thereof in the applicable Alternative Currency);

(iv)          there shall be outstanding at any one time no more than (A) with respect to the Revolving Credit Loans, 10 Interest Periods in the aggregate and (B) with respect to the Term Loans 2 Interest Periods in the aggregate; and

(v)           in no event (including, without limitation, in connection with the making of a new Eurocurrency Loan, the continuation of a Eurocurrency Loan, or the conversion of a Base Rate Loan into a Eurocurrency Loan) may a Borrower select an Interest Period which, as selected, would end after the Final Maturity Date.

“Interest Rate Contract Party” means any Lender, the Agent, or any Affiliate of the Agent or a Lender, in each case in its capacity as a party to any Interest Rate Contract with a Loan Party.

“Interest Rate Contracts” means interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate insurance, and other agreements or arrangements designed to provide protection against fluctuations in interest rates.

“Inventory” has the meaning specified in the Collateral Documents.

“Investment” means, as to any Person, any loan or advance to any other Person, or the ownership, purchase or other acquisition of any Stock, Stock Equivalents, other equity interest, obligations or other securities of, or all or substantially all of the assets of, any other Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any other Person, or the entering into by such Person of any joint venture or partnership with, or the making or maintaining of, any capital contribution to, or other investment in, any other Person or the incorporation or organization of any Subsidiary.

“IP Notice” has the meaning specified in Section 2.8(a).

“IRS” means the Internal Revenue Service, or any successor thereto.

“Issuer” has the meaning specified in the preamble hereof.

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“Laminated Products” means Amerimax Laminated Products, Inc., an Indiana corporation.

“Land” means all of those plots, pieces or parcels of land now owned or hereafter acquired by any Loan Party or any of its Subsidiaries, including, without limitation, those listed on Schedule 4.22(a) and described in the Domestic Mortgages, the Dutch Mortgages, and the U.K. Debentures.

“Landlord Waiver” means a letter, in form and substance acceptable to the Agent, executed by the landlord of any real property on which the Inventory of a Loan Party is located, pursuant to which such landlord, among other things, waives any Lien such landlord may have in respect of such Inventory.

“L/C Cash Collateral Account” has the meaning specified in Section 8.4(a).

“Leases” means, with respect to any Loan Party or any of its Subsidiaries, all of those leasehold estates in real property now or hereafter owned by such Loan Party or such Subsidiary, as lessee, as such may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted by this Agreement.

“Legal Proceedings” means any judicial, administrative or arbitral actions, suits, proceedings (public or private), claims or governmental proceedings.

“Lenders” has the meaning specified in the preamble hereof.

“Letter of Credit” has the meaning specified in Section 2.18.

“Letter of Credit Obligations” means, at any time, all liabilities at such time of any Borrower to the Issuer with respect to Letters of Credit, whether or not any such liability is contingent, and includes the sum of (a) the Reimbursement Obligations at such time and (b) the Letter of Credit Undrawn Amounts at such time.

“Letter of Credit Reimbursement Agreement” has the meaning specified in Section 2.18(c).

“Letter of Credit Request” has the meaning specified in Section 2.18(d).

“Letter of Credit Undrawn Amounts” means, at any time, the aggregate undrawn face amount of all Letters of Credit outstanding at such time.

“Level I Rate Period” means each Fiscal Quarter (a) as at the end of which the Ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day is equal to or greater than 4.25 to 1.00, as reflected in a Ratio Notice or (b) with respect to which no Ratio Notice shall have been timely delivered for such four Fiscal Quarter period.

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“Level II Rate Period” means each Fiscal Quarter as at the end of which the Ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day is equal to or greater than 3.75 to 1.00 and less than 4.25 to 1.00, as reflected in the Ratio Notice for such four Fiscal Quarter period.

“Level III Rate Period” means each Fiscal Quarter as at the end of which the Ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day is equal to or greater than 3.25 to 1.00 and less than 3.75 to 1.00, as reflected in the Ratio Notice for such four Fiscal Quarter period.

“Level IV Rate Period” means each Fiscal Quarter as at the end of which the ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day is less than 3.25 to 1.00, as reflected in the Ratio Notice for such four Fiscal Quarter period.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever intended to assure payment of any Indebtedness or other obligation, including, without limitation, any conditional sale or other title retention agreement, the interest of a lessor under a Capitalized Lease Obligation, any financing lease having substantially the same economic effect as any of the foregoing, and the filing, under the Uniform Commercial Code or comparable law of any jurisdiction, of any financing statement naming the owner of the asset to which such Lien relates as debtor.

“Loan” means a Revolving Credit Loan, a Swing Loan, or a Term Loan made by a Lender to a Borrower pursuant to Article II, and refers to a Base Rate Loan or a Eurocurrency Loan.

“Loan Documents” means, collectively, (a) this Agreement, the Notes, the Guaranties, the Collateral Documents, each Process Agent letter delivered hereunder or under any other Loan Document, each Letter of Credit Reimbursement Agreement, the Domestic Amendatory Agreement, the Domestic Consent Agreement, the Second Domestic Consent Agreement, the 2003 Domestic and Dutch Amendatory and Consent Agreement, the U.K. Consent Agreement, the Second U.K. Consent Agreement, the Third U.K. Consent Agreement, the 2003 U.K. Consent Agreement, the Amendment and Restatement Agreement, the U.K. Trust Deed, and the 2003 U.K. Collateral Trust Deed, (b) provided that the Currency Swap Party, Interest Rate Contract Party or Commodity Hedge Party under any Currency Contract, Interest Rate Contract or Commodity Hedge Contract, as the case may be, with any Loan Party shall have entered into the Agency Agreement, such Currency Contract, Interest Rate Contract or Commodity Hedge Contract, as the case may be, (c) the Agency Agreement, (d) the Post-Closing Letter, and (e) each certificate, agreement or document executed by a Loan Party and delivered to the Agent, the U.K. Trustee, the Issuer, any Lender or any such Currency Swap Party, Interest Rate Contract Party or Commodity Hedge Party in connection with or pursuant to any of the foregoing other than the Related Documents.

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“Loan Party” means Euramax U.S. and each of its Subsidiaries and Affiliates which has executed, or from time to time executes, a Loan Document, and their respective successors and assigns.

“Majority Lenders” means, at any time, Lenders having at least a majority of the unused Revolving Credit Commitments or, if the Revolving Credit Commitments are no longer in effect, Lenders holding at least a majority of outstanding Loans, excluding Swing Loans, at such time, provided that, for purposes of this definition, no outstanding Swing Loan shall constitute the usage of any Lender’s Commitments; provided, further that if, at the time of determination of “Majority Lenders,” there are three or more Lenders, then the number of Lenders constituting “Majority Lenders” shall be at least 3 Lenders.  For purposes of determining Majority Lenders, any amounts denominated in an Alternative Currency shall be the Dollar Equivalent thereof.

“Mandatory Cost Rate” means, with respect to any Lender, Agent or the Issuer, any cost of compliance by such Lender, Agent, or Issuing Bank with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any authority which replaces all or any of its functions) and/or (b) the requirements of the European Central Bank.

“Material Adverse Change” means a material adverse change in any of (a) the condition (financial or otherwise), business, performance, prospects, operations or properties of Euramax U.S. and its Subsidiaries, taken as one enterprise, (b) the legality, validity or enforceability of any Loan Document or any Related Document, (c) the perfection or priority of the Liens granted pursuant to the Collateral Documents, (d) the collective ability of the Loan Parties to either (i) repay their respective Obligations and/or Guarantied Obligations or (ii) perform their obligations under the Loan Documents or (e) the rights and remedies of the Lenders, the Issuer or the Agent under the Loan Documents.

“Material Adverse Effect” means an effect that results in or causes, or has a reasonable likelihood of resulting in or causing, a Material Adverse Change.

“Material Intellectual Property Rights” has the meaning specified in Section 4.21(a).

“Maximum Amount of Revolver Liabilities” means, at any time, the lesser of (a) the Borrowing Base at such time and (b) the Revolving Credit Commitments at such time.

“Maximum Amount of Revolver Liabilities of U.S. Operating Co.” means, at any time, the lesser of (a) the U.S. Borrowing Base at such time and (b) the Revolving Credit Commitments at such time.

“Maximum Rate” has the meaning specified in Section 2.9(e).

“Multiemployer Plan” means, as of any applicable date, a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, and to which any Loan Party, any of its

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Subsidiaries or any ERISA Affiliate is making, is obligated to make, or within the six–year period ending at such date, has made or been obligated to make, contributions on behalf of participants who are or were employed by any of them.

“National Currency Unit” means the unit of currency (other than a Euro Unit) of a participating member state.

“Net Income (Loss)” means, for any Person for any period, the aggregate of net income (or loss) from continuing operations of such Person and its Subsidiaries for such period, determined on a consolidated basis in conformity with GAAP.

“Net Interest Expense” means, for any Person for any period, gross interest expense of such Person and its Subsidiaries for such period determined on a consolidated basis in conformity with GAAP, less the following for such Person and its Subsidiaries determined on a consolidated basis in conformity with GAAP:  (a) the sum of (i) interest capitalized during construction for such period, (ii) interest income for such period, and (iii) gains for such period on Interest Rate Contracts (to the extent not included in interest income above and to the extent not deducted in the calculation of such gross interest expense), plus the following for such Person and its Subsidiaries determined on a consolidated basis in conformity with GAAP:  (b) losses for such period on Interest Rate Contracts (to the extent not included in such gross interest expense and to the extent not excluded from interest income).

“New Lenders” has the meaning given such term in the Preliminary Statements.

“Newco U.K.” has the meaning specified in the preamble hereof.

“Newco U.K. Guaranty” means the guarantee dated as of December 21, 1999, executed by Newco U.K. in favor of the U.K. Trustee for the benefit of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

“Newco U.K. Pledge Agreement (U.K.)” means the legal mortgage of shares dated as of December 21, 1999, executed by Newco U.K., as amended, restated, supplemented or otherwise modified from time to time, pursuant to which Newco U.K. mortgaged to the U.K. Trustee, for the ratable benefit of the Secured Parties, the Collateral covered thereby, including the Stock of Euramax, to secure the Guarantied Obligations of Newco U.K; provided that only 65% of the Stock of Euramax shall secure the Excluded U.S. Liabilities.

“Newco U.K. II” has the meaning specified in the preamble hereof.

“Newco U.K. II Guaranty” means the guarantee dated as of December 10, 1999, executed by Newco U.K. II in favor of the U.K. Trustee  for the benefit of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

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“Newco U.K. II Share Pledge Agreement” means the share pledge agreement dated as of the Effective Date, executed by Newco U.K. II, Euramax, Newco U.K., Euramax U.S., and Euramax International Holdings B.V., in favor of the Agent, as amended, restated, supplemented or otherwise modified from time to time, pursuant to which the Loan Parties thereto pledge to the Agent, for the ratable benefit of the Secured Parties, the Collateral covered thereby, including the Stock of Dutch Holdings to secure the Guarantied Obligations of such Loan Parties.

“Non–Cash Interest Expense” means, for any Person for any period, the sum of the following amounts to the extent included in Net Interest Expense of such Person for such period:  (a) the amount of amortized debt discount, (b) charges relating to write–ups or write–downs in the book or carrying value of existing Indebtedness, (c) the amortization of upfront costs or fees for such period associated with the financing contemplated hereby and Interest Rate Contracts (to the extent not included in gross interest expense) and (d) interest paid in kind on other Indebtedness permitted by Section 7.2(a).

“Non–Domestic Subsidiary” means, as to any Person, any Subsidiary of such Person other than a Domestic Subsidiary.

“Non–Funding Lender” has the meaning specified in Section 2.14(f).

“Notes” means, collectively, the Revolving Credit Notes and the Term Notes.

“Notice of Borrowing” has the meaning specified in Section 2.3(a).

“Notice of Conversion or Continuation” has the meaning specified in Section 2.8(b).

“Obligation Currency” has the meaning specified in Section 10.9(e).

“Obligations” means the Loans, the Letter of Credit Obligations and all other advances, debts, liabilities, obligations (including, without limitation, all interest, charges, expenses, fees, attorneys’ fees and disbursements and any other sum chargeable to any Loan Party under this Agreement or any other Loan Document), covenants and duties owing by any Loan Party to the Agent, the Collateral Agent (under the Existing Credit Agreement), the U.K. Trustee, any Lender, the Issuer, any Affiliate of any of them, any Indemnitee or any Currency Swap Party, Interest Rate Contract Party or Commodity Hedge Party that has executed the Agency Agreement, of every type and description, present or future, whether or not evidenced by any note, guaranty or other instrument, arising under this Agreement or any other Loan Document, whether or not for the payment of money, loan, guaranty, indemnification, foreign exchange transaction, Currency Contract, Interest Rate Contract, Commodity Hedge Contract or in any other manner, whether direct or indirect (including, without limitation, those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, but excluding any obligations owing to any Lender or the

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Agent (or any Affiliate of any thereof) solely in its capacity as a holder of any equity of Euramax U.S. or any Senior Subordinated Notes.

“OECD” means the Organization for Economic Cooperation and Development.

“Operating Company” means any of U.S. Operating Co., U.K. Operating Co., and Dutch Operating Co.

“Operating Company Subsidiary” means:

(a)           as to U.S. Operating Co., each of (i) Building Products, (ii) Coated Products U.S., (iii) Laminated Products, (iv) Fabral Holdings, (v) Fabral, Inc., (vi) Richmond Company, (vii) AFC, (viii) Home Products, and (ix) Diversified Products;

(b)           as to U.K. Operating Co., Coated Products U.K. and Ellbee Ltd.;

(c)           as to Dutch Operating Co., Coated Products B.V.;

(d)           as to any Loan Party referred to in clause (a), (b) or (c) above, but without waiving any provision of this Agreement or any other Loan Document, any Person who, after the Effective Date, shall become a wholly owned Subsidiary of such Loan Party; and

(e)           Euramax, or any Person (other than those referred to in clauses (a), (b), (c), and (d)) which, on or after the Effective Date, is or becomes a Subsidiary of Euramax U.S., if Euramax or such Person owns (or has rights with respect to) any operating assets or generates any operating revenues.

“Order” means any order, injunction, judgment, decree, ruling, assessment or arbitration award.

“Other Currency” has the meaning specified in Section 10.9(e).

“Other Taxes” has the meaning specified in Section 2.15(b).

“Paribas Dutch Collateral Releases” means those documents, in number, form, and substance reasonably satisfactory to the Agent, in which Paribas, as the Former Agent, releases all of its interests and Liens in and to the Collateral described in any “Dutch Collateral Document” (as such term is defined in the Existing Credit Agreement).

“Participating member state” means each state so described in any EMU legislation.

“Payment” has the meaning specified in Section 2.16(b).

“Payment Office” means, for Dollars, the principal office of the Agent in Charlotte, North Carolina, located on the date hereof at the Payment Office address of the

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Agent referred to in Section 10.2, and, for any Alternative Currency, such office of the Agent as shall be from time to time selected by the Agent and notified by the Agent to the Borrowers and the Lenders.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Pension Plan” means a plan, other than a Multiemployer Plan, which is covered by Title IV of ERISA or Code Section 412 and which any Loan Party, any of its Subsidiaries or any ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them.

“Permit” means any permit, approval, authorization, license, variance, registration, permission or consent required from a Governmental Authority under an applicable Requirement of Law.

“Permitted Corporate Transactions” means each of (a) the Proposed Transaction and (b) the Dutch Holding Company Transaction.

“Permitted Existing Indebtedness” means all Indebtedness listed on Schedule 7.2(a).

“Permitted Secured U.K. Debt” has the meaning specified in Section 7.2(a)(xii).

“Permitted Stock Payment” means (a) the declaration and payment of dividends on the common stock of Euramax U.S. or (b) the repurchase by Euramax U.S. of its common stock; provided that each such action is taken in accordance with the terms hereof (including, without limitation, the terms of Section 7.4(a)(vii)).

“Person” means an individual, partnership, corporation (including, without limitation, a business trust and a limited liability company), joint stock company, trust, unincorporated association, joint venture or other entity, or a Governmental Authority.

“Plan” means an employee benefit plan, as defined in Section 3(3) of ERISA, which Euramax U.S. or any of its Subsidiaries maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them.

“Pledged Shares” means (a) the capital stock which has been pledged or mortgaged by a Loan Party pursuant to a Collateral Document and (b) any capital stock which, pursuant to a Collateral Document, is subject to any Lien in favor of the Agent, the U.K. Trustee, the Guarantied Parties, or the Secured Parties.

“Post-Closing Letter” means a letter, in form and substance reasonably satisfactory to the Agent, from Euramax U.S. to the Agent, in which Euramax U.S. agrees to certain undertakings to be performed after the Effective Date, but within the time periods set forth therein, with respect to the execution and delivery of additional Loan

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Documents by the Loan Parties and the delivery of documents, instruments, or agreements specified therein, as such letter may be amended, restated, supplemented, or otherwise modified from time to time by written agreement of Euramax U.S. and the Agent.

“Preference Shares” means $34,000,000 in aggregate amount of 14% cumulative preference shares (plus the amount of accrued or accumulated but unpaid dividends thereon) issued by Euramax U.S.

“Prime Rate” shall mean the rate which Wachovia announces from time to time as its prime lending rate, as in effect from time to time.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  Wachovia (and its Affiliates) may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Process Agent” has the meaning specified in Section 10.9.

“Projections” means the financial projections set forth on Schedule IV covering the fiscal years ending in 2003 through 2007, inclusive, delivered to the Lenders by Euramax U.S.

“Proposed Transaction” means a transaction pursuant to which Euramax U.S., or one of its Subsidiaries will create the Proposed Transaction Acquisition Subsidiary, the Proposed Transaction Acquisition Subsidiary will acquire at least a majority of the Stock of the Proposed Transaction Target pursuant to a tender offer made pursuant to the Proposed Transaction Documents, and, thereafter, the Proposed Transaction Acquisition Subsidiary will merge with the Proposed Transaction Target; provided, however, that such transaction, in addition to the foregoing, is undertaken and consummated in accordance with the terms hereof (including, without limitation, Section 7.6(k)).

“Proposed Transaction Acquisition Subsidiary” means a corporation organized under the laws of a state of the United States of America and wholly-owned, directly or indirectly, by U.S. Operating Co. and incorporated solely for the purposes of consummating the Proposed Transaction; provided that Euramax U.S. may designate any other wholly-owned Subsidiary to be the Proposed Transaction Acquisition Subsidiary by written notice to the Agent.

“Proposed Transaction Documents” means each of (a) Agreement and Plan of Merger by and among Euramax International, Inc., the Proposed Transaction Acquisition Subsidiary, and the Proposed Transaction Target; (b) Tender and Option Agreement by and among Euramax International, Inc., the Proposed Transaction Acquisition Subsidiary,  the Proposed Transaction Target, and the Shareholders of the Proposed Transaction Target named therein; (c) Stock Option Agreement by and among Euramax International, Inc., the Proposed Transaction Acquisition Subsidiary, and the Proposed Transaction Target; and (d) all other documents, instruments, and agreements delivered pursuant to or in connection therewith, each in form and substance reasonably

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satisfactory to the Agent, as any such documents may be amended from time to time with the consent of the Agent, which consent will not be unreasonably withheld or delayed.

“Proposed Transaction Target” means a corporation organized under the laws of a state within the United States of America, which corporation shall have been identified in a writing delivered to the Agent by Euramax U.S. before the Effective Date.

“Qualifying Shares” means shares of Stock of any Person issued to shareholders (other than the parent company of such Person) or directors of such Person to the extent required by any applicable Requirement of Law.

“Ratable Portion” means, except as otherwise specifically provided herein:

(a)           with respect to any Lender and in the context of the Revolving Credit Loans or the Revolving Credit Commitments, the quotient obtained by dividing the Revolving Credit Commitment of such Lender by the Revolving Credit Commitments of all Lenders or, if the Revolving Credit Commitments are no longer in effect, the quotient obtained by dividing the outstanding principal amount of the Loans of such Lender by the outstanding principal amount of the Loans of all Lenders; and

(b)           with respect to any Lender and in the context of the Term Loans or the Term Loan Commitments, the quotient obtained by dividing the Term Loan Commitment of such Lender by the Term Loan Commitments of all Lenders.

“ratably” means, except as otherwise specifically provided herein, that payments of principal of the Revolving Loans and Term Loans to a given Lender, as applicable, and interest thereon shall be made in accordance with such Lender’s Ratable Portion.

“Ratio Notice” means, a written notice, delivered by Euramax U.S. to the Agent, the Issuer and each Lender within 45 days after the last day of any Fiscal Quarter, pursuant to which the Chief Financial Officer of Euramax U.S. shall have certified the Ratio of Total Debt to EBITDA for the period consisting of the four consecutive Fiscal Quarters ended on such last day.

“Ratio of Total Debt to EBITDA” means, the ratio of (a) the sum of (i) Senior Indebtedness of Euramax U.S. and its Subsidiaries plus (ii) any amounts outstanding under the Senior Subordinated Notes issued by Euramax and its Subsidiaries to (B) EBITDA of Euramax U.S. and its Subsidiaries.

“RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.

“Real Estate” means all Land, together with the right, title and interest of Euramax U.S. or any of its Subsidiaries in and to the streets, the land lying in the bed of any streets, roads or avenues, opened or proposed, in front of, adjoining or abutting the Land to the center line thereof, the air space and development rights pertaining to the Land and the right to use such air space and development rights, all rights of way,

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privileges, liberties, tenements, hereditaments and appurtenances belonging or in any way appertaining thereto, all fixtures, all easements now or hereafter benefiting the Land and all royalties and rights appertaining to the use and enjoyment of the Land, including, without limitation, all alley, vault, drainage, mineral, water, oil and gas rights, together with all of the buildings and other improvements now or hereafter erected on the Land, and any fixtures appurtenant thereto.

“Reallocation” means the allocation and purchase of participations in the Loans, the Letter of Credit Obligations and collections thereunder pursuant to Section 8.3.

“Reallocation Exchange” means the participations purchased by the Lenders pursuant to Section 8.3.

“Reallocation Percentage” means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Designated Obligations owed to such Lender immediately prior to the date that any Bankruptcy Event occurs and (b) the denominator shall be the aggregate Designated Obligations owed to all the Lenders immediately prior to such date.  For purposes of computing each Lender’s Reallocation Percentage, all Designated Obligations which are denominated in an Alternative Currency shall be the Dollar Equivalent thereof, determined as of the date that any Bankruptcy Event occurs.

“Register” has the meaning specified in Section 10.7(c).

“Registration Rights Agreement” means the Registration Rights Agreement dated September 25, 1996, among Euramax U.S. and the shareholders of Euramax U.S., as such agreement may be amended by the Amended and Restated Registration Rights Agreement, among Euramax U.S. and the shareholders of Euramax U.S., in the form presented to the Lenders on April 15, 2003 (together with such changes as may be approved by the Administrative Agent prior to the execution and delivery thereof), and as such amended and restated agreement may be otherwise amended, restated, supplemented or otherwise modified from time to time to the extent permitted by this Agreement.

“Reimbursement Obligations” means all matured reimbursement or repayment obligations of any Borrower to the Issuer with respect to Letters of Credit issued for such Borrower account pursuant to Letter of Credit Reimbursement Agreements between the Issuer and such Borrower.

“Related Claims” means (a) in respect of any Borrower, all Obligations of such Borrower in respect of any Loans that comprise the Term Loans, the Revolving Credit Loans, the Revolving Credit Commitments, the Swing Loans and the Letter of Credit Obligations and (b) in respect of any other Loan Party, all Guarantied Obligations of such Loan Party in respect of any Loans and the Letter of Credit Obligations that are denominated in the same currency.

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“Related Documents” means each Intercompany Note, the Tax Allocation Agreement, the organizational documents for Euramax U.S., the certificate of designation (or other similar document, if any) for the Preference Shares, the Stockholders Agreement, the Registration Rights Agreement, the Senior Subordinated Debt Documents, the Advisory Agreement and the Stock Purchase Agreement (together with the certificate delivered to the Lenders to certify as to the consummation of the stock transfers contemplated in the Stock Purchase Agreement), and each other document and instrument executed with respect thereto or with respect to (a) any of the foregoing documents or instruments, (b) the issuance of the Senior Subordinated Notes, (c) the Existing Credit Agreement and the Loan Documents referred to therein, (d) the issuance of the Preference Shares or the equity of Euramax U.S., or (e) the management of Euramax U.S.

“Related Fund” means, with respect to any Lender that is a fund that invests in bank loans and is advised or managed by the same investment advisor as such Lender.

“Related Lenders” means all Lenders holding Related Claims.

“Release” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the environment, whether or not it is sudden or accidental.

“Remedial Action” means all actions, including without limitation any Capital Expenditures, required or voluntarily undertaken to (a) clean up, remove or treat any Hazardous Material following a Release of such Hazardous Material, (b) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material, (c) perform studies and investigations before, or monitoring and maintenance after, any clean–up, treatment or removal action or (d) bring Facilities into material compliance with all Environmental Laws and Environmental Permits.

“Requirement of Law” means, as to any Person, the certificate of incorporation and by–laws or other organizational or governing documents of such Person, and all foreign, federal, state and local laws, rules and regulations, including, without limitation, foreign, federal, state or local securities, antitrust and licensing laws, any foreign, federal, state or local laws or regulations concerning physicians, nurses and psychologists, all food, health and safety laws, and all applicable trade laws and requirements, including, without limitation, all disclosure requirements of Environmental Laws, ERISA and all orders, judgments, decrees or other determinations of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means, with respect to any Person, any of the principal executive officers or general partners of such Person and, in the case of a limited liability company, any member thereof.

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“Revolving Credit Commitment” means, as to each Lender, the commitment, if any, of such Lender to make Revolving Credit Loans to the Borrowers pursuant to Section 2.1 in the aggregate principal amount outstanding not to exceed the Dollar amount (or the equivalent thereof in the applicable Alternative Currency determined in accordance with Section 2.16(c)) set forth opposite such Lender’s name on Part 1 of Schedule I under the caption “Revolving Credit Commitment,” as such amount may be reduced or modified pursuant to this Agreement.

“Revolving Credit Lender” means a Lender having a Revolving Credit Commitment.

“Revolving Credit Loan” means any loan made by a Revolving Credit Lender to any Borrower pursuant to Section 2.1(a).

“Revolving Credit Note” means any U.S. Operating Co. Revolving Credit Note, U.K. Operating Co. Revolving Credit Note, Dutch Operating Co. Revolving Credit Note or Dutch Company Revolving Credit Note.

“Revolving Credit Ratable Portion” means, at any time with respect to any Revolving Credit Lender, the amount obtained by dividing such Revolving Credit Lender’s Revolving Credit Commitment at such time by the Revolving Credit Commitments of all Revolving Credit Lenders at such time.

“Richmond Company” means Amerimax Richmond Company, an Indiana corporation.

“Second Domestic Consent Agreement” means the Second Domestic Consent Agreement dated as of March 15, 2002, among the Loan Parties party thereto, the U.K. Trustee and the Agent.

“Second U.K. Consent Agreement” means the Second U.K. Consent Agreement dated as of April 10, 2000, among Euramax, U.K. Holdings, U.K. Company, U.K. Operating Co., Coated Products U.K., Ellbee Ltd. and the U.K. Trustee.

“Secured Parties” means the Lenders, the Issuer, the Swing Loan Lender, each Currency Swap Party, Interest Rate Contract Party and Commodity Hedge Party that has entered into the Agency Agreement, the Agent, the U.K. Trustee and their respective successors and assigns.

“Securities Account” has the meaning assigned to such term in the Domestic Pledge and Security Agreements.

“Senior Indebtedness” means, collectively, with respect to Euramax U.S. (i) the Obligations, (ii) all Capitalized Lease Obligations of Euramax U.S. and its Subsidiaries, and (iii) any additional Indebtedness of Euramax U.S. and its Subsidiaries for borrowed money which is either secured or not subordinated to the payment of the Obligations.

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“Senior Subordinated Debt Documents” means the Senior Subordinated Indenture and the Senior Subordinated Notes.

“Senior Subordinated Indenture” means the Indenture dated as of August 6, 2003, made by Euramax U.S. and Euramax International Holdings B.V., as issuers, in favor of the Trustee thereunder, pursuant to which the Senior Subordinated Notes were issued, as said Indenture may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted by this Agreement.

“Senior Subordinated Notes” means $200,000,000 in aggregate principal amount of 8 1/2 % Senior Subordinated Notes due 2011 issued by Euramax U.S. and Euramax International Holdings B.V. pursuant to the Senior Subordinated Indenture, including, without limitation, notes issued in replacement or in exchange thereof pursuant to the Registration Rights Agreement dated as of August 6, 2003, or pursuant to the terms of the Senior Subordinated Indenture.

“Solvency Certificate” means a certificate, substantially in the form of Exhibit Q, executed and delivered to the Agent by Euramax U.S. pursuant to Section 3.1(k).

“Solvent” means, with respect to any Person, that the value of the assets of such Person (both at fair value and present fair saleable value) is, on the date of determination, greater than the total amount of liabilities (including, without limitation, contingent and unliquidated liabilities) of such Person as of such date and that, as of such date, such Person is able to pay all liabilities of such Person as such liabilities mature and does not have unreasonably small capital.  In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Leases” means the Leases relating to the real properties listed on Schedule 1.1-B hereto.

“Stock” means shares of capital stock, preference shares, ordinary shares, beneficial or partnership interests, membership interests, participations or other equivalents (regardless of how designated) of or in a corporation or equivalent entity, whether voting or non–voting, and includes, without limitation, common stock and preferred stock.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any stock, whether or not presently convertible, exchangeable or exercisable.

“Stockholders Agreement” means the Securities Holders Agreement dated as of April 15, 2003, among Euramax U.S. and the stockholders thereof, as such agreement may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted by this Agreement.

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“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of April 15, 2003, by and among CVC European Equity Limited, a Jersey, Channel Islands company, Paribas and certain other holders of Stock of Euramax U.S., as Sellers, and CVC, as Buyer.

“Subsidiary” means, with respect to any Person, any corporation, partnership or other business entity of which an aggregate of 50% or more of the outstanding Stock having ordinary voting power to elect a majority of the board of directors, managers, trustees or other controlling persons, is, at the time, directly or indirectly, owned or controlled by such Person and/or one or more Subsidiaries of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency).

“Substitute Eurocurrency Rate” has the meaning specified in Section 2.10(d)(ii).

“Substitute Rate Notice” has the meaning specified in Section 2.10(d)(ii).

“Swing Loan” has the meaning specified in Section 2.19.

“Swing Loan Availability” means, at any time with respect to U.S. Operating Co., an amount equal to the lower of (a)(i) the Swing Loan Sublimit minus (ii) the aggregate principal amount of the Swing Loans outstanding at such time and (b) the Available U.S. Credit at such time.

“Swing Loan Lender” means Wachovia, or such other Lender who, with the written consent of the Agent and U.S. Operating Co., shall agree to act as the Swing Loan Lender.

“Swing Loan Sublimit” means an aggregate of $5,000,000.

“Tax Affiliate” means, as to any Person, (a) any Subsidiary of such Person, and (b) any Affiliate of such Person with which such Person files or is eligible to file consolidated, combined or unitary tax returns.

“Tax Allocation Agreement” means the Tax Sharing Agreement dated as of September 25, 1996, by and among the Domestic Loan Parties, as amended, restated, supplemented or otherwise modified from time to time to the extent permitted by this Agreement.

“Tax Return” has the meaning specified in Section 4.3.

“Taxes” has the meaning specified in Section 2.15(a).

“Term Loan” means the loan made by the Lenders to the Term Loan Borrower pursuant to Section 2.1-A.

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“Term Loan Borrower” means the U.K. Operating Co.

“Term Loan Commitment” means, as to each Lender, the commitment, if any, of such Lender to make the Term Loan on the date set forth below in Section 2.1-A to the Term Loan Borrower pursuant to Section 2.1-A in the aggregate principal amount outstanding not to exceed the Dollar amount (or the equivalent thereof in the applicable Alternative Currency determined in accordance with Section 2.16(c)) set forth opposite such Lender’s name on Part 2 of Schedule I under the caption “Term Loan Commitment.”

“Term Loan Commitment Termination Date” means the earlier to occur of (a) the Termination Date and (b) October 31, 2003.

“Term Notes” means each of the Term Loan Notes, each substantially in the form of Exhibit A-5 and each made by the Term Loan Borrower payable to a Lender, in each case evidencing the Term Loan Borrower’s Obligations to such Lender on account of the Term Loan (if any) made by such Lender to the Term Loan Borrower, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Termination Date” means the earlier of (a) the Final Maturity Date and (b) the date of termination in whole of the Revolving Credit Commitments pursuant to Section 8.2.

“Third U.K. Consent Agreement” means the Third U.K. Consent Agreement dated as of March 15, 2002, among Newco U.K., Newco U.K. II, Euramax, U.K. Holdings, U.K. Company, U.K. Operating Co., Coated Products U.K., Ellbee Ltd. and the U.K. Trustee.

“Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 7, 1992, and came into force on November 1, 1993), as amended from time to time.

“TSDF” has the meaning specified in Section 4.19(b).

“United States” and “U.S.” each means the United States of America.

“U.K. Collateral Documents” means each of each U.K. Debenture, the U.K. Company Pledge Agreement, the Euramax U.S. Pledge Agreement (U.K.), the Newco U.K. Pledge Agreement (U.K.), the Euramax Stock (U.K.) Pledge Agreement, the U.K. Holdings Pledge Agreement, the U.K. Company Pledge Agreement, the U.K. Operating Co. Pledge Agreement, the U.K. Consent Agreement, the Second U.K. Consent Agreement, the Third U.K. Consent Agreement, the 2003 U.K. Consent Agreement, the U.K. Trust Deed, the Amendment and Restatement Agreement, and the 2003 U.K. Collateral Trust Deed, each governed by the laws of England and Wales, and any other document executed by Euramax U.S. or a Subsidiary thereof and governed by the laws of England and Wales pursuant to which Euramax U.S. or such Subsidiary shall

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charge, mortgage or grant a Lien, floating charge or fixed charge to secure any of the Obligations (to the extent provided therein) or its Guarantied Obligations, each as amended, restated, supplemented or otherwise modified from time to time.

“U.K. Company” has the meaning specified in the preamble hereof.

“U.K. Company Guaranty” means the guarantee dated September 25, 1996, between U.K. Company in favor of the U.K. Trustee for the benefit of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

“U.K. Company Pledge Agreement” means the legal mortgage of shares dated September 25, 1996, executed by U.K. Company and the U.K. Trustee, as amended, restated, supplemented or otherwise modified from time to time, pursuant to which U.K. Company mortgaged to the U.K. Trustee, for the ratable benefit of the Secured Parties, the Collateral covered thereby, including the Stock of U.K. Operating Co., to secure all U.K. Company’s Guarantied Obligations.

“U.K. Consent Agreement” means the U.K. Consent Agreement dated as of the July 16, 1997, among Euramax, U.K. Holdings, U.K. Company, U.K. Operating Co., Coated Products U.K., Ellbee Ltd. and the U.K. Trustee.

“U.K. Debenture” means each of (a) the debenture dated September 25, 1996, entered into by U.K. Operating Co. and the U.K. Trustee, (b) the debenture dated September 25, 1996, entered into by Coated Products U.K. and the U.K. Trustee, (c) the debenture dated September 25, 1996, entered into by Ellbee Ltd. and the U.K. Trustee, (d) the debenture dated December 10, 2000, entered into by Newco U.K. II an the U.K. Trustee, (e) the debenture dated December 21, 2000, entered into by Newco U.K. and the U.K. Trustee, and (f) any other debenture entered into from time to time by the U.K. Trustee and any Loan Party which is organized or incorporated under the laws of England or Wales, pursuant to which in each such case any Loan Party shall grant any Lien and/or fixed or floating charge to the U.K. Trustee, for the ratable benefit of the Secured Parties, on or over all of the assets and undertakings of such Loan Party to secure such Loan Party’s Guarantied Obligations, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“U.K. Guaranties” means the Newco U.K. Guaranty, the Euramax Guaranty, the Newco U.K. II Guaranty, the U.K. Holdings Guaranty, the U.K. Company Guaranty, the U.K. Operating Co. Guaranty and the U.K. Subsidiary Guaranties, each governed by the Applicable Governing Law and each as amended, restated, supplemented or otherwise modified from time to time.

“U.K. Holdings” has the meaning specified in the preamble hereof.

“U.K. Holdings Guaranty” means the guarantee dated as of September 25, 1996, executed by U.K. Holdings in favor of the U.K. Trustee for the benefit of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

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“U.K. Holdings Pledge Agreement” means the legal mortgage of shares dated September 25, 1996, executed by U.K. Holdings and the U.K. Trustee, for the ratable benefit of the Secured Parties, as amended, restated, supplemented or otherwise modified from time to time, pursuant to which U.K. Holdings mortgaged the Collateral covered thereby to the U.K. Trustee, for the ratable benefit of the Secured Parties, including the Stock of U.K. Company, to secure U.K. Holdings’ Guarantied Obligations.

“U.K. Operating Co.” has the meaning specified in the preamble hereof.

“U.K. Operating Co. Guaranty” means the guarantee dated as of September 25, 1996, executed by U.K. Operating Co. in favor of the U.K. Trustee for the benefit of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

“U.K. Operating Co. Pledge Agreement” means the legal mortgage of shares dated September 25, 1996, executed by U.K. Operating Co. and the U.K. Trustee, for the ratable benefit of the Secured Parties, as amended, restated, supplemented or otherwise modified from time to time, pursuant to which U.K. Operating Co. mortgaged the Collateral covered thereby, including the Stock of its Subsidiaries, to secure the U.K. Operating Co. Obligations and all Guarantied Obligations of U.K. Operating Co.

“U.K. Operating Co. Revolving Credit Note” means each promissory note of U.K. Operating Co. payable to the order of any Revolving Credit Lender, in substantially the form of Exhibit A–3, evidencing the aggregate Indebtedness of U.K. Operating Co. to such Revolving Credit Lender resulting from the Revolving Credit Loans made from time to time by such Revolving Credit Lender to U.K. Operating Co., as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“U.K. Subsidiary Guaranty” means each of (a) the guarantee dated September 25, 1996, executed by Coated Products U.K. in favor of the U.K. Trustee for the benefit of the Guarantied Parties, (b) the guarantee dated September 25, 1996, executed by Ellbee Ltd. in favor of the U.K. Trustee for the benefit of the Guarantied Parties, and (c) any other guarantee executed and delivered from time to time by any Subsidiary of Euramax U.S. organized under the laws the laws of the United Kingdom (or any political subdivision thereof) in favor of the U.K. Trustee, as any of the foregoing may be amended, restated, supplemented, or otherwise modified from time to time.

“U.K. Trust Deed” means the collateral trust deed dated September 25, 1996, executed by the U.K. Trustee, as amended, restated, supplemented or otherwise modified from time to time, pursuant to which the U.K. Trustee holds the Collateral granted by the U.K. Collateral Documents and the benefit of the U.K. Guaranties, in trust for the benefit of the Secured Parties, as amended and restated by the 2003 U.K. Collateral Trust Deed, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

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“U.K. Trustee” means Wachovia, in its capacity as trustee under the U.K. Trust Deed.

“U.S. Borrowing Base” means, at any time, the sum of (a) 85% of the U.S. Eligible Receivables at such time plus (b) 50% of the U.S. Eligible Inventory at such time, less (d) Eligibility Reserves.

“U.S. Eligible Receivables” means Eligible Receivables owing to U.S. Operating Co. or any of its Domestic Subsidiaries.

“U.S. Eligible Inventory” means Eligible Inventory owned by U.S. Operating Co. or any of its Domestic Subsidiaries.

“U.S. Holdings Guaranty” means the Guaranty dated as of September 25, 1996, made by Amerimax U.K. in favor of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

“U.S. Operating Co.” has the meaning specified in the preamble hereof.

“U.S. Operating Co. Guaranty” means the Guaranty dated as of September 25, 1996, made by U.S. Operating Co. in favor of the Guarantied Parties, as amended, restated, supplemented or otherwise modified from time to time.

“U.S. Operating Co. Revolving Credit Note” means each promissory note of U.S. Operating Co. payable to the order of any Revolving Credit Lender, in substantially the form of Exhibit A–4, evidencing the aggregate Indebtedness of U.S. Operating Co. to such Revolving Credit Lender resulting from the Revolving Credit Loans made from time to time by such Revolving Credit Lender to U.S. Operating Co., as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Voting Stock” means, with reference to any Person, the Stock of any class or classes if the holders of such Stock are ordinarily, in the absence of contingencies, entitled to vote for the election of the directors (or Persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

“Wachovia” means, in addition to the meaning given such term in the Preamble hereof, Wachovia Bank, National Association, and its successors and assigns.

“WCM” means Wachovia Capital Markets, LLC, and its successors and assigns.

“wholly owned” means, in the case of any Non–Domestic Subsidiary of any Person, that all of the Stock of such Subsidiary is owned by such Person other than Qualifying Shares and, in the case of any Domestic Subsidiary of any Person, that all of the Stock of such Subsidiary is owned by such Person.

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1.2           Computation of Time Periods.  In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”.

1.3           Accounting Terms.  All accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

1.4           Certain Terms.  The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole, and not to any particular Article, Section, subsection or clause in this Agreement.  References herein to an Exhibit, Schedule, Article, Section, subsection or clause refer to the appropriate Exhibit or Schedule to, or Article, Section, subsection or clause in this Agreement.

(a)           For purposes of this Agreement and each other Loan Document, the term “Lender” includes the Swing Loan Lender, and the terms “Lender”, “Swing Loan Lender”, “Issuer”, “U.K. Trustee” and “Agent” include their respective successors and assigns, the terms “Lender”, “Swing Loan Lender” and “Issuer” include each assignee of such Lender, Swing Loan Lender or Issuer who becomes a party hereto pursuant to Section 10.7.

(b)           Upon the appointment of any successor Agent pursuant to Section 9.6, references to Wachovia in Section 9.3 and in the definitions of “Agency Agreement”, “Eurocurrency Rate” and “U.K. Trustee” shall be deemed to refer to the successor then acting as the Agent.

(c)           For purposes of this Agreement and each other Loan Document, the Obligations shall be deemed to remain outstanding until all Obligations (other than Obligations in respect of indemnification and expense reimbursement obligations hereunder to the extent such obligations are unknown or not then due and payable) have been paid in full in cash and all Commitments have been terminated in their entirety.

1.5           Currency Equivalents Generally.  For all purposes of this Agreement other than (a) for purposes of determining the unused portion of any Lender’s Commitment or any or all Loans outstanding at any time and (b) for purposes of Article II, (i) the equivalent in any Alternative Currency of an amount in Dollars shall be determined at the rate of exchange quoted by Wachovia in Charlotte, North Carolina, at 9:00 A.M. (Charlotte, North Carolina, time) on the date of determination to prime banks in New York City for the spot purchase in the New York foreign exchange market of such Alternative Currency with such amount of Dollars and (ii) all references in Articles IV, VI, VII and VIII of this Agreement to an amount in Dollars shall be deemed to mean and include a reference to the equivalent thereof, determined as provided in clause (i) above, in an Alternative Currency.

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1.6           References to “Dutch Operating Co. Obligations,” “Company Obligations,” and “U.K. Operating Co. Obligations.”  Each reference to “Dutch Operating Co. Obligations,” “Company Obligations,” or “U.K. Operating Co. Obligations” in any Loan Document to which any Loan Party is party shall be deemed to be a reference to such Loan Party’s Guarantied Obligations as defined herein.

ARTICLE II

AMOUNTS AND TERMS OF THE LOANS

2.1           The Revolving Credit Loans.  (a)  Each Borrower hereby agrees to pay to each Lender when due in accordance with the terms of this Agreement the Existing Revolving Credit Loans of such Lender made to such Borrower.

(b)           On the terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally agrees, from time to time on any Business Day during the period from the Effective Date until the Termination Date, to make Revolving Credit Loans to the Borrowers, in Dollars or in an Alternative Currency, in an aggregate principal amount not to exceed the lesser of (1) such Revolving Credit Lender’s Revolving Credit Commitment at such time and (2) such Revolving Credit Lender’s Revolving Credit Ratable Portion multiplied by, in the case of any such Loan made to Dutch Company, Dutch Operating Co. or to U.K. Operating Co., the Available Credit at such time and, in the case of any such Loan made to U.S. Operating Co., the Available U.S. Credit at such time; provided, however, that, after giving effect to any requested Revolving Credit Loan, the aggregate principal amount of all Revolving Credit Loans and Swing Loans outstanding at such time and all Letter of Credit Obligations outstanding at such time may not exceed the lesser of (A) the Revolving Credit Commitments of the Revolving Credit Lenders at such time and (B) the Borrowing Base at such time.

(c)           Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the terms and conditions hereof, any principal amount of the Revolving Credit Loans prepaid pursuant to Section 2.7(b) may be reborrowed under Section 2.1(b).

(d)           The Revolving Credit Loans of each Revolving Credit Lender made to a Borrower shall be evidenced by a Revolving Credit Note made payable by such Borrower to the order of such Lender.

2.1-A    The Term Loans.

(a)           On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make, on October 31, 2003, a term loan to the Term Loan Borrower (each, a “Term Loan” and, collectively, the “Term Loans”) in an aggregate Dollar amount equal to such Lender’s Term Loan Commitment.  All of the Term Loans (including, without limitation, any continuations thereof) shall be made in the same Alternative Currency.

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(b)           No amount of any Term Loan repaid or prepaid may be reborrowed and no advances under the Term Loan Commitments will be made on any day other than October 31, 2003, or after the Term Loan Commitment Termination Date.  The Term Loan made by each Lender shall be evidenced by a Term Loan Note made payable by the Term Loan Borrower to the order of such Lender.

2.2           Effective Date Assignment, Etc.  On the Effective Date, and it being understood that after the execution and delivery of the 2003 Master Assignment and Assumption Agreement by all parties thereto shall have occurred, (i) all Obligations with respect to Revolving Credit Loans under the Existing Credit Agreement shall be deemed to be Obligations outstanding under this Agreement, (ii) the Revolving Credit Commitments shall be $110,000,000, (iii) the Revolving Credit Commitment of each Revolving Credit Lender shall be the amount set forth opposite such Revolving Credit Lender’s name under the heading “Revolving Loan Commitment” on Part 1 of Schedule I, and (iv) the Term Loan Commitment of each Lender shall be the amount set forth opposite such Lender’s name under the heading “Term Loan Commitment” on Part 2 of Schedule I.

2.3           Making Loans.  (a)  Each (x) Borrowing comprised of Base Rate Loans shall be made on notice, given by a Borrower to the Agent not later than 11:00 A.M. (Charlotte, North Carolina, time) on the Business Day prior to the date of such proposed Borrowing; and (y) Borrowing comprised of Eurocurrency Loans shall be made on notice, given by a Borrower no later than 11:00 A.M. (Charlotte, North Carolina, time) on the third Business Day prior to the date of such proposed Borrowing.  The Revolving Credit Loans made in Dollars shall be made as Base Rate Loans unless (subject to Section 2.12) the Notice of Borrowing specifies that all or a pro rata portion thereof shall be Eurocurrency Loans and specifies the Interest Period or Periods therefor, and the Revolving Credit Loans (subject to Section 2.12) made in an Alternative Currency shall be made as Eurocurrency Loans.  Each such notice (a “Notice of Borrowing”) shall be in substantially the form of Exhibit B, specifying therein (i) the date of such proposed Borrowing, (ii) the aggregate amount of such proposed Borrowing, (iii) the currency of such proposed Revolving Credit Loans, (iv) in the case of a proposed Borrowing in Dollars, the amount thereof, if any, requested to be Eurocurrency Loans and the initial Interest Period or Periods therefor, (v) the identity of the Borrower to whom such requested Borrowing will be made, and (vi) in the case of a proposed Borrowing in an Alternative Currency, the initial Interest Period or Periods for the Eurocurrency Loans comprising such Borrowing, except that if no Interest Period is selected for any Eurocurrency Loan, the Interest Period for such Loan shall be one month; provided, however, that the aggregate of the Eurocurrency Loans made in the same currency to any Borrower for each Interest Period must be in an amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof (or the equivalent thereof in the applicable Alternative Currency) and each Borrowing consisting of Base Rate Loans shall be in an aggregate amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof.

(b)           The Term Loans shall each be made only on October 31, 2003, but not after the Term Loan Commitment Termination Date (other than with respect to the

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continuation of such Term Loans for consecutive Interest Periods pursuant to a Notice of Continuation or Conversion) and then only upon receipt of a Notice of Borrowing, given by the Term Loan Lender to the Agent no later than 11:00 A.M. (Charlotte, North Carolina, time) on or before October 28, 2003.  The Term Loans shall from time to time be of such Interest Period or Interest Periods as are selected by the Term Loan Borrower in accordance with this Agreement; provided, however, that, at no time shall that portion of the principal of the Term Loans as will be paid at the next occurring installment payment date (in accordance with Section 2.6(b)), be subject to any Interest Period which would extend beyond such next occurring installment payment date.

(c)           The Agent shall give to each Lender prompt notice of the Agent’s receipt of a Notice of Borrowing and, if Eurocurrency Loans are properly requested in such Notice of Borrowing, the applicable interest rate under Section 2.9(b).  Each Lender shall, before 11:00 A.M. (Charlotte, North Carolina, time) on the date of the proposed Borrowing by any Borrower, make available for the account of its Applicable Lending Office to the Agent (i) in the case of a Borrowing in Dollars, at such account maintained at the Payment Office for Dollars as shall have been notified by the Agent to the Lenders prior thereto and in immediately available funds, such Lender’s Ratable Portion of such Borrowing in Dollars, and (ii) in the case of a Borrowing in an Alternative Currency, at such account maintained at the Payment Office for such Alternative Currency as shall have been notified by the Agent to the Lenders prior thereto and in immediately available funds, such Lender’s Ratable Portion of such Borrowing in such Alternative Currency.  After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to such Borrower in the deposit accounts designated by the Borrowers in the Account Designation Letter.

(d)           Each Notice of Borrowing shall be irrevocable and binding on the Borrower or Borrowers delivering such Notice.  If any Notice of Borrowing given by a Borrower specifies that any of the Loans comprising the proposed Borrowing in respect of which such Notice of Borrowing is delivered are to be comprised of Eurocurrency Loans or Loans denominated in an Alternative Currency, such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such proposed Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund any Eurocurrency Loan or any Loan denominated in an Alternative Currency to be made by such Lender as part of such proposed Borrowing, as a result of such failure, is not made on such date.

(e)           Unless the Agent shall have received notice from a Lender prior to the date of any proposed Borrowing by any Borrower that such Lender will not make available to the Agent such Lender’s Ratable Portion of such Borrowing, the Agent may assume that such Lender has made such Ratable Portion available to the Agent on the date of such Borrowing in accordance with this Section 2.3 and the Agent may, in reliance upon such assumption, make available to such Borrower on such date a corresponding amount.  If and to the extent that such Lender shall not have so made such

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Ratable Portion available to the Agent, such Lender and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate.  If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.  If such Borrower shall repay to the Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have to such Borrower hereunder.

(f)            The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

2.4           Fees.  (a)  The Borrowers jointly and severally agree to pay to each Lender a commitment fee on the average daily unused portion of such Lender’s Revolving Credit Commitment and Term Loan Commitment from (i) with respect to the Revolving Credit Commitment, the Effective Date until the Termination Date and (ii) with respect to the Term Loan Commitment, the Effective Date until the Term Loan Termination Date, in each case, at the rate of 0.375% per annum, payable in arrears on the last day of each Fiscal Quarter during the term of such Lender’s Commitment, on the date of any reduction of the Revolving Credit Commitments pursuant to Section 2.5, and on the Termination Date.

(b)           Euramax U.S. has agreed to pay to Wachovia and WCM additional fees (including, without limitation, certain fees for providing administrative and collateral agency services), the amount and dates of payment of which are embodied in a letter, dated August 25, 2003, from WCM to Euramax U.S., as supplemented by the letter from WCM to Euramax U.S. dated as of September 11, 2003.

(c)           [Intentionally Omitted]

(d)           For purposes of determining the unused portion of each Revolving Credit Lender’s Revolving Credit Commitment solely in order to calculate the commitment fee under Section 2.4(a), (i) the equivalent in Dollars of each Revolving Credit Loan made by such Revolving Credit Lender in an Alternative Currency as determined on the date of the making of such Revolving Credit Loan shall be the amount of such Revolving Credit Lender’s Revolving Credit Commitment used in connection with such Revolving Credit Loan, and no further adjustments shall be made with respect to the unused portion of such Revolving Credit Lender’s Revolving Credit Commitment based upon fluctuations thereafter in the value of the Alternative Currency of such Revolving Credit Loan; and (ii) no Swing Loan shall constitute the usage of any Revolving Credit Lender’s Commitment other than of the Swing Loan Lender.

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2.5           Reduction and Termination of the Revolving Credit Commitments.         (a)  The Borrowers may, upon at least three Business Days’ prior written notice to the Agent, terminate in whole or reduce ratably in part, without premium or penalty except as otherwise provided in Section 10.4, the unused portions of the respective Revolving Credit Commitments of the Revolving Credit Lenders; provided, however, that each partial reduction shall be in the aggregate amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof (or the equivalent thereof in the applicable Alternative Currency determined on the date notice of repayment is given in accordance with Section 2.16(c)); and provided further, however, that in no event shall the Revolving Credit Commitments be reduced to below $1,000,000.

(b)           On the Term Loan Commitment Termination Date, each Lender’s Term Loan Commitment shall terminate.

(c)           The then current Revolving Credit Commitments shall be reduced on each date on which a prepayment of Revolving Credit Loans is made pursuant to Section 2.7(c)(ii) or (iv) in the amount of such prepayment (and the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by its Ratable Portion of such amount).

2.6           Repayment.  (a)  Each Borrower shall repay the entire unpaid principal amount of its Revolving Credit Loans and Swing Loans on the Termination Date.

(b)           The Term Loan Borrower shall repay the Term Loans in twenty consecutive quarterly installments of principal, plus accrued and unpaid interest on the Term Loans, with each such quarterly installment being (i) due and payable on the last Business Day of each Fiscal Quarter and in an amount equal to the initial principal amount of the Term Loans, times the “Principal Percentage” for such Fiscal Quarters as is determined from the following table, with all remaining principal of the Term Loans and any accrued but unpaid interest thereon being due and payable on the date of the last installment required by the following table:

For Fiscal Quarters Ending On or About:	Principal Percentage:
December 31, 2003	0.035714
March 31, 2004	0.035714
June 30, 2004	0.035714
September 30, 2004	0.035714
December 31, 2004	0.050000
March 31, 2005	0.050000
June 30, 2005	0.050000
September 30, 2005	0.050000
December 31, 2005	0.050000
March 31, 2006	0.050000
June 30, 2006	0.050000
September 30, 2006	0.050000

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December 31, 2006	0.050000
March 31, 2007	0.050000
June 30, 2007	0.050000
September 30, 2007	0.050000
December 31, 2007	0.064286
March 31, 2008	0.064286
June 30, 2008	0.064286
September 30, 2008	0.064286

(c)           All payments made or received with respect to the Term Loans shall be first applied ratably to accrued but unpaid interest on the Term Loans and then ratably to the principal of such Term Loans.

2.7           Prepayments.  (a)  No Borrower shall have any right to prepay the principal amount of any Loan other than as provided in this Section 2.7; provided, however, that, if any prepayment made in accordance with this Section 2.7 results in a Eurocurrency Loan’s being paid on any date other than the last day of the Interest Period related thereto, the Borrowers shall pay to any affected Lender the amounts required to be paid to such Lender in accordance with the terms of Section 10.4(c).

(b)           (i)  Each Borrower may, without premium or penalty, upon at least three Business Days’ prior notice to the Agent in the case of Eurocurrency Loans and one Business Day’s prior notice to the Agent in the case of Base Rate Loans, stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Revolving Credit Loans or Swing Loans of such Borrower in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (A) Swing Loans made to U.S. Operating Co. may be prepaid on notice given by 11:00 A.M. (Charlotte, North Carolina, time) on the date of prepayment and (B) each partial prepayment shall be in an aggregate principal amount not less than $500,000 or integral multiples of $100,000 in excess thereof (or the equivalent thereof in an Alternative Currency, determined on the date notice of prepayment is given in accordance with Section 2.16(c)) in the case of Eurocurrency Loans and not less than $100,000 or integral multiples thereof in the case of Base Rate Loans.  Upon the giving of such notice of prepayment, the principal amount of the Loans specified to be prepaid shall become due and payable on the date specified for such prepayment.

(ii)           The Term Loan Borrower may, without premium or penalty, upon at least three Business Days’ prior notice to the Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Term Loans made to it, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, each partial prepayment shall be in an aggregate amount not less than $500,000 or integral multiples of $100,000 in excess thereof (or the equivalent thereof in an Alternative Currency, determined on the date notice of payment is given in accordance with Section 2.16(c)) and that any such partial prepayment shall be applied to reduce ratably the remaining installments of the outstanding principal amount of all Term Loans. 

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Upon the giving of such notice of prepayment, the principal amount of the Loans specified to be prepaid shall become due and payable on the date specified for such prepayment.

(c)           (i)  If at any time (A) the equivalent in Dollars of the aggregate principal amount of Revolving Credit Loans and Swing Loans outstanding at such time (determined in accordance with Section 2.16(c)) plus the Letter of Credit Obligations outstanding at such time exceeds the Maximum Amount of Revolver Liabilities at such time, the Borrowers shall forthwith first prepay the Revolving Credit Loans and Swing Loans then outstanding in an amount equal to such excess, together with accrued interest thereon, and, if after such prepayment, any such excess shall remain, the Borrowers shall provide cash collateral for all Letter of Credit Obligations in accordance with clause (vii) below in an amount equal to such remaining excess, or (B) the equivalent in Dollars of the aggregate principal amount of the Revolving Credit Loans and Swing Loans of U.S. Operating Co. outstanding at such time plus the Letter of Credit Obligations of U.S. Operating Co. outstanding at such time exceeds the Maximum Amount of Revolver Liabilities of U.S. Operating Co. at such time, U.S. Operating Co. shall forthwith first prepay such Loans in an amount equal to such excess, together with accrued interest thereon, and, if after such prepayment, any such excess shall remain, U.S. Operating Co. shall provide cash collateral for all Letter of Credit Obligations of U.S. Operating Co. in accordance with clause (vii) below in an amount equal to such remaining excess.

(ii)           Each Borrower shall forthwith prepay the Term Loans and, if there are no Term Loans outstanding, the Revolving Credit Loans and Swing Loans, and, if there are no Loans outstanding, cash collateralize all Letter of Credit Obligations in accordance with clause (vii) below, upon receipt by any Loan Party or any of its Subsidiaries of (A) Asset Sale Proceeds in an amount equal to such Asset Sale Proceeds and (B) cash payments under any Investments constituting Asset Sale Proceeds in an amount equal to such payments, in each case referred to in this clause (ii), together with accrued interest to the date of such prepayment on the principal amount prepaid, provided that in the case of any Asset Sale Proceeds and other payments referred to above, unless and until the amount thereof, when taken together with all prior Asset Sales made on or after the Effective Date, the Asset Sale Proceeds of which were not applied to the Loans, is an aggregate amount in excess of $1,000,000 or involves assets having a Fair Market Value in excess of $1,000,000 (or the equivalent thereof in an Alternative Currency determined in accordance with Section 2.16(c)), no payment shall be required pursuant to this subsection (c)(ii) except if such Asset Sale Proceeds are subject to subsection (c) of the definition of Asset Sale Proceeds.

(iii)          Intentionally Omitted.

(iv)          The Borrowers shall, upon receipt by any Loan Party of any reversion from a defined benefit plan, prepay the Term Loans and, if there are no Term Loans outstanding, the Revolving Credit Loans and Swing Loans, and, if there are no Loans outstanding, cash collateralize all Letter of Credit Obligations in accordance with clause (vii) below, in an amount equal to the amount of such reversion so received, together with accrued interest to the date of such prepayment on the amount prepaid.  For

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purposes of this subsection (iv), reversion is defined as the amount of surplus assets which, upon the termination of any defined benefit plan, revert to any Loan Party or any of its Subsidiaries (net of any taxes, after taking into account any available tax credits or deductions, and excise taxes or penalties thereon).

(v)           Intentionally Omitted.

(vi)          If at any time (A) the aggregate principal amount of the Swing Loans of U.S. Operating Co. outstanding at such time exceeds the lower of (x) the Swing Loan Lender’s Revolving Credit Ratable Portion of the Maximum Amount of Revolver Liabilities of U.S. Operating Co. at such time and (y) the Swing Loan Sublimit and (B) the aggregate principal amount of the Swing Loans made to U.S. Operating Co. and the Swing Loan Lender’s Revolving Credit Loans made to U.S. Operating Co. outstanding at such time plus the Swing Loan Lender’s participations in Letter of Credit Obligations of U.S. Operating Co. outstanding at such time exceeds the Swing Loan Lender’s Revolving Credit Ratable Portion of the Maximum Amount of Revolver Liabilities of U.S. Operating Co. at such time, then U.S. Operating Co. shall forthwith prepay the Swing Loans then outstanding in an amount equal to such excess, together with accrued interest.

(vii)         If at any time cash collateral for the Letter of Credit Obligations is required pursuant to this Section 2.7, the Borrowers shall forthwith pay to the Agent immediately available funds in the amount of such required cash collateral for deposit in the L/C Cash Collateral Account referred to in Section 8.4, which funds shall be maintained in the L/C Cash Collateral Account in accordance with the provisions of Section 8.4.

2.8           Conversion/Continuation Option.  (a)  With respect to each Eurocurrency Loan of any Borrower other than a Dollar Loan, at the end of any Interest Period with respect thereto such Eurocurrency Loan shall be continued as a Eurocurrency Loan for an additional Interest Period selected by such Borrower pursuant to a written notice (an “IP Notice”) delivered to the Agent at least three Business Days prior to the first day of such Interest Period; provided, however, that if such Borrower fails to specify an Interest Period for such Eurocurrency Loan, such Interest Period shall be one month.

(b)           With respect to Base Rate Loans and Eurocurrency Loans that are Dollar Loans of any Borrower other than Swing Loans, such Borrower may elect at any time to convert Base Rate Loans or any portion thereof to Eurocurrency Loans, and, at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans, or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period, by delivering a written notice, in substantially the form of Exhibit C hereto (a “Notice of Conversion or Continuation”), to the Agent at least three Business Days prior to the proposed date of conversion or continuation specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of

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the Interest Period therefor); provided, however, that if, with respect to any Eurocurrency Loans that are Dollar Loans of any Borrower, the Agent does not receive, within the time period required under the terms of this Section 2.8, a Notice of Conversion or Continuation from such Borrower containing a permitted election to continue such Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans.

(c)           With respect to all Eurocurrency Loans, the aggregate of the Eurocurrency Loans of the same currency for each Interest Period therefor shall be in the amount of $500,000 or an integral multiple of $100,000 in excess thereof (or the equivalent thereof in an Alternative Currency determined in accordance with Section 2.16(c)).  Each continuation of any Eurocurrency Loans of the same currency and each conversion or continuation of any Eurocurrency Loans of the same currency or of Base Rate Loans shall be allocated among such Loans of all Lenders ratably.  The Agent shall promptly notify each Lender of its receipt of an IP Notice or a Notice of Conversion or Continuation and of the contents thereof.  Each Notice of Conversion or Continuation and each IP Notice shall be irrevocable.

(d)           Notwithstanding the foregoing provisions of this Section 2.8, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Eurocurrency Loans that are Dollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Event of Default shall have occurred and be continuing, and all Eurocurrency Loans that are in an Alternative Currency shall be of the duration therefor provided in Section 2.9(d).

2.9           Interest.  Each Borrower shall pay interest on the unpaid principal amount of each Loan made to it, in each case from the date thereof until the principal amount thereof shall be paid in full, at the following rates per annum:

(a)           For Base Rate Loans and subject to subsection (c) below, at a rate per annum equal at all times to the Base Rate in effect from time to time plus the Applicable Base Rate Margin, payable, in all cases, quarterly on the first day of each January, April, July and October and on the date any Base Rate Loan is converted or paid in full, and, in addition, on the Termination Date in the case of the Revolving Credit Loans and Swing Loans.

(b)           For Eurocurrency Loans and subject to subsection (c) below, at a rate per annum equal at all times during the applicable Interest Period for each Eurocurrency Loan to the sum of the Eurocurrency Rate for such Interest Period plus the Applicable Eurocurrency Margin in effect on the first day of such Interest Period, payable (i) on the last day of such Interest Period, (ii) on the last day of the third month of each six-month Interest Period and (iii) in addition, (A) with respect to the Revolving Credit Loans and the Swing Loans, on the Termination Date and (B) with respect to the Term Loans, on the dates prescribed by Section 2.6(b) and on the Termination Date.

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(c)           Upon the occurrence and during the continuance of (A) any Event of Default other than an Event of Default under Section 8.1(c) and (B) any Event of Default under Section 8.1(c) if such Event of Default shall be continuing for a period greater than 30 days after its occurrence, notwithstanding the rates of interest specified in Section 2.9(a) or (b) or elsewhere herein, effective immediately upon the occurrence of an Event of Default, and for as long thereafter as such Event of Default shall be continuing, the principal balance of all Loans and the amount of all other Obligations shall bear interest at a rate which is two percent per annum in excess of the rate of interest applicable to such Obligations from time to time.

(d)           Without prejudice to the rights of any Lender under the foregoing provisions of Section 2.9(c), each Borrower shall indemnify each Lender against any loss or expense which it may sustain or incur as a result of the failure by such Borrower to pay when due any principal of any Loan, to the extent that any such loss or expense is not recovered pursuant to the foregoing provisions.  A certificate of any such Lender setting forth the basis for the determination of the interest due and of the amounts necessary to indemnify such Lender in respect of such loss or expense, submitted to such Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes absent manifest error.

(e)           Notwithstanding anything herein or in the Notes to the contrary, but without prejudice to the first sentence of Section 10.8, if at any time the applicable interest rate, together with all fees and charges which are treated as interest under applicable law (collectively the “Charges”), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate (“Maximum Rate”) which may be contracted for, charged, taken, received or reserved by any Lender in accordance with applicable law, the rate of interest payable under the Note or Notes held by such Lender, together with all Charges payable to such Lender, shall be limited to the Maximum Rate.

2.10         Interest Rate Determination and Protection.  (a)  The Eurocurrency Rate for each Interest Period for Eurocurrency Loans shall be determined by the Agent two Business Days before the first day of such Interest Period.

(b)           The Agent shall give prompt notice to each Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.9(b) and (c).

(c)           If, with respect to any Loans made in any Alternative Currency, the Agent determines that, or if the Majority Lenders notify the Agent that, deposits in such Alternative Currency in the amount of such Loans are not generally available, each Borrower shall, within three days following notice from the Agent, prepay all Loans made in such Alternative Currency and the obligation of the Lenders to make Loans in such Alternative Currency shall be suspended until the Agent shall notify the Borrowers that the Agent or the Majority Lenders, as the case may be, have determined that deposits in such Alternative Currency are generally available.

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(d)           If, with respect to Eurocurrency Loans, the Agent determines that, or if the Majority Lenders notify the Agent that, the Eurocurrency Rate for any Interest Period therefor will not adequately reflect the cost to such Majority Lenders of making such Loans or funding or maintaining their respective Eurocurrency Loans for such Interest Period, the Agent shall forthwith so notify each Borrower and the Lenders, whereupon:

(i)            each Eurocurrency Loan made in Dollars will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan, and the obligations of the Lenders to make Eurocurrency Loans or to convert Base Rate Loans into Eurocurrency Loans shall be suspended until the Agent shall notify the Borrowers that the Agent or the Majority Lenders, as the case may be, have determined that the circumstances causing such suspension no longer exist;

(ii)           in the case of Eurocurrency Loans made in an Alternative Currency, the Agent shall (after consultation with each Lender) give notice (a “Substitute Rate Notice”) to each Borrower of that rate of interest agreed upon by the Agent and the Lenders as the rate at which the Lenders are prepared to lend an amount equal to the then unpaid amount of each such Eurocurrency Loan and the Interest Period applicable thereto (such rate of interest being a “Substitute Eurocurrency Rate”), which Substitute Rate Notice shall set forth the computations made by the Agent in determining such Substitute Eurocurrency Rate, and which computations shall reflect (A) the cost to each Lender of funding for such Interest Period said Eurocurrency Loan from alternative sources plus (B) the Applicable Eurocurrency Margin, and, unless such Borrower elects to prepay in full all Eurocurrency Loans of such Borrower in accordance with clause (iii) below, the rate of interest applicable to each of its Eurocurrency Loans made in an Alternative Currency shall be the Substitute Eurocurrency Rate as determined pursuant to this clause (ii), and the Agent shall then promptly notify such Borrower and each Lender to such effect; and

(iii)          each Borrower may, within three days after receiving any Substitute Rate Notice from the Agent, give notice (the giving of which shall be irrevocable) to the Agent of its election to prepay in full all outstanding Eurocurrency Loans made to such Borrower in an Alternative Currency and the date of such prepayment (which date shall be a Business Day not less than three nor more than five days after the date of such notice), and if such Borrower so elects to prepay, it shall be obligated to pay on such date the unpaid amount of all outstanding Eurocurrency Loans made by each Lender to such Borrower in an Alternative Currency, together with an amount equal to (A) the cost to such Lender of funding such Loans for the period from the last interest payment date applicable to such Loans to the date of prepayment pursuant to this clause (iii), plus (B) the Applicable Eurocurrency Margin, plus (C) any other amounts required hereunder to be paid by such Borrower (all such amounts to be determined by such Lender and notified by the Agent to such Borrower).

2.11         Increased Costs.  If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation (other than any change by way of imposition or increase of reserve requirements included in determining the Eurocurrency

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Reserve Percentage) or (ii) compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining any Eurocurrency Loans, then each Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost, provided that the Loan Parties or CVC shall have the right to replace such Lender in accordance with the provisions of Section 10.7 applicable to assignments.  A certificate as to the amount of such increased cost, submitted to such Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.  If such Borrower so notifies the Agent within five Business Days after any Lender notifies such Borrower of any increased cost pursuant to the foregoing provisions of this Section 2.11, such Borrower may either (i) prepay in full all Eurocurrency Loans of such Lender then outstanding in accordance with Section 2.7(b) and (c) and, additionally, reimburse such Lender for such increased cost in accordance with this Section 2.11 or (ii) in the case of Dollar Loans only, convert all outstanding Eurocurrency Loans made to it by the Lenders into Base Rate Loans in accordance with Section 2.8 and, additionally, reimburse such Lender for such increased cost in accordance with this Section 2.11.

2.12         Illegality.  Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurocurrency Lending Office to make Eurocurrency Loans in Dollars or in any Alternative Currency or to continue to fund or maintain Eurocurrency Loans in Dollars or in any Alternative Currency, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Agent, (i) the obligation of such Lender to make or to continue Eurocurrency Loans in Dollars or in such Alternative Currency, as the case may be, and to convert Base Rate Loans into Eurocurrency Loans in Dollars or in such Alternative Currency, as the case may be, shall terminate and (ii) the Borrowers shall forthwith prepay in full all Eurocurrency Loans of such Lender in Dollars or in such Alternative Currency, as the case may be, then outstanding, together with interest accrued thereon, unless, in the case of the Dollar Loans only, within five Business Days of such notice and demand, all outstanding Eurocurrency Loans made by the Lenders are converted into Base Rate Loans.

2.13         Capital Adequacy.  If (i) the introduction of or any change in or in the interpretation of any law or regulation, (ii) compliance with any law or regulation, or (iii) compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any Lender or the Issuer or any corporation controlling any Lender or the Issuer and such Lender or the Issuer reasonably determines that such amount is based upon the existence of such Lender’s or Issuer’s Revolving Credit Commitments, Loans and commitments in respect of Letters of Credit and its other commitments and loans of this type, then, upon demand by such Lender or the Issuer (with a copy of such demand to the Agent), each Borrower shall pay to the Agent for the account of such Lender or the Issuer, from time to time as specified by such Lender or the Issuer, additional amounts sufficient to compensate such Lender or

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the Issuer in the light of such circumstances, to the extent that such Lender or the Issuer reasonably determines such increase in capital to be allocable to the existence of such Lender’s Revolving Credit Commitments and Loans or the Issuer’s Revolving Credit Commitments and agreements herein with respect to Letters of Credit, provided that the Loan Parties or CVC shall have the right to replace such Lender in accordance with the provisions of Section 10.7 applicable to assignments.  A certificate as to such amounts submitted to such Borrower and the Agent by such Lender or the Issuer shall be conclusive and binding for all purposes absent manifest error.

2.14         Payments and Computations.  (a)  Each Borrower shall make each payment hereunder and under the Notes, except with respect to principal of, interest on, and other amounts relating to, Loans denominated in an Alternative Currency, not later than 11:00 A.M. (Charlotte, North Carolina, time) on the day when due, in Dollars, to the Agent in immediately available funds by deposit of such funds to the Agent’s account maintained at the Payment Office for Dollars, without set–off or counterclaim.  Each Borrower shall make each payment hereunder and under the Notes with respect to principal of, interest on, and other amounts relating to Loans denominated in an Alternative Currency not later than 11:00 A.M. (at the Payment Office for such Alternative Currency) on the day when due in such Alternative Currency to the Agent in immediately available funds by deposit of such funds to the Agent’s account maintained at such Payment Office.  The Agent will promptly thereafter cause to be distributed in like funds relating to the payment of principal or interest or fees (other than amounts payable pursuant to Section 2.11, 2.12, 2.13, 2.15, 2.18 or 2.19) to the Lenders and the Issuer, in accordance with their respective Ratable Portions, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.  Payment received by the Agent after 11:00 A.M. (Charlotte, North Carolina, time or at the Payment Office for the Alternative Currency, as the case may be) shall be deemed to be received on the next Business Day.

(b)           Each Borrower hereby authorizes each Lender and the Issuer, if and to the extent payment owed to such Lender or the Issuer is not made when due hereunder or under any Loan held by such Lender or any Letter of Credit Obligation, to charge from time to time against any or all of such Borrower’s accounts with such Lender or the Issuer any amount so due.

(c)           All computations of interest based on the Base Rate, the Eurocurrency Rate or the Federal Funds Rate and of fees shall be made by the Agent on the basis of a year of 360 days (other than with respect to Loans outstanding in British Currency, which shall be made on the basis of a year of 365 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable.  Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

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(d)           Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurocurrency Loan to be made in the next calendar month or if such extension would cause payment of principal of any Loan to be made in the next calendar year, such payment shall be made on the next preceding Business Day.

(e)           Unless the Agent shall have received notice from a Borrower prior to the date on which any payment is due hereunder to the Lenders that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender.  If and to the extent such Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

(f)            If any Revolving Credit Lender (a “Non–Funding Lender”) has (x) failed to make a Revolving Credit Loan required to be made by it hereunder, and the Agent has determined that such Revolving Credit Lender is not likely to make such Revolving Credit Loan or (y) given notice to the Borrowers or the Agent that it will not make, or that it has disaffirmed or repudiated any obligation to make, Revolving Credit Loans, in each case by reason of the provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 or otherwise, any payment made on account of the principal of the Revolving Credit Loans outstanding shall be made as follows:

(i)            in the case of any such payment made on any date when and to the extent that, in the determination of the Agent, the Operating Companies would be able, under the terms and conditions hereof, to reborrow the amount of such payment under the Revolving Credit Commitments and to satisfy any applicable conditions precedent set forth in Article III to such reborrowing, such payment shall be made on account of the outstanding Revolving Credit Loans held by the Revolving Credit Lenders other than the Non–Funding Lender pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans of such Revolving Credit Lenders;

(ii)           otherwise, such payment shall be made on account of the outstanding Revolving Credit Loans held by the Revolving Credit Lenders pro rata according to the respective outstanding principal amounts of such Revolving Credit Loans; and

(iii)          any payment made on account of interest on the Revolving Credit Loans shall be made pro rata according to the respective amounts of accrued and unpaid interest due and payable on the Revolving Credit Loans with respect to which such payment is being made.

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2.15         Taxes.  (a)  Any and all payments by each Borrower under each Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuer and the Agent (i) taxes measured by its net income, franchise and similar taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuer or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender and the Issuer, taxes measured by its net income, franchise and similar taxes imposed on it, by the jurisdiction of such Lender’s or the Issuer’s Applicable Lending Office or any political subdivision thereof, and (ii) if such Lender, the Issuer or the Agent is entitled at such time to a total or partial exemption from withholding that is required to be evidenced by a United States Internal Revenue Service Form W–8BEN or W–8ECI or United Kingdom Inland Revenue Form FD13 or PTR-SM1 or, in each case, any successor or additional form, taxes imposed by reason of any failure of such Lender, the Issuer or the Agent to deliver to the Agent or the Borrowers, from time to time as required by the Agent or the Borrowers, such Form W–8BEN, W–8ECI or FD13 or PTR-SM1 (as applicable) or, in each case, any successor or additional form, completed in a manner reasonably satisfactory to the Agent and the Borrowers (all such non–excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”).  If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, the Issuer or the Agent (i) the sum payable shall be increased (the “Gross–Up”) as may be necessary so that after making all required deductions (including, without limitation, deductions applicable to additional sums payable under this Section 2.15) such Lender, the Issuer or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law and (iv) such Borrower shall deliver to the Agent evidence of such payment to the relevant taxation or other authority.

(b)           In addition, each Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies of the United States or any political subdivision thereof or any applicable foreign jurisdiction which arise from any payment made under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document (collectively, “Other Taxes”).

(c)           Each Borrower will indemnify each Lender, the Issuer and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.15) paid by such Lender, the Issuer or the Agent (as the case may be) and any liability (including, without limitation, for penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.  This indemnification shall be made within 30 days from the date such Lender, the Issuer or the Agent (as the case may be) makes written demand therefor.

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(d)           Within 30 days after the date of any payment of Taxes or Other Taxes, each Borrower will furnish to the Agent, at its address referred to in Section 10.2, the original or a certified copy of a receipt evidencing payment thereof.

(e)           Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 2.15 shall survive the payment in full of all other Obligations.

(f)            Prior to the Effective Date in the case of the Agent, the Issuer and each Lender that is a signatory hereto, and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender or Issuer in the case of each other Lender and successor Issuer, and from time to time thereafter if requested by the Borrowers or the Agent, the Agent, each Lender and the Issuer shall, if such Person is organized under the laws of a jurisdiction outside the United States and is entitled to an exemption from United States withholding tax or is subject to such tax at a reduced rate under an applicable tax treaty, (i) if it is a “bank”, within the meaning of Section 881(c)(3)(A) of the Code, provide the Agent and the Borrowers (to the extent required by the IRS), with the appropriate IRS Form W–8 or such other applicable form, certificate or document prescribed by the IRS and (ii) if it is not a “bank,” within the meaning of Section 881(c)(3)(A) of the Code, provide the Agent and the Borrowers with the appropriate IRS Form W–8 or such other applicable form, certificate or document proscribed by the IRS (together with a certificate, substantially in the Form of Exhibit K, certifying that the Agent, such Lender or the Issuer (as the case may be) is not a “bank”, within the meaning of Section 881(c)(3)(A) of the Code), in each case certifying as to the Agent’s, such Lender’s or the Issuer’s entitlement to such exemption or reduced rate with respect to all payments to be made to the Agent, such Lender or the Issuer hereunder and under the Notes.  Unless the Borrowers and the Agent have received forms or other documents satisfactory to them indicating that payments hereunder or under any Note are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Borrowers or the Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for the Agent, any Lender or the Issuer, as the case may be, that is organized under the laws of a jurisdiction outside the United States.  Any reduction in the payment to the Agent, any Lender or the Issuer (as the case may be) resulting from the Agent’s, such Lender’s or the Issuer’s failure to comply with this Section 2.15(f) shall not entitle the Agent, such Lender or the Issuer (as the case may be) to a Gross–Up provided in Section 2.15(a).

(g)           The Agent, any Lender or the Issuer (as the case may be) claiming any additional amounts payable pursuant to this Section 2.15 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the reasonable judgment of the Agent, such Lender or the Issuer (as the case may be), be otherwise disadvantageous to the Agent, such Lender or the Issuer (as the case may be).

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(h)           Each Lender authorizes the Agent, on its behalf, where applicable law and regulations permit and if appropriate, to complete and submit to the relevant taxing authority such forms as may be necessary or desirable in order to obtain an exemption from foreign withholding taxes, including, without limitation, the completion and submission to Inland Revenue in the United Kingdom of an application form PTR-SM1 (or any subsequent replacement form), seeking an exemption or exemptions for the Lenders under the Provisional Treaty Relief Scheme of the United Kingdom in connection with the Loans, and each Lender that is a partnership or a limited liability company agrees to submit to Inland Revenue such additional forms and applications as may be necessary or desirable in connection therewith.

2.16         Sharing of Payments, Etc.  (a)  If any Revolving Credit Lender shall obtain any payment, whether voluntary, involuntary, through the exercise of any right of set–off, or otherwise, on account of the Loans made by it (other than pursuant to Section 2.11, 2.12, 2.13, 2.15, 2.18 or 2.19), then, if there is any Reimbursement Obligation outstanding in respect of which the Issuer has not received payment in full from such Revolving Credit Lender pursuant to Section 2.18(h), or if there are any Swing Loans outstanding and the Swing Loan Lender has not received payment in full from such Revolving Credit Lender pursuant to a notice or demand given or made pursuant to Section 2.19(e), then such Revolving Credit Lender shall first purchase a participation in all such Reimbursement Obligations in an amount equal to the lesser of such payment obtained by such Revolving Credit Lender and the amount of such Reimbursement Obligations for which the Issuer has not so received payment in full, and shall next purchase a participation in such Swing Loans in an amount equal to the lesser of the remaining amount of such payment obtained by such Revolving Credit Lender and the amount of such Swing Loans for which the Swing Loan Lender has not so received payment in full from such Revolving Credit Lender.

(b)           If, after giving effect to the provisions of subsection (a) above, any Lender shall obtain any payment, either voluntary, involuntary, through the exercise of any right of set–off, or otherwise (each a “Payment”), on account of the Loans made by it (other than pursuant to Section 2.11, 2.12, 2.13, 2.15, 2.18 or 2.19), as a result of which the unpaid principal portion of its Related Claims shall be less than its Ratable Portion of the Related Claims of any other Related Lender, it shall be deemed to have simultaneously purchased from such other Related Lender at face value, and shall promptly pay to such other Related Lender the purchase price for, a participation in the Related Claims of such other Related Lender, so that the aggregate amount of the unpaid Related Claims and participations therein held by each Related Lender shall be in the same proportion to the aggregate amount of all Related Claims then outstanding as the amount of its Related Claims prior to its obtaining such Payment was to the amount of all Related Claims outstanding prior to its obtaining such Payment; provided, however, that if all or any portion of such Payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing

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Lender in respect of the total amount so recovered.  Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including, without limitation, the right of set–off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

(c)           The equivalent in Dollars of any Alternative Currency (the “Dollar Equivalent”) shall be determined by using the quoted spot rate at which Wachovia’s principal office in London offers to exchange Dollars for such Alternative Currency in London at 11:00 A.M. (London time) two Business Days prior to the date on which such equivalent is to be determined, and (ii) the equivalent in any Alternative Currency of Dollars shall be determined by using the quoted spot rate at which Wachovia’s principal office in London offers to exchange such Alternative Currency for Dollars in London at 11:00 A.M. (London time) two Business Days prior to the date on which such equivalent is to be determined.  Except as specified in Section 2.4(d), the Dollar Equivalent of each Eurocurrency Loan made in an Alternative Currency shall be recalculated hereunder on each date that it shall be necessary to determine the Dollar Equivalent of the Obligations (whether for purposes of determining the principal amount of all or any Loans outstanding on such date, determining whether any condition precedent set forth herein shall have been satisfied, determining the amount of any mandatory prepayments, determining the unused portion of the Revolving Credit Commitments, or otherwise, unless otherwise expressly set out herein), it being understood that all payments of principal or interest on Loans shall be made in the currency in which such Loans were made.

2.17         Intentionally Omitted.

2.18         Letter of Credit Facility.  (a)  On the terms and subject to the conditions contained in this Agreement, the Issuer agrees to issue, at the request of any Borrower and for the account of such Borrower, one or more standby letters of credit (each such letter of credit, a “Letter of Credit”), denominated in Dollars or in an Alternative Currency, from time to time during the period commencing on the Effective Date and ending on the earlier to occur of (a) the Termination Date or (b) the date which is 30 days before the Final Maturity Date; provided, however, that the Issuer shall not be under any obligation to issue any Letter of Credit if:

(i)            any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuer from issuing such Letter of Credit or any Requirement of Law applicable to the Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuer shall prohibit, or request that the Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuer is not otherwise compensated) or result in any unreimbursed loss, cost or expense which the Issuer in good faith deems material to it;

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(ii)           the Issuer shall have received written notice from the Agent, any Lender or any Loan Party, on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article III is not then satisfied;

(iii)          after giving effect to the issuance of such Letter of Credit, the Dollar Equivalent of the Letter of Credit Obligations exceed $5,000,000;

(iv)          the amount of the Letter of Credit requested exceeds, in the case of U.K. Operating Co. or Dutch Operating Co., the Available Credit or, in the case of U.S. Operating Co., the Available U.S. Credit;

(v)           after giving effect to any requested Letter of Credit (or the Dollar Equivalent thereof), the aggregate principal amount of all Revolving Credit Loans and Swing Loans outstanding at such time and all Letter of Credit Obligations outstanding at such time would exceed the lesser of (A) the Revolving Credit Commitments of the Revolving Credit Lenders at such time and (B) the Borrowing Base at such time; or

(vi)          fees due in connection with a requested issuance have not been paid.

None of the Lenders, in such capacity, shall have any obligation to issue any Letter of Credit.

(b)           In no event shall:

(i)            the expiration date of any Letter of Credit be more than one year after the date of issuance thereof, nor shall the expiration date of any Letter of Credit fall after the third Business Day preceding the Final Maturity Date; or

(ii)           the Issuer issue any Letter of Credit for the purpose of supporting the issuance of any letter of credit by any other Person or for any purpose not specified in Section 4.18(b).

(c)           Prior to the issuance of each Letter of Credit for the account of any Borrower, and as a condition of such issuance and of the participation of each Revolving Credit Lender (other than the Issuer) in the Letter of Credit Obligations arising with respect thereto, such Borrower shall have delivered to the Issuer a letter of credit reimbursement agreement, in a form satisfactory to the Issuer (a “Letter of Credit Reimbursement Agreement”), signed by such Borrower, and such other documents or items as may be required pursuant to the terms thereof.  In the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern.

(d)           In connection with the issuance of each Letter of Credit for the account of any Borrower, such Borrower shall give the Issuer and the Agent at least two Business Days’ prior written notice (a “Letter of Credit Request”), in substantially the

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form of Exhibit L, of the requested issuance of such Letter of Credit.  Such notice shall be irrevocable and shall specify (i) the stated amount of the Letter of Credit requested, which stated amount shall not be less than $2,500, (ii) the date of issuance of such requested Letter of Credit (which day shall be a Business Day), (iii) the date on which such Letter of Credit is to expire (which date shall be a Business Day) and (iv) the Person for whose benefit the requested Letter of Credit is to be issued.  Such notice, to be effective, must be received by the Issuer and the Agent not later than 11:00 A.M. (Charlotte, North Carolina, time) on the last Business Day on which notice can be given under the immediately preceding sentence.

(e)           Subject to the terms and conditions of this Section 2.18 and provided that the applicable conditions set forth in Article III are satisfied, the Issuer shall, on the requested date, issue a Letter of Credit on behalf of a Borrower that requested such Letter of Credit in accordance with the Issuer’s usual and customary business practices.  On the date of the proposed issuance of the Letter of Credit the Agent shall confirm to the Issuer that the applicable conditions in Article III are satisfied.

(f)            Immediately upon the issuance by the Issuer of a Letter of Credit in accordance with the terms and conditions of this Agreement, the Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender, and each Revolving Credit Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Revolving Credit Lender’s Revolving Credit Ratable Portion, in such Letter of Credit and the obligations of the Borrower that requested such Letter of Credit with respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto.

(g)           In determining whether to pay under any Letter of Credit, the Issuer shall have no obligation relative to the Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit.  Any action taken or omitted to be taken by the Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put the Issuer under any resulting liability to any Lender.

(h)           In the event that the Issuer makes any payment under any Letter of Credit and the Borrower that is the account party thereon shall not have repaid such amount to the Issuer pursuant to Section 2.18(l), the Issuer shall promptly notify the Agent, which shall promptly (and in any event by no later than 11:00 A.M. (Charlotte, North Carolina, time) on the first Business Day following the date of receipt by the Agent of such notice) notify each Revolving Credit Lender of such failure, and each Revolving Credit Lender shall promptly (and in any event by no later than 1:00 P.M. (Charlotte, North Carolina, time) on the date of receipt by such Revolving Credit Lender of such notice, or, in the case of any notice received by such Revolving Credit Lender on a day that is not a Business Day or after 11:00 A.M. (Charlotte, North Carolina, time) on any

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Business Day, by no later than 11:00 A.M. (Charlotte, North Carolina, time) on the first Business Day following such day of receipt) and unconditionally pay to the Agent for the account of the Issuer the amount of such Revolving Credit Lender’s Revolving Credit Ratable Portion of such payment in the currency of the payment by the Issuer and in immediately available funds.  If and to the extent any Revolving Credit Lender shall not have so made such Revolving Credit Lender’s Revolving Credit Ratable Portion of the amount of such payment available to the Agent for the account of the Issuer on the date specified above, such Revolving Credit Lender agrees to pay to the Agent for the account of the Issuer forthwith on demand such amount together with interest thereon, for each day from such date until the date such amount is paid to the Agent for the account of the Issuer, at the Federal Funds Rate.  The failure of any Revolving Credit Lender to make available to the Agent for the account of the Issuer such Revolving Credit Lender’s Revolving Credit Ratable Portion of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Agent for the account of the Issuer such Revolving Credit Lender’s Revolving Credit Ratable Portion of such payment on the date such payment is to be made, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Agent for the account of the Issuer such other Revolving Credit Lender’s Revolving Credit Ratable Portion of any such payment.

(i)            Whenever the Issuer receives a payment of a Reimbursement Obligation as to which the Agent has received for the account of the Issuer any payment from a Revolving Credit Lender pursuant to Section 2.18(h), the Issuer shall pay to the Agent and the Agent shall promptly pay to such Revolving Credit Lender, in immediately available funds, an amount equal to such Revolving Credit Lender’s pro rata share of such payment based on the amount such Revolving Credit Lender has paid in respect of such Reimbursement Obligation.

(j)            Upon the request of any Revolving Credit Lender, the Issuer shall furnish to such Revolving Credit Lender copies of any Letter of Credit Reimbursement Agreement to which the Issuer is a party and such other documentation as may reasonably be requested by such Revolving Credit Lender.

(k)           The obligations of the Revolving Credit Lenders to make payments to the Agent for the account of the Issuer with respect to Letters of Credit shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances (except as expressly provided in Section 2.18(g)), including, without limitation, any of the following circumstances:

(i)            any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

(ii)           the existence of any claim, set–off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, the Issuer, any Lender or any other Person, whether

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in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transaction (including, without limitation, any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit);

(iii)          any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv)          the surrender or impairment of any security for the performance or observance of any of the terms of any of the Collateral Documents;

(v)           the failure to satisfy any condition precedent to the issuance of any Letter of Credit; or

(vi)          the occurrence of any Default or Event of Default.

(l)            Each Borrower agrees to pay to the Issuer the amount of all Reimbursement Obligations owing to the Issuer under any Letter of Credit immediately when due, irrespective of any claim, set–off, defense or other right which such Borrower or any other Loan Party may have at any time against the Issuer or any other Person.  Each Borrower agrees to reimburse the Issuer for all amounts which the Issuer pays under such Letter of Credit no later than the time specified in such Letter of Credit Reimbursement Agreement.  If any Borrower does not pay (either from the proceeds of a Borrowing or otherwise) any such Reimbursement Obligation when due, such Reimbursement Obligation shall immediately constitute, without necessity of further act or evidence, a loan to such Borrower made by the Issuer except to the extent the Agent has received payment from the Revolving Credit Lenders for the account of the Issuer pursuant to Section 2.18(h).  Upon the making of such payment by any Revolving Credit Lender, such Revolving Credit Lender shall be deemed to have made a Revolving Credit Loan to such Borrower in the amount of such payment.  If any payment made by or on behalf of any Borrower and received by the Issuer with respect to any Letter of Credit is rescinded or must otherwise be returned by the Issuer for any reason and if the Issuer has made payment to the Agent on account thereof pursuant to Section 2.18(i), each Revolving Credit Lender shall, upon notice by the Issuer, forthwith pay over to the Issuer an amount equal to such Revolving Credit Lender’s pro rata share of the amount which must be so returned by the Issuer based on the respective amounts paid in respect thereof to the Revolving Credit Lenders pursuant to Section 2.18(i).

(m)          Each Borrower agrees to pay the following amounts with respect to Letters of Credit issued on its behalf:

(i)            to the Issuer for its own account, with respect to each Letter of Credit issued by the Issuer, a fronting fee equal to 0.125% per annum of the initial stated amount of such Letter of Credit (based on the initial stated term of such Letter of Credit), which fronting fee shall be payable in advance on the date such Letter of Credit is issued and on the date such Letter of Credit is renewed or extended (and, in the case of a renewal or extension, the fronting fee shall be based on the term of such renewal or

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extension and the amount available to be drawn under such Letter of Credit on the date of such renewal or extension);

(ii)           to the Agent, for the ratable benefit of the Issuer and the Revolving Credit Lenders, with respect to each Letter of Credit, a fee accruing at a rate per annum equal to the Applicable Eurocurrency Margin for Revolving Credit Loans that are Eurodollar Rate Loans of the maximum amount available from time to time to be drawn under such Letter of Credit (in the case of any Letter of Credit denominated in a currency other than Dollars, based on the Dollar Equivalent of the average undrawn amount thereof), payable in arrears (A) on the last day of each calendar quarter, commencing on the first such day following the issuance of such Letter of Credit and (B) on the Termination Date; provided, however, that during the continuance of an Event of Default, such fee shall be increased by two percent per annum and shall be payable on demand; and

(iii)          to the Issuer, with respect to the issuance, amendment or transfer of each Letter of Credit and each drawing made thereunder, documentary and processing charges in accordance with the Issuer’s standard schedule for such charges in effect at the time of issuance, amendment, transfer or drawing, as the case may be.

2.19         Swing Loans.  (a)  The Swing Loan Lender, in its sole discretion, on the terms and subject to the conditions contained in this Agreement, may make advances in Dollars to U.S. Operating Co. (each a “Swing Loan”) from time to time on any Business Day during the period from the Effective Date until the Business Day preceding the Termination Date in an amount not to exceed at any time outstanding the Swing Loan Availability at such time; provided, however, that no Swing Loan shall be made unless the conditions precedent set forth in Section 3.3 shall have been satisfied; and provided further, however, that, after giving effect to any requested Swing Loan, the aggregate principal amount of all Revolving Credit Loans and Swing Loans outstanding at such time and all Letter of Credit Obligations outstanding at such time may not exceed the lesser of (A) the Revolving Credit Commitments of the Revolving Credit Lenders at such time and (B) the Borrowing Base at such time.  All Swing Loans made to U.S. Operating Co. shall be made as Base Rate Loans.  The Swing Loan Lender shall be entitled to rely on the most recent Borrowing Base Certificate of the Borrowers delivered to the Swing Loan Lender.  Within the limits set forth above, Swing Loans repaid may be reborrowed under this Section 2.19.

(b)           Each Borrowing of a Swing Loan by U.S. Operating Co. shall be made on notice given by U.S. Operating Co. to the Swing Loan Lender not later than 3:00 P.M. (Charlotte, North Carolina, time) on the day of the proposed Borrowing specifying the amount thereof, and the amount thereof shall be made available to U.S. Operating Co. by the Swing Loan Lender at the address of the Swing Loan Lender notified by it to U.S. Operating Co.

(c)           The Swing Loan Lender shall notify the Agent in writing (which may be by telecopy) weekly, by no later than 10:00 A.M. (Charlotte, North Carolina, time) on the first Business Day of each week, of the aggregate principal amount of the

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Swing Loans made to U.S. Operating Co. then outstanding, and each Revolving Credit Lender shall, at such times and in the manner provided in subsection (e) below, pay to the Agent, for the account of the Swing Loan Lender, such Revolving Credit Lender’s Ratable Portion of such outstanding Swing Loans.

(d)           The Swing Loan Lender may demand that each Revolving Credit Lender pay to the Agent, for the account of the Swing Loan Lender, in the manner provided in subsection (e) below, such Revolving Credit Lender’s Revolving Credit Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid.

(e)           The Agent shall forward each notice referred to in subsection (c) above and each demand referred to in subsection (d) above to each Revolving Credit Lender on the day such notice or such demand is received by the Agent (except that any such notice or demand received by the Agent after 2:00 P.M. (Charlotte, North Carolina, time) on any Business Day or received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Agent until the next succeeding Business Day), together with a statement prepared by the Agent specifying the amount of each Revolving Credit Lender’s Revolving Credit Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.3 shall have been satisfied, all Swing Loans demanded to be paid pursuant to subsection (d) above each Revolving Credit Lender shall, before 11:00 A.M. (Charlotte, North Carolina, time) on the Business Day next succeeding the date of such Revolving Credit Lender’s receipt of such written statement, make available to the Agent, at the Payment Office for Dollars and in immediately available funds, for the account of the Swing Loan Lender, the amount specified in such statement.  Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall be deemed to have made a Revolving Credit Loan to the U.S. Operating Co. in the amount of such payment.  The Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender.  To the extent that any Revolving Credit Lender fails to make such payment available to the Agent for the account of the Swing Loan Lender, U.S. Operating Co. shall repay such Swing Loan on demand.

(f)            Upon the occurrence and during the continuance of a Default under Section 8.1(e), each Revolving Credit Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to subsection (e) above, which participation shall be in a principal amount equal to such Revolving Credit Lender’s Revolving Credit Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to subsection (e) above, in immediately available funds, an amount equal to such Revolving Credit Lender’s Revolving Credit Ratable Portion of such Swing Loan and in the currency thereof.  If such amount is not in fact made available by such Revolving Credit Lender to the Swing Loan Lender on such date, the Swing Loan Lender shall be entitled to recover such amount on demand from such

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Revolving Credit Lender together with interest accrued from such date at the Federal Funds Rate for three Business Days and thereafter at the rate of interest then applicable to Base Rate Loans.

(g)           From and after the date on which any Revolving Credit Lender is deemed to have made a Revolving Credit Loan pursuant to subsection (e) above with respect to any Swing Loan or purchases an undivided participation interest in a Swing Loan pursuant to subsection (f) above, the Swing Loan Lender shall promptly distribute to such Revolving Credit Lender such Revolving Credit Lender’s pro rata share of all payments of principal of and interest received by the Swing Loan Lender on account of such Swing Loan other than those received from a Lender pursuant to Section 2.16.

2.20         Covenant to Pay.  (a)  For value received, each of Dutch Holdings, Euramax International Holdings B.V.,Dutch Company, Dutch Operating Co. and Coated Products B.V. and each other Loan Party incorporated and existing under the laws of The Netherlands (each a “Dutch Loan Party”), and Newco U.K. II and Euramax U.S. (together with the Dutch Loan Parties, the “Covenant to Pay Parties” and each a “Covenant to Pay Party”) hereby agrees and covenants with the Agent that it shall pay to the Agent on demand amounts equal to all amounts which such Covenant to Pay Party is now or may at any time and from time to time hereafter be obligated to pay to the Guarantied Parties or the Secured Parties or any one or more of them under any of the Loan Documents to which such Covenant to Pay Party is now or may at any time become a party, if and when such amounts become due and payable (such agreement and covenant is hereafter referred to as a “Covenant Obligation”).

(b)           If, after foreclosure of all Collateral in which a Lien is granted by any Covenant to Pay Party, the proceeds are not sufficient to satisfy and discharge such Covenant to Pay Party’s Covenant Obligation, the remainder of such Covenant Obligation shall then cease to exist, but without prejudice to any other Obligations and Guarantied Obligations which such Covenant to Pay Party may have and without prejudice to any other remedies which the Guarantied Parties or the Secured Parties may have under any of the Loan Documents.

(c)           Each of the Covenant to Pay Parties and the Agent agree and acknowledge that (i) each Covenant to Pay Party’s Covenant Obligation consists of obligations and liabilities of such Covenant to Pay Party to Wachovia, as Agent, separate and independent from and without prejudice to the other Obligations and Guarantied Obligations which such Covenant to Pay Party has or may have at any time to the Lenders (including Wachovia), the Issuer and the Agent under this Agreement or any of the other Loan Documents or otherwise, and (ii) each such Covenant to Pay Party’s Covenant Obligation represents the Agent’s own claim (i.e., “vordering op naam”) to receive payment of such Covenant to Pay Party’s Covenant Obligation, separate and independent from any claims of the Guarantied Parties and the Secured Parties on such Covenant to Pay Party, provided that the total liability of each Covenant to Pay Party under its Covenant Obligation shall be decreased from time to time to the extent that such Covenant to Pay Party, or any other applicable Loan Party, shall have permanently paid any amounts due under this Agreement or any of the other Loan Documents with respect

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to its other Obligations and Guarantied Obligations.  Consequently, the total liability of each Covenant to Pay Party under its Obligations and Guarantied Obligations shall be decreased from time to time to the extent that such Covenant to Pay Party, or any other applicable Loan Party, shall have fully and finally paid any amounts due under this Agreement or any of the other Loan Documents with respect to its Covenant Obligation.

(d)           Without limitation of the foregoing provisions of this Section 2.20, nothing contained in this Section shall in any way negate or affect any Obligations or Guarantied Obligations other than the Covenant Obligation which any of the Covenant to Pay Parties has or at any time may have under the Loan Documents or otherwise to the Lenders, the Issuer and the Agent.

ARTICLE III

CONDITIONS OF EFFECTIVENESS
OF THIS AGREEMENT AND OF LENDING

3.1           Conditions Precedent to Effectiveness of this Agreement, the Making of the Initial Loans and the Issuance of Letters of Credit.  The effectiveness of this Agreement and the obligation of each Lender to make its initial Loan or Loans hereunder and of the Issuer to issue any Letter of Credit hereunder is subject to satisfaction of the conditions precedent that the Agent shall have received each of the following, each dated the Effective Date unless otherwise indicated, in form and substance satisfactory to the Agent and (except for the Notes, the certificates representing Pledged Shares referred to below and the stock powers relating thereto, and instruments constituting part of the Collateral) in sufficient copies for each Lender and the Issuer, together with, unless waived by the Agent, a certified English translation of each below–referenced document submitted in a language other than English (the date of satisfaction of the conditions precedent set forth in this Section 3.1 and in Section 3.2 being the “Effective Date”):

(a)           Counterparts of this Agreement, duly executed by the parties hereto, together with evidence that (i) the Existing Agent, the Existing Issuer and the Existing Lenders shall have received payment in full of all Obligations owing pursuant to (and as defined in) the Existing Credit Agreement and the Loan Documents referred to therein other than payment of the outstanding principal amount of the Existing Revolving Loans and (ii) all outstanding Existing Swing Loans shall have been paid in full;

(b)           the Revolving Loan Notes, executed by the applicable Borrowers to the order of the applicable Lenders, respectively;

(c)           the Term Loan Notes, executed by the Term Loan Borrower to the order of the applicable Lenders;

(d)           Duly executed counterparts to each of the following:

(i)            the 2003 Master Assignment and Assumption Agreement;

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(ii)           the 2003 Domestic and Dutch Amendatory and Consent Agreement;

(iii)          the 2003 U.K. Consent Agreement;

(iv)          the 2003 U.K. Collateral Trust Deed;

(v)           the Paribas Dutch Collateral Releases;

(vi)          the Dutch Security Agreement executed by Coated Products B.V. (i.e., the Coated Products B.V. Asset Pledge Agreement);

(vii)         the Dutch Holdings Share and Debt Pledge Agreement;

(viii)        the Dutch Company Share and Debt Pledge Agreement;

(ix)           the Dutch Operating Co. Share Pledge Agreement;

(x)            the Newco U.K. II Share Pledge Agreement;

(xi)           the Euramax U.S. Share Pledge Agreement (Dutch);

(xii)          the Dutch Mortgage or Dutch Mortgages executed by Coated Products B.V. respecting all Land owned by Coated Products B.V.;

(xiii)         each of the 2003 French Amendatory Documents; and

(xiv)        the Post-Closing Letter;provided, however, that, any other term or condition of this Agreement or any other Loan Document to the contrary notwithstanding, the Loan Parties shall have until 4:00 P.M. (Atlanta, Georgia, time) on October 17, 2003, to deliver the documents described in Section 3.1(d)(vi) through and including 3.1(d)(xii), and the opinion letter described in Section 3.1(h)(ii)(B), and, in any event, until all of such documents are delivered in form and substance reasonably satisfactory to the Agent, no property or Collateral described in, or pledged pursuant to, such documents shall be included in the calculation of the Borrowing Base;

(e)           To the extent reasonably deemed necessary by the Agent, UCC financing statements or amendments thereto respecting the Liens of the Agent granted pursuant to any Domestic Collateral Document, including, without limitation, financing statements respecting Euramax U.S. and the Proposed Transaction Acquisition Subsidiary, each in such form as is reasonably satisfactory to the Agent;

(f)            A certificate of the Secretary or an Assistant Secretary of each Loan Party (or, in the case of any Loan Party incorporated or organized under the laws of England and Wales, any other Responsible Officer or authorized signatory thereof or, in the case of any Loan Party organized under the laws of The Netherlands, a managing director thereof), each certifying as correct, complete, and in full force and effect on the Effective Date (i) the resolutions of its Board of Directors approving this Agreement and

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each other Loan Document in connection herewith to which it or its Subsidiaries is a party or acknowledges, (ii) all documents evidencing other necessary corporate action, shareholder action and required governmental and third party approvals, licenses and consents with respect to each Loan Document to which it or its Subsidiaries (except any Subsidiary that is a Loan Party) is a party, (iii) a copy of its and each of its Subsidiaries’ (other than Subsidiaries that are Loan Parties and other than with respect to the French Operating Co.) (A) certificates of incorporation (or other equivalent organizational documents) and (B) by–laws (or other equivalent governing documents), if any, in each case as of the Effective Date and (iv) the names and true signatures of each of its officers who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Person and (v) in the case of French Operating Co., (A) an original certificate of incorporation (extrait K–bis) and an original certificate of non–insolvency (certificat de non–faillite) as of a recent date, (B) a copy of its by–laws as of the Effective Date, as certified by French Operating Co.’s chairman of the board and (C) the original power of attorney to be granted by the chairman of the board of French Operating Co. to the officer who shall execute and deliver any Loan Document or other document required hereunder to be executed and delivered by French Operating Co.

(g)           A copy of the articles or certificate of incorporation (or other organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party or, in the case of any Foreign Loan Party, by the applicable Governmental Authority, or, in the case of any Loan Party organized in The Netherlands, by the applicable Dutch Chamber of Commerce, or, in the case of any Loan Party organized or incorporated under the laws of the United Kingdom, a Responsible Officer thereof, together with, in the case of any Domestic Loan Party (other than Richmond Company), certificates of such officials attesting to the good standing of each such Loan Party.

(h)           (i)  A favorable opinion of Dechert LLP, special counsel to the Loan Parties, in substantially the form of Exhibit J and as to such other matters as any Lender through the Agent may reasonably request and (ii) favorable opinions of each of (A) Dechert, special French counsel to the Loan Parties and (B) Nauta Dutilh, special Netherlands counsel to the Loan Parties, each in form and substance satisfactory to the Agent and as to such matters as any Lender through the Agent may reasonably request.

(i)            A letter from the Process Agent, in substantially the form of Exhibit I, agreeing to act as Process Agent for each Loan Party and to forward forthwith all process received by it to such Loan Party.

(j)            A Solvency Certificate of the chief financial officer of Euramax U.S. to the effect that it and each of its Subsidiaries were Solvent immediately before the effectiveness of this Agreement and will remain Solvent after giving effect to any Revolving Credit Loans to be made hereunder and the application of the proceeds thereof in accordance with Section 6.10, the payment of all Costs and all estimated legal, accounting and other fees related hereto and thereto and to all obligations, if any, under

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Pension Plans or the equivalent for unfunded retirement benefits and unfunded medical (including post–retirement) and death benefits.

(k)           A Borrowing Base Certificate from each Borrower as of the last day of the fiscal month of such Borrower ended immediately preceding the Effective Date.

(l)            A certificate signed by a Responsible Officer of each Loan Party (or by a managing director of such Loan Party in the case of any Loan Party organized under the laws of The Netherlands) stating that on the Effective Date the following statements are true and correct with respect to such Loan Party and its Subsidiaries:

(i)            (A)  The statements set forth in Section 3.3 are true after giving effect to the Existing Revolving Credit Loans and the Loans being made on the Effective Date and (B) no Default or Event of Default under, and as defined in, the Existing Credit Agreement has occurred and is continuing and all representations and warranties contained therein and in the Loan Documents referred to therein are true and correct on and as of the Effective Date.

(ii)           All costs and accrued and unpaid fees and expenses (including, without limitation, reasonable fees and expenses of counsel) required to be paid to the Lenders and the Agent on or before the Effective Date, including, without limitation, those referred to in Sections 2.4 and 10.4, to the extent then due and payable, in each case have been paid.

(iii)          All necessary approvals from Governmental Authorities and all necessary approvals from third parties required to be obtained in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby have been obtained and remain in effect, and all applicable waiting periods have expired without any action being taken by any competent authority which restrains, prevents, impedes, delays or imposes materially adverse conditions upon this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby or the exercise of control by Euramax U.S. over any of its Subsidiaries.

(iv)          There exists no judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby, the Loans or the exercise of control by Euramax U.S. or any of its Subsidiaries over any of its Subsidiaries.

(v)           There exists no claim, action, suit, investigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which relates to this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby or which, if adversely determined, has a reasonable likelihood of having a Material Adverse Effect.

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(vi)          There shall not occur as a result of the consummation of any of this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby a default (or any event which with the giving of notice or lapse of time or both would be a default) under Contractual Obligations of or relating to any Loan Party or any of its Subsidiaries not being repaid in full and terminated on or prior to the Effective Date except those which could not individually or in the aggregate have a Material Adverse Effect.

(vii)         In the case of Euramax U.S., each Related Document is in full force and effect and the representations and warranties contained therein are true and correct in all material respects.

(m)          Payment in full in cash of all fees, costs, expenses and other Obligations due and payable on or before the Effective Date.

(n)           Evidence in form and substance satisfactory to the Agent that the insurance policies of the type and in the amounts required by Section 6.4 are in full force and effect and showing that the Agent has been named as additional insured or loss payee, as applicable;

(o)           A duly executed Account Designation Letter;

(p)           Such documents as the Agent may reasonably deem necessary to effect the assignment of the rights of the Former Agent and the Former U.K. Trustee to the Agent and/or Wachovia in its capacity as U.K. Trustee, as applicable, in and to the Domestic Mortgages and the U.K. Debentures, each in form and substance reasonably satisfactory to the Agent; and

(q)           Such additional documents, information (including financial information) and materials as any Lender, through the Agent, may reasonably request.

3.2           Additional Conditions Precedent to Effectiveness of this Agreement, the Making of the Initial Loans and the Issuance of Letters of Credit.  The effectiveness of this Agreement and the obligation of each Lender to make its initial Loan hereunder and of the Issuer to issue any Letter of Credit hereunder on the Effective Date is subject to the further conditions precedent that:

(a)           The Agent shall have received a true, correct, and complete copy of each Related Document.

(b)           Neither the Agent nor any Lender in its sole judgment shall have determined (i) that since December 31, 2002, there has been any Material Adverse Change or any occurrence or development which has had a Material Adverse Effect, or (ii) that since December 31, 2002, there has occurred any adverse change which the Agent or such Lender deems material in the market for senior debt financings for leveraged acquisitions or in the financial markets generally or (iii) that there is any claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or threatened in any court or before any

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arbitrator or Governmental Authority which, if adversely determined, has a reasonable likelihood of having a material adverse effect on any of this Agreement, the other Loan Documents or the transactions contemplated hereby and thereby or a Material Adverse Effect or (iv) that any judgment, order, injunction or other restraint imposes materially adverse conditions upon this Agreement, the other Loan Documents or the transactions contemplated hereby and thereby.

(c)           Nothing contained in any public disclosure made by, or in any information disclosed by, CVC, any Loan Party, or any of their respective Subsidiaries or Affiliates, to any Lender or to the Agent shall lead any Lender or the Agent, in such Lender’s or the Agent’s sole judgment, exercised reasonably, to determine that, and neither any Lender nor the Agent shall have become aware of any fact not disclosed to the Lenders and the Agent which shall lead any Lender or the Agent to determine that, any Loan Party’s or any of its Subsidiary’s condition (financial or otherwise), operations, performance, properties or prospects are different in any material and adverse respect from that derived by such Lender or the Agent from public filings of and information disclosed by CVC, any Loan Party, or any of their respective Subsidiaries or Affiliates.

3.3           Conditions Precedent to the Making of Each Loan and Each Issuance of any Letter of Credit.  The obligation of each Lender to make any Loan (including any Loan being made by such Lender on the Effective Date) and of the Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that:

(a)           The following statements shall be true on the date of such Loan or such issuance, before and after giving effect thereto and to the application of the proceeds therefrom and to such issuance (and the acceptance by any Borrower of the proceeds of such Loan or the issuance of such Letter of Credit shall constitute a representation and warranty by each Loan Party that on the date of such Loan or such issuance such statements are true):

(i)            The representations and warranties of such Loan Party contained in Article IV and of each Loan Party in the other Loan Documents are correct on and as of such date as though made on and as of such date; and

(ii)           No Default or Event of Default exists prior to, or will result from, the making of the Loans, or the issuance of the Letter of Credit, on such date.

(b)           The making of the Loans or the issuance of such Letter of Credit on such date does not violate any Requirement of Law and is not enjoined, temporarily, preliminarily or permanently.

(c)           The Agent shall have received such additional documents, information and materials as the Issuer or any Lender, through the Agent, may reasonably request.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the Issuer and the Agent to enter into this Agreement, each Loan Party represents and warrants as to itself and its Subsidiaries that, on and after the Effective Date:

4.1           Existence; Compliance with Law.  Each Loan Party and each of its Subsidiaries (i) is a corporation duly organized and, other than Richmond Company, is validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) other than Richmond Company, is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except for failures which in the aggregate have no Material Adverse Effect; (iii) has all requisite corporate, limited liability company, partnership or other power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted; (iv) is in compliance with its certificate of incorporation (or equivalent organizational documents) and by–laws (or equivalent governing documents); (v) is in compliance with all other applicable Requirements of Law except for such non–compliances as in the aggregate have no Material Adverse Effect; and (vi) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents or approvals which can be obtained by the taking of ministerial action to secure the grant or transfer thereof or failures which in the aggregate have no Material Adverse Effect.

4.2           Power; Authorization; Enforceable Obligations.  (a)  The execution, delivery and performance by each Loan Party and each of its Subsidiaries of the Loan Documents and each of the Related Documents to which it is a party:

(i)            are within its corporate, limited liability company, partnership or other powers;

(ii)           have been or, at the time of delivery thereof pursuant to Article III, will have been duly authorized by all necessary corporate, limited liability company, partnership or other action, including, without limitation, the consent of shareholders, partners or members where required;

(iii)          do not and will not (A) contravene its or any of its Subsidiaries’ respective certificate of incorporation or by–laws or other comparable governing documents, (B) violate any other applicable Requirement of Law (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), or any order or decree of any Governmental Authority or arbitrator, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any of its Contractual Obligations or any

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Contractual Obligations of its Subsidiaries except those which, individually or in the aggregate, the breach, default or termination or acceleration of which could not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of its property or the property of any of its Subsidiaries, other than those in favor of the Agent pursuant to the Collateral Documents; and

(iv)          do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those which have been or will be, prior to the Effective Date unless otherwise specifically provided in Section 3.1, obtained or made and copies of which have been or will be delivered to the Agent pursuant to Section 3.1, and each of which will be in full force and effect.

(b)           This Agreement, each of the other Loan Documents and each of the Related Documents has been, or will have been upon delivery thereof pursuant to Section 3.1, duly executed and delivered by each Loan Party and each of its Subsidiaries party thereto.  This Agreement and the other Loan Documents are, and each of the Related Documents is, or will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party or any of its Subsidiaries party thereto, enforceable against it in accordance with its terms.

4.3           Taxes.  All federal, state, local and foreign tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Loan Party or any of its Tax Affiliates have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions due and payable have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non–payment thereof, except where contested in good faith and by appropriate proceedings if (i) adequate reserves therefor have been established on the books of such Loan Party or such Tax Affiliate in conformity with GAAP and (ii) all such non–payments in the aggregate have no Material Adverse Effect.  Proper and accurate amounts have been withheld by each Loan Party and each of its respective Tax Affiliates from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law and such withholdings have been timely paid to the respective Governmental Authorities.  No Loan Party nor any of its Tax Affiliates has (i) executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any charges; (ii) agreed or been requested to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; or (iii) any obligation under any written tax sharing agreement other than pursuant to the Tax Allocation Agreement, except such extension, adjustment and/or obligation to which the Agent and Majority Lenders have consented (other than the Group Payment Arrangement with the United Kingdom Inland Revenue with Coated Products U.K. as the nominated company).

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4.4           Full Disclosure.  No written statement prepared or furnished by or on behalf of any Loan Party or any of its Subsidiaries or Affiliates in connection with any of the Loan Documents or the Related Documents or the consummation of the transactions contemplated thereby, and no financial statement delivered pursuant hereto or thereto, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were presented.  All facts known to each Loan Party which are material to an understanding of the financial condition, business, properties or prospects of such Loan Party or its Subsidiaries have been disclosed to the Lenders.

4.5           Financial Matters.  (a)  The consolidated balance sheet of Euramax U.S. and its Subsidiaries as at the end of the Fiscal Year ending December 31, 2002, and the related consolidated statements of income, retained earnings and cash flows of Euramax U.S. and its Subsidiaries for the Fiscal Year then ended, certified by Ernst & Young LLP, copies of which have been furnished to each Lender, fairly present the consolidated financial condition of Euramax U.S. and its consolidated Subsidiaries, as at such dates and the consolidated results of the operations of Euramax U.S. and its consolidated Subsidiaries for the period ended on such dates, all in conformity with GAAP.

(b)           Since December 31, 2002, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect, it being understood that making Permitted Stock Payments in accordance with the terms hereof shall be deemed not to constitute a Material Adverse Change.

(c)           Neither Euramax U.S. nor any of its Subsidiaries had at December 31, 2002, any material obligation, contingent liability or liability for taxes, long–term leases or unusual forward or long–term commitment which is not reflected in the respective balance sheet at such dates referred to in subsection (a) above or in the notes thereto.

(d)           The unaudited consolidated balance sheet of Euramax U.S. and its consolidated Subsidiaries as of the last day of the fiscal month ending immediately before the Effective Date, a copy of which has been delivered to each Lender, reflects as of such date the consolidated financial condition of Euramax U.S. and its Subsidiaries, and the Projections and assumptions expressed therein, assuming all activities described therein had been accomplished on the dates set forth therein and on the assumptions made therein, were reasonably based on the information available to Euramax U.S. at the time so furnished.

(e)           Each Loan Party is, and on a consolidated basis each Loan Party and its Subsidiaries are, Solvent.

4.6           Litigation.  Except as set forth on Schedule 4.6, there are no pending or, to the knowledge of any Loan Party, threatened actions, investigations or proceedings affecting such Loan Party or any of its Subsidiaries before any court, Governmental Authority or arbitrator, other than those that in the aggregate, if adversely determined,

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would have no Material Adverse Effect.  None of this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby or the performance of any action by any Loan Party required or contemplated by any of the Loan Documents or the Related Documents is restrained or enjoined (either temporarily, preliminarily or permanently), and no material adverse condition has been imposed by any Governmental Authority or arbitrator upon any of the foregoing or the exercise of control by Euramax U.S. over any other Loan Party or any of their respective Subsidiaries.

4.7           Margin Regulations.  No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Borrowing will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

4.8           Ownership; Subsidiaries.  (a)  Set forth on Part 1 of Schedule 4.8 hereto is a complete and accurate list, as of the Effective Date, of all Loan Parties, their respective jurisdictions of organization, the authorized Stock of each Loan Party, the number of outstanding shares of each class of Stock of each Loan Party and the beneficial owners thereof, including any Qualifying Shares.  All of the outstanding Stock of each Loan Party has been validly issued, is fully paid and non–assessable and as of the Effective Date is owned beneficially and of record by each Person specified in Part 1 of Schedule 4.8, in each case free and clear of all Liens other than the Liens granted to the Agent under the Collateral Documents.  No authorized but unissued shares, no treasury shares and, to the best knowledge of each Loan Party, no other outstanding shares of Stock of any Loan Party are subject to any option, warrant, right of conversion or purchase or any similar right, except, in the case of Stock of Euramax U.S., pursuant to the Stockholders Agreement and the organizational documents of Euramax U.S.  There are no agreements or understandings with respect to the voting, sale or transfer of any shares of Stock of any Loan Party, or, to the best knowledge of each Loan Party, any agreement restricting the transfer or hypothecation of any such shares, other than agreements or understandings respecting the transfers of the Stock of Dutch Holdings in connection with the Dutch Holding Company Transaction and, in the case of Stock of Euramax U.S., the Stockholders Agreement, Registration Rights Agreement and the organizational documents of Euramax U.S.

(b)           Set forth on Part 2 of Schedule 4.8 hereto is a complete and accurate list, as of the Effective Date, of all Subsidiaries of each Loan Party (other than Subsidiaries that are Loan Parties listed on Part 1 of Schedule 4.8), the jurisdiction of its organization, the number of shares of each class of Stock authorized, the number of such shares outstanding on the Effective Date, the percentage of the outstanding shares of each such class owned (directly or indirectly) by such Loan Party, and the number of any Qualifying Shares.  No Stock of any Subsidiary of any Loan Party is subject to any outstanding option, warrant, right of conversion or purchase or any similar right.  All of the outstanding capital Stock of each such Subsidiary has been validly issued, is fully paid and non–assessable and is owned by such Loan Party, free and clear of all Liens other than the Liens granted to the Agent pursuant to the Collateral Documents.  None of

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the Loan Parties or their respective Subsidiaries is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any shares of Stock of any Subsidiary of any Loan Party, other than the Loan Documents, the Stockholders Agreement and the Senior Subordinated Indentures.  No Loan Party owns or holds, directly or indirectly, any capital stock or equity security of, or any equity interest in, any Person other than such Subsidiaries or another Loan Party or as permitted by Section 7.6.

4.9           ERISA.  (a)  Except as set forth on Schedule 4.9, there are no Plans that are Multiemployer Plans.

(b)           Each Plan and any related trust intended to qualify under Code Section 401 or 501 will be timely filed with the IRS for its determination that each such Plan and related trust is qualified.

(c)           None of the Loan Parties or any of their respective Subsidiaries or ERISA Affiliates, with respect to any Domestic Pension Plan or Foreign Pension Plan, has failed to make any contribution or pay any amount due as required by Section 412 of the Code or Section 302 of ERISA or other applicable law, and all required contributions and benefits have been paid in accordance with the provisions of each such plan.

(d)           There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or proceedings (other than claims for benefits in the normal course), relating to any Plan or Foreign Pension Plan other than those that in the aggregate, if adversely determined, would have no Material Adverse Effect.

(e)           No Domestic Pension Plan, individually or in the aggregate with all Domestic Pension Plans, has any unfunded accrued benefit liabilities, as determined by using reasonable actuarial assumptions utilized by such plan’s actuary for funding purposes, exceeding $3,000,000.  Within the last five years no Loan Party or any of its Subsidiaries or ERISA Affiliates has caused a Domestic Pension Plan with any such liabilities to be transferred outside of its “controlled group” (within the meaning of Section 4001(a)(14) of ERISA).

(f)            Except as disclosed on Schedule 4.9, no Plan or Foreign Pension Plan provides for continuing health, disability, accident or death benefits or coverage for any participant or his or her beneficiary after such participant’s termination of employment (except as may be required by Section 4980B of the Code and at the sole expense of the participant or the beneficiary) which would result in the aggregate under all Plans in a liability in an amount which would have a Material Adverse Effect.

(g)           Each Plan is in compliance in all material respects with applicable provisions of ERISA, the Code and other Requirements of Law, except for non-compliances that in the aggregate would not have a Material Adverse Effect.

4.10         Liens; Indebtedness.  There are no Liens of any nature whatsoever on any properties of any Loan Party or any of its Subsidiaries other than those permitted by Section 7.1.  The Liens granted to the Agent pursuant to the Collateral Documents are fully perfected, first–priority Liens in and to the Collateral covered thereby.  Regardless

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of the Indebtedness otherwise permitted hereby (including, without limitation, permitted pursuant to Section 7.2, Schedule 7.2(a) lists all Indebtedness of the Loan Parties existing on the Effective Date which would be included within the scope of clauses (a), (b), (c), and (d) of the definition of “Indebtedness” and Indebtedness secured by a purchase money security interest.

4.11         Restricted Payments.  No Loan Party has, since the Effective Date, except as permitted by Section 7.4, (a) declared or made any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its Stock, (b) made any payment or distribution on account of any Indebtedness for or in respect of borrowed money except to the extent permitted by this Agreement, including, without limitation, to secure any waiver or consent in respect of any such Indebtedness, (c) purchased, redeemed or otherwise acquired for value or made any payment in respect of any of its Stock or Stock Equivalents, (d) purchased, redeemed, prepaid, defeased or otherwise acquired for value any Indebtedness for or in respect of borrowed money or (e) permitted any of its Subsidiaries to do so.

4.12         No Burdensome Restrictions; No Defaults; Contractual Obligations.       (a)  None of the Loan Parties nor any of their Subsidiaries (i) is a party to any Contractual Obligation the compliance with which would have a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, will result in the creation of a Lien (other than a Lien granted pursuant to a Loan Document) on the property or assets of any thereof or (ii) is subject to any charter or corporate restriction which has a Material Adverse Effect.

(b)           None of the Loan Parties nor any of their Subsidiaries is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of any Loan Party, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any of its Subsidiaries, other than those defaults which in the aggregate have no Material Adverse Effect.

(c)           No Event of Default or Default has occurred and is continuing.

(d)           There is no Requirement of Law the compliance with which by any Loan Party or any of its Subsidiaries would have a Material Adverse Effect.

(e)           No Subsidiary of any Loan Party is subject to any Contractual Obligation restricting or limiting its ability (i) to transfer its assets to such Loan Party, (ii) to declare or make any dividend payment or other distribution on account of any shares of any class of its Stock or (iii) its ability to purchase, redeem, or otherwise acquire for value or make any payment in respect of any such shares or any shareholder rights.

(f)            As of the date hereof, none of the Loan Parties or their respective Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal, or other contractual right, to effect an Investment, or any Contractual Obligation to effect an Asset Sale.

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4.13         No Investments.  Except as permitted by Section 7.6, none of the Loan Parties or their respective Subsidiaries is engaged in any joint venture or partnership with any other Person or maintains any other Investment.

4.14         Government Regulation.  (a)  None of the Loan Parties or their respective Subsidiaries is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended, or subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or any other foreign, federal or state statute or regulation such that its ability to incur Indebtedness is limited, or its ability to consummate the transactions contemplated hereby or by any other Loan Document, or the exercise by the Agent or any Lender of rights and remedies hereunder or thereunder, is impaired.  The making of the Loans by the Lenders, the application of the proceeds and repayment thereof by the Loan Parties or any of them and the consummation of the transactions contemplated by the Loan Documents will not violate any provision of any of the foregoing or any rule, regulation or order issued by the Securities and Exchange Commission thereunder.

(b)           No Loan Party or any of its Subsidiaries or any of its or their respective properties has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under any Requirement of Law of any Governmental Authority.

(c)           There is no tax, levy, impost, deduction, charge or withholding imposed by any Governmental Authority either (i) on or by virtue of the execution or delivery of this Agreement, the Notes, any other Loan Document or any other document to be furnished hereunder or (ii) on any payment to be made by any Loan Party or any of its Subsidiaries pursuant to this Agreement, the Notes or any other Loan Document.

(d)           To ensure the legality, validity, enforceability or admissibility in evidence of this Agreement, the Notes or any other Loan Document in any jurisdiction, it is not necessary that this Agreement, the Notes, any other Loan Document or any other document be filed or recorded with any court or other Governmental Authority in any jurisdiction or that any stamp or similar tax be paid on or in respect of this Agreement, the Notes or any other Loan Document.

4.15         Insurance.  All policies of insurance of any kind or nature owned by or issued to any Loan Party or any of its Subsidiaries, including, without limitation, policies of life, fire, theft, product liability, public liability, property damage, other casualty, employee fidelity, workers’ compensation and employee health and welfare insurance, are in full force and effect and are of a nature and provide such coverage as is sufficient and as is customarily carried by companies of the size and character of such Person.  None of the Loan Parties or any of their Subsidiaries has been refused insurance for which it applied or had any policy of insurance terminated.

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4.16         Labor Matters.  (a)  There are no strikes, work stoppages, slowdowns or lockouts pending or threatened against or involving any Loan Party or any of its Subsidiaries, other than those which in the aggregate have no Material Adverse Effect.

(b)           There are no unfair labor practice charges, arbitrations or grievances pending against or involving, or to the knowledge of any Loan Party threatened against, any Loan Party or its Subsidiaries, nor, to the knowledge of any Loan Party, are there any arbitrations or grievances threatened involving any Loan Party or its Subsidiaries, other than those which, in the aggregate, if resolved adversely to such Loan Party or such Subsidiary, would have no Material Adverse Effect.

(c)           Except as set forth on Schedule 4.16, as of the Effective Date, no Loan Party or any of its Subsidiaries is a party to, or has any obligations under, any collective bargaining agreement.

(d)           There is no organizing activity involving any Loan Party or any of its Subsidiaries pending or, to any Loan Party’s knowledge, threatened by any labor union or group of employees, other than those which in the aggregate have no Material Adverse Effect.  There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened with the National Labor Relations Board or similar board or authority in any jurisdiction, and no labor organization or group of employees of any Loan Party or any of its Subsidiaries have made a pending demand for recognition, other than those which in the aggregate have no Material Adverse Effect.

4.17         Force Majeure.  Neither the business nor the properties of any Loan Party or any of its Subsidiaries are currently suffering from the effects of any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance), other than those which in the aggregate have no Material Adverse Effect.

4.18         Use of Proceeds of Loans and Use of Letters of Credit.  (a)  Subject to Section 4.18(c), the proceeds of the Loans are being used solely as follows:

(i)            to refinance any loans outstanding under the Existing Credit Agreement (to the extent any such loans are outstanding) and the costs, fees, and expenses arising on account of such refinancing;

(ii)           for general corporate and working capital purposes; and

(iii)          (A) the making of Permitted Stock Payments in accordance with and subject to the terms hereof (including, without limitation, Section 7.4) and (B) to finance the Proposed Transaction in accordance with and subject to the terms hereof (including, without limitation, Section 7.6(k)).

(iv)          except as otherwise permitted by Article VII, no portion of the proceeds of the Loans will be used by any Borrower or any other Loan Party (A) in connection with, whether directly or indirectly, any tender offer for, or other acquisition of, stock of any corporation with a view towards obtaining control of such other

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corporation, unless directly in connection with the Proposed Transaction, (B) directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any Margin Stock, or (C) for any purpose in violation of any applicable law or regulation.

(b)           Subject to Section 4.18(c), the Letters of Credit (upon their being issued) are being used for general corporate and working capital purposes.

(c)           Any other term or provision of this or any other Loan Document to the contrary notwithstanding, each of Euramax U.S., the Borrowers, and the other Loan Parties agrees that no part of the proceeds of any Loans may be used, directly or indirectly, in any manner prohibited by Section 151 of the Companies Act 1985, in any manner constituting unlawful financial assistance (as defined therein), or in any other unlawful manner.

4.19         Environmental Protection.  (a)  Except as disclosed on Schedule 4.19 and except for any matter referred to below that would not reasonably be expected to individually result in Environmental Liabilities and Costs in excess of $500,000 or, when the Environmental Liabilities and Costs to which such Loan Party or such Subsidiary are reasonably likely to be subjected as a result thereof are aggregated with the Environmental Liabilities and Costs to which all Loan Parties and their Subsidiaries are reasonably likely to be subjected as a result of all matters referred to below, would not reasonably be expected to exceed $4,000,000 in the aggregate and no Environmental Lien arises therefrom:

(i)            all Facilities of any Loan Party or any of its Subsidiaries are free from contamination by any Hazardous Material;

(ii)           each Loan Party and each of its Subsidiaries are, and for the past three years have been, in compliance with all Environmental Laws;

(iii)          no Loan Party or any of its Subsidiaries has liabilities with respect to Hazardous Materials, including liabilities associated with contamination from Hazardous Materials, and no facts or circumstances exist which could, in any such case, reasonably be expected to give rise to liabilities with respect to Hazardous Materials;

(iv)          each Loan Party and each of its Subsidiaries has obtained and currently maintains all Environmental Permits necessary for its operations and is in material compliance with such Environmental Permits, and there are no Legal Proceedings pending nor, to the best knowledge of each Loan Party and each of its Subsidiaries, threatened to revoke, terminate or materially modify, or alleging the violation of, such Environmental Permits, and, to the best knowledge of each Loan Party and each of its Subsidiaries, there are no facts, circumstances or conditions that would prevent timely renewal of such Environmental Permits or that are reasonably likely to require Capital Expenditures to obtain renewal;

(v)           no operations at current or past Facilities of a Loan Party or any of its Subsidiaries, nor, to the best knowledge of each Loan Party and its

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Subsidiaries, any operations at Facilities of any predecessors of such Loan Party or any of its Subsidiaries, are subject to any pending or, to the best knowledge of each Loan Party or any of its Subsidiaries, threatened legal proceeding, any outstanding written Order or Contract relating to environmental matters, including Environmental Liens, with any Person or to any investigation by a Governmental Authority respecting (A) Environmental Laws, (B) Remedial Action, (C) any Environmental Claim or (D) the Release or threatened Release of any Hazardous Material; and

(vi)          there is not now, nor, to the best knowledge of any Loan Party or any Subsidiary thereof, has there been in the past, at, on, in or under any Facility of any Loan Party or any of its Subsidiaries or, to the best knowledge of any Loan Party or any Subsidiary thereof, any of their predecessors (A) any underground storage tanks or surface tanks or impoundments, (B) any asbestos–containing materials, (C) any polychlorinated biphenyls or (D) any radioactive substances.

(b)           Except as disclosed on Schedule 4.19, no Loan Party or any of its Subsidiaries is a transporter of hazardous waste or the owner or operator of a hazardous waste treatment, storage or disposal facility, as defined under 40 C.F.R. Parts 260-270 or any state, local, territorial or foreign equivalent (“TSDF”); and, to the best knowledge of any Loan Party or any of its Subsidiaries, no Facilities of any Loan Party or any of its Subsidiaries has previously been a TSDF.

(c)           The exceptions set forth on Schedule 4.19 are not reasonably likely to result in the Loan Parties and their Subsidiaries incurring Environmental Liabilities and Costs in excess of $5,000,000 in the aggregate.

(d)           Each Loan Party and each Subsidiary of each Loan Party has provided the Agent copies of all environmental, health or safety inspections, reports, audits, investigations, assessments, analyses and other reports relating to compliance with Environmental Laws at any Facility of any Loan Party or any of its Subsidiaries that are in the possession, custody or control of any Loan Party, any Subsidiary of any Loan Party, or their respective consultants or counsel.

(e)           The representations and warranties set forth in this Section 4.19 constitute the sole and exclusive representations and warranties with respect to environmental matters hereunder.

4.20         Related Documents.  (a)  Except as permitted by Section 7.8, (i) none of the Related Documents has been amended or modified in any respect and no provision therein has been waived, (ii) each of the representations and warranties therein of each Loan Party and, to the knowledge of each Loan Party, each other party thereto, are true and correct in all material respects and (iii) no default or event which with the giving of notice or lapse of time or both would be a default by any Loan Party has occurred thereunder or, to the knowledge of each Loan Party, by any other party thereto.

(b)           Pursuant to each Senior Subordinated Indenture including, without limitation, Articles Eight and Twelve thereof, the Obligations constitute“Senior Debt”

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which is “Designated Senior Debt” pursuant to the “Credit Agreement” (as such terms are defined in the Senior Subordinated Indenture) and the holders thereof, each other Secured Party and Guarantied Party are and shall be entitled to all of the rights of the holders of “Senior Debt” which is “Designated Senior Debt” pursuant to the “Credit Agreement” (as so defined), and the Agent shall be entitled to all of the rights of the “Agent” (as defined in the Senior Subordinated Indenture), respectively.

4.21         Intellectual Property.  (a)  Except as otherwise provided in the Collateral Documents, to the best knowledge of each Loan Party after due inquiry, such Loan Party and its Subsidiaries own the entire right, title and interest to, license or otherwise have the right to use all licenses, permits, inventions, patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, trade secrets, know–how, customer lists, computer software, copyrights, copyright applications, franchises, authorizations and other proprietary rights (including, without limitation, all Intellectual Property Collateral as defined in any Collateral Document) material to the operations of their respective businesses as now conducted (hereinafter collectively, “Material Intellectual Property Rights”), without infringement upon or conflict with the rights of any other Person with respect thereto, including, without limitation, all trade names associated with any private label brands of such Loan Party or any of its Subsidiaries, and no claim is pending or to any Loan Party’s knowledge threatened that any of such Loan Party’s Material Intellectual Property Rights is invalid or unenforceable.

(b)           Except as otherwise provided in the Collateral Documents, to the best knowledge of each Loan Party after due inquiry, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in any loss or impairment of any of the Material Intellectual Property Rights of any such Loan Party.

(c)           Except as otherwise provided in the Collateral Documents, to the best knowledge of each Loan Party after due inquiry, no slogan or other advertising device, product, process, system, machine, manufacture, method, substance, composition of matter, software, part or component, or other material now made, used, sold, offered for sale, imported, or otherwise employed in the operations of such Loan Party or any of its Subsidiaries, or now contemplated to be made, used, sold, offered for sale, imported, or otherwise employed in the operations of such Loan Party or any of its Subsidiaries, by such Loan Party or any of its Subsidiaries infringes upon or conflicts with any rights owned by any other Person, other than infringements or conflicts the consequences of which, individually or in the aggregate, have no Material Adverse Effect, and no claim or litigation regarding any of the foregoing is pending or threatened.

4.22         Real Property.  (a)  Each Loan Party and each of its Subsidiaries own good and marketable fee simple absolute title to all of the Real Estate purported to be owned by them, which Real Estate is at the date hereof described in Schedule 4.22(a), and good and marketable title to, or valid leasehold interests in, all other properties and assets purported to be owned by such Loan Party or any of its Subsidiaries, including, without limitation, all property reflected in the latest balance sheet referred to in Section 4.5(a),

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and none of such properties and assets, including, without limitation, the Real Estate, is subject to any Lien, except Liens granted to the Agent on behalf of and for the ratable benefit of the Secured Parties pursuant to the Loan Documents or permitted thereunder.  Each Loan Party and its Subsidiaries have received all deeds, assignments, waivers, consents, non–disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Loan Party’s and its Subsidiaries’ right, title and interest in and to all such property.

(b)           (i)  As of the date hereof, the Leases currently in effect entered into by any Loan Party or any of its Subsidiaries are described in Schedule 4.22(b); (ii) all Leases described in Schedule 4.22(b) are in full force and effect, unmodified by any writing or otherwise; (iii) all rent, additional rent and/or other charges reserved in or payable under the Leases have been paid to the extent that they are payable to the date hereof; (iv) each Loan Party or any of its Subsidiaries which is a party to any of the Leases enjoys the quiet and peaceful possession of the estate created by that Lease; (v) no Loan Party or any of its Subsidiaries has delivered or received any notices of default under any Leases and are not in default under any of the terms of the Leases and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute a default under the Leases; and (vi) each lessor under the Leases is not in default under any of the terms of the Leases on its part to be observed or performed.

(c)           To the best knowledge of the Loan Parties, all components of all improvements included within the real property owned or leased by any Loan Party or any of its Subsidiaries (collectively, “Improvements”), including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair.  To the best knowledge of the Loan Parties, all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the real property owned or leased by any Loan Party or any of its Subsidiaries are installed and operating and are sufficient to enable the real property owned or leased by such Loan Party or any of its Subsidiaries to continue to be used and operated in the manner currently being used and operated, and no Loan Party or any of its Subsidiaries has any knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof.  No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other Improvement not included in the real property owned or leased by any Loan Party or any of its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

(d)           All Permits required to have been issued or appropriate to enable all real property owned or leased by any Loan Party or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which in the aggregate have no Material Adverse Effect.

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(e)           No Loan Party or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any real property owned or leased by such Loan Party or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking at any such owned or leased real property or of any sale or other disposition of any real property owned or leased by such Loan Party or any of its Subsidiaries or any part thereof in lieu of condemnation.

(f)            To the best knowledge of the Loan Parties, no portion of any real property owned or leased by any Loan Party or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its original condition.  No portion of any real property owned or leased by any Loan Party or any of its Subsidiaries is located in a special flood hazard area as designated by any Governmental Authority.

ARTICLE V

FINANCIAL COVENANTS

As long as any of the Obligations remain outstanding or any of the Commitments are still in effect, unless the Majority Lenders and the Agent otherwise consent in writing, each Loan Party, on its behalf and on behalf of its Subsidiaries, agrees with the Lenders, the Issuer and the Agent that:

5.1           Maximum Leverage Ratio.  Euramax U.S. shall maintain at all times during each Fiscal Quarter set forth below, such maintenance to be evidenced as at the end of each such Fiscal Quarter, on a consolidated basis, a ratio of (a) the sum of Senior Indebtedness of Euramax U.S. and its Subsidiaries plus the Senior Subordinated Notes to (b) EBITDA for Euramax U.S. and its consolidated Subsidiaries determined on the basis of the four Fiscal Quarters ending on the last day of such Fiscal Quarter, in each case not in excess of the ratio set forth below for such Fiscal Quarter:

For the Fiscal Quarter Ending on	Maximum Ratio
September 30, 2003	4.75 to 1.00
December 31, 2003	4.75 to 1.00
March 31, 2004	4.75 to 1.00
June 30, 2004	4.75 to 1.00
September 30, 2004	4.50 to 1.00
December 31, 2004	4.50 to 1.00
March 31, 2005	4.50 to 1.00
June 30, 2005	4.50 to 1.00
September 30, 2005, and each at the end of each Fiscal Quarter thereafter	4.25 to 1.00

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5.2           Minimum Fixed Charge Coverage Ratio.  Euramax U.S. shall maintain at the end of each Fiscal Quarter, on a consolidated basis, a ratio of (a) EBITDA less Capital Expenditures for Euramax U.S. and its consolidated Subsidiaries to (b) Fixed Charges, in each case determined on the basis of the four consecutive Fiscal Quarters ending on the date of determination, of not less than 1.15 to 1.00 for such Fiscal Quarter.

5.3           Capital Expenditures.  The aggregate amount of Capital Expenditures made by the Loan Parties and their Subsidiaries during (a) any of the Fiscal Years ending in 2003, 2004, 2005, 2006, 2007, and 2008 shall not be in excess of $14,000,000 for any such Fiscal Year; provided, however, that if the Proposed Transaction is consummated, then the maximum aggregate amount of Capital Expenditures allowed in the Fiscal Year in which such consummation occurs, and in each Fiscal Year thereafter, shall automatically be increased from $14,000,000 to $16,000,000; provided, further, however, that to the extent that actual Capital Expenditures for any Fiscal Year shall be less than the maximum amount set forth above for such Fiscal Year (without giving effect to the carryover permitted by this proviso), the excess of said maximum amount over such actual Capital Expenditures (such excess from any Fiscal Year being a “Cap Ex Carryover”) shall, in addition, be available for Capital Expenditures in the next succeeding Fiscal Year (but may not be carried over into any succeeding Fiscal Year).

5.4           Interest Coverage Ratio.  Euramax U.S. shall maintain, on a consolidated basis, at the end of each Fiscal Quarter, a ratio of (a) EBITDA of Euramax U.S. and its consolidated Subsidiaries for the immediately preceding four consecutive Fiscal Quarters to (b) the Cash Interest Expense of Euramax U.S. and its consolidated Subsidiaries for such period of not less than 2.00 to 1.00 for such Fiscal Quarter.

ARTICLE VI

AFFIRMATIVE COVENANTS

As long as any of the Obligations remain outstanding or any of the Revolving Credit Commitments are still in effect, unless the Majority Lenders and the Agent otherwise consent in writing, each Loan Party, on its behalf and on behalf of its Subsidiaries, agrees with the Lenders, the Issuer and the Agent that:

6.1           Compliance with Laws, Etc.  Each Loan Party shall comply, and shall cause each of its Subsidiaries to comply, in all material respects with all Requirements of Law, Contractual Obligations, commitments, instruments, licenses, permits and franchises, including, without limitation, all Permits; provided, however, that the Loan Parties shall not be deemed in default of this Section 6.1 if all such non–compliances in the aggregate have no Material Adverse Effect.

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6.2           Conduct of Business.  Each Loan Party shall (a) conduct, and shall cause each of its Subsidiaries to conduct, its business in the ordinary course and materially consistent with past practice and logical extensions thereof; (b) use, and cause each of its Subsidiaries to use, its reasonable efforts, in the ordinary course and consistent with past practice, to (i) preserve its business and the goodwill and business of the customers, advertisers, suppliers and others having business relations with any Loan Party or any of its Subsidiaries and (ii) keep available the services and goodwill of its present employees; (c) preserve, and cause each of its Subsidiaries to preserve, all material registered patents, trademarks, trade names, copyrights and service marks with respect to its business; and (d) perform and observe, and cause each of its Subsidiaries to perform and observe, all the terms, covenants and conditions required to be performed and observed by it under its Contractual Obligations (including, without limitation, to pay all rent and other charges payable under any lease and all debts and other obligations as the same become due), and do, and cause its Subsidiaries to do, all things necessary to preserve and to keep unimpaired its rights under such Contractual Obligations; provided, however, that, in the case of each of clauses (a) through (d), the Loan Parties shall not be deemed in default of this Section 6.2 if all such failures in the aggregate have no Material Adverse Effect.

6.3           Payment of Taxes, Etc.  Each Loan Party shall pay and discharge, and shall cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, all lawful governmental claims, taxes, assessments, charges and levies, except where contested in good faith by proper proceedings if adequate reserves therefor have been established on the books of such Loan Party or the appropriate Subsidiary in conformity with GAAP, if all such non–payments in the aggregate have no Material Adverse Effect and, with respect to the Real Estate subject to any Domestic Mortgage, U.K. Debenture or Dutch Mortgage made by any Loan Party, such Loan Party otherwise complies with the provisions thereof.

6.4           Maintenance of Insurance.  Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which such Loan Party or such Subsidiary operates or as otherwise satisfactory to the Agent, in its sole judgment exercised reasonably, and, in any event, all insurance required by any Collateral Document.  All such insurance shall name the Agent and the Lenders as additional insured or loss payees, as the Agent shall determine.

6.5           Preservation of Existence, Etc.  Each Loan Party shall preserve and maintain, and shall cause each of its Subsidiaries to preserve and maintain, its corporate, limited liability company, partnership or other organizational existence, rights (charter and statutory) and franchises, except as permitted under Section 7.5.

6.6           Access.  Each Loan Party shall, at any reasonable time and from time to time at reasonable intervals and, upon reasonable notice, permit the Agent or any of the Lenders, or any agents or representatives thereof, to (a) examine and make copies of and abstracts from the records and books of account of such Loan Party and each of its

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Subsidiaries, (b) visit the properties of such Loan Party and each of its Subsidiaries, (c) discuss the affairs, finances and accounts of such Loan Party and each of its Subsidiaries with any of their respective officers or directors and (d) communicate directly with such Loan Party’s independent certified public accountants, provided that upon the occurrence and during the continuance of any Default or Event of Default the Agent and each Lender shall have the right to do any of the foregoing at any time and without reasonable notice.  Each Loan Party shall authorize its independent certified public accountants to disclose to the Agent or any Lender any and all financial statements and other information of any kind, including, without limitation, copies of any management letter, or the substance of any oral information that such accountants may have with respect to the business, financial condition, results of operations or other affairs of such Loan Party or any of its Subsidiaries.

6.7           Keeping of Books.  Each Loan Party shall keep, and shall cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Loan Party and each such Subsidiary.

6.8           Maintenance of Properties, Etc.  Except as permitted by Section 7.5, each Loan Party shall maintain and preserve, and shall cause each of its Subsidiaries to maintain and preserve, (i) all of its properties which are used or useful or necessary in the conduct of its business in good working order and condition and (ii) all rights, permits, licenses, approvals and privileges (including, without limitation, all Permits) which are used or useful or necessary in the conduct of its business; provided, however, that the Loan Parties shall not be deemed in default of this Section 6.8 if all such failures in the aggregate have no Material Adverse Effect.

6.9           Performance and Compliance with Other Covenants.  Each Loan Party shall perform and comply with, and shall cause each of its Subsidiaries to perform and comply with, each of the covenants and agreements set forth in the Related Documents and under each other Contractual Obligation to which it or any of its Subsidiaries is a party; provided, however, that the Loan Parties shall not be deemed in default of this Section 6.9 if all such failures in the aggregate have no Material Adverse Effect.

6.10         Application of Proceeds.  Each Loan Party shall use the entire amount of the proceeds of the Loans as provided in Section 4.18.

6.11         Financial Statements.  Each Loan Party referred to below shall furnish to the Agent on behalf of the Lenders and the Issuer, in sufficient original copies for the Lenders and the Issuer:

(a)           as soon as available and in any event within 45 days after the end of each month, unaudited consolidated and consolidating balance sheets of Euramax U.S. and its Subsidiaries as of the end of such month and unaudited consolidated and consolidating statements of income, retained earnings and cash flow of Euramax U.S. and its Subsidiaries for the period commencing at the end of the previous month and ending with the end of such month, all prepared in conformity with GAAP and certified by the

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chief financial officer of Euramax U.S. as fairly presenting the financial condition and results of operations of Euramax U.S. and its Subsidiaries at such date and for such period, subject to year–end audit adjustments and without footnote disclosure, together with (i) a certificate of the chief financial officer of Euramax U.S. stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which Euramax U.S. proposes to take with respect thereto and (ii) a written discussion and analysis by the management of Euramax U.S. of the financial statements furnished in respect of such month;

(b)           as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, unaudited consolidated and consolidating balance sheets of Euramax U.S. and its Subsidiaries as of the end of such quarter and unaudited consolidated and consolidating statements of income, retained earnings and cash flow of Euramax U.S. and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, all prepared in conformity with GAAP and certified by the chief financial officer of Euramax U.S. as fairly presenting the financial condition and results of operations of Euramax U.S. and its Subsidiaries at such date and for such period, subject to year–end audit adjustments and without footnote disclosure, together with (i) a certificate of the chief financial officer of Euramax U.S. stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which Euramax U.S. proposes to take with respect thereto, (ii) a schedule in form satisfactory to the Agent of the computations used by Euramax U.S. in determining compliance with all financial covenants contained herein and (iii) a written discussion and analysis by the management of Euramax U.S. of the financial statements furnished in respect of such Fiscal Quarter;

(c)           as soon as available and in any event within 90 days after the end of each Fiscal Year, (i) consolidated balance sheets of Euramax U.S. and its Subsidiaries as of the end of such year and consolidated statements of income, retained earnings and cash flow of Euramax U.S. and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified without qualification as to the scope of the audit or as to Euramax U.S. being a going concern by Ernst & Young LLP or other independent public accountants which is a “Big Four” accounting firm, together with (A) a certificate of such accounting firm stating that in the course of the audit of the consolidated financial statements of Euramax U.S. and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, Euramax U.S.’s compliance with all financial covenants contained herein and (C) a written discussion and analysis by the management of Euramax U.S. of the financial statements furnished in respect of such Fiscal Year and (ii) consolidating balance sheets of Euramax U.S. and its Subsidiaries as of the end of such year and consolidating statements of income, retained

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earnings and cash flow of Euramax U.S. and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP;

(d)           promptly after the same are received by Euramax U.S., a copy of each management letter provided to Euramax U.S. by its independent certified public accountants which refers in whole or in part to any inadequacy, defect, problem, qualification or other lack of fully satisfactory accounting controls utilized by Euramax U.S. or any of its Subsidiaries; and

(e)           as soon as available and in any event not later than 60 days after the first day of each Fiscal Year, an annual business and financial plan for such Fiscal Year and the next succeeding two Fiscal Years, which plan (with respect to the first Fiscal Year) shall be updated semi–annually, and an annual budget of such Loan Party and its Subsidiaries for such Fiscal Year and the succeeding two Fiscal Years, displaying on a monthly and quarterly basis for the first Fiscal Year and on an annual basis thereafter anticipated balance sheets, forecasted revenues, net income, cash flow, EBITDA, Capital Expenditures and working capital requirements all on a consolidated and consolidating basis.

6.12         Reporting Requirements.  Each Loan Party shall furnish to the Lenders:

(a)           prior to any Asset Sale (other than an Asset Sale arising by reason of the destruction or condemnation of property or the taking of property by eminent domain) anticipated to generate in excess of $1,000,000 in Asset Sales Proceeds (determined in Dollars), a notice (i) describing the assets being sold and (ii) stating the estimated Asset Sales Proceeds in respect of such Asset Sale;

(b)           promptly and in any event within 30 days after any Loan Party or any of its Subsidiaries knows or has reason to know that any ERISA Event has occurred, a written statement of the chief financial officer or other appropriate officer of such Loan Party describing such ERISA Event and the action, if any, which such Loan Party, its Subsidiaries and ERISA Affiliates propose to take with respect thereto and a copy of any notice filed by or with the PBGC or the IRS pertaining thereto;

(c)           promptly and in any event within 10 days after receipt thereof, a copy of any adverse notice, determination letter, ruling or opinion any Loan Party, any of its Subsidiaries or any ERISA Affiliate receives from the PBGC, DOL or IRS with respect to any Plan, other than those which, in the aggregate, do not have any reasonable likelihood of resulting in a Material Adverse Change;

(d)           promptly after the commencement thereof, notice of all actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator, affecting any Loan Party or any of its Subsidiaries, except those which in the aggregate, if adversely determined, would have no Material Adverse Effect;

(e)           promptly and in any event within two Business Days after any Loan Party becomes aware of the existence of (i) any Default or Event of Default, (ii) any breach or non–performance of, or any default under, any Related Document or any other

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Contractual Obligation which is material to the business, prospects, operations or financial condition of such Loan Party and its Subsidiaries taken as one enterprise or (iii) any Material Adverse Change or any event, development or other circumstance which has any reasonable likelihood of causing or resulting in a Material Adverse Change, telephonic or telecopied notice in reasonable detail specifying the nature of the Default, Event of Default, breach, non–performance, default, event, development or circumstance, including, without limitation, the anticipated effect thereof, which notice shall be promptly confirmed in writing within five days;

(f)            promptly after the sending or filing thereof, copies of all reports which any Loan Party sends to its security holders generally, and copies of all reports and registration statements which any Loan Party or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange or the National Association of Securities Dealers, Inc., or other equivalent body in any relevant jurisdiction;

(g)           promptly after the sending or the receipt thereof, copies of all notices, certificates or reports delivered or received pursuant to any Related Document;

(h)           promptly and in any event within 10 days of any Loan Party or any of its Subsidiaries learning of any of the following, written notice to the Agent of any of the following:

(i)            receipt by such Loan Party or any of its Subsidiaries of notification that any real or personal property of such Loan Party or any of its Subsidiaries is subject to an Environmental Lien; and

(ii)           except any matter referred to below that both would not reasonably be expected individually to result in Environmental Liabilities and Costs in excess of $1,000,000 and would not, when the Environmental Liabilities and Costs to which such Loan Party or such Subsidiary are reasonably likely to be subjected as a result thereof are aggregated with all Environmental Liabilities and Costs to which all Loan Parties and their Subsidiaries are reasonably likely to be subjected as a result of all matters referred to below exceed $5,000,000 in the aggregate in any consecutive 24-month period:

(A)          the Release or threatened Release of any Hazardous Material on or from any Facility of any Loan Party or any of its Subsidiaries and any written communication or report received by such Loan Party or any of its Subsidiaries in connection with or relating to any such Release or threatened Release;

(B)           any notice or claim to the effect that such Loan Party or any of its Subsidiaries is or may be liable under any Environmental Law, including CERCLA, as a result of the Release or threatened Release of any Hazardous Material or violation of any Environmental Law, including the

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commencement of any Legal Proceeding or investigation alleging a violation of or liability pursuant to any Environmental Law;

(C)           any Remedial Action taken in response to any Release of a Hazardous Material on, under or about any Facility of such Loan Party or any of its Subsidiaries;

(D)          receipt by such Loan Party or any of its Subsidiaries of any notice of violation of, or knowledge by such Loan Party or any of its Subsidiaries that there exists a condition which may result in a violation by such Loan Party or any of its Subsidiaries of, any Environmental Law; or

(E)           any proposed Capital Expenditure or series of related Capital Expenditures in excess of $500,000 in the aggregate by such Loan Party or any of its Subsidiaries intended or designed to meet any new obligation under any Environmental Law.

(i)            upon reasonable written request by any Lender through the Agent, a report providing an update of the status of any issue identified in any notice or report required pursuant to this Section 6.12;

(j)            promptly and in any event within five days after any Loan Party or any of its Subsidiaries knows or has reason to know of any action, investigation, claim or proceeding (including, without limitation, any action or claim that arises out of or is based upon any allegation of infringement of any Intellectual Property or any License, as such terms are defined in the Collateral Documents), whether asserted by or against such Loan Party or any of its Subsidiaries, which, if adversely determined, could result in a Material Adverse Change or could have a Material Adverse Effect, a written statement by a Responsible Officer of such Loan Party describing such action, investigation, claim or proceeding and the action which such Loan Party or Subsidiary proposes to take with respect thereto;

(k)           within two weeks after the occurrence thereof, (i) at the end of each Fiscal Quarter, if EBITDA is less than $50,000,000 for the 12–month period ending on such Fiscal Quarter, unless the Proposed Transaction shall have been consummated before the end of such Fiscal Quarter, in which case the minimum EBITDA requirement for this Section 6.12 (k) shall be $60,000,000, determined on a pro forma basis, or (ii) upon the occurrence of a Default or an Event of Default in connection with the provisions of Article V and at the request of the Agent, (A) new equipment appraisals, assuming an orderly liquidation scenario, of the Equipment of the Loan Parties prepared at the Borrowers’ expense by a third–party appraiser of national standing that is reasonably satisfactory to the Majority Lenders and the Agent; and (B) a new collateral audit conducted at the Borrowers’ expense by the Agent similar in scope to the audits required under Section 6.19;

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(l)            within 30 days after the end of each calendar month, a copy of the consolidated Borrowing Base Certificate of the relevant Loan Parties as of the end of such month, furnished to the Agent pursuant to Section 6.22;

(m)          from time to time upon the reasonable request of the Agent, evidence that the insurance required by the terms of the Collateral Documents and by Section 6.4 is in full force and effect;

(n)           the Borrower hereby agrees to send a written monthly report to the Agent, no later than five days after the end of each month, setting forth the notional amount of all obligations by the Counterparties under all Currency Contracts, Interest Rate Contracts and Commodity Hedge Contracts, as the case may be, as of the end of each month;

(o)           once per week, or at such more frequent intervals as the Agent from time to time may request, a list of invoices (“pandlijst”) or other document, each in form and substance reasonably satisfactory to the Agent, in which (i) the Dutch Loan Parties whose Accounts constitute any part of the Borrowing Base declare that their respective Accounts are subject to the Lien granted to the Agent pursuant to the Dutch Collateral Documents and (ii) is listed each Account of such Dutch Loan Parties arising since the date the immediately preceding invoice or other document was delivered to the Agent pursuant to this section; and

(p)           such other information respecting the business, properties, condition, financial or otherwise, or operations of any Loan Party or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request.

6.13         Leases.  Each Loan Party shall provide the Agent with a copy of each lease of real property to which such Loan Party or any Subsidiary of such Loan Party is then a party, whether as lessor or lessee.  Each Loan Party shall, and shall cause each of its Subsidiaries to:

(i)            comply in all material respects with all of their respective obligations under all of their respective Specified Leases now or hereafter held respectively by them with respect to real property, including, without limitation, paying the rent and all other sums and charges mentioned in, and payable under, the Specified Leases;

(ii)           do all things necessary to preserve and to keep unimpaired its rights under the Specified Leases;

(iii)          not waive, excuse or discharge any of the material obligations of any lessor under any of the Specified Leases without the Agent’s prior written consent in each instance and shall diligently and continuously enforce the material obligations of each lessor under the Specified Leases;

(iv)          not do, permit or suffer any event or omission as a result of which there could occur a default under any of the Specified Leases or any event which,

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with the giving of notice or the passage or time, or both, would constitute a default under any of the Specified Leases which could permit any party to any of the Specified Leases to validly terminate that lease (including, without limitation, a default in any payment obligation);

(v)           not cancel, terminate, surrender, modify or amend or in any way alter or permit the alteration of any provision of any of the Specified Leases or agree to any termination, amendment, modification or surrender of any of the Specified Leases without the Agent’s prior written consent in each instance;

(vi)          promptly furnish to the Agent copies of such information and evidence as the Agent may request concerning each Loan Party’s and any of its Subsidiaries’ due observance, performance and compliance with the terms, covenants and conditions of any of the Specified Leases;

(vii)         execute and deliver to the Agent, within five days after request and at such Loan Party’s sole cost and expense, such documents, instruments or agreements as may be required to permit the Agent to cure any default under any of the Specified Leases;

(viii)        obtain and deliver to the Agent within 20 days after written demand by the Agent, an estoppel certificate from the lessor under any of the Specified Leases setting forth (1) the name of the lessee and the lessor thereunder, (2) that such Specified Lease is in full force and effect and has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification), (3) the basic rent payable under such Specified Lease, (4) the date to which all rental charges have been paid by the lessee under such Specified Lease, (5) whether a notice of default has been received by the lessor under such Specified Lease which has not been cured, and if such notice has been received, the date it was received and the nature of the default, (6) whether there are any alleged defaults of the lessee under such Specified Lease and, if there are, setting forth the nature thereof in reasonable detail and (7) if the lessee under such Specified Lease shall be in default, the nature of the default;

(ix)           not assign any Leases or sublet any portion of the premises subject to a Domestic Leasehold Mortgage or assign or sublet any other Lease if such assignment or sublet would have a Material Adverse Effect;

(x)            provide the Agent with a copy of each notice of default under any Specified Lease, including, without limitation, any notice of lessor’s intention to terminate any Specified Lease or to re–enter and take possession of any real property encumbered by a Specified Lease, received by such Loan Party or any Subsidiary of such Loan Party immediately upon receipt thereof and deliver to the Agent a copy of each notice of default sent by such Loan Party or any Subsidiary of such Loan Party under any Specified Lease simultaneously with its delivery of such notice under such Specified Lease;

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(xi)           notify the Agent, not later than 30 days prior to the date of the expiration of the term of any Specified Lease, of the intention of such Loan Party or any Subsidiary of such Loan Party to either renew or to not renew any such Specified Lease, and, if such Loan Party or any Subsidiary of such Loan Party intends to renew such Specified Lease, the terms and conditions of such renewal;

(xii)          notify the Agent at least 14 days prior to the date such Loan Party or any Subsidiary of such Loan Party takes possession of, or becomes liable under, any new leased premises or Lease, whichever is earlier;

(xiii)         with respect to the Leases subject to any Domestic Leasehold Mortgage, comply with the provisions of such Domestic Leasehold Mortgage with respect to the applicable Leases, which provisions shall control; and

(xiv)        to the extent required by the Agent, promptly execute, deliver and record a first–priority Domestic Leasehold Mortgage in favor of the Agent on behalf and for the ratable benefit of the Secured Parties should such Loan Party or any Subsidiary of such Loan Party enter into, renew or be a party to a Lease reasonably designated by the Agent as being material to such Loan Party or such Loan Party and its Subsidiaries taken as a whole, which Lease shall expressly permit the mortgaging thereof to the Agent, contain non–disturbance provisions satisfactory to the Agent and include such other customary lender protections as may be required by the Agent, together with a title insurance policy in an amount reasonably requested by the Agent and a current ALTA survey and surveyor’s certificate in form and substance satisfactory to the Agent.

6.14         New Real Estate.  If, at any time, any Loan Party or any of its Subsidiaries acquires any Real Estate not covered by a Domestic Mortgage, a U.K. Debenture or Dutch Mortgage, such Loan Party or such Subsidiary shall promptly execute, deliver and record a first–priority mortgage or deed of trust in favor of the Agent on behalf and for the ratable benefit of the Secured Parties covering such Real Estate (subordinate only to such Liens as are permitted hereunder), in form and substance satisfactory to the Agent, and provide the Agent, at such Loan Party’s sole cost and expense, with a title insurance policy covering such Real Estate in an amount equal to the purchase price of such Real Estate, a current ALTA survey thereof, a surveyor’s certificate in form and substance satisfactory to the Agent, and a favorable opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Agent respecting such mortgage or deed of trust.

6.15         Employee Plans.  For each Plan and any related trust hereafter adopted or maintained by any Loan Party intended to qualify under Code Section 401 or 501, such Loan Party shall (i) seek, and cause such of its ERISA Affiliates to seek, and receive determination letters from the IRS to the effect that such Plan is so qualified and (ii) cause such Plan to be so qualified, except where the non–qualification of which would not have a Material Adverse Effect.

6.16         Borrowing Base Determination.  (a)  Subject to Section 6.12(k), and in addition to the requirements of Sections 6.19 and 6.22, each Loan Party that has granted a

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Lien on any Collateral shall conduct, or shall cause to be conducted, at its expense, and upon request of the Agent, and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall reasonably request for the purpose of determining the Borrowing Base, all upon reasonable notice and at such reasonable times during normal business hours and not more than once during any Fiscal Year or, upon the occurrence and during the continuation of a Default or an Event of Default, as often as may be reasonably requested.  Such Loan Party shall furnish to the Agent any information not otherwise required by this Agreement which the Agent may reasonably request regarding the determination and calculation of the Borrowing Base including, without limitation, correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all obligors.

(b)           (i)  Euramax U.S. and each Borrower shall promptly notify the Agent in writing in the event that at any time Euramax U.S., such Borrower or any of their respective Subsidiaries receives or otherwise gains knowledge that either (A) the Borrowing Base has decreased by more than 25% from the Borrowing Base reflected in the most recent Borrowing Base Certificates delivered pursuant to Section 6.22 or (B) the Borrowing Base attributable to any such Borrower and its Subsidiaries has decreased by more than 25% from the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered by the Loan Parties pursuant to Section 6.11; (ii) each of Euramax U.S. and U.S. Operating Co. shall promptly notify the Agent in writing in the event that at any time Euramax U.S., U.S. Operating Co. or any of their respective Subsidiaries receives or otherwise gains knowledge that the U.S. Borrowing Base has decreased by more than 25% from the U.S. Borrowing Base reflected in the most recent Borrowing Base Certificate delivered by U.S. Operating Co. pursuant to Section 6.11; (iii) Euramax U.S. and each Borrower shall promptly notify the Agent in writing in the event that at any time the Swing Loans and Revolving Credit Loans outstanding at such time plus the Letter of Credit Obligations outstanding at such time exceed the Maximum Amount of Revolver Liabilities at such time as a result of any decrease in the Borrowing Base, and the amount of such excess; and (iv) each of Euramax U.S. and U.S. Operating Co. shall promptly notify the Agent in writing in the event that at any time the Swing Loans and Revolving Credit Loans made to U.S. Operating Co. outstanding at such time plus the Letter of Credit Obligations of U.S. Operating Co. outstanding at such time exceed the Maximum Amount of Revolver Liabilities of U.S. Operating Co. at such time as a result of any decrease in the U.S. Borrowing Base, and the amount of such excess.

(c)           The Agent may make test verifications of the Accounts and physical verifications of the inventory in any manner and through any medium that the Agent considers advisable, and each Borrower or other Loan Party that granted a Lien on any Collateral shall furnish all such assistance and information as the Agent may require in connection therewith.  Notwithstanding the foregoing, except upon the occurrence and during the continuation of a Default or an Event of Default, the Agent shall not directly contact (by telephone, mail or otherwise) any customer of any Loan Party in connection with such verifications.

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6.17         Fiscal Year.  Each Loan Party shall maintain as its Fiscal Year the period beginning on the Saturday immediately subsequent to the end of the immediately prior Fiscal Year and ending on the last Friday of December of the following calendar year.

6.18         Environmental Matters.  (a)  Each Loan Party shall comply in all material respects and shall cause each of its Subsidiaries to comply in all material respects with all applicable Environmental Laws currently or hereafter in effect.

(b)           If the Agent or the Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law at any Facility of any Loan Party or any of its Subsidiaries, which violation may reasonably be expected to result in Environmental Liabilities and Costs exceeding $1,000,000 individually or in excess of $2,500,000 in any Fiscal Year when aggregated with all Environmental Liabilities and Costs reasonably expected to result from all prior violations of all Loan Parties and their Subsidiaries, or, if any Event of Default occurs, then such Loan Party agrees, upon request from the Agent, to provide the Agent, at such Loan Party’s expense, with such reports, certificates, engineering studies or other written material or data as the Agent or Lenders may reasonably require so as to reasonably satisfy the Agent and Lenders that such Loan Party or such Subsidiary is in material compliance with such Environmental Laws; provided, however, that should any Loan Party fail to provide such reports, certifications, engineering studies or other written material or data within 30 days of the Agent’s request, the Agent, its employees and agents shall have the right, at such Loan Party’s sole cost and expense, to conduct such environmental assessments or investigations as may reasonably be required to satisfy the Agent and Lenders that such Loan Party or its Subsidiary is in material compliance with such Environmental Laws.  In addition, upon reasonable notice to the applicable Loan Party or Subsidiary thereof, the Agent shall have the right to inspect during normal business hours any real property owned, leased or operated by any Loan Party or any of its Subsidiaries if at any time the Agent or the Lenders have a reasonable basis to believe that there may be such a material violation of Environmental Law.

(c)           Each Loan Party shall, and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by Environmental Laws, except to the extent contested in good faith and by proper proceedings before a Governmental Authority, or as is appropriate and consistent with good business practice; provided, however, that the Loan Parties shall be deemed not to be in default of this subsection (c) if all such failures by the Loan Parties and their Subsidiaries to take such Remedial Actions or other actions do not subject the Loan Parties and their Subsidiaries to Environmental Liabilities and Costs of $2,500,000 or more in the aggregate.

6.19         Annual Audit.  In addition to the requirements of Sections 6.12(k), 6.16 and 6.22, no more than once in each Fiscal Year, the Agent, or its designees, shall be allowed, at the Borrowers’ expense and at any reasonable time and from time to time during such period, upon reasonable notice, to conduct an audit of the Borrowing Base and U.S. Borrowing Base calculations for the Loan Parties, including an investigation of the Accounts and Inventory of Euramax U.S. and its Subsidiaries.

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6.20         Landlord Waivers; Bailee’s Letters.  The Loan Parties shall use reasonable commercial efforts to obtain either Landlord Waivers or Bailee’s Letters for each leasehold, warehouse or supplier where Inventory of any of the Loan Parties is located.

6.21         [Intentionally Omitted].

6.22         Reports Respecting Collateral.  The Loan Parties which have granted a Lien on Collateral shall, within 30 days after the end of each calendar month, furnish to the Agent a consolidated and consolidating Borrowing Base Certificate as of the end of such month, executed by a Responsible Officer of such Loan Parties, together with any accompanying documentation required by the Agent.    During any period during which a Default or Event of Default exists, then, upon the Agent’s request therefor, such Loan Parties shall deliver to the Agent copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports relating to all Accounts listed on any Borrowing Base Certificate and such other matters and information relating to the status of the Accounts of such Loan Parties as the Agent shall reasonably request.  Such Loan Parties shall also furnish such other information pertaining to the Collateral as the Agent may reasonably request from time to time.

6.23         Additional Collateral and Guaranties.  To the extent not delivered to the Agent on or before the Effective Date (including, without limitation, in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party before or after the Effective Date), and, subject to Section 7.6(k)(vi), Euramax U.S. agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed in writing by the Agent:

(a)           deliver to the Agent such duly executed guarantees (including, without limitation, as the case may be, foreign guaranties and similar agreements) and related documents, in each case in form and substance reasonably satisfactory to the Agent and as the Agent deems necessary or advisable in order to ensure that each Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Contingent Obligations in respect of any Senior Subordinated Note and each Subsidiary of each Loan Party unconditionally guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Guarantied Obligations or any part thereof for the benefit of the Guarantied Parties;

(b)           deliver to the Agent such duly executed pledges, security agreements, mortgages or deeds of trust, and, if applicable, other documents in the nature of the Collateral Documents (including, without limitation, as applicable, foreign charges, pledges, debentures, mortgages, deeds of pledge, deeds of trust, security agreements and similar documents), in each case in form and substance reasonably satisfactory to the Agent and as the Agent deems necessary or advisable in order to (i) effectively grant to the Agent, for the benefit of the Guarantied Parties or Secured Parties, as applicable, a valid, perfected and enforceable first-priority security interest (or equivalent in a foreign jurisdiction) in the Stock and Stock Equivalents and other debt securities owned by any Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of any Senior Subordinated Note

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or by any Loan Party or any Subsidiary of any Loan Party and (ii) effectively grant to the Agent, for the benefit of the Guarantied Parties, a valid, perfected and enforceable first-priority security interest (or the equivalent in any non-U.S. jurisdiction) in all property interests and other assets of any Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of any Senior Subordinated Note or of any Loan Party or any Subsidiary of any Loan Party; provided,that, unless (x) Euramax U.S. and the Agent otherwise agree or (y) such pledge or grant can be made without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including, without limitation, any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Loan Party or any Subsidiary thereof be required to pledge in support of the Excluded U.S. Liabilities (i) more than 65% of the outstanding Voting Stock of any direct Foreign Subsidiary of Euramax U.S. or of its Domestic Subsidiaries or (ii) unless such Stock is otherwise held by Euramax U.S. and its Domestic Subsidiaries, any of the Stock of any Foreign Subsidiary of such direct Foreign Subsidiary;

(c)           deliver to the Agent all certificates, instruments and other documents representing all Stock, debt instruments and all other Stock, Stock Equivalents and other debt securities being pledged pursuant to the Loan Documents executed pursuant to clause (b)above, together with (i) in the case of certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of debt instruments and other certificated debt securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of such Loan Party or such Subsidiary thereof, as the case may be;

(d)           to take such other actions necessary or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (b)above, including, without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may be reasonably requested by the Agent and the delivery of the Secretary’s or Assistant Secretary’s certificates, good standing certificates, certified articles of incorporation, resolutions, bylaws, and related ancillary documents of the type described in Section 3.1(f), (g), and (i), each in form and substance reasonably satisfactory to the Agent;

(e)           with respect to any parcel of real property, deliver to the Agent all documents respecting such parcel as are described in Section 6.14, each in form and substance reasonably satisfactory to the Agent;

(f)            if requested by the Agent, deliver to the Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent.

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ARTICLE VII

NEGATIVE COVENANTS

As long as any of the Obligations remain outstanding or any of the Revolving Credit Commitments are still in effect, without the written consent of the Majority Lenders and the Agent, each Loan Party, on its behalf and on behalf of its Subsidiaries, agrees with the Lenders, the Issuer and the Agent that:

7.1           Liens, Etc. No Loan Party shall create or suffer to exist, nor shall it permit any of its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its or such Subsidiary’s properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, except for:

(a)           Liens created pursuant to the Loan Documents;

(b)           Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by any Operating Company or any Operating Company Subsidiary in the ordinary course of business which secure its obligations to such Person; provided, however, that (i) such Operating Company or such Operating Company Subsidiary is not in default with respect to such payment obligation to such Person, (ii) such Operating Company or such Operating Company Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof or (iii) all such failures by the Operating Companies and Operating Company Subsidiaries in the aggregate have no Material Adverse Effect;

(c)           Liens (excluding Environmental Liens) on assets (other than Stock or Stock Equivalents) securing taxes, assessments or governmental charges or levies; provided, however, that no Loan Party or any of its Subsidiaries is in default in respect of any payment obligation with respect thereto unless (i) such Loan Party or such Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation and adequate reserves therefor have been established on the books of such Loan Party or Subsidiary in accordance with GAAP and (ii) all such failures in the aggregate have no Material Adverse Effect;

(d)           Liens on assets (other than Stock or Stock Equivalents) incurred or pledges and deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, old–age pensions and other social security benefits;

(e)           (i) Liens on assets (other than Stock which does not constitute Collateral or Stock Equivalents) securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business and (ii) judgment liens; provided, however, that all such Liens (x) in the aggregate have no Material Adverse Effect and (y) do not secure directly

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or indirectly judgments in excess of $1,000,000 for all Loan Parties and their Subsidiaries;

(f)            Zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto which do not in the aggregate materially detract from the value or use of the property or assets of any Loan Party or any of its Subsidiaries or impair, in any material manner, the use of such property for the purposes for which such property is held by such Loan Party or any such Subsidiary;

(g)           Liens in favor of landlords securing operating leases permitted by Section 7.3;

(h)           Liens existing on the Effective Date in the case of each Loan Party and its Subsidiaries to the extent disclosed on Schedule 7.1;

(i)            Liens on assets of any Operating Company or any Operating Company Subsidiary thereof to secure Capital Financing Indebtedness of such Operating Company or such Operating Company Subsidiary, in each case to the extent such Capital Financing Indebtedness is permitted by Section 7.2(a)(v); provided, however, that (i) any such Lien is created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including, without limitation, the cost of construction) of the property subject thereto, (ii) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost and (iii) such Lien does not extend to or cover any other property other than such item of property and any improvements on such item;

(j)            Any Lien securing the renewal, extension or refunding of any Indebtedness or other obligation secured by any Lien permitted by this Section 7.1 provided that such renewal, extension or refunding is otherwise permitted by this Agreement and the amount of such Indebtedness or other obligation secured by such Lien and the assets subject to such Lien are not increased;

(k)           Any other Lien on assets of any of any Operating Company or any Operating Company Subsidiary (other than Liens on Stock and Environmental Liens), provided that the Fair Market Value of all such assets does not exceed $250,000 in the aggregate and no such Lien secures any Indebtedness; and

(l)            Any right of set–off granted by any of U.K. Operating Co., Ellbee Ltd. or Coated Products U.K. to National Westminster Bank plc, and any Lien created or permitted or suffered to exist by any of such Loan Parties on cash or Cash Equivalents held by National Westminster Bank plc, in each case to the extent securing Permitted Secured U.K. Debt (as defined in clause (B) of the proviso to Section 7.2(a)(xii)), provided that no Default or Event of Default would result therefrom.

7.2           Indebtedness.  (a)  No Loan Party shall create, incur, assume, endorse, be or become liable for, or suffer to exist, nor shall it permit any of its Subsidiaries to create,

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incur, assume, endorse, be or become liable for, or suffer to exist, any Indebtedness, directly or indirectly, except:

(i)            Indebtedness and Contingent Obligations in respect of the Obligations or evidenced by a Loan Document;

(ii)           liabilities in respect of taxes, and current liabilities in respect of assessments and governmental charges or levies incurred, or claims for labor, materials, inventory, services, supplies and rentals incurred, or for goods or services purchased, in the ordinary course of business materially consistent with the past practice of such Loan Party and its Subsidiaries, and Contingent Obligations in respect of indemnities under Contractual Obligations or owing to officers and directors of any Loan Party or its Subsidiaries, in each case to the extent not otherwise prohibited by the Loan Documents and not resulting in a Default or an Event of Default;

(iii)          Indebtedness referred to in clause (k) of the definition of “Indebtedness”;

(iv)          Indebtedness of any Operating Company or any Operating Company Subsidiary arising under any performance bond reimbursement obligation entered into consistent with the past practice of such Operating Company or such Operating Company Subsidiary;

(v)           Indebtedness of any Operating Company or any Operating Company Subsidiary under Capital Financing Indebtedness (including any guaranty by any of the foregoing Loan Parties of any Capital Financing Indebtedness of a Subsidiary of such Loan Party) in an aggregate amount not exceeding $5,000,000 at any one time outstanding for all Operating Companies and all Operating Company Subsidiaries;

(vi)          Intentionally Omitted;

(vii)         Indebtedness of any Loan Party or its Subsidiaries in respect of any judgment, provided that the aggregate amount of all such Indebtedness of the Loan Parties and their Subsidiaries does not exceed $2,000,000 and no such judgment or judgments result in a Default or an Event of Default;

(viii)        Indebtedness of the Loan Parties and their Subsidiaries solely resulting from changes in GAAP or the application of current GAAP to the extent not so applied on the date hereof;

(ix)           in the case of Euramax U.S. and Euramax International Holdings B.V., the Senior Subordinated Notes and, in the case of the Domestic Loan Parties, the subordinated guaranties thereof pursuant to the Senior Subordinated Indenture;

(x)            in the case of each of Amerimax U.K. and Dutch Company, the Indebtedness in respect of the Intercompany Notes issued by such Person;

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(xi)           Indebtedness of any Operating Company or any Operating Company Subsidiary to the extent such Indebtedness is existing on the date of this Agreement and the nature thereof, the parties thereto, the amount thereof and the documents therefor are specified on Schedule 7.2(a);

(xii)          Indebtedness owing to other than a Loan Party by any Operating Company or any Operating Company Subsidiary not exceeding $5,000,000 in the aggregate at any time outstanding for all such Persons incurred for the purpose of funding working capital requirements of such Person or for general corporate purposes of such Person, provided that (A) the amount thereof incurred by French Operating Co. and its Subsidiaries shall not exceed in the aggregate $1,000,000 at any time outstanding and (B) no Indebtedness permitted by this clause (xii) shall be secured by a Lien on any property or assets of any Loan Party other than any such Indebtedness owing to National Westminster Bank plc by U.K. Operating Co., Ellbee Ltd. and/or Coated Products U.K. (including any guaranty by any such Loan Party of any such Indebtedness owing to National Westminster Bank plc by another such Loan Party) in an amount not exceeding $2,500,000 in the aggregate at any such time outstanding (“Permitted Secured U.K. Debt”) secured by Liens specifically permitted by Section 7.1(l), provided that no Default or Event of Default would result therefrom;

(xiii)         (A)  Indebtedness of an Operating Company or any Operating Company Subsidiary owing to any Operating Company, any Operating Company Subsidiary or any Subsidiary thereof; and (B) Indebtedness of French Operating Co. or a Subsidiary thereof owing to any other Operating Company or any other Operating Company Subsidiary, as the case may be, in an aggregate principal amount not exceeding, when added to the amount of Indebtedness incurred by French Operating Co. and its Subsidiaries pursuant to clause (xii) above, $5,000,000 in the aggregate at any time outstanding; provided, however, that all such Indebtedness owing to a Loan Party is evidenced by promissory notes pledged pursuant to the applicable Collateral Document;

(xiv)        Indebtedness of the Loan Parties (A) under Currency Contracts permitted under Section 7.11, provided that the aggregate notional amount of the obligations of all Loan Parties under such Currency Contracts shall not exceed $100,000,000 at any time (B) under Interest Rate Contracts permitted under Section 7.11, provided that the aggregate notional amount of the obligations of all Loan Parties under such Interest Rate Contracts shall not exceed $75,000,000 at any time and (C) under Commodity Hedge Contracts permitted under Section 7.11, provided that the aggregate notional amount of the obligations of all Loan Parties under such Commodity Hedge Contracts shall not exceed $50,000,000;

(xv)         All Indebtedness between Loan Parties evidenced by a promissory note pledged to the Agent or U.K. Trustee, as applicable, pursuant to the terms of the Domestic Pledge and Security Agreements or other applicable Collateral Document;

(xvi)        Permitted Existing Indebtedness;

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(xvii)       Indebtedness of Home Products owing to AFC (x) incurred solely in connection with the Gutter World Acquisition (as defined in the Existing Credit Agreement) 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;

(xviii)      Indebtedness assumed in connection with the Proposed Transaction, but only if the Proposed Transaction is consummated in accordance with the terms and conditions hereof (including, without limitation, Section 7.6(k)).

(b)           No Loan Party shall cancel, or permit any of its Subsidiaries to cancel, any claim or Indebtedness owed to it except for adequate consideration and in the ordinary course of business.

7.3           Lease Obligations.  (a)  No Loan Party shall create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any obligations as lessee for the rental or hire of real or personal property of any kind under other leases or agreements to lease (other than Capitalized Leases) having an original term of one year or more which would cause the direct or contingent liabilities of all Loan Parties and their respective Subsidiaries, on a consolidated basis, in respect of all such obligations to exceed $7,500,000 payable in any period of 12 consecutive months.

(b)           No Loan Party shall, nor shall it permit any of its Subsidiaries to, become or remain liable as lessee or guarantor or other surety with respect to any lease, whether an operating lease or a Capitalized Lease, of any property (whether real or personal or mixed), whether now owned or hereafter acquired, which (i) such Loan Party or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person or (ii) such Loan Party or any of its Subsidiaries intends to use for substantially the same purposes as any other property which has been or is to be sold or transferred by that entity to any other Person in connection with such lease.

7.4           Restricted Payments.  No Loan Party shall nor shall it permit any of its Subsidiaries to:

(a)           declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account or in respect of any of its Stock or Stock Equivalents (including, without limitation, through any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, whether direct or indirect, of any Stock or Stock Equivalent of any Loan Party now or hereafter outstanding) except (i) dividends paid in kind by Euramax on the Preference Shares; (ii) cash or in kind dividends paid by a Loan Party to another Loan Party or by a wholly owned Subsidiary of a Loan Party to such Loan Party; (iii) the distribution by Richmond Company of all of its assets to U.S. Operating Co. in connection with the liquidation of Richmond Company; (iv) the issuance of Qualifying Shares by a Foreign Loan Party or Non–Domestic Subsidiary thereof; (v) cash interest payments on any Intercompany Notes; provided, however, that the proceeds of all such cash interest paid

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on any Intercompany Note, and all such cash dividends paid to Dutch Company or paid to any of U.K. Holdings, Euramax U.S., Euramax International Holdings B.V., Amerimax U.K. or Euramax are used solely:  (v) to pay any of the Obligations or Guarantied Obligations, (w) to pay taxes and other expenses incurred by such Foreign Holding Company, Amerimax U.K. or Euramax, as the case may be, (x) by Euramax U.S. to redeem or repurchase any Stock of Euramax U.S. owned by any Person who is part of the management of any Loan Party upon such Person’s termination, death or permanent disability, provided that (1) the aggregate amount of such redemptions and repurchases in any 12–month period shall not exceed $3,500,000 and (2) the aggregate amount of such redemptions and repurchases during the term of this Agreement shall not exceed $7,000,000 plus, in the case of each of clauses (1) and (2), the aggregate cash proceeds previously or concurrently paid to Euramax U.S. during such period by any Person or Persons in payment of the purchase price of Stock purchased by such Person or Persons and not applied or required to be applied to any other payment, redemption or repurchase, (y) by Euramax U.S. and Euramax International Holdings B.V. to make regularly scheduled interest payments to the holders of Senior Subordinated Notes if otherwise permitted hereunder and under the terms of the Senior Subordinated Note Indenture; provided, that such payments are not made in contravention of the subordination provisions thereof or of the Senior Subordinated Indenture, or (z) by the Loan Parties to make regularly scheduled interest payments on their respective Intercompany Notes; (vi) in connection with the Permitted Corporate Transactions (to the extent each such Permitted Corporate Transaction is undertaken and consummated in accordance with the terms hereof (including, without limitation, with respect to the Proposed Transaction, Section 7.6(k) (including payments arising as a result of the exercise of appraisers’ and dissenters’ rights (if any)), and, with respect to the Dutch Holding Company Transaction, Section 7.6(l))); and (vii) Permitted Stock Payments; provided that (A) no Default or Event of Default shall have occurred and be continuing at the time of or as a result of any Permitted Stock Payment, (B) the Available Credit both before and after the making of each such Permitted Stock Payment shall not be less than $25,000,000, (C) at least 15 days (or such shorter period as may be acceptable to the Agent) before the making of each Permitted Stock Payment, the Agent shall have been furnished in writing a pro forma compliance certificate showing compliance with the financial covenants contained in Article V after giving effect to such Permitted Stock Payment and a reasonable description of the nature of the Permitted Stock Payment, and (D) the aggregate amount of dividends or consideration paid on or after the Effective Date in connection with all Permitted Stock Payments shall not exceed, in the aggregate, $70,000,000.

(b)           (i) purchase, redeem, prepay, defease or otherwise acquire for value, or make any payment of principal of, or premium or interest on, or other amount on account or in respect of, any Senior Subordinated Note, any Intercompany Note or any other Indebtedness for borrowed money, now or hereafter outstanding, except (A) the Loans, (B) required payments by an Operating Company or Operating Company Subsidiary on Indebtedness specifically permitted by Section 7.2(a) to be incurred by such Operating Company or such Operating Company Subsidiary and (C) regularly scheduled interest payments (x) made by Euramax U.S. or Euramax International Holdings B.V. on the Senior Subordinated Notes, in each case provided that such interest

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payments are not made in contravention of the subordination provisions thereof or of the Senior Subordinated Indenture and (y) made by any Loan Party on its Intercompany Notes; (ii) pay any fee to any holder of any Senior Subordinated Note for any waiver or amendment or for any other reason with respect to the Senior Subordinated Notes or the Senior Subordinated Indentures; or (iii) make any deposit in respect of any of the foregoing or give notice to any Person thereunder or under any Senior Subordinated Debt Document of its intention to effect any of the foregoing unless the same is revoked prior to its becoming irrevocable pursuant to the terms thereof.

7.5           Mergers, Stock Issuances, Asset Sales, Etc.  (a)  No Loan Party shall sell, convey, transfer, lease or otherwise dispose of all or substantially all of its assets or properties and no Loan Party shall, nor shall it permit any of its Subsidiaries to merge with any Person other than in connection with a Permitted Corporate Transaction (but only if each such Permitted Corporate Transaction is undertaken and consummated in accordance with the terms hereof (including, without limitation, Section 7.6(k) and (l), as applicable).  Any other provision of this Agreement or any Loan Document to the contrary notwithstanding, each Loan Party hereto acknowledges and agrees, for itself and on behalf of its Subsidiaries, that, until otherwise provided in writing by the U.K. Trustee and the Agent, such Person’s possession of the Stock of Dutch Holdings for whatever reason shall be subject at all times to the Lien granted to the Agent in the Newco U.K. II Share Pledge Agreement.

(b)           Except in connection with the Dutch Holding Company Transaction, no Loan Party shall (i) issue or transfer, or permit any of its Subsidiaries to issue or transfer, any Stock or Stock Equivalents other than any such issuance or transfer (A) by Euramax U.S. of any of its Stock or Stock Equivalents so long as no Change of Control shall result therefrom, (B) by a wholly owned Subsidiary of such Loan Party to such Loan Party and (C) in the case of any Non–Domestic Subsidiary of any Loan Party, of Qualifying Shares or (ii) effect or suffer to occur or exist any Disposition of any Stock or Stock Equivalents of any of its Subsidiaries unless such Disposition is permitted by subsection (c) below.

(c)           No Loan Party shall, nor shall it permit any of its Subsidiaries to, effect, enter into, consummate or suffer to exist any Asset Sale except (i) any Asset Sale consisting of the taking of property by condemnation or eminent domain or the loss or destruction of or damage to any asset or property unless such asset or property has a Fair Market Value in excess of $2,500,000 and (ii) any Asset Sale, excluding any Asset Sale prohibited by Section 7.5(a) or (b), provided that, in any event, (A) in the case of any Asset Sale involving assets or property having a Fair Market Value in excess of $2,500,000 or involving assets or property having a Fair Market Value which, when the Fair Market Value thereof is added to the Fair Market Value of all assets and properties previously subject of an Asset Sale consummated on or after the Effective Date, exceeds $7,500,000, the Majority Lenders and the Agent shall have consented in writing to such Asset Sale and to the terms, conditions and documentation for such Asset Sale, (B) such Asset Sale is for the Fair Market Value thereof and the consideration for such Asset Sale consists solely of cash, payable upon such sale, (C) no Default or Event of Default is continuing or would result therefrom and all Asset Sale Proceeds of such Asset Sale, if

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received in cash, are applied to the prepayment of the Loans pursuant to Section 2.7 except as otherwise specified therein and, if received in other than cash, are pledged to the Agent pursuant to the Collateral Documents (it being understood that unless the Majority Lenders and the Agent otherwise agree, no Asset Sale consideration shall consist of other than cash) and (D) in the case of any Disposition of any Stock or Stock Equivalents of any Subsidiary, all of the Stock and Stock Equivalents of such Subsidiary is transferred.

(d)           Notwithstanding the foregoing, no Loan Party shall sell or otherwise dispose of, or factor at maturity or collection, or permit any of its Subsidiaries to sell or otherwise dispose of, or factor at maturity or collection, any accounts receivables other than in connection with the Stock of a Subsidiary in an Asset Sale permitted by Section 7.5(c).

7.6           Investments.  No Loan Party shall, directly or indirectly, make or maintain, or permit any of its Subsidiaries to make or maintain, any Investment, except:

(a)           Investments consisting of the Stock of Subsidiaries listed on Schedule 4.8;

(b)           Investments by an Operating Company or an Operating Company Subsidiary in accounts, contract rights and chattel paper (each as defined in the Uniform Commercial Code), notes receivable and similar items arising or acquired in the ordinary course of business consistent with the past practice of such Operating Company or such Operating Company Subsidiary;

(c)           loans or advances to employees of an Operating Company or an Operating Company Subsidiary, which loans and advances shall not exceed $1,000,000 outstanding at any time in the aggregate for all Operating Companies and Operating Company Subsidiaries;

(d)           Investments by an Operating Company or an Operating Company Subsidiary in Cash Equivalents up to an aggregate of $10,000,000 over any consecutive three–Business Day period;

(e)           Investments by a Loan Party in (i) Currency Contracts or Interest Rate Contracts permitted by Section 7.2(a)(xiv) or (ii) Commodity Hedge Contracts permitted by Section 7.11;

(f)            Investments by U.S. Operating Co. or an Operating Company Subsidiary thereof consisting of cash collateral for the payment of workers’ compensation in an amount not to exceed $1,000,000 in the aggregate for U.S. Operating Co. and its Operating Company Subsidiaries;

(g)           Investments consisting of loans permitted by clauses (x), (xiii), (xv), (xvi) and (xvii) of Section 7.2(a);

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(h)           Investments in property, plant and equipment to the extent not otherwise prohibited by the terms of any Loan Document and subject to the provisions of Sections 6.13 and 6.14 and the terms of the Collateral Documents;

(i)            Investments constituting Asset Sale Proceeds to the extent the same are permitted by Section 7.5(c), provided that each day on which any Loan Party or its Subsidiaries received any payment thereunder the amount thereof, if received in cash, is applied to the Loans in accordance with Section 2.7(d) and, if received in other than cash, is pledged to the Agent under the applicable Collateral Document;

(j)            Investments (i) in Stock or Stock Equivalents of any Person, (ii) consisting of a redemption by Euramax U.S. or Euramax International Holdings B.V.in respect of the Senior Subordinated Notes (if otherwise permitted by this Agreement),or (iii) consisting of the acquisition of assets of any Person by any Loan Parties, to the extent a first-priority, perfected security interest (or equivalent reasonably satisfactory to the Agent) and guaranty is granted by the Loan Parties (including, without limitation, any Person that becomes a Loan Party as a result of such acquisition) on such assets for the benefit of the Agent, the U.K. Trustee, or the Lenders (as applicable) in accordance with Section 6.23, provided that (A) no Default or Event of Default shall have occurred and be continuing at the time of or as a result of any such Investment, (B) the aggregate amount of all such Investments does not exceed $30,000,000, (C) the Available Credit both before and after such Investment shall not be less than $20,000,000, (D) the Agent shall have been furnished a pro forma compliance certificate showing compliance with the financial covenants contained in Article V after giving effect to such Investment and (E) no such Investment shall be made directly or indirectly in any “margin stock” (as defined in Regulations T, U or X of the Board of Governors of the Federal Reserve System);

(k)           Investments consisting of the acquisition by the Proposed Transaction Acquisition Subsidiary of Stock of the Proposed Transaction Target in connection with the Proposed Transaction; provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of or as a result of such acquisition, (ii) the Available Credit both before and after the making of such acquisition shall not be less than $25,000,000, (iii) at least 15 days before the consummation of such acquisition (or such shorter period as may be acceptable to the Agent), the Agent shall have been furnished in writing a pro forma compliance certificate showing compliance with the financial covenants contained in Article V after giving effect to such acquisition, (iv) the Agent shall have received copies of the Proposed Transaction Documents and, as evidenced in a writing from the Agent, shall have found them reasonably satisfactory, (v) the aggregate amount of consideration paid in connection with the Proposed Transaction shall not exceed $44,000,000 (including, without limitation, the Fair Market Value of any non-monetary consideration paid and the amount of any liabilities with respect to borrowed money (including, without limitation, with respect to any capital leases) assumed by Euramax U.S. or any of its Subsidiaries pursuant to the Proposed Transaction), and (vi) with respect to any Person who, because of the Proposed Transaction, becomes a Subsidiary of Euramax U.S., all documents described by Section 6.23 shall have been duly executed by such Person (as required under Section 6.23) and

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delivered to the Agent, each in form and substance reasonably satisfactory to the Agent, within (A) if the tender offer related thereto resulted in the acquisition of 80% or more of the Stock of the Proposed Transaction Target, 10 Business Days after the Proposed Transaction Target becomes a Subsidiary of Euramax U.S., or (B) if such tender offer resulted in the acquisition of less than 80% of the Stock of the Proposed Transaction Target, 75 days after the Proposed Transaction Target becomes a Subsidiary of Euramax U.S.;

(l)            Investments made by Euramax U.S. in Euramax International Holdings B.V. in connection with the Dutch Holding Company Transaction, in each case consisting of the contribution of shares of Stock of Euramax European Holdings B.V. by Euramax U.S. to Euramax International Holdings B.V.;

(m)          Investments constituting the organization or formation of a Person which will, upon such organization or formation, be a Subsidiary of Euramax U.S., but only to the extent the requirements of Section 6.23 are satisfied with respect to such Person.

7.7           Change in Nature of Business or in Capital Structure.  (a)  No Loan Party shall make, nor shall it permit any of its Subsidiaries to make, any material change in the nature or conduct of its business as carried on at the Effective Date, except (i) logical extensions of its business and (ii) if the core business of such Loan Party does not materially change from that on the Effective Date.  Each of the Lenders and the Agent agrees that the consummation of the Proposed Transaction shall not be prohibited by the terms of this Section 7.7(a).

(b)           No Loan Party shall, nor shall it permit any of its Subsidiaries to, make any change in its capital structure (including, without limitation, in the terms of its outstanding Stock) or amend its certificate of incorporation or by–laws (or their foreign equivalents), other than (i) amendments made directly in connection with and for purposes of a Permitted Corporate Transaction, (ii) changes in its capital structure specifically permitted by Section 7.6, and (iii) amendments and changes which, in the aggregate, have no Material Adverse Effect.

7.8           Modification of Related Documents and Material Agreements.  No Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) alter, rescind, terminate, amend, supplement, waive or otherwise modify any provision of or permit any breach or default to exist under any Related Document to which it is a party or take or fail to take any action thereunder, except that any Related Document may be amended to the extent such amendment relates solely to the provisions therein related to the equity of Euramax U.S. or Euramax, provided that such amendment does not result in a Default or an Event of Default and is not otherwise prohibited by the Loan Documents; or (b) terminate or waive any of their respective rights under, or fail to comply in all material respects with, any other material Contractual Obligations, except that (i) with respect to any such failure to comply with any Contractual Obligation other than any of the Related Documents, the Loan Parties shall not be deemed in default of this Section 7.8 if all such failures in the aggregate would have no Material Adverse Effect and (ii) in the event of any breach or

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event of default by a Person other than the Loan Parties or any of their Subsidiaries, the Loan Parties shall promptly notify the Agent of any such breach or event of default and take all such action as may be reasonably necessary in order to endeavor to avoid having such breach or event of default have a Material Adverse Effect.

7.9           Accounting Changes.  The Loan Parties shall not make, nor permit any of their Subsidiaries to make, any change in accounting treatment and reporting practices or tax reporting treatment, except as required by GAAP or law and disclosed to the Lenders and the Agent.

7.10         Transactions with Affiliates.  No Loan Party shall, nor shall it permit any of its Subsidiaries to, do any of the following:

(i)            make any Investment in an Affiliate of any Loan Party other than as permitted by Section 7.6(a), (c), (g), (k), and (l);

(ii)           transfer, sell, lease, assign or otherwise dispose of any asset (including, without limitation, make cash payments) to any Affiliate of any Loan Party, including any Subsidiary of any Loan Party other than (x) in connection with a Permitted Corporate Transaction or the Permitted Stock Payments and (y) except during the continuance of any Default or Event of Default (where such payments shall not be permitted), the payment by Euramax U.S. to the Advisor of, in each case pursuant to and in accordance with the terms of the Advisory Agreement, (A) a one-time fee of $1,450,000 payable on or after the Effective Date and relating to the entering into of this Agreement and an additional one-time fee payable on or after the date of the consummation of the Proposed Transaction in an amount equal to 1% of the consideration paid in connection therewith (as the term “consideration” is determined in accordance with Section 7.6(k)), (B) annual advisory fees in an amount not exceeding for any Fiscal Year the greater of (x) $600,000 or (y) the lesser of (1) $1,000,000 and (2) 1% of the “Consolidated EBITDA” (as defined in the Advisory Agreement and determined in accordance with such Advisory Agreement by Advisor and Euramax U.S.) of Euramax U.S. and its Subsidiaries, (C) transaction fees paid in connection with the consummation of any Investment permitted under Section 7.6(j) or any Asset Sale permitted under Section 7.5(c)(ii) in an amount equal to 1% of the amount of such Investment or, as the case may be, the Fair Market Value of the assets and properties subject to such Asset Sale, (D) transaction fees payable in connection with equity financing transactions pursuant to which Euramax U.S. issues its Stock for purposes of raising new capital, and (E) any other transaction fees payable under the Advisory Agreement as may be consented to by the Majority Lenders.

(iii)          merge into or consolidate with or purchase or acquire assets from any Affiliate of any Loan Party or of any Subsidiary of any Loan Party other than in connection with a Permitted Corporate Transaction;

(iv)          repay any Indebtedness to any Affiliate of any Loan Party except to the extent specifically permitted by Section 7.4(b)(i) and Indebtedness permitted by Section 7.2(a)(xiii); or

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(v)           enter into any other transaction directly or indirectly with or for the benefit of any Affiliate of any Loan Party or any of its Subsidiaries (including, without limitation, employment contracts or contracts involving the payment of management or consulting fees, guaranties and assumptions of obligations of any such Affiliate, except for (A) transactions in the ordinary course of business on a basis no less favorable to such Loan Party or such Subsidiary as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate, as determined by the Board of Directors (or equivalent governing body) of such Loan Party or such Subsidiary acting in good faith, (B) salaries and other employee compensation and benefits to officers or directors of any Loan Party or any of its Subsidiaries commensurate with compensation and benefit levels of companies engaged in a similar business or in similar circumstances or (C) the execution and delivery of the Related Documents and the consummation of the transactions contemplated thereby.

7.11         Adverse or Speculative Transactions.  The Loan Parties shall not, nor shall they permit any of their Subsidiaries to, (a) enter into or be a party to any transaction or Contractual Obligation the performance of which in the future has any reasonable likelihood of resulting in a breach of any representation or covenant contained herein or in any other Loan Document or give rise to a Default or Event of Default; or (b) engage in any speculative transaction or in any transaction involving commodity options or futures contracts, except for (i) Currency Contracts and Interest Rate Contracts permitted by Section 7.6(e) and (ii) Commodity Hedge Contracts.

7.12         Environmental Matters.  No Loan Party shall, nor shall it permit any of its Subsidiaries or, to the extent practicable, any other Person to, dispose of any Hazardous Material by placing it on or under the ground or in waters of any Facility of a Loan Party or any of its Subsidiaries, except to the extent that such disposal is permitted pursuant to Environmental Laws or Environmental Permits and where the result of all such disposals could not reasonably be expected to subject the Loan Parties and their Subsidiaries to Environmental Liabilities and Costs of in excess of $2,500,000 in the aggregate in any Fiscal Year, and it being understood that in any event no Loan Party or any of its Subsidiaries shall obtain a permit for a hazardous waste treatment, storage or disposal facility, as defined under 40 C.F.R. Parts 260–270 or any state, local, territorial or foreign equivalent, without the prior written approval of the Agent.

7.13         Additional Provisions Regarding Asset Ownership of Certain Euramax Entities.  Notwithstanding anything to the contrary in this Agreement or in any other Loan Document:

(a)           Euramax shall not own any operating assets other than (i) the Intercompany Notes issued in its favor and (ii) the Stock of U.K. Holdings, the Stock of Newco U.K. II and25.8% of the Stock of French Operating Co.;

(b)           U.K. Holdings shall not own any operating assets other than the Stock of U.K. Company;

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(c)           Dutch Holdings shall not own any operating assets other than the Stock of Dutch Company, 74.2% of the Stock of French Operating Co. and any Intercompany Note issued in its favor;

(d)           U.K. Company shall not own any operating assets other than the Stock of U.K. Operating Co.;

(e)           Dutch Company shall not own any operating assets other than the Stock of Dutch Operating Co.;

(f)            Dutch Operating Co. shall not own any operating assets other than the Stock of Coated Products B.V.

(g)           Richmond Company shall not acquire any operating assets or willfully incur any further liabilities;

(h)           Euramax U.S. shall not own any operating assets other than (i) all of the Stock of Newco U.K., (ii) all of the Stock of U.S. Operating Co. and (iii) all of the Stock of Euramax International Holdings B.V.;

(i)            Newco U.K. shall not own any operating assets other than all of the Stock of Amerimax U.K. and Euramax;

(j)            Newco U.K. II shall not own any operating assets other than (i) the Stock of Dutch Holdings and (ii) any promissory notes issued to Newco U.K. II in connection with the Dutch Holding Company Transaction;

(k)           Euramax International Holdings B.V. shall not own any operating assets other than Stock of Dutch Holdings received pursuant to the Dutch Holding Company Transaction and any Intercompany Note issued in its favor; and

(l)            AFC shall not own any operating assets except any Intercompany Note issued in AFC’s favor.

ARTICLE VIII

EVENTS OF DEFAULT AND CASH COLLATERAL

8.1           Events of Default.  Each of the following events shall be an Event of Default:

(a)           Any Loan Party shall fail to pay any principal (including, without limitation, mandatory prepayments of principal) of, or interest on, any Loan, any fee, any other amount due hereunder or under the other Loan Documents or other of the Obligations when the same becomes due and payable;

(b)           Any representation or warranty made or deemed made by any Loan Party, or any Affiliate of any Loan Party, in any Loan Document or by any Loan

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Party or any Affiliate of any Loan Party (or any of their respective officers) in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made;

(c)           Any Loan Party shall fail to perform or observe (i) any term, covenant or agreement contained in Section 3.1 or in Articles V, VI or VII or in any Collateral Document or any Guaranty (subject to any lapse of time or notice requirement set forth in such Collateral Document or Guaranty) or (ii) any other term, covenant or agreement contained in this Agreement or in any other Loan Document if such failure under this clause (ii) shall remain unremedied for five days after the earlier of the date on which (A) a Responsible Officer of any Loan Party becomes aware of such failure or (B) written notice thereof shall have been given to any Loan Party by the Agent or any Lender;

(d)           (i) Any Loan Party or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Indebtedness of such Loan Party or Subsidiary having a principal amount of $2,000,000 or more (excluding Indebtedness evidenced by the Notes), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise); (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or (iii) any such Indebtedness shall become or be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment not otherwise prohibited pursuant to this Agreement), or any Loan Party or any of its Subsidiaries shall be required to repurchase or offer to repurchase such Indebtedness, prior to the stated maturity thereof;

(e)           Any Loan Party or any of its Subsidiaries (i) shall generally not pay its debts as such debts become due, (ii) shall admit in writing its inability to pay its debts generally, (iii) shall make a general assignment for the benefit of creditors, or (iv) any proceeding shall be instituted by or against any Loan Party or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee–administrator or other similar official for it or for any substantial part of its property and, in the case of any such proceedings instituted against, but not by, any Loan Party or its Subsidiaries (other than, in relation to administration proceedings, Euramax, U.K. Holdings, U.K. Operating Co. or any Subsidiary of any such Loan Party incorporated or organized under the laws of England and Wales), either such proceedings shall remain undismissed or unstayed for a period of 30 days or any of the actions sought in such proceedings shall occur; or (v) any Loan Party or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e) (each event referred to in this subsection (e) being a “Bankruptcy Event”); or (vi) any Loan Party shall cease to be Solvent;

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(f)            Any judgment or order for the payment of money in excess of $2,000,000 shall be rendered against any Loan Party or any of its Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

(g)           An ERISA Event shall occur which has a reasonable possibility of a liability, deficiency or waiver request of Euramax U.S. or any ERISA Affiliate, whether or not assessed, that could reasonably be likely to have a Material Adverse Effect;

(h)           Any Loan Party or any of its Subsidiaries shall have entered into any consent or settlement decree or agreement or similar arrangement with a Governmental Authority or any judgment, order, decree or similar action shall have been entered against any Loan Party or any of its Subsidiaries, in either case based on or arising from the violation of or pursuant to any Environmental Law, or the generation, storage, transportation, treatment, disposal or Release of any Hazardous Material and, in connection with all the foregoing, any Loan Party or any Subsidiary thereof is likely to incur Environmental Liabilities and Costs in excess of $2,500,000 individually or the Loan Parties and their Subsidiaries are likely to incur Environmental Liabilities and Costs in excess of $5,000,000 in the aggregate;

(i)            Any provision of any Collateral Document or any Guaranty after delivery thereof under Section 3.1 shall for any reason cease to be valid and binding on any Loan Party thereto, or any Loan Party shall so state in writing; or any Collateral Document after delivery thereof pursuant to Section 3.1 shall, for any reason, cease to create a valid Lien on any of the Collateral purported to be covered thereby, or such Lien shall cease to be a perfected and first–priority Lien, or any Loan Party shall so state in writing;

(j)            Any Loan Party or any Subsidiary of any Loan Party shall (i) purchase, redeem, pay, prepay, defease or otherwise acquire for value, or pay any principal of, or premium on, or other amount of, any Senior Subordinated Note, or pay any interest thereunder other than regularly scheduled interest payments thereon made by Euramax U.S. and Euramax International Holdings B.V. to the extent such interest payments are not made in contravention of the subordination provisions set forth in the Senior Subordinated Indenture, (ii) pay any fee to any holder of any Senior Subordinated Note for any waiver or amendment or for any other reason with respect to the Senior Subordinated Notes or the Senior Subordinated Indentures, (iii) make any payment of principal of or premium or interest on any Intercompany Note other than regularly scheduled interest payments made on the Intercompany Notes or (iv) make any deposit in respect of any of the foregoing or give notice to any Person thereunder or under any Senior Subordinated Debt Document of its intention to effect any of the foregoing unless such notice is revoked before the same shall become irrevocable pursuant to the terms of such Senior Subordinated Debt Document;

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(k)           There shall occur any default or event which but for the requirement that notice be given or time elapse or both would be a default under any Senior Subordinated Debt Document, any Currency Contract, Interest Rate Contract or any Commodity Hedge Contract;

(l)            (i) Euramax shall fail to own of record and beneficially (A) all of the outstanding Stock and Stock Equivalents of U.K. Holdings or Newco U.K. II except, in each case, Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee and Qualifying Shares or (B) 25.8% of the Stock and Stock Equivalents of French Operating Co. other than Qualifying Shares; (ii) U.K. Holdings shall fail to own of record and beneficially all of the outstanding Stock and Stock Equivalents of U.K. Company, except, in each case, Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee and Qualifying Shares; (iii) U.K. Company shall fail to own of record and beneficially all of the outstanding Stock and Stock Equivalents of U.K. Operating Co., except, in each case, other than Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee and Qualifying Shares; (iv) Dutch Holdings shall fail to own of record and beneficially all of the outstanding Stock and Stock Equivalents of Dutch Company except Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee and Qualifying Shares; (v) Dutch Company shall fail to own of record and beneficially all of the outstanding Stock and Stock Equivalents of Dutch Operating Co., other than Qualifying Shares; (vi) Dutch Holdings shall fail to own of record and beneficially 74.2% of the outstanding Stock and Stock Equivalents of French Operating Co. other than Qualifying Shares; (vii) Euramax U.S. shall fail to own of record and beneficially all of the outstanding Stock and Stock Equivalents of U.S. Operating Co., Euramax International Holdings B.V., Newco U.K. except, in the case of Newco U.K., Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee and, in each case, Qualifying Shares; (viii) Newco U.K. shall fail to own all of the outstanding Stock and Stock Equivalents of Euramax and Amerimax U.K.; or (ix) Newco U.K. II shall fail to own all of the outstanding Stock and Stock Equivalents of Dutch Holdings, other than Qualifying Shares and the Stock transferred in connection with or pursuant to the Dutch Holding Company Transaction, in each case referred to in subclauses (i) through (ix) of this subsection (l), free and clear of all Liens except the Lien in favor of the Agent or the U.K. Trustee (or its nominee) for the ratable benefit of the Lenders;

(m)          There shall occur any Change of Control; or

(n)           Any Governmental Authority or any Person acting or purporting to act under or on behalf of any Governmental Authority shall have taken any action to condemn, seize, appropriate, compulsorily acquire, expropriate, nationalize, or assume custody or control of, all or any substantial part of the Stock or Stock Equivalents of, or any property or assets owned by, any Loan Party.

8.2           Remedies.  If there shall occur and be continuing any Event of Default, the Agent (i) shall at the request, or may with the consent, of the Majority Lenders by notice to the Borrowers, declare the obligation of each Lender to make Loans and the Issuer to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate

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and (ii) shall at the request, or may with the consent, of the Majority Lenders by notice to the Borrowers, declare the Loans, all interest thereon and all other amounts and other Obligations payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts and Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Loan Party; provided, however, that upon the occurrence of the Event of Default specified in subparagraph (e) or (j) above, (A) the obligation of each Lender to make Loans and the Issuer to issue Letters of Credit shall automatically be terminated and (B) the Loans, all such interest and all such amounts and other Obligations shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Loan Party.  In addition to the remedies set forth above, the Agent may exercise any remedies provided for by the Collateral Documents in accordance with the terms thereof or any other remedies provided by applicable law.

8.3           Implementation of Reallocation.  On the first date on which any Bankruptcy Event shall occur in respect of any Loan Party, (i) the Revolving Credit Commitments and the obligation of the Issuer to issue Letters of Credit shall automatically and without further act be terminated as provided in Section 8.2 and (ii) the Lenders shall automatically and without further act be deemed to have purchased participations in the Loans such that as a result of such deemed purchases, such Lender shall hold an interest in every one of the Loans (including the principal, interest and fee obligations of each Borrower in respect of each such Loan), whether or not such Lender shall previously have participated therein, equal to such Lender’s Reallocation Percentage thereof.  Each Lender, each Person acquiring a participation from any Lender as contemplated by Section 10.7 and each Borrower and each other Loan Party hereby consents and agrees to the Reallocation Exchange.

8.4           Actions in Respect of Letters of Credit.  (a)  On the Revolving Credit Termination Date, each Borrower shall pay to the Agent in immediately available funds at the Agent’s Payment Office, for deposit in a special non–interest–bearing cash collateral account (the “L/C Cash Collateral Account”) to be maintained with and in the name of the Agent on behalf of the Secured Parties at such place as shall be designated by the Agent, an amount equal to all outstanding Letter of Credit Obligations of such Borrower.

(b)           Each Borrower hereby pledges, and grants to the Agent a Lien on all of its right, title and interest in and to all funds held in the L/C Cash Collateral Account from time to time, and all proceeds thereof, as security for the payment of all amounts due and to become due to the Lenders and Issuers under the Loan Documents.

(c)           The Agent may, from time to time after the occurrence and during the continuance of any Event of Default, and may at any time after funds are deposited in the L/C Cash Collateral Account pursuant to Section 2.7, apply funds then held in the L/C Cash Collateral Account to the payment of any amounts, in such order as the Agent may elect, as shall have become or shall become due and payable to the Issuers or Lenders in respect of the Letter of Credit Obligations.

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(d)           No Borrower or any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Cash Collateral Account.

(e)           Each Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any Lien upon or with respect to the L/C Cash Collateral Account or any funds held therein, except as provided in or contemplated by this Agreement or the Collateral Documents.

(f)            The Agent may also exercise, in its sole discretion, in respect of the L/C Cash Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time, and the Agent may, without notice except as specified below, sell the L/C Cash Collateral Account or any part thereof in one or more sales, at public or private sale, at any of the Agent’s offices or elsewhere, for cash, or credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable.  Each Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Agent shall not be obligated to make any sale of the L/C Cash Collateral Account, regardless of notice of sale having been given.  The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(g)           Any cash held in the L/C Cash Collateral Account, and all cash proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the L/C Cash Collateral Account, may, in the discretion of the Agent, then or at any time thereafter be applied (after all payments provided for in Section 8.4(c), the expiration of all outstanding Letters of Credit and the payment of any amounts payable pursuant to Section 10.4) in whole or in part by the Agent against all or any part of the other Obligations in such order as the Agent shall elect, provided that cash deposited by Dutch Company, Dutch Operating Co. or U.K. Operating Co. shall be applied only to their respective Guarantied Obligations, respectively.  Any surplus of such cash or cash proceeds held by the Agent and remaining after the indefeasible cash payment in full of all of the Obligations shall be paid over to the applicable Borrower or to whomsoever may be lawfully entitled to receive such surplus.

8.5           Application of Payments.  After the occurrence and during the continuance of an Event of Default, the Loan Parties hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral, and agrees that the Agent may, and shall upon either (A) the written direction of the Majority Lenders or (B) the acceleration of the Obligations pursuant to Section 8.2, apply all payments in respect of any Obligations and all other proceeds of Collateral in the following order:

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(a)           first, to pay interest on and then principal of any portion of the Revolving Credit Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the Borrowers;

(b)           second, to pay interest on and then principal of any Swing Loan;

(c)           third, to pay Obligations in respect of any expense reimbursements or indemnities then due the Agent;

(d)           fourth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuer;

(e)           fifth, to pay Obligations in respect of any fees then due to the Agent, the Lenders and the Issuers;

(f)            sixth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations;

(g)           seventh, to pay or prepay principal payments on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 8.4, ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts and Obligations owing with respect to Currency Contracts and Commodity Hedge Contracts; and

(h)           eighth, to the ratable payment of all other Obligations;

provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Agent’s, the Issuer’s and each Lender’s interest in the aggregate outstanding Obligations described in such clauses.  The order of priority set forth in clauses first through eighth of this Section 8.5(but not the order of any items within such clauses) may at any time and from time to time be changed by the agreement of the Majority Lenders without necessity of notice to or consent of or approval by any Loan Party that is not a Lender or the Issuer, or any other Person.  The order of priority set forth in clauses first through fifth of this Section 8.5(but not the order of any items within such clauses) may be changed only with the prior written consent of the Agent in addition to the Majority Lenders.

ARTICLE IX

THE AGENT

9.1           Authorization and Action.  (a)  Each Lender and the Issuer hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are

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delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto.  Without limitation of the foregoing, each Lender and the Issuer hereby authorizes the Agent (i) to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Agent is or is to be a party and (ii) to exercise all rights, powers and remedies that the Agent may have under such Loan Documents.

(b)           As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders, the Issuer, the Agent, and all holders of Notes; provided, however, that the Agent shall not be required to take any action which the Agent in good faith believes exposes it to personal liability or is contrary to this Agreement or applicable law.  The Agent agrees to give to each Lender and the Issuer prompt notice of each notice given to it by any Loan Party pursuant to the terms of this Agreement or the other Loan Documents.

9.2           Agent’s Reliance, Etc. None of the Agent or any of its Affiliates or any of the directors, officers, agents or employees of the Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct.  Without limitation of the generality of the foregoing, (a) the Agent (i) may treat the payee of any Note as the holder thereof until such note has been assigned in accordance with Section 10.7, (ii) may rely on the Register to the extent set forth in Section 10.7(c) and (iii) may consult with legal counsel (including, without limitation, counsel to any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (b) the Agent (i) makes no warranty or representation to any Lender and shall not be responsible to any Lender or the Issuer for any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Documents, (ii) shall have no duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents on the part of any Loan Party or to inspect the property (including, without limitation, the books and records) of any Loan Party, (iii) shall not be responsible to any Lender or the Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto and (iv) shall not incur any liability under or in respect of this Agreement or any of the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, telex or facsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties.

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9.3           The Agent and Its Affiliates.  With respect to its Commitments, the Loans made by it, each Note issued to it and its other agreements hereunder, Wachovia shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Wachovia Bank in its individual capacity.  Wachovia and any of its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, any Loan Party or any of its Subsidiaries and any Person who may do business with or own securities of any Loan Party or any of its Subsidiaries, all as if Wachovia were not the Agent, and without any duty to account therefor to the Lenders.

9.4           Lender Credit Decision.  Each Lender and the Issuer acknowledges that it has, independently and without reliance upon the Agent, any other Lender or the Issuer, and based on the financial statements referred to in Article IV and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender and the Issuer also acknowledges that it will, independently and without reliance upon the Agent, any Lender or the Issuer and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other Loan Documents.

9.5           Indemnification.  The Lenders and the Issuer agree to indemnify each Indemnitee (to the extent not reimbursed by the Borrowers or other Loan Parties), ratably according to the respective amounts of the aggregate of their outstanding Loans and unused Revolving Credit Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including, without limitation, fees and disbursements of legal counsel) of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, such Indemnitee in any way relating to or arising out of this Agreement or the other Loan Documents or any action taken or omitted by such Indemnitee under this Agreement or the other Loan Documents; provided, however, that neither the Issuer nor any Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Indemnitee’s gross negligence or willful misconduct.  Without limitation of the foregoing, each Lender and the Issuer agrees to reimburse each Indemnitee promptly upon demand for its ratable share of any out–of–pocket expenses (including, without limitation, fees and disbursements of legal counsel) incurred by such Indemnitee in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement or the other Loan Documents, to the extent that such Indemnitee is not reimbursed for such expenses by any Loan Party.

9.6           Successor Agent.  The Agent may resign at any time by giving written notice thereof to the Lenders and Euramax U.S.  Upon any such resignation by the Agent, the Majority Lenders shall have the right to appoint a successor Agent, subject to Euramax U.S.’s approval of such successor, which approval shall not be unreasonably

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withheld.  If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuer, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000, and which successor shall be subject to Euramax U.S.’s approval, which approval shall not be unreasonably withheld.  Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents.

9.7           U.K. Documents.  The provisions of this Article IX shall apply, mutatis mutandis, to the appointment of the U.K. Trustee in respect of the U.K. Collateral Documents and the U.K. Guaranties as if references to the “Agent” were to the U.K. Trustee.  Each of the parties to this Agreement agrees to the appointment of the U.K. Trustee in accordance with the 2003 U.K. Collateral Trust Deed, the U.K. Collateral Documents and the U.K. Guaranties and to the terms and conditions of all such Loan Documents.

9.8           Concerning the Collateral and the Collateral Documents.  Each of the Lenders and Issuers hereby directs, in accordance with the terms hereof, the Agent to release (or, in the case of clause (b) below, release or subordinate) any Lien held by the Agent for the benefit of the Guarantied Parties or the Secured Parties, as applicable:

(a)           against all of the Collateral, upon termination of the Commitments, the termination of all Currency Contracts, Interest Rate Contracts, and Commodity Hedge Contracts to which any Currency Contract Party, Interest Rate Contract Party, or Commodity Hedge Party is party, and the full and final payment and performance of all Obligations, including, without limitation, the payment and satisfaction in full of all Loans and Letter of Credit Obligations (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back–up letter of credit has been issued, in either case on terms satisfactory to the Agent and the applicable Issuer);

(b)           against any assets that are subject to a Lien, to the extent permitted by Section 7.1(i) or (j);

(c)           against any part of the Collateral sold or disposed of by a Loan Party if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement); and

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(d)           against any part of the Collateral to the extent necessary to permit the effectuation of the Dutch Holding Company Transaction and the transactions contemplated thereby.

Each of the Lenders and the Issuers hereby directs the Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.8 promptly upon the effectiveness of any such release.

9.9           Assignment of Agency.  Each Person party hereto, for itself and on behalf of all of its Subsidiaries and Affiliates, (i) acknowledges and agrees that the Former Agent has assigned all of its rights and responsibilities as Agent to Wachovia pursuant to the 2003 Master Assignment and Assumption Agreement; (ii) accepts the resignation of the Former Agent as “Agent” under the Existing Credit Agreement; (iii) accepts the appointment of Wachovia as the Agent hereunder.

9.10         Co-Documentation Agents.  The Co-Documentation Agents, acting in such capacities, shall not have any duties or obligations under this Agreement or the other Loan Documents, express or implied.  The Co-Documentation Agents, acting in such capacities, shall incur no personal liability by reason of being named the Co-Documentation Agents hereunder.

ARTICLE X

MISCELLANEOUS

10.1         Amendments, Etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following:  (i) waive any of the conditions specified in Article III except as otherwise provided therein; (ii) increase the Revolving Credit Commitments of the Lenders or subject the Lenders to any additional obligations; (iii) reduce the principal of, or interest on, the Loans or any fees or other amounts payable hereunder or the Letter of Credit Obligations; (iv) postpone any final maturity date fixed for any payment of principal of, or interest on, the Loans or any fees or the Letter of Credit Obligations or other amounts payable hereunder; (v) change the percentage of the Revolving Credit Commitments, the aggregate unpaid principal amount of the Loans or the aggregate amount of the Letter of Credit Obligations, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder; (vi) release or subordinate any Collateral or release any Loan Party except as shall otherwise be provided in Section 7.5 or in the Collateral Documents; or (vii) amend this Section 10.1; and provided, further, that no amendment, waiver or consent shall (x) unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or the other Loan

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Documents; (y) unless in writing and signed by the Swing Loan Lender in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Loan Lender under this Agreement or any other Loan Document; and (z) unless in writing and signed by the Issuer in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuer under this Agreement or any other Loan Document.

10.2         Notices, Etc.  (a)  All notices and other communications provided for hereunder shall be in writing (including, without limitation, telex or telecopy communication) and mailed, telecopied, or delivered by hand, by Federal Express or by other nationally recognized courier,

(i)            if to any Loan Party, at its address specified in Schedule III or such other address as shall be designated by such Loan Party in a written notice to each other party;

(ii)           if to any Lender, at its Domestic Lending Office specified opposite its name on Schedule II or such other address as shall be designated by such Lender in a written notice to the Agent, the Issuer and each Loan Party;

(iii)          if to the Issuer, at its address specified opposite its name or Schedule II or at such other address as shall be designated by Issuer in a written notice to the Loan Parties and the Agent; and

(iv)          if to the Agent:

At its Payment Office:

Wachovia Bank, National Association

201 S. College Street

CP-8

Charlotte, North Carolina 28288

Attn:  Sue Patterson

Fax:  704-383-0288

Telephone: 704-303-0486

In the case of any Notice of Borrowing, Notice of Continuation or Conversion, IP Notice, or Letter of Credit Request, to:

Wachovia Bank, National Association

201 S. College Street

CP-8

Charlotte, North Carolina 28288

Attn:  Sue Patterson

Fax:  704-383-0288

Telephone: 704-303-0486

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with a copy to:

Wachovia Bank, National Association

191 Peachtree Street N.E.

Mail Code: GA 8056, 30^th Floor

Atlanta, Georgia 30303

Attn:  Cheryl B. Boyd

Fax:  404-332-6920

Telephone: 404-332-4401

and, to the extent such notice relates to any Eurocurrency Loan or any Loan in any Alternative Currency, with a copy to:

Wachovia Bank, National Association

3 Bishopsgate,

London EC2N 3

England

Attn:  Maureen Hart

Fax:  0207 929 4645

Telephone:  0207 216 1642

In the case of all reports, certificates and other documents required to be furnished to the Agent pursuant to Section 6.11 (in a sufficient number of originals of each thereof for the Lenders and the Issuer), and in all other cases, to:

Wachovia Bank, National Association

191 Peachtree Street N.E.

Mail Code: GA 8056, 30^th Floor

Atlanta, Georgia 30303

Attn:  Cheryl B. Boyd

Fax:  404-332-6920

Telephone: 404-332-4401

(b)           All such notices and communications shall, when mailed, telecopied, or delivered, be effective when deposited in the mails, telecopied with confirmation of receipt, or delivered by hand, by Federal Express or by such other courier, to the addressee or its agent, respectively, except that notices and communications to the Agent pursuant to Article II or IX shall not be effective until received by the Agent.

10.3         No Waiver; Remedies.  No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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10.4         Costs; Expenses; Indemnities.  (a)  The Loan Parties jointly and severally agree to pay on demand (i) all reasonable costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out–of–pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Agent with respect thereto and with respect to advising it as to its rights and responsibilities under this Agreement and the other Loan Documents; (ii) all reasonable costs and expenses of the Agent, the Issuer and each Lender (including, without limitation, the reasonable fees and out–of–pocket expenses of counsel, accountants, appraisers, investment bankers and advisors, consultants or industry experts retained by the Agent, Issuer or any Lender) in connection with the restructuring or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents and (iii) all reasonable fees and expenses incurred by the Agent, without duplication, in connection with the audits, reports, investigations and other matters created or performed pursuant to this Agreement, including pursuant to Sections 6.12(k), 6.16, 6.19 and 6.22.

(b)           The Loan Parties jointly and severally agree to indemnify and hold harmless each Indemnitee from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel to any such Indemnitee and experts, engineers and consultants and the costs of investigation and feasibility studies) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation, violation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of or based upon or attributable to this Agreement, any other Loan Document, any Related Document, any document delivered hereunder or thereunder, any Obligation, any Guarantied Obligation, or any act, event or transaction related or attendant to any thereof, including, without limitation, (i) arising from any misrepresentation or breach of warranty under Section 4.19 or any Environmental Claim or any Environmental Lien or any Remedial Action or otherwise under any Environmental Law currently or hereafter in effect arising out of or based upon anything relating to real property owned, leased or operated by any Loan Party or any of its Subsidiaries or any of their facilities or operations (collectively, the “Indemnified Matters”); or (ii) suits or claims of Intellectual Property (as defined in the Collateral Documents) infringement arising out of or in connection with this Agreement, the other Loan Documents or the transactions contemplated hereby and thereby or any action or omission by the Agent that is permitted under any of the Loan Documents; provided, however, that none of the Loan Parties shall have any obligation under this Section 10.4(b) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non–appealable judgment or order.

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(c)           If any Lender receives any payment of principal of, or is subject to a conversion of, any Eurocurrency Rate Loan other than on the last day of an Interest Period relating to such Loan, as a result of any payment or conversion made by any Borrower or acceleration of the maturity of the Notes pursuant to Section 8.2 or for any other reason, then, in any such event, such Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender all amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or conversion, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan.

(d)           The Loan Parties shall jointly and severally indemnify the Agent, the Issuer and the Lenders for, and hold the Agent, the Issuer and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agent, the Issuer and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement and the other Loan Documents.

(e)           The Agent, the Issuer and each Lender agree that in the event that any such investigation, litigation, violation or proceeding set forth in paragraph (b) above is asserted or threatened in writing or instituted against it or any other Indemnitee, or any Remedial Action, is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee may desire indemnity or defense hereunder, such Indemnitee shall promptly notify the Borrowers in writing.

(f)            The Loan Parties, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding or requested Remedial Action, and the Loan Parties, in any event, may participate in the defense thereof with legal counsel of their choice.  In the event that such Indemnitee requests the Loan Parties to defend against such investigation, litigation or proceeding or requested Remedial Action, the Loan Parties shall promptly do so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense.  No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair any Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.

(g)           Each Loan Party agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including, without limitation, pursuant to this Section 10.4) or any other Loan Document shall (i) survive payment of the Obligations and the termination of the Revolving Credit Commitments and (ii) inure to the benefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

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10.5         Right of Set-off.  Upon the occurrence and during the continuance of any Event of Default, each Lender, the Issuer and the Agent is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender, the Issuer or the Agent to or for the credit or the account of any Loan Party against any of such Loan Party’s Guarantied Obligations, in each case whether now or hereafter existing whether or not such Lender, the Issuer or the Agent shall have made any demand under this Agreement or any Note or any other Loan Document and although any or all of such Guarantied Obligations (or the underlying Obligations) may be unmatured.  Each Lender, the Issuer and the Agent agrees that, after any such set–off and application made by such Lender, the Issuer or the Agent against any Loan Party, such Lender, the Issuer or the Agent, as the case may be, shall promptly notify such Loan party; provided, however, that the failure to give such notice shall not affect the validity of such set–off and application.  The rights of each Lender, the Issuer and the Agent under this Section are in addition to the other rights and remedies (including, without limitation, other rights of set–off) which such Lender, the Issuer and the Agent may have.

10.6         Binding Effect.  This Agreement shall become effective on the Effective Date and shall have no retroactive effect except as expressly provided in this Section 10.6, and thereafter this Agreement shall be binding upon and inure to the benefit of the Loan Parties, the Agent, the Issuer and each Lender and their respective successors and assigns, except that the Loan Parties shall not have the right to assign their respective rights hereunder or any interest herein without the prior written consent of the Lenders.  On the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except as to evidence the incurrence by the Loan Parties of the Obligations thereunder, as to evidence the representations and warranties made by the Loan Parties prior to the Effective Date and as to evidence any failure to comply with the covenants contained in such Existing Credit Agreement occurring prior to the Effective Date.  The terms and conditions of this Agreement and the Agent’s, the Lenders’ and the Issuer’s rights and remedies under this Agreement and the other Loan Documents, shall apply to all of the Obligations incurred under the Existing Credit Agreement.  It is expressly understood and agreed by the parties hereto that this Agreement is not intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any of such obligations and liabilities.  Each Loan Party party to the Existing Credit Agreement reaffirms the Liens granted to the Agent for the benefit of the Lenders and the Issuers pursuant to each of the Loan Documents executed by such Loan Party, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Obligations identified in such Loan Documents.  All references to the “Credit Agreement” (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to this Agreement.  Upon the effectiveness hereof as provided above, each Existing Lender that is a party hereto shall return to the Borrowers the Existing Notes of such Lender each marked “cancelled.”

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10.7         Assignments and Participations.  (a)  Each Lender and the Issuer may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its Revolving Credit Commitments, Term Loan Commitments, its commitment to issue Letters of Credit, the Loans and the Letter of Credit Obligations owing to it and the Notes held by it and a commensurate portion of its rights and obligations hereunder and under the other Loan Documents; provided, however, that (i) each assignee hereunder shall be an Eligible Assignee, (ii) each such assignment shall be of a single, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement and (iii) after giving effect to such assignment, the aggregate Revolving Credit Commitments, outstanding Loans and outstanding Letter of Credit Obligations of the assignor Lender shall, unless all of the assignor Lender’s Revolving Credit Commitments, outstanding Loans and outstanding Letter of Credit Obligations are assigned, be no less than $5,000,000, and the aggregate Revolving Credit Commitments, outstanding Loans and outstanding Letter of Credit Obligations of the assignee Lender shall, unless all of the assignor Lender’s Revolving Credit Commitments, outstanding Loans and outstanding Letter of Credit Obligations are assigned to such assignee, be no less than $5,000,000.  The parties to each assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and Indemnity with respect to such Notes satisfactory to the Agent) subject to such assignment and a payment to the Agent by such parties, for the account of the Agent, of an assignment fee of $1,000 in the case of any such assignment to an existing Lender and $5,000 in the case of any other assignment.  Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (A) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender and/or Issuer hereunder and thereunder and (B) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto, except for purposes of rights that survive payment in full of the Obligations).  For purposes of clarification, and without limiting the generality of any of the foregoing provisions of this Section 10.7(a), no Lender may sell, transfer, negotiate, or assign any of its respective rights and obligations under this Agreement or the other Loan Documents separate and apart from (or in any varying percentage than) any of its other rights and obligations under this Agreement or the other Loan Documents, meaning, for example, in connection with any one assignment, no Lender could (X) assign all or any portion of its Term Loan while maintaining its full Revolving Credit Commitment or (Y) assign 50% of its Revolving Credit Commitment and 40% of its Term Loan.

(b)           By executing and delivering an Assignment and Acceptance, the Lender assignor and/or the Issuer assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows:  (i) other than as provided in such Assignment and Acceptance, such assigning Lender or assigning

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Issuer makes no representation or warranty and assumes no responsibility with respect to any of the statements, warranties or representations made in or in connection with this Agreement or any other Loan Document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (ii) such assigning Lender or assigning Issuer makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document or of any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender or assigning Issuer confirms that it has delivered to the assignee and the assignee confirms that it has received a copy of this Agreement and each of the Loan Documents together with a copy of the most recent financial statements delivered by Euramax U.S. to the Lenders pursuant to each of the clauses of Section 6.11 (or if no such statements have been delivered, the financial statements referred to in Section 4.5 of this Agreement) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or assigning Issuer or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender and/or Issuer.

(c)           The Agent shall maintain at its address referred to in Section 10.2 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders, the Issuer and the Revolving Credit Commitments of and principal amount of the Loans and the amount of the Letter of Credit Obligations owing to each Lender and the Issuer from time to time (the “Register”).  The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Agent, the Lenders and the Issuer may treat each Person whose name is recorded in the Register as a Lender or the Issuer for all purposes of this Agreement.  The Register shall be available for inspection by the Loan Parties, any Lender or the Issuer at any reasonable time and from time to time upon reasonable prior notice.

(d)           Upon its receipt of an Assignment and Acceptance executed by an assignor and an assignee representing that it is an Eligible Assignee, together with the Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Loan parties.  Within five Business Days after its receipt of such notice, each applicable Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for

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such surrendered Notes, new Notes to the order of such Eligible Assignee in an amount equal to the Revolving Credit Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assignor has retained Revolving Credit Commitments hereunder, new Notes to the order of the assignor in an amount equal to the Revolving Credit Commitments retained by it hereunder.  Such new Notes shall be dated the same date as the surrendered Notes.

(e)           In addition to the other assignment rights provided in this Section 10.7, each Lender may assign, as collateral or otherwise, any of its rights under this Agreement (including, without limitation, rights to payments of principal or interest on the Loans) to any Federal Reserve Bank without notice to or consent of any Loan Party or the Agent; provided, however, that no such assignment shall release the assigning Lender from any of its obligations hereunder.  The terms and conditions of any such assignment and the documentation evidencing such assignment shall be in form and substance satisfactory to the assigning Lender and the assignee Federal Reserve Bank.

(f)            Each Lender and the Issuer may sell participations to one or more banks or other Persons in or to all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Revolving Credit Commitments, its commitment to issue Letters of Credit, the Loans owing to it, the Letter of Credit Obligations owing to it, and the Notes held by it).  The terms of such participation shall not, in any event, require the participant’s consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights which such Lender and the Issuer may have under or in respect of the Loan Documents (including, without limitation, the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount or postpone any final maturity date of the Loans or reduce the amount of interest or fees payable to such participant under the Loan Documents to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with the Collateral Documents.  In the event of the sale of any participation by any Lender or the Issuer, (i) such Lender’s and the Issuer’s obligations under the Loan Documents (including, without limitation, its Revolving Credit Commitments) shall remain unchanged, (ii) such Lender and the Issuer shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender and the Issuer shall remain the holder of such Notes and Obligations for all purposes of this Agreement, (iv) such Lender and the Issuer shall disclose to the Agent the identity of each bank or other entity purchasing a participation within a reasonable time after the sale and purchase of such participation and (v) each Loan Party, the Agent, the Issuer and the other Lenders shall continue to deal solely and directly with such Lender or the Issuer, as applicable, in connection with such Lender’s or the Issuer’s rights and obligations under this Agreement.

(g)           Each participant shall be entitled to the benefits of Sections 2.11, 2.12, 2.13 and 2.15 as if it were an Issuer or a Lender; provided, however, that anything herein to the contrary notwithstanding, none of the Borrowers shall, at any time, be

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obligated to pay to any participant of any interest of the Issuer or any Lender, under Section 2.11, 2.12, 2.13 or 2.15, any sum in excess of the sum which such Borrower would have been obligated to pay to the Issuer or such Lender in respect of such interest had such participation not been sold.

10.8         Governing Law; Severability.  This Agreement and the Notes and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.  Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10.9         Submission to Jurisdiction; Service of Process; Judgment.  (a)  Any legal action or proceeding with respect to this Agreement, the Notes or any other Loan Document or any document related hereto or thereto may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Loan Party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.  The parties hereto hereby irrevocably waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(b)           Each Loan Party hereby irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 111 Eighth Avenue, New York, New York 10011, United States, as its agent to receive on behalf of such Loan Party and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding.  Such service may be made by mailing or delivering a copy of such process to such Loan Party in care of the Process Agent at the Process Agent’s above address, and such Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf.  As an alternative method of service, each Loan Party also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such Loan Party at its address specified in Section 10.2.  Each Loan Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)           Nothing in this Section 10.9 shall affect the right of any Lender, the Issuer or the Agent to serve legal process in any other manner permitted by law or affect the right of any Lender, the Issuer or the Agent to bring any action or proceeding against any Loan Party or its property in the courts of other jurisdictions.

(d)           To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through

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service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

(e)           Each Loan Party’s obligations hereunder and under the other Loan Documents to make payments in Dollars or in any Alternative Currency (the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Agent, the Issuer or a Lender of the full amount of the Obligation Currency expressed to be payable to the Agent or such Lender under this Agreement or the other Loan Documents.  If there is a change in the rate of exchange prevailing between the date of such conversion and the date of actual payment of the amount due, each Loan Party covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Other Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Other Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on such conversion date.  If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under the Notes into or from any currency other than the Obligation Currency (such other currency being the “Other Currency”) an amount due in the Obligation Currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase the Obligation Currency with the Other Currency at the rate of exchange (as quoted by the Agent) determined as of the Business Day preceding that on which final judgment is given.

(f)            The obligation of each Loan Party in respect of any sum due in the Obligation Currency from it to any Lender, the Issuer or the Agent hereunder or under the Note held by such Lender, shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that, on the Business Day following receipt by such Lender, the Issuer or the Agent (as the case may be) of any sum adjudged to be so due in such Other Currency, such Lender, the Issuer or the Agent (as the case may be) may in accordance with normal banking procedures purchase Dollars with such Other Currency; if the amount of the Obligation Currency so purchased is less than the sum originally due to such Lender, the Issuer or the Agent (as the case may be) in the Obligation Currency, each Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Issuer or the Agent (as the case may be) against such loss, and if the amount of the Obligation Currency so purchased exceeds the sum originally due to any Lender, the Issuer or the Agent (as the case may be) in the Obligation Currency, such Lender, the Issuer or the Agent (as the case may be) agrees to remit to such Loan Party such excess.

(g)           For purposes of determining the equivalent of an Alternative Currency or of Dollars or the rate of exchange for this Section, such amounts shall

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include any premium and costs payable in connection with the purchase of the Obligation Currency.

10.10       Section Titles.  The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

10.11       Execution in Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

10.12       Entire Agreement.  This Agreement, together with all of the other Loan Documents and all certificates and documents delivered hereunder or thereunder and the agreements referred to in Section 2.4(b) embody the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

10.13       Confidentiality.

(a)           Each Lender, the Issuer and the Agent agree to keep information obtained by it pursuant hereto and the other Loan Documents confidential in accordance with such Lender’s, the Issuer’s or the Agent’s, as the case may be, customary practices and agrees that it will only use such information in connection with the transactions contemplated by this Agreement and not disclose any of such information other than (i) to such Lender’s, the Issuer’s or the Agent’s, as the case may be, employees, representatives and agents who are or are expected to be involved in the evaluation of such information in connection with the transactions contemplated by this Agreement and who are advised of the confidential nature of such information, (ii) to the extent such information presently is or hereafter becomes available to such Lender, the Issuer or the Agent, as the case may be, on a non–confidential basis from a source other than the Loan Parties, (iii) to the extent disclosure is required by law, regulation or judicial order or requested or required by bank regulators or auditors or (iv) to assignees or participants or potential assignees or participants who agree to be bound by the provisions of this sentence.

(b)           Notwithstanding the foregoing, each Lender, the Swing Loan Lender, the Issuer, the Agent, and the U.K. Trustee may disclose to any and all persons, without limitation of any kind, any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to each Lender, the Swing Loan Lender, the Issuer, the Agent, and the U.K. Trustee relating to such tax treatment and tax structure.  To the extent not inconsistent with the immediately preceding sentence, this authorization does not extend to disclosure of any other information, including without limitation (i) the identities of participants or potential participants in this transaction, (ii) the existence or status of any negotiations, or (c) or any other term or detail, or portion of any documents or other materials, not related to the tax treatment or tax structure of the transaction.

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10.14       Waiver of Jury Trial.  Each of the parties hereto waives any right it may have to trial by jury in respect of any litigation based on, or arising out of, under or in connection with this Agreement or any other Loan Document, or any course of conduct, course of dealing, verbal or written statement or action of any party hereto.

10.15       European Economic and Monetary Union.  (a)  Effectiveness of Provisions.  The provisions of subsections (b) through (f) below (inclusive) are effective at and from the commencement of the third stage of EMU; provided, however, that if and to the extent that any such provision relates to any state (or the currency of such state) that is not a participating member state on the commencement of the third stage of EMU, such provision shall become effective in relation to such state (and the currency of such state) at and from the date on which such state has become or becomes a participating member state.

(b)           Redenomination and Alternative Currencies.  Each obligation (including each Obligation, Secured Obligation and Guarantied Obligation) under this Agreement or any other Loan Document of a party to this Agreement or any other Loan Document which has been denominated in the National Currency Unit of a participating member state shall be redenominated into the Euro Unit in accordance with EMU legislation.

(c)           Loans.  Any Loan in the currency of a participating member state shall be made in the Euro Unit.

(d)           Business Days.  With respect to any amount denominated or to be denominated in the Euro or a National Currency Unit, any reference to a “Business Day” shall be construed as a reference to a day (other than a Saturday or Sunday) on which banks are generally open for business in London, Charlotte, North Carolina, and Atlanta, Georgia (or such principal financial center or centers in such participating member state or states as the Agent may from time to time nominate for this purpose); provided, however, that the Agent may by notice to the Loan Parties, the Issuer and the Lenders specify changes to the definition of Business Day as applicable to the Euro or one or more other currencies which it reasonably determines are necessary to reflect changes in market practices and/or operational requirements in connection therewith.

(e)           Payments to the Agent.  Amounts payable by a Loan Party under any Loan Document shall be construed so that, in relation to the payment of any amount of Euro Units or National Currency Units, such amount shall be made available to the Agent in immediately available, freely transferable, cleared funds to such account with such bank in Frankfurt am Main, Germany (or such other principal financial center in such participating member state as the Agent may from time to time nominate for this purpose) as the Agent shall from time to time nominate for this purpose.

(f)            Payments by the Agent Generally.  With respect to the payment of any amount denominated in the Euro or in a National Currency Unit, the Agent shall not be liable to any of the Loan Parties, any of the Lenders or the Issuer in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any

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account of any amount required by any Loan Document to be paid by the Agent if the Agent shall have taken all relevant steps to achieve, on the date required by such Loan Document, the payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case may be, in a National Currency Unit) to the account with the bank in the principal financial center in the participating member state which the relevant Loan Party, Lender or Issuer, as the case may be, shall have specified for such purpose.  In this subsection (g), “all relevant steps” means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Agent may from time to time determine for the purpose of clearing or settling payments of the euro.

(g)           Basis of Accrual.  If the basis of accrual of interest or fees expressed in this Agreement or any other Loan Document with respect to the currency of any state that becomes a participating state shall be inconsistent with any convention or practice in the London Interbank Market for the basis of accrual of interest or fees in respect of the euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a participating member state; provided, however, that if any Loan in the currency of such state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Loan, at the end of the then current Interest Period.

(h)           Rounding and Other Consequential Changes.  Without prejudice and in addition to any methods of conversion or rounding prescribed by any EMU legislation and without prejudice to the respective liabilities for indebtedness of any Loan Party to any Lender or the Issuer and of any Lender or the Issuer to any Loan Party under or pursuant to any Loan Document:

(i)            each reference in each Loan Document to a minimum amount (or an integral multiple thereof) in a National Currency Unit to be paid to or by the Agent shall be replaced by a reference to such reasonably comparable and convenient amount (or an integral multiple thereof) in the Euro Unit as the Agent may from time to time specify; and

(ii)           except as expressly provided in this Section 10.15, each provision of each Loan Document shall be subject to such reasonable changes of construction as the Agent may from time to time specify to be necessary or appropriate to reflect the introduction of or changeover to the Euro in participating member states.

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

EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
Name:	R. Scott Vansant
Title:	Chief Financial Officer
EURAMAX INTERNATIONAL LIMITED
EURAMAX INTERNATIONAL HOLDINGS LIMITED
EURAMAX EUROPEAN HOLDINGS LIMITED
EURAMAX CONTINENTAL LIMITED
EURAMAX COATED PRODUCTS LIMITED
EURAMAX EUROPE LIMITED
EURAMAX HOLDINGS LIMITED
By:	/s/ R. Scott Vansant
Name:	R. Scott Vansant
Title:	Director
EURAMAX INTERNATIONAL HOLDINGS B.V.
By:		/s/ S. Kirk Huddleston
Name:		S. Kirk Huddleston
Title:		Attorney-in-fact

EURAMAX EUROPEAN HOLDINGS B.V.
EURAMAX NETHERLANDS B.V.
EURAMAX EUROPE B.V.
EURAMAX COATED PRODUCTS B.V.
By:	/s/ S. Kirk Huddleston
Name:	S. Kirk Huddleston
Title:	Attorney-in-fact
AMERIMAX U.K. INC. (f/k/a/, Amerimax Holdings, Inc.)
By:	/s/ David Pugh
Name:	David Pugh
Title:	Director
AMERIMAX FABRICATED PRODUCTS,  INC.
AMERIMAX BUILDING PRODUCTS, INC.
AMERIMAX COATED PRODUCTS, INC.
AMERIMAX RICHMOND COMPANY
AMERIMAX FINANCE COMPANY, INC.
AMERIMAX LAMINATED PRODUCTS,  INC.
AMERIMAX HOME PRODUCTS, INC.
AMERIMAX DIVERSIFIED PRODUCTS, INC.
FABRAL HOLDINGS, INC.
FABRAL, INC.
By:	/s/ R. Scott Vansant
Name:	R. Scott Vansant
Title:	Chief Financial Officer
ELLBEE LIMITED
By:	/s/ R. Scott Vansant
Name:	R. Scott Vansant
Title:	Attorney-in-fact

WACHOVIA BANK, NATIONAL
ASSOCIATION, as Agent, as a
Lender and as the Issuer
By:	/s/ Cheryl P. Boyd
Name:	Cheryl P. Boyd
Title:	Director

LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Amy Damitio
Name:	Amy Damitio
Title:	Vice President

PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Edward Meyers
Name:	Edward Meyers
Title:	Vice President

FLEET NATIONAL BANK,
as a Lender
By:	/s/ Elise Chowdhry
Name:	Elise Chowdhry
Title:	Director

SUNTRUST BANK,
as a Lender
By:	/s/ Jenna H. Kelly
Name:	Jenna H. Kelly
Title:	Director

BANK OF AMERICA, N.A.,
as a Lender
By:	/s/ Brian L. Martin
Name:	Brian L. Martin
Title:	Vice President

SCHEDULE I

Part 1

REVOLVING CREDIT COMMITMENTS

		Revolving Credit Commitment
Lender:		Dollar Amount		Percentage
Wachovia Bank, National Association		$	24,655,172.41	22.414	%
LaSalle Bank National Association		$	24,655,172.41	22.414	%
PNC Bank, National Association		$	18,965,517.24	17.241	%
Fleet National Bank		$	15,172,413.79	13.793	%
SunTrust Bank		$	15,172,413.79	13.793	%
Bank of America, N.A.		$	11,379,310.34	10.345	%
	Total:	$	110,000,000	100.00	%

Part 2

		Term Loan Commitment
Lender:		Dollar Amount		Percentage
Wachovia Bank, National Association		$	7,844,827.59	22.414	%
LaSalle Bank National Association		$	7,844,827.59	22.414	%
PNC Bank, National Association		$	6,034,482.76	17.241	%
Fleet National Bank		$	4,827,586.21	13.793	%
SunTrust Bank		$	4,827,586.21	13.793	%
Bank of America, N.A.		$	3,620,689.66	10.345	%
	Total:	$	35,000,000	100.00	%

I-A-1

SCHEDULE II

APPLICABLE LENDING OFFICES AND

ADDRESSES FOR NOTICES

[SEE SEPARATE SCHEDULE DELIVERED FOR APPROVAL VIA EMAIL]

I-1-1

EX-99.D1

Exhibit (d)(1)

Execution Copy

AGREEMENT AND PLAN OF MERGER

AMONG

EURAMAX INTERNATIONAL, INC.

AMERIMAX PENNSYLVANIA, INC.

AND

BERGER HOLDINGS, LTD.

Dated as of October 10, 2003

Table of Contents

ARTICLE I	THE OFFER
Section 1.1.	The Offer.
Section 1.2.	Company Actions
Section 1.3.	Stockholder Lists.
Section 1.4.	Directors; Section 14(f).
ARTICLE II	THE MERGER
Section 2.1.	The Merger.
Section 2.2.	Effective Time.
Section 2.3.	Effects of the Merger.
Section 2.4.	Articles of Incorporation; Bylaws.
Section 2.5.	Directors and Officers.
Section 2.6.	Conversion of Securities.
Section 2.7.	Dissenting Shares.
Section 2.8.	Surrender of Shares.
Section 2.9.	No Further Transfer or Ownership Rights.
Section 2.10.	Treatment of Options.
Section 2.11.	Closing.
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 3.1.	Organization and Qualification
Section 3.2.	Capitalization.
Section 3.3.	Authority Relative to this Agreement.
Section 3.4.	Absence of Certain Changes.
Section 3.5.	Reports.
Section 3.6.	Proxy Statement.
Section 3.7.	Consents and Approvals; No Violation.
Section 3.8.	Brokerage Fees and Commissions.
Section 3.9.	Schedule 14D-9; Offer Documents.
Section 3.10.	Litigation.
Section 3.11.	Absence of Changes in Benefit Plans.
Section 3.12.	ERISA Compliance.
Section 3.13.	Taxes.

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Section 3.14.	No Excess Parachute Payments; Termination Payments; Section 162(m) of the Code.
Section 3.15.	Compliance with Applicable Laws; Environmental.
Section 3.16.	State Takeover Statutes.
Section 3.17.	Contracts.
Section 3.18.	Labor Matters.
Section 3.19.	Title to Properties.
Section 3.20.	Undisclosed Liabilities; Indebtedness.
Section 3.21.	Opinion of Company Financial Advisor.
Section 3.22.	Intellectual Property.
Section 3.23.	Insurance.
Section 3.24.	Affiliate Transactions.
Section 3.25.	Indemnification Claims.
Section 3.26.	Absence of Questionable Payments.
Section 3.27.	Products Liability.
Section 3.28.	Relationship with Customers and Suppliers.
Section 3.29.	Company Rights Agreement.
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
Section 4.1.	Organization and Qualification.
Section 4.2.	Authority Relative to this Agreement.
Section 4.3.	Proxy Statement.
Section 4.4.	Consents and Approvals; No Violation.
Section 4.5.	Schedule TO; Offer Documents.
ARTICLE V	CONDUCT OF BUSINESS PENDING THE MERGER
Section 5.1.	Conduct of Business of the Company Pending the Merger.
Section 5.2.	Prohibited Actions by the Company.
ARTICLE VI	COVENANTS
Section 6.1.	No Solicitation.
Section 6.2.	Access to Information.
Section 6.3.	Confidentiality Agreement.
Section 6.4.	Commercially Reasonable Best Efforts.
Section 6.5.	Indemnification of Directors and Officers.
Section 6.6.	Event Notices and Other Actions.
Section 6.7.	Third Party Standstill Agreements.
Section 6.8.	Employee Stock Options; Employee Plans and Benefits and Employment Contracts.
Section 6.9.	Purchase of Shares.

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Section 6.10.	Meeting of the Company’s Shareholders.
Section 6.11.	Proxy Statement.
Section 6.12.	Public Announcements.
Section 6.13.	Shareholder Litigation.
Section 6.14.	FIRPTA.
ARTICLE VII	CONDITIONS TO CONSUMMATION OF THE MERGER
Section 7.1.	Conditions to Each Party’s Obligation to Effect the Merger.
Section 7.2.	Conditions to Obligations of Parent and Purchaser to Effect the Merger.
ARTICLE VIII	TERMINATION; AMENDMENT; WAIVER
Section 8.1.	Termination.
Section 8.2.	Effect of Termination.
Section 8.3.	Expenses; Termination Fee.
Section 8.4.	Amendment.
Section 8.5.	Extension; Waiver.
ARTICLE IX	MISCELLANEOUS
Section 9.1.	Non-Survival of Representations and Warranties.
Section 9.2.	Entire Agreement; Assignment.
Section 9.3.	Enforcement of the Agreement.
Section 9.4.	Severability.
Section 9.5.	Notices.
Section 9.6.	Failure or Indulgence Not Waiver; Remedies Cumulative.
Section 9.7.	Governing Law; Consent to Jurisdiction.
Section 9.8.	Descriptive Headings.
Section 9.9.	Parties in Interest.
Section 9.10.	Counterparts.
Section 9.11.	Certain Definitions.
Section 9.12.	Interpretation.

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CERTAIN DEFINITIONS

Acquisition Agreement

Acquisition Proposal

affiliate

Agreement

Articles of Merger

B&S

beneficial owner

Benefit Plans

Bidders

business day

Cash Payment

Certain Shareholders

Certificates

Closing

Code

Common Stock Price

Company

Company Common Stock

Company Disclosure Schedule

Company Form 10-K

Company Preferred Stock

Company Rights Agreement

Company SEC Documents

Company Shareholder Approval

Company Stock Option Plan

Confidentiality Agreement

Continuing Employee

Contract

control

D&O Insurance

Department of State

Dissenting Shareholder

Dissenting Shares

EDGAR

Effective Time

Environmental Claim

Environmental Laws

Environmental Liabilities

ERISA

ERISA Affiliate

Exchange Act

Expenses

Fairness Opinion

Filed Company SEC Documents

Fully Diluted Shares

Governmental Entity

group

Hazardous Materials

Independent Directors

Intellectual Property

IRS

Licenses

Liens

Material Adverse Effect

Material Business

Merger

Merger Consideration

Minimum Condition

Notice Filing

Offer

Offer Documents

Offer to Purchase

Option

Other Action

Owned Real Property

Parent

Paying Agent

PBCL

Pension Plan

Permits

person

Proxy Statement

Purchaser

Real Property Leases

Releases

Rights

SARs

Schedule 14D-9

Schedule TO

SEC

Securities Act

Share Acquisition Date

iv

Shareholder Meeting	8
subsidiary	60
Superior Proposal	42
Surviving Corporation	7
Tax Returns	24
Taxes	24
Tender and Option Agreement	1
Termination Fee	55
Transactions	4
Voting Company Debt	14
WARN Act	23

v

Execution Copy

AGREEMENT AND PLAN OF MERGER

THIS IS AN AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 10, 2003, among Euramax International, Inc., a Delaware corporation (“Parent”), Amerimax Pennsylvania, Inc., a Pennsylvania corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), and Berger Holdings, Ltd., a Pennsylvania corporation (the “Company”).

Background

WHEREAS, the Board of Directors of the Company has determined that it is fair to, advisable and in the best interests of the Company and the shareholders of the Company to enter into and consummate this Agreement with Parent and Purchaser, providing for the merger (the “Merger”) of Purchaser with and into the Company, with the Company as the Surviving Corporation, in accordance with the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”), and the other transactions contemplated hereby, upon the terms and subject to the conditions set forth herein;

WHEREAS, the Board of Directors of Purchaser has approved the Merger of Purchaser with and into the Company and such other transactions in accordance with the PBCL upon the terms and subject to the conditions set forth herein;

WHEREAS, the Company and Purchaser have agreed that, upon the terms and subject to the conditions contained herein, Purchaser shall commence an offer (as amended or supplemented in accordance with this Agreement, the “Offer”) to purchase for cash all of the issued and outstanding shares of common stock, par value $.01 per share (the “Company Common Stock”), of the Company, at a price per share of $3.90, net to the seller in cash (the “Common Stock Price”);

WHEREAS, the Board of Directors of the Company has determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock and has resolved to recommend that the holders of such shares of Company Common Stock tender their shares pursuant to the Offer and approve and adopt this Agreement and the Merger upon the terms and subject to the conditions set forth herein;

WHEREAS, the Company, Parent and Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the Offer and the Merger;

WHEREAS, simultaneously with the execution and delivery of this Agreement and in order to induce Parent and Purchaser to enter into this Agreement, certain shareholders of the Company (the “Certain Shareholders”) have executed and delivered to Parent and Purchaser an agreement (the “Tender and Option Agreement”) pursuant to which the Certain Shareholders have agreed to take specified actions in furtherance of the transactions contemplated by this Agreement, including tendering their shares of Company Common Stock into the Offer and

granting Parent and Purchaser the Purchase Option (as such term is defined in the Tender and Option Agreement) with respect to such shares of Company Common Stock and to make the Incentive Payments (as such term is defined in the Tender and Option Agreement); and

WHEREAS, simultaneously with the execution and delivery of this Agreement and in order to induce Parent and Purchaser to enter into this Agreement, the Company has granted the Purchaser an option to purchase shares of Company Common Stock pursuant to an agreement among Parent, Purchaser and the Company (the “Top-up Option Agreement”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and intending to be legally bound hereby, Parent, Purchaser and the Company hereby agree as follows:

ARTICLE I

THE OFFER

Section 1.1.The Offer.

(a)Subject to the provisions of this Agreement, and provided that this Agreement shall not have been terminated in accordance with Section 8.1 and so long as none of the events or circumstances set forth in clauses (a)-(i) of Annex A hereto shall have occurred and be continuing, not later than the fifth business day from the date of public announcement of the execution of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer at a price equal to the Common Stock Price for the Company Common Stock (including the associated preferred stock purchase rights (the “Rights”) issued pursuant to the Rights Agreement, dated as of August 21, 1998, by and between the Company and Oxford Transfer & Registrar, as Rights Agent (the “Company Rights Agreement””)).  The obligation of Purchaser to consummate the Offer, to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to those conditions set forth in Annex A.  It is agreed that the conditions to the Offer set forth on Annex A are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser in violation of this Agreement) and Purchaser expressly reserves the right, in its sole discretion, to waive any such condition; provided that, without the consent of the Company, Parent or Purchaser shall not waive the Minimum Condition (except for waivers reducing the Minimum Condition not below a majority of the outstanding shares of Company Common Stock on a fully diluted basis) or the condition set forth in paragraph (g) of Annex A.  The initial expiration date of the Offer shall be the 20^th business day following the commencement of the Offer in accordance with Rule 14e-1(a) promulgated under the Exchange Act, unless this Agreement is terminated in accordance with Article VIII, in which case the Offer (whether or not previously extended in accordance with the terms hereof) shall expire on such date of termination (in either case, the “Expiration Date”).

(b)Purchaser expressly reserves the right, in its sole discretion, to modify and make changes to the terms and conditions of the Offer, provided that without the prior consent of the Company, no modification or change may be made which (i) decreases the

2

consideration payable in the Offer (except as permitted by this Agreement), (ii) changes the form of consideration payable in the Offer (other than by adding consideration), (iii) increases the Minimum Condition, or reduces the Minimum Condition below a majority of the outstanding shares of Company Common Stock on a fully diluted basis, (iv) decreases the maximum number of shares of Company Common Stock sought pursuant to the Offer, (v) changes any other terms or conditions to the Offer in a manner materially adverse to the Company or its shareholders or option holders, or (vi) imposes additional conditions to the Offer (other than solely in respect of any consideration which is payable in addition to the Common Stock Price).  Notwithstanding the foregoing, Purchaser may (but shall not be required under this Agreement or otherwise to), without the consent of the Company, (i) extend the Offer on one or more occasions for such period as may be determined by Purchaser in its sole discretion (each such extension period not to exceed 10 business days at a time), if at the then scheduled expiration date of the Offer any of the conditions to Purchaser’s obligations to accept for payment and pay for shares of Company Common Stock shall not be satisfied or waived and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer.  Without limiting the right of Purchaser to extend the Offer, provided that this Agreement shall not have been terminated in accordance with Section 8.1 hereof, if the conditions set forth in Annex A are not satisfied or, to the extent permitted hereby, waived by Purchaser as of the date the Offer would otherwise have expired, then, except to the extent that such conditions in the reasonable judgment of Purchaser are incapable of being satisfied, at the request of the Company, Purchaser shall extend the Offer from time to time until the earlier of (i) December 31, 2003, (ii) the consummation of the Offer or (iii) termination of this Agreement.  On the terms and subject to the conditions of the Offer and this Agreement, promptly after expiration of the Offer, Purchaser shall accept for payment and pay for, and Parent shall cause Purchaser to accept for payment and pay for, all shares of Company Common Stock (including the associated Rights) validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer.  Notwithstanding the foregoing, Purchaser may in its sole discretion elect to provide for a subsequent offering period pursuant to, and on the terms required by, Rule 14d-11 under the Exchange Act.

(c)On the date of commencement of the Offer, Parent and Purchaser shall file with the SEC with respect to the Offer a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto and including the exhibits thereto, the “Schedule TO”) with respect to the Offer which will comply in all material respects with the provisions of applicable federal securities laws, and will contain the offer to purchase relating to the Offer (the “Offer to Purchase”) and forms of related letters of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto and including the exhibits thereto, are referred to herein collectively as the “Offer Documents”).  Parent shall deliver copies of the proposed forms of the Schedule TO and the Offer Documents to the Company within a reasonable time prior to the commencement of the Offer for review and comment by the Company and its counsel.  The Company and its counsel shall be given a reasonable opportunity to promptly review any amendments and supplements to the Schedule TO and the exhibits thereto prior to their filing with the SEC or dissemination to shareholders of the Company.  Parent agrees to provide the Company and its counsel in writing any comments that Purchaser, Parent or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof.  Each of the Company, Parent and Purchaser

3

shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents that shall be or shall have become false or misleading in any material respect and Parent and Purchaser further agree to take all steps necessary to cause such Schedule TO or Offer Documents as so corrected to be filed with the SEC and disseminated to the shareholders of the Company, as and to the extent required by applicable federal securities laws.

(d)The parties understand and agree that the Common Stock Price has been calculated based upon the accuracy of the representation and warranty set forth in Section 3.2(a) and that, in the event the number of outstanding shares of Company Common Stock or the number of shares of Company Common Stock issuable upon the exercise or conversion of, or subject to, options, warrants, securities or other agreements exceeds the amounts specifically set forth in Section 3.2(a) (including without limitation as a result of any stock split, stock dividend, including any dividend or distribution of securities convertible into shares of the Company Common Stock, recapitalization, or other like change occurring after the date of this Agreement) or the number of Options and exercise prices therefor set forth in Section 3.2(a) of the Company Disclosure Schedule are inaccurately stated in any manner adverse to Parent or Purchaser, the Common Stock Price shall be appropriately adjusted downward.  The provisions of this paragraph (d) shall not, however, affect the representation set forth in Section 3.2(a).  Notwithstanding the foregoing, there shall be no adjustment pursuant to this paragraph (d) with respect to the issuance of shares of Company Common Stock upon the exercise of Options disclosed on Section 3.2(a) of the Company Disclosure Schedule.

Section 1.2.Company Actions

(a)The Company hereby consents to the Offer and represents and warrants that (i) its Board of Directors, at a meeting duly called and held on October 10, 2003, has duly and by unanimous vote adopted resolutions approving the Offer, the Merger, this Agreement, the Tender and Option Agreement, the Top-up Option Agreement and the other transactions contemplated hereby and thereby (collectively, the “Transactions”), determining that the terms of the Offer and the Merger are fair to, advisable and in the best interests of, the Company’s shareholders and recommending acceptance of the Offer and adoption of the Merger and this Agreement by the shareholders of the Company, (ii) the Company has taken all necessary action to render the provisions of any anti-takeover statute, rule or regulation that to the Company’s knowledge may be applicable to the Transactions (including Sections 2538 through 2588, inclusive, of the PBCL) inapplicable with respect to the Transactions, and (iii) Boenning & Scattergood, Inc. (“B&S”) has delivered to the Company’s Board of Directors its opinion (the “Fairness Opinion”) that the Common Stock Price to be received by the Company’s shareholders is fair, from a financial point of view, to such shareholders and a complete and correct signed copy of such opinion has been delivered by the Company to Parent.  The Company has been authorized by B&S to permit the inclusion of the Fairness Opinion (and, subject to prior review and consent by B&S, a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement.  The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company’s Board of Directors described in this Section 1.2.  The Company has been advised that all of its directors and executive officers presently intend either to tender their shares of Company Common Stock pursuant to the Offer or (solely in the case of directors and executive officers who would as a

4

result of the tender incur liability under Section 16(b) of the Exchange Act) to vote in favor of the Merger.

(b)The Company shall file with the SEC on the date of the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the “Schedule 14D-9”) which shall comply in all material respects with the provisions of applicable federal securities laws, and will contain such recommendations of the Board in favor of the Offer and the Merger, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act and shall mail such Schedule 14D-9 together with the Offer Documents that are mailed to the Company’s shareholders.  The Company shall deliver the proposed forms of the Schedule 14D-9 and the exhibits thereto to Parent within a reasonable time prior to the commencement of the Offer for review and comment by Parent and its counsel.  Parent and its counsel shall be given a reasonable opportunity to promptly review any amendments and supplements to the Schedule 14D-9 and the exhibits thereto prior to their filing with the SEC or dissemination to shareholders of the Company.  The Company agrees to provide Parent and its counsel in writing any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt thereof.  Each of the Company, Parent and Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause such Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the shareholders of the Company, as and to the extent required by applicable federal securities laws.

Section 1.3.Stockholder Lists.   In connection with the Offer, the Company shall promptly furnish to, or cause to be furnished to, Parent and Purchaser mailing labels, security position listings, any non-objecting beneficial owner lists and any available listing or computer file containing the names and addresses of the record holders of shares of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date (to the extent available), together with all other relevant, material information in the Company’s possession or control regarding the beneficial owners of shares of Company Common Stock and shall furnish Parent and Purchaser with such information and assistance as Parent, Purchaser or their respective agents may reasonably request in communicating the Offer to the record and beneficial holders of shares of Company Common Stock.  Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser shall, and shall cause each of their affiliates to, hold the information contained in any of such labels and lists in confidence, use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control.

Section 1.4.Directors; Section 14(f).

(a)Immediately upon the acceptance for payment of and payment for any shares of Common Stock by Purchaser or any of its affiliates pursuant to the Offer (the “Share Acquisition Date”), Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give

5

Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the increase in the size of such Board pursuant to this Section 1.4) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Purchaser and its affiliates (including shares of Company Common Stock so accepted for payment and purchased) bears to the number of shares of Company Common Stock then outstanding.  In furtherance thereof, concurrently with such acceptance for payment and payment for such shares of Company Common Stock the Company shall, upon request of Parent and in compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, use its best efforts promptly either to increase the size of its Board of Directors or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable such designees of Parent to be so elected or appointed to the Company’s Board of Directors, and, subject to applicable law, the Company shall take all actions available to the Company to cause such designees of Parent to be so elected or appointed.  At such time, the Company shall, if requested by Parent and subject to applicable law, also take all action necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company’s Board of Directors of (i) each committee of the Company’s Board of Directors (other than any committee of the Board established to take action under this Agreement of the type described in Section 1.4(c) hereof or to the extent such appointment would be contrary to applicable law or any exchange on which the Company Common Stock is then listed), (ii) each board of directors (or similar body) of each subsidiary of the Company and (iii) each committee (or similar body) of each such board.  Subject to applicable law, the Company shall promptly take all action reasonably requested by Parent necessary to effect any such election, including mailing to its shareholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder (or, at Parent’s request upon reasonable advance notice, furnishing such information to Parent for inclusion in the Offer Documents initially filed with the SEC and distributed to the shareholders of the Company) as is necessary to enable Purchaser’s designees to be elected to the Company’s Board of Directors.  Such designees of Purchaser shall be assigned to the classes of directors selected by the Purchaser (except that the Independent Directors described in Section 1.4(b) below shall remain in their current classes).  Parent or Purchaser shall supply to the Company in writing, and be solely responsible for any information so supplied by them, any information with respect to Parent or Purchaser or their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 to be included in the appropriate information statement.

(b)Notwithstanding the foregoing, the Company shall use its best efforts to ensure that, in the event that Purchaser’s designees are elected to the Board of Directors of the Company, such Board of Directors shall have, at all times prior to the Effective Time, at least two directors who are directors on the date of this Agreement and who are not officers or affiliates of the Company (it being understood that for purposes of this sentence, a director of the Company shall not be deemed an affiliate of the Company solely as a result of his status as a director of the Company), Parent or any of their respective affiliates (the “Independent Directors”); and provided further, that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever the remaining Independent Director may designate a person to fill such vacancy who is not an officer or affiliate of the Company, Parent, or any of their respective affiliates and such person shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other

6

directors may designate two persons to fill such vacancies who shall not be officers or affiliates of the Company, Parent or any of their respective subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.  Subject to applicable law, the Company shall promptly take all action reasonably requested by Parent necessary to effect any such election, including mailing to its shareholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder (or, at Parent’s request, furnishing such information to Parent for inclusion in the Offer Documents initially filed with the SEC and distributed to the shareholders of the Company).

(c)From and after the time, if any, that Parent’s designees constitute a majority of the Company’s Board of Directors and prior to the Effective Time, (i) any amendment of the articles of incorporation or bylaws of the Company or the authorization of any other action (“Other Action”) to be taken by the Company under this Agreement (including the consent of the Company pursuant to Section 2.1), if such amendment or Other Action materially and adversely affects the holders of shares of Company Common Stock other than Parent and its affiliates or (ii) any amendment of this Agreement, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser hereunder, any waiver of any of the Company’s rights hereunder or any termination of this Agreement by the Company, may be effected only by the action of a majority of the Independent Directors of the Company, which action shall be deemed to constitute the action of any committee specifically designated by the Board of Directors of the Company to approve the actions contemplated hereby and the full Board of Directors of the Company; provided, that, if there shall be no Independent Directors, such actions may be effected by majority vote of the entire Board of Directors of the Company.

ARTICLE II

THE MERGER

Section 2.1.The Merger.  Upon the terms and subject to the conditions hereof, and in accordance with the relevant provisions of the PBCL, Purchaser shall be merged with and into the Company as soon as practicable following the satisfaction or waiver of the conditions set forth in Article VII.  Following the Merger, the Company shall continue as the surviving corporation (the “Surviving Corporation”) under the name “Berger Holdings, Ltd.” and shall continue its existence under the laws of the Commonwealth of Pennsylvania, and the separate corporate existence of Purchaser shall cease.  At the election of Parent, with the consent of the Company (which consent will not be unreasonably withheld or delayed), any direct or indirect wholly owned subsidiary of Parent may be substituted for Purchaser as a constituent corporation in the Merger.  Notwithstanding the foregoing, with the consent of the Company (which consent will not be unreasonably withheld or delayed), Parent may elect at any time prior to the time that the notice of the meeting of shareholders of the Company to consider approval of the Merger and this Agreement (the “Shareholder Meeting”) is first given to the Company’s shareholders that instead of merging Purchaser into the Company as hereinabove provided, to merge the Company into Purchaser or another direct or indirect wholly owned subsidiary of Parent; provided, however, that the Company shall not be deemed to have breached any of its representations, warranties or covenants herein solely by reason of such election and it shall not be a condition to the consummation of the Offer or the Merger that any consents, licenses, permits or other

7

authorizations be obtained that would not otherwise be necessary if the form of the Merger had not been so modified.  In such event the parties shall execute an appropriate amendment to this Agreement in order to reflect the foregoing and to provide that Purchaser or such other subsidiary of Parent shall be the Surviving Corporation and shall continue under the name “Berger Holdings, Ltd.”

Section 2.2.Effective Time.  As soon as practicable after the satisfaction or waiver of the conditions set forth in Article VII, the parties hereto shall cause the Merger to be consummated by filing articles of merger (the “Articles of Merger”) with the Department of State of the Commonwealth of Pennsylvania (the “Department of State”), in such form as required by and executed in accordance with the relevant provisions of the PBCL (the date and time of the filing of the Articles of Merger with the Department of State (or such later time as is specified in the Articles of Merger) being the “Effective Time”).

Section 2.3.Effects of the Merger.  The Merger shall have the effects set forth in the applicable provisions of the PBCL.  Without limiting the generality of the foregoing and subject thereto, at the Effective Time all the property, rights, privileges, immunities, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Section 2.4.Articles of Incorporation; Bylaws.  (a)  At the Effective Time and without any further action on the part of the Company and Purchaser, the Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time until thereafter further amended as provided therein and under the PBCL, shall be the articles of incorporation of the Surviving Corporation following the Merger.

(b)At the Effective Time and without any further action on the part of the Company and Purchaser, the Bylaws of the Purchaser shall be the Bylaws of the Surviving Corporation and thereafter may be amended or repealed in accordance with their terms or the Articles of Incorporation of the Surviving Corporation and as provided by law.

Section 2.5.Directors and Officers.   The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed (as the case may be) and qualified.

Section 2.6.Conversion of Securities.  At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the following securities:

(a)Each share of common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

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(b)Each share of Company Common Stock held in the treasury of the Company and each share of Company Common Stock owned by Parent or Purchaser or any direct or indirect subsidiary of the Company, Parent or Purchaser, in each case immediately prior to the Effective Time, shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto.

(c)Each issued and outstanding share of Company Common Stock (other than shares cancelled pursuant to Section 2.6(b) and any Dissenting Shares (as defined in Section 2.7(a))), including the associated Rights issued pursuant to the Company Rights Agreement, shall be converted into the right to receive the Common Stock Price or any higher price that may be paid for shares of Company Common Stock pursuant to the Offer (the “Merger Consideration”) payable to the holder thereof, in each case without interest, upon surrender of the certificate formerly representing such share in the manner provided in Section 2.8, less any required withholding taxes.

Section 2.7.Dissenting Shares.  (a)  Notwithstanding any provision of this Agreement to the contrary, any issued and outstanding shares of Company Common Stock held by a Dissenting Shareholder (as defined below) (“Dissenting Shares”) shall not be converted into the Merger Consideration but shall, solely to the extent required by the PBCL, become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the PBCL; provided, however, that each share of Company Common Stock outstanding immediately prior to the Effective Time and held by a Dissenting Shareholder who, after the Effective Time, loses his or her right of appraisal, pursuant to the PBCL, shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without any interest thereon.  As used in this Agreement, the term “Dissenting Shareholder” means any record holder or beneficial owner of shares of Company Common Stock who complies with all provisions of the PBCL (including the provisions of Sections 1574 through 1580 and Section 1930 of the PBCL) concerning the right of holders of Company Common Stock to dissent from the Merger and obtain fair value for their shares.

(b)The Company shall give Parent (i) prompt notice of any demands for appraisal pursuant to the applicable provisions of the PBCL received by the Company, withdrawals of such demands, and any other instruments served pursuant to the PBCL and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the PBCL.  The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands.

Section 2.8.Surrender of Shares.  (a)  Prior to the earlier of the mailing of the Proxy Statement and the Effective Time, Parent shall appoint a bank or trust company which is reasonably satisfactory to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration.  When and as needed for each former holder of Company Common Stock who becomes entitled to receive the Merger Consideration in accordance with Section 2.8(b) below, Parent shall cause the Surviving Corporation to deposit with the Paying Agent for the benefit of such former holders of shares of Company Common Stock sufficient funds to make all payments pursuant to this Section 2.8.  Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation.  Any net profit resulting from, or interest

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or income produced by, such investments will be payable to the Surviving Corporation or as it directs.

(b)Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”), a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment of the Merger Consideration therefor.  Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the aggregate amount of Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement.  If any Merger Consideration is to be remitted to a person whose name is other than that in which the Certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer, and that the person requesting such exchange shall have paid any transfer and/or other taxes required by reason of the remittance of Merger Consideration to a person whose name is other than that of the registered holder of the Certificate surrendered, or the person requesting such exchange shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable.  No interest shall be paid or accrued, upon the surrender of the Certificates, for the benefit of holders of the Certificates on any Merger Consideration.  Parent and the Surviving Corporation shall pay all fees and expenses of the Paying Agent in connection with the distribution of the Merger Consideration.

(c)At any time following six months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been deposited with the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) and only as general creditors thereof for payment of their claim for Merger Consideration to which such holders may be entitled.

(d)Notwithstanding the provisions of Section 2.8(c), neither the Surviving Corporation nor the Paying Agent shall be liable to any person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.  If any Certificates representing shares of Company Common Stock shall not have been surrendered prior to six months after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any governmental entity), any such cash shall, to the extent permitted by applicable law, become the property of the Parent, free and clear of all claims or interest of any person previously entitled thereto.

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(e)Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of shares of Company Common Stock such amounts as Parent (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code (as defined herein), or any provision of any applicable federal, state, local or foreign law, rule or regulation.  To the extent that amounts are so withheld by Parent and paid by Parent to the applicable taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of shares of Company Common Stock in respect of which such deduction and withholding was made by Parent.

Section 2.9.No Further Transfer or Ownership Rights.  After the Effective Time, there shall be no further transfer on the records of the Company (or the Surviving Corporation) or its transfer agent of certificates representing shares of Company Common Stock which have been converted pursuant to this Agreement into the right to receive Merger Consideration, and if such certificates are presented to the Company for transfer, they shall be cancelled against delivery of the Merger Consideration therefor.  From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided for herein or by applicable law.  All Merger Consideration paid upon the surrender for exchange of Certificates representing shares of Company Common Stock in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for Merger Consideration theretofore represented by such Certificates.

Section 2.10.Treatment of Options.  Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each outstanding stock option (each “Option”) heretofore granted by the Company, whether under the Company’s 1996 Stock Incentive Plan (the “Company Stock Option Plan”) or otherwise, shall at the Effective Time be cancelled, and each holder of outstanding Options which are vested and exercisable immediately prior to the Effective Time shall be entitled to receive a payment in cash as provided in Section 6.8 hereof (subject to any applicable withholding taxes, the “Cash Payment”).  As provided herein, all Options (whether or not vested or exercisable) and the Company Stock Option Plan (and any feature of any Benefit Plan or other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary) shall terminate as of the Effective Time.  The Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any person, other than the current shareholders of Purchaser or its affiliates, to acquire any capital stock of the Surviving Corporation or any of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable immediately prior to the Effective Time) and to cause the Options to be cancelled or cause the holders of the Options to agree to such cancellation thereof as provided herein.

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Section 2.11.Closing.  Upon the terms and subject to the conditions hereof, as soon as practicable after consummation of the Offer, and to the extent required by the PBCL after the vote of the shareholders of the Company in favor of the approval of the Merger and this Agreement has been obtained, the Company and Purchaser (or Parent if appropriate) shall execute and file with the Department of State the Articles of Merger, and the parties shall take all such other and further actions as may be required by law to make the Merger effective.  Prior to the filing referred to in this Section 2.11, a closing (the “Closing”) will be held at the offices of Dechert LLP, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, PA 19103-2793 (or such other place as the parties may agree) for the purpose of confirming all of the foregoing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Parent and Purchaser as follows:

Section 3.1.Organization and Qualification

(a)The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has the requisite corporate power and corporate authority and possesses all governmental franchises and Permits (as defined herein) necessary to enable it to own, lease and operate its properties and assets and to carry on its business as it is now being conducted except where failure to possess such franchises and Permits, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect on the Company.  The Company is duly qualified as a foreign corporation or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect on the Company.

(b)The only subsidiaries of the Company are those set forth on Section 3.1(b) of the Company Disclosure Schedule.  Each subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (which jurisdiction is set forth opposite its name in Section 3.1(b) of the Company Disclosure Schedule) and has the requisite corporate power and corporate authority and possesses all governmental franchises and Permits necessary to enable it to own, lease and operate its properties and assets and to carry on its business as it is now being conducted except where failure to possess such franchises and Permits, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect on the Company.  Each subsidiary of the Company is duly qualified as a foreign corporation or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect on the Company.  None of the subsidiaries of the Company own any capital stock of the Company.

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(c)All of the outstanding shares of capital stock of each such subsidiary have been validly issued and are fully paid and non-assessable and, except as set forth in Section 3.1(c) of the Company Disclosure Schedule, are owned by the Company, by another wholly owned subsidiary of the Company or by the Company and another such wholly owned subsidiary, free and clear of all pledges, claims, equities, options, liens, charges, call rights, rights of first refusal, “tag” or “drag” along rights, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”).  Except for the capital stock of its subsidiaries or as set forth on Section 3.1(c)(i) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity.  The Company has delivered to Parent complete and correct copies of its Articles of Incorporation and Bylaws and the comparable charters and bylaws or other organizational documents of the subsidiaries set forth on Section 3.1(c)(ii) of the Company Disclosure Schedule, in each case as amended to the date of this Agreement.

Section 3.2.Capitalization.

(a)The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.01 per share (“Company Preferred Stock”).  All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to preemptive rights.  As of the date hereof, (i) 5,271,926 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) no shares of Company Common Stock and no shares of Company Preferred Stock were held in the treasury of the Company, (iv) 2,360,675 shares of Company Common Stock were reserved for issuance pursuant to outstanding Options, including Options for 726,675 shares issued under the Company Stock Option Plan and Options for 1,634,000 shares issued outside of the Company Stock Option Plan and (v) no shares of Company Preferred Stock were reserved for issuance, except for a series of 2,000 shares of Company Preferred Stock designated as Series B Junior Participating Preferred Stock reserved for issuance pursuant to the Company Rights Agreement, none of which is issued and outstanding as of the date hereof.  Such shares of Company Common Stock reserved for issuance upon the exercise of Options, whether under the Company Stock Option Plan or otherwise, have not been issued and will not be issued prior to the Effective Time, and no commitment has been or will be made for their issuance, other than possible issuances under the Options described in the preceding sentence and issued and outstanding as of the date of this Agreement.  At the Effective Time, each Option shall be cancelled and the holder thereof shall not be entitled to receive any consideration therefor other than the cash payments provided by Sections 2.10 and (without duplication) 6.8 of this Agreement.  Section 3.2(a) of the Company Disclosure Schedule sets forth the exercise prices and number of shares of Company Common Stock in respect of outstanding Options and the dates on which any unvested Options are scheduled to vest or become exercisable.  As of the date hereof and, except to the extent any unvested Options vest and become exercisable on the dates set forth on Section 3.2(a) of the Company Disclosure Schedule or are otherwise cancelled, as of the Effective Time, all of the Options will be vested and exercisable and entitled to receive the Cash Payment at the Effective Time, and no Options will be terminated without payment as of the Effective Time.  There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or

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exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote (“Voting Company Debt”).  Except for the Rights issued pursuant to the Company Rights Agreement, and except as set forth above, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights (“SARs”), stock-based performance units, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, unit, commitment, agreement, arrangement or undertaking.  There are not any outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire, or providing preemptive or registration rights (except for the registration rights provided for in the Tender and Option Agreement) with respect to, any shares of, or any outstanding options, warrants or rights of any kind to acquire any shares of, or any outstanding securities that are convertible into or exchangeable for any shares of, capital stock of the Company or any of its subsidiaries.  The Company and its subsidiaries do not have outstanding any loans to any person in respect of the purchase of securities issued by the Company and its subsidiaries.

(b)There are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound with respect to the voting of any shares of capital stock of the Company or any of its subsidiaries or with respect to the registration of the offering, sale or delivery of any shares of capital stock of the Company or any of its subsidiaries under the Securities Act of 1933, as amended (the “Securities Act”) except for the rights provided for in the Tender and Option Agreement.

Section 3.3.Authority Relative to this Agreement.

(a)The Company has all requisite corporate power and corporate authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time, to perform its obligations hereunder and thereunder, and to consummate the Transactions (subject to the Company Shareholder Approval (as defined herein) with respect to the Merger).  The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time and the performance of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than the Company Shareholder Approval and the filing and recordation of appropriate merger documents as required by the PBCL).  This Agreement has been duly and validly executed and delivered by the Company, and, assuming this Agreement constitutes a valid and binding obligation of Parent and Purchaser, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

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(b)The only vote of holders of any class or series of capital stock of the Company or any of its subsidiaries necessary to adopt or approve this Agreement and the Merger is the adoption and approval of this Agreement and the Merger by the holders of a majority of the votes cast by the holders of shares of Company Common Stock at the Shareholder Meeting, with each share of Company Common Stock entitled to one vote per share (the “Company Shareholder Approval”).  The affirmative vote of the holders of any capital stock or other securities (or any separate class thereof) of the Company or any of its subsidiaries, or any of them, is not necessary to consummate the Offer or any transaction contemplated by this Agreement other than as set forth in the preceding sentence.  Notwithstanding the foregoing, if Purchaser shall acquire 80% or more of the then outstanding shares of Company Common Stock, the Purchaser may without a meeting of the shareholders of the Company and otherwise in accordance with Section 1924(b)(1) of the PBCL (including, without limitation, adoption by the board of directors of Purchaser of a short-form plan of merger in accordance with the PBCL and consistent with the terms of the Merger) effect the Merger.

Section 3.4.Absence of Certain Changes.  Except as set forth in Section 3.4 of the Company Disclosure Schedule, since December 31, 2002, the Company and its subsidiaries have conducted their business only in the ordinary course, and during such period there has not been any event, change, effect or development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company, and the Company and its subsidiaries are not aware of any event, change, effect or development which may reasonably be expected to occur or exist that, individually or in the aggregate, would have a Material Adverse Effect on the Company.  Except as specifically disclosed in the Company’s filings and reports (including proxy statements) under the Exchange Act filed since December 31, 2002 and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”) or as set forth in Section 3.4 of the Company Disclosure Schedule, since December 31, 2002 there has not been (a) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of the Company or any redemption or other acquisition by the Company of any capital stock of the Company; (b) any entry into any agreement, commitment or transaction by the Company or any of its subsidiaries which is material to the Company and its subsidiaries taken as a whole, except agreements, commitments or transactions in the ordinary course of business, consistent with prior practice; (c) any split, combination or reclassification of the Company’s capital stock or of any other equity interests in the Company, or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or of any other equity interests in the Company; (d)(i) any granting by the Company or any of its subsidiaries to any officer, director or key employee of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents, (ii) any granting by the Company or any of its subsidiaries to any such officer, director or key employee of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents or (iii) any entry by the Company or any of its subsidiaries into any employment, severance or termination agreement with any such officer, director or key employee; (e) any damage, destruction or loss, whether or not covered by insurance, that, individually or in the aggregate, has had or could reasonably be expected to have a Material

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Adverse Effect on the Company; (f) any change in accounting methods, principles or practices by the Company or any subsidiary materially affecting the consolidated assets, liabilities, results of operations or business of the Company or its subsidiaries, except insofar as may have been required by a change in generally accepted accounting principles; or (g) any making or revocation of any material Tax election (except in a manner consistent with past practice), any change of a method of accounting for Tax purposes, or any settlement or compromise of any material Tax liability with any Governmental Entity or any agreement to an extension of a statute of limitations.

Section 3.5.Reports.  (a)  Since January 1, 2000, the Company has timely filed all required forms, reports and documents with the SEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the “Company SEC Documents”), all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act and the Exchange Act, and the rules promulgated thereunder.  The Company has delivered or made available copies of all such forms, reports or documents to Parent, except to the extent they are available via the SEC’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system.  None of such forms, reports or documents at the time filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document filed and publicly available prior to the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the Company SEC Documents (including the notes thereto) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (including, without limitation, the furnishing of any certification under the Sarbanes-Oxley Act of 2002), have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments).  No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

(b)Since January 1, 2000, the Company and its subsidiaries have filed all reports required to be filed with any Governmental Entity other than the SEC, including state securities administrators, except where the failure to file any such reports of the Company and its subsidiaries, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect on the Company.  Such reports of the Company and its subsidiaries, including all those filed after the date of this Agreement and prior to the Effective Time, were prepared in all material respects in accordance with the requirements of applicable law.

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Section 3.6.Proxy Statement.  If a Proxy Statement is required for the consummation of the Merger under applicable law, the Proxy Statement will comply in all material respects with the Exchange Act, except that no representation is made by the Company with respect to information supplied by or on behalf of Parent or any affiliate of Parent specifically for inclusion in the Proxy Statement.  None of the information supplied by the Company specifically for inclusion in the Proxy Statement shall, at the time the Proxy Statement is mailed or at the time of the Shareholder Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided however that the Company makes no representation or warranty as to any of the information relating to and supplied by or on behalf of Parent and Purchaser specifically for inclusion in the Proxy Statement.  The letter to shareholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be distributed to shareholders in connection with the Merger, or any schedule required to be filed by the Company with the SEC in connection therewith, together with any amendments or supplements thereto, are collectively referred to herein as the “Proxy Statement.”  If, at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors is discovered by the Company that should be set forth in a supplement to the Proxy Statement, the Company will promptly inform Parent and Purchaser and prepare, file and disseminate such supplement as may be required by applicable law.

Section 3.7.Consents and Approvals; No Violation.   Subject to obtaining the Company Shareholder Approval (if required under the PBCL) and the taking of the actions described in the immediately succeeding sentence, except as set forth in Section 3.7 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement, the Tender and Option Agreement and the Top-up Option Agreement do not, and the consummation of the Transactions (including the changes in ownership of shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement, the Tender and Option Agreement and the Top-up Option Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Company or any of its subsidiaries under, or result in the termination of, or require that any consent be obtained or any notice be given with respect to, (i) the Articles of Incorporation or Bylaws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, license or other agreement, instrument, Contract or Permit applicable to the Company or any of its subsidiaries or their respective properties or assets, (iii) any judgment, order, writ, injunction or decree, or material law, statute, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets or (iv) material license, sublicense, consent or other agreement (whether written or otherwise) pertaining to Intellectual Property (as defined herein) used by the Company in the conduct of its business, and by which the Company licenses or otherwise authorizes a third party to use any Intellectual Property (the “Licenses”), other than, in the case of clauses (ii)and (iv), any such conflicts, violations, defaults, rights, Liens, losses of a material benefit, consents or notices that, individually or in the aggregate, have not and could not reasonably be expected to have a Material Adverse Effect on the Company.   No consent, approval, order or authorization of, or

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registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity”) is required by the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing with the SEC of (x) the Schedule 14D-9 and a current report on Form 8-K, as well as an amendment to Form 8-A in reference to the Rights Agreement that was originally filed on September 15, 1998, (y) if required, the Proxy Statement relating to the approval by the Company’s shareholders of this Agreement and (z) such reports under Sections 13(a) and 14(f) of the Exchange Act as may be required in connection with this Agreement and the Transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger pursuant to the PBCL, (iii) as set forth in Section 3.7 of the Company Disclosure Schedule and (iv) such consents, approvals, orders, authorizations, registrations, declarations or filings which, individually or in the aggregate, have not had and could not be reasonably expected to have a Material Adverse Effect on the Company.

Section 3.8.Brokerage Fees and Commissions.  Except for those fees and expenses payable to (i) Houlihan Lokey Howard & Zukin Capital pursuant to that certain letter agreement dated June 27, 2002, as amended by that certain letter agreement dated October 7, 2003, and (ii) B&S in connection with the Fairness Opinion pursuant to that certain letter agreement dated September 10, 2003, no person is entitled to receive any investment banking, brokerage or finder’s fee or commission in connection with this Agreement or the Transactions based upon arrangements made by or on behalf of the Company or any of its subsidiaries or by any affiliate of the Company or any of its subsidiaries.  A copy of the above agreements and any amendments or supplements thereto have previously been delivered to Parent.  The estimated fees and expenses incurred and to be incurred by the Company for counsel, accountants, investment bankers, financial printers, experts and consultants in connection with this Agreement and the Transactions are set forth in Section 3.8 of the Company Disclosure Schedule, such estimated fees and expenses being the most recent such information available to the Company as of the date hereof; provided, however, that the Company makes no representations concerning such information except that the Company has no actual knowledge that such information was not reasonable as of the date stated or as of the date hereof.

Section 3.9.Schedule 14D-9; Offer Documents.  Neither the Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Transactions, nor any information supplied by the Company in writing for inclusion in the Offer Documents or the Schedule TO shall, at the respective times the Schedule 14D-9, any such other filings by the Company, the Schedule TO, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.  The Schedule 14D-9 and any other document required to be filed by the Company with the SEC in connection with the Transactions will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.  Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or

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incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser specifically for inclusion or incorporation by reference therein.

Section 3.10.Litigation.  Except as disclosed in Section 3.10 of the Company Disclosure Schedule, there is no claim, suit, action or proceeding (including arbitration proceedings) pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries that, individually or in the aggregate, has since December 31, 2002 had or could reasonably be expected to have a Material Adverse Effect on the Company, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its subsidiaries which, individually or in the aggregate, has since December 31, 2002 had or could reasonably be expected to have a Material Adverse Effect on the Company.  The most recent financial statements contained in the Filed Company SEC Documents reflect an adequate reserve for all claims, suits, actions, proceedings, judgments, decrees, injunctions, rules or orders pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries through the date of such financial statements.

Section 3.11.Absence of Changes in Benefit Plans.  Except as disclosed in Section 3.11 of the Company Disclosure Schedule, or as contemplated in Section 2.10 and Section 6.8 of this Agreement or as required by applicable law, since January 1, 2002, there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of the Company or any of its subsidiaries or for which the Company or any of its subsidiaries is liable.  Except as filed or incorporated by reference as an exhibit to the Company Form 10-K or disclosed in Section 3.11 of the Company Disclosure Schedule, there exist no employment, compensation, loan, consulting, severance, termination or indemnification agreements, arrangements or understandings between either of the Company or any of its subsidiaries and any current or former officer or director of either of the Company or any of its subsidiaries or for which either of the Company or any of its subsidiaries is liable.

Section 3.12.ERISA Compliance.  (a)  Section 3.12(a) of the Company Disclosure Schedule sets forth a complete list of all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) including without limitation, all “multiemployer pension plans” as defined in Section 3(37) of ERISA), employment contracts, bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other employee benefit plans, programs or arrangements, including, but not limited to, those providing medical, dental, vision, disability, life insurance and vacation benefits (other than those required to be maintained by law), whether written or unwritten, qualified or unqualified, funded or unfunded, foreign or domestic currently maintained, or contributed to, or required to be maintained or contributed to, by the Company or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”) (each an “ERISA Affiliate”) for the benefit of any current or former employees, officers or directors of the Company or any of its subsidiaries or with respect

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to which the Company or any of its subsidiaries has any liability (collectively, the “Benefit Plans”).  Except as disclosed on Section 3.12(a) of the Company Disclosure Schedule, as applicable with respect to each Benefit Plan, the Company has delivered or made available to Purchaser, true and complete copies of (i) each Benefit Plan, including all amendments thereto, and in the case of an unwritten Benefit Plan, a written description thereof, (ii) all trust documents, investment management contracts, custodial agreements and insurance contracts relating thereto, (iii) the current summary plan description and each summary of material modifications thereto, (iv) the three most recent annual reports (Form 5500 and all schedules thereto) filed with the Internal Revenue Service (“IRS”), (v) the most recent IRS determination letter and each currently pending application to the IRS for a determination letter, (vi) the three most recent summary annual reports, financial statements and trustee reports, and (vii) all records, notices and filings concerning IRS or Department of Labor audits or investigations, “prohibited transactions” within the meaning of Section 406 of ERISA or Section 4975 of the Code and “reportable events” within the meaning of Section 4043 of ERISA.

(b)No event has occurred and, to the knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any ERISA Affiliate could reasonably be expected to be subject to any liability under the terms of any Benefit Plan, under ERISA, or, with respect to any Benefit Plan, under the Code or any other applicable law, rule or regulation, domestic or foreign, other than any condition or set of circumstances that, individually or in the aggregate has not had and could not reasonably be expected to have a Material Adverse Effect on the Company.  Each of the Benefit Plans has been administered in material compliance with its terms and all applicable laws.  All contributions that are required to be made by the Company or any ERISA Affiliate to any Benefit Plan have been made.  The Company’s only ERISA Affiliates currently, and during any period for which any relevant statute of limitations remains open are, and have been, the subsidiaries listed on Section 3.1(b) of the Company Disclosure Schedule.

(c)The Benefit Plans which are “employee pension benefit plans” within the meaning of Section 3(2) of ERISA and which are intended to meet the qualification requirements of Section 401(a) of the Code, other than those plans that are multiemployer plans (each a “Pension Plan”) now meet, and at all times since their inception have met the requirements for such qualification in all material respects, and the related trusts are now, and at all times since their inception have been, exempt from taxation under Section 501(a) of the Code.  All Pension Plans have received determination letters from the IRS or utilize a prototype plan document for which an IRS opinion is available to the effect that such Pension Plans are qualified in form and the related trusts are exempt from federal income taxes and no determination letter with respect to any Pension Plan has been revoked nor, to the knowledge of the Company is there any reason for such revocation, nor has any Pension Plan been amended, or failed to be amended, since the date of its most recent determination letter in any respect which would adversely affect its qualification.  The Company has furnished or made available to Parent the three most recent actuarial reports with respect to each Benefit Plan, other than a multiemployer plan, that is a defined benefit pension plan, as defined by Section 3(35) of ERISA.  The information supplied to the actuary by the Company and its ERISA Affiliates for use in preparing those reports was complete and accurate in all material respects.  The conclusions expressed in those reports are complete and correct in all material respects.  No event has occurred since the date of the most recent such actuarial report that had, or is reasonably likely to have, a materially adverse effect on

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the ratio of plan assets to the actuarial present value of plan obligations for accumulated benefits shown in such report.

(d)Section 3.12(d) of the Company Disclosure Schedule lists: (1) the excess of the liabilities, determined using the accumulated benefit obligation methodology of Statement of Financial Accounting Standards No. 87, of any Benefit Plan subject to Title IV of ERISA, other than any Benefit Plan that is a multiemployer plan, over the fair market value of such Benefit Plan’s assets (2) the amount of any unfunded deferred compensation and (3) the actuarially determined present value of any obligation to provide retiree medical or life insurance benefits determined in accordance with Statement of Financial Accounting Standard No. 106.  For the purposes of this Section 3.12(d) unfunded liabilities and projected costs have been determined by the Company and its actuaries using actuarial methods and assumptions that are, singly and in the aggregate, reasonable taking into account circumstances known to them on the date of this Agreement, and, except as adjusted to satisfy the requirements that such assumptions be reasonable, consistent with prior practice.

(e)Multiemployer Plans.

(i)Section 3.12(e)(i) of the Company Disclosure Schedule lists each Benefit Plan that is a multiemployer pension plan.

(ii)All required contributions, withdrawal liability payments or other payments of any type that the Company or any ERISA Affiliate have been obligated to make to any multiemployer pension plan have been duly and timely made.  Any withdrawal liability incurred with respect to any multiemployer pension plan has been fully paid as of the date hereof.

(iii)Neither the Company nor any ERISA Affiliate has undertaken any course of action that could reasonably be expected to lead to a complete or partial withdrawal from any multiemployer pension plan.

(iv)Neither the Company nor any ERISA Affiliate is subject to any liability, contingent or accrued, arising out of a transaction described in Section 4204 of ERISA.

(v)Set forth next to each multiemployer pension plan listed on Section 3.12(e)(i) of the Company Disclosure Schedule, is the estimated amount of the withdrawal liability that would be incurred by the Company or any ERISA Affiliate with respect to such plan, under Section 4201 of ERISA, if the Company or any ERISA Affiliate were to completely withdraw from such multiemployer pension plan, such estimated amount being the most recent such information available to the Company with respect to each such plan; provided, however, that the Company makes no representations concerning such information except that the Company has no reason to believe that such information was not valid as of the date stated.

(f)Except as set forth on Section 3.12(f) of the Company Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the Transactions will not (i) require the Company, any ERISA Affiliate or any of the Company’s subsidiaries to pay greater compensation or make a larger contribution to, or pay greater benefits

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or accelerate payment or vesting of a benefit under, any Benefit Plan or any other program, agreement, policy or arrangement or (ii) create or give rise to any additional vested rights or service credits under any Benefit Plan or any other program, agreement, policy or arrangement.

(g)Except as set forth in Section 3.12(g) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate nor any of the Company’s subsidiaries is a party to or is bound by any severance agreement, program or policy.

(h)Except as set forth in Section 3.12(h) of the Company Disclosure Schedule, no Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (i) coverage mandated by law or (ii) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code.  Neither the Company nor any ERISA Affiliate or any of the Company’s subsidiaries is contractually or otherwise obligated (whether or not in writing) to provide any person with life, medical, dental or disability benefits for any period of time beyond retirement or termination of employment, other than as required by the provisions of Sections 601 through 608 of ERISA and Section 4980B of the Code.

(i)With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA), other than any such Benefit Plan that is a multiemployer plan, and except as set forth in Section 3.12(i) of the Company Disclosure Schedule, (i) no such Benefit Plan is funded through a “welfare benefit fund”, as such term is defined in Section 419(e) of the Code, (ii) each such Benefit Plan that is a “group health plan”, as such term is defined in Section 5000(b)(l) of the Code, complies, and has complied for each taxable year of the Company or any relevant ERISA Affiliate for which the statute of limitations on assessment of taxes remains open, in all material respects with the applicable requirements of Sections 601 through 608 of ERISA and Section 4980B(f) of the Code, (iii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any ERISA Affiliate or any of the Company’s subsidiaries on or at any time after the consummation of the Offer and (iv) the Company, each ERISA Affiliate and each such Benefit Plan that is a covered entity as that term is defined in regulations issued under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) are in compliance, in all material respects, with the applicable requirements of the privacy regulations issued under HIPAA.

(j)Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, there is no material pension, welfare, bonus, stock purchase, stock ownership, stock option, deferred compensation, incentive, severance, termination or other compensation plan or arrangement, or other material employee fringe benefit plan presently maintained by, or contributed to by the Company, or any ERISA Affiliate which is for the benefit of any employee of the Company or any ERISA Affiliate, including any such plan required to be maintained or contributed to by the law of the relevant jurisdiction, maintained outside the jurisdiction of the United States.

(k)The Company and its subsidiaries have not incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act and the regulations promulgated thereunder (the “WARN Act”) and do not reasonably

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expect to incur any such liability as a result of actions taken or not taken prior to the Effective Time.  Section 3.12(k) of the Company Disclosure Schedule lists (i) all the employees terminated or laid off by the Company and its subsidiaries during the 90 days prior to the date hereof and (ii) all the employees of the Company or its subsidiaries who have experienced a reduction in hours of work of more than 50% (other than voluntary reductions in hours per week) during any month during the 90 days prior to the date hereof and describes all notices given by the Company and its subsidiaries in connection with the WARN Act.  The Company will not be deemed to be in breach of this Agreement as a result of any WARN Act liability due to actions taken by the Purchaser or actions that Purchaser causes the Company to take after the Share Acquisition Date.

Section 3.13.Taxes.  Except to the extent the failure of any of the following has not had and could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company:

(a)(i) All federal income and other Tax Returns (as defined herein) that are required to be filed by or with respect to the Company or any of its subsidiaries have been timely filed (taking into account any extensions of time to file obtained before the date hereof), and all such Tax Returns are true, complete and accurate and correctly reflect the income, or other measure of Tax (as defined herein), required to be shown thereon, (ii) except as disclosed in Section 3.13(a)(ii) of the Company Disclosure Schedule, all Taxes that are due have been paid in full (or adequate provision for the payment thereof has been made), other than those being contested in good faith, and (iii) the most recent financial statements contained in the Filed Company SEC Documents reflect an adequate reserve for all Taxes of the Company and its subsidiaries for all taxable periods and portions thereof through the date of such financial statements.

(b)Except as set forth in Section 3.13(b) of the Company Disclosure Schedule, to the knowledge of the Company, no Tax Return of the Company or any of its subsidiaries is under audit or examination by any Governmental Entity, and no written notice of such an audit or examination has been received by the Company or a subsidiary.

(c)Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, there is not in force any extension of time with respect to the due date for the filing of any Tax Return or any waiver or agreement for any extension of time for the assessment or payment of any Tax due.

(d)Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, there is no issue raised or claim against the Company or any of its subsidiaries for any Taxes, and no assessment, deficiency or adjustment has been asserted or proposed with respect to any Tax Return and no issues relating to Taxes were raised in writing by a Governmental Entity in a completed audit or examination that can reasonably be expected to recur in a later taxable period.

(e)Except as set forth in Section 3.13(e) of the Company Disclosure Schedule, none of the Company and its subsidiaries, has been a member of an affiliated group filing a consolidated federal income Tax Return other than the affiliated group of which the Company is the common parent corporation.

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(f)There are no Liens for Taxes on the assets of the Company or any of its subsidiaries except for Liens for Taxes not yet due and payable.

(g)Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is bound by any tax sharing, tax indemnity or similar agreement with respect to Taxes.

(h)Except as set forth in Section 3.13 (h) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has (a) been the subject of a Tax ruling that would have continuing effect after the Effective Time, (b) been the subject of a closing agreement with any Governmental Entity that would have continuing effect after the Effective Time, or (c) granted a power of attorney with respect to any Tax matter that would have continuing effect after the Effective Time.

As used herein, “Tax Returns” shall mean all returns and reports of or with respect to any Tax which are required to be filed by or with respect to the Company or any of its subsidiaries, and “Taxes” shall mean (i) all taxes, charges, imposts, tariffs, fees, levies or other similar assessments or liabilities, including income taxes, ad valorem taxes, value-added taxes, excise taxes, withholding taxes, stamp taxes or other taxes of or with respect to gross receipts, premiums, real property, personal property, windfall profits, sales, use, transfers, licensing, employment, payroll and franchises imposed by or under any statute, law, rule or regulation, and such terms shall include any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any such tax or any contest or dispute thereof; (ii) liability of the Company or any subsidiary for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, combined, consolidated or unitary group for any taxable period and (iii) liability of the Company or any subsidiary for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other person.

Section 3.14.No Excess Parachute Payments; Termination Payments; Section 162(m) of the Code.  Except as set forth in Section 3.14 of the Company Disclosure Schedule, any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of either of the Company or any of their affiliates who is a “disqualified individual” (as is defined in Treasury Regulation Section 1.280G-1) under any employment, severance, change of control or termination agreement, other compensation arrangement or Benefit Plan would not be characterized as an “excess parachute payment” (as is defined in Section 280G(b)(1) of the Code).  Except as set forth in Section 3.14 of the Company Disclosure Schedule, there are no payments that the Company or any of its subsidiaries, or the Surviving Corporation is or would be required to make to any of the Company’s current or former employees or to any third party which payment is contingent upon a change of control of the Company or any of its subsidiaries or payable as a result of the Transactions, including, without limitation, the termination of any of the Company’s or any of its subsidiaries’ employees after the Effective Time.  The disallowance of a deduction under Section 162(m) of the Code for employee remuneration will not apply to any amount paid or payable by the Company or any of its subsidiaries under any commitment, program, arrangement or understanding.

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Section 3.15.Compliance with Applicable Laws; Environmental.   Except for any of the following which, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect on the Company or which are otherwise specifically disclosed in the Filed Company SEC Documents or set forth on Section 3.15 of the Company Disclosure Schedule:

(a)The Company and its subsidiaries has in effect all Federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights (“Permits”) necessary for it to own, lease or operate its properties and assets and to carry on its business as now conducted, and there has occurred no default under any such Permit.  Each of the Company and its subsidiaries is in compliance with all applicable statutes, laws, ordinances, rules, orders and regulations of any Governmental Entity.

(b)Each of the Company and its subsidiaries and their respective properties, assets, businesses and operations is, and has been, and each of the Company’s former subsidiaries, while subsidiaries of the Company and their respective properties, assets, businesses and operations, was, in compliance with all applicable Environmental Laws and Environmental Permits.  The term “Environmental Laws” means any federal, state, local or foreign law, statute, code, ordinance, rule, regulation, policy, guideline, permit, consent, approval, license, judgment, order, writ, decree, injunction or other authorization relating to the generation, treatment, storage, recycling, disposal, use, handling, manufacturing, transportation, shipment, emission, discharge, release or threatened release of Hazardous Material (as defined herein) into the environment, buildings, facilities or structures, including, without limitation, into ambient air, soil, sediments, land surface or subsurface, surface water, groundwater, publicly owned treatment works, septic systems or land, including without limitation, the following statutes, their implementing regulations and any state corollaries:  the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act, 42 U.S.C. Section 9601 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq. and the Clean Air Act, 42 U.S.C. Section 7401 et seq.  The term “Environmental Permit” means any permit, license, approval or other authorization issued under any Environmental Law.

(c)There have been no Releases (as defined herein) of Hazardous Material in, on, under, or from any currently or previously owned or operated properties or in connection with the operation of the Company which has contaminated such properties or any surrounding site or any off-site location (excluding any Releases by persons other than the Company or any of its past or present affiliates at previously owned or operated properties for which the Company does not have knowledge).  “Hazardous Materials” means (l) hazardous materials, pollutants or contaminants, medical, hazardous or infectious wastes, hazardous waste constituents, hazardous chemicals, hazardous or toxic pollutants, and hazardous or toxic substances as those terms are defined in or regulated by any Environmental Law, (2) petroleum, including crude oil and any fractions thereof, (3) natural gas, synthetic gas and any mixtures thereof, (4) radioactive materials including, without limitation, source byproduct or special nuclear materials, (5) pesticides and (6) asbestos and asbestos-containing materials.  “Releases”

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means spills, leaks, discharges, disposal, pumping, pouring, emissions, injection, emptying, leaching, dumping or allowing to escape.

(d)The Company and its subsidiaries and their respective properties, assets, businesses and operations are not subject to any Environmental Claims (direct or contingent) or Environmental Liabilities (as such terms are defined herein) arising from or based upon any act, omission, event, condition or circumstance occurring or existing on or prior to the date hereof or for which the Company and its subsidiaries are responsible, including without limitation, any such Environmental Claims or Environmental Liabilities arising from or based upon the ownership or operation of assets, businesses or properties of the Company or any subsidiary or, to the Company’s knowledge, their respective predecessors, and (ii) neither the Company nor any of its subsidiaries has received any notice of any violation of any Environmental Law or Environmental Permit or any Environmental Claim in connection with their respective assets, properties, businesses or operations.

(e)The Company has provided or made available to Purchaser and has disclosed on Section 3.15(e) of the Company Disclosure Schedule all material environmental assessment reports prepared by, on behalf of or, to the extent in the Company’s or any subsidiary’s possession or control, relating to the Company or any subsidiary regarding the environmental condition of the Company’s properties or the compliance with applicable Environmental Laws by the Company or any subsidiary.

(f)The term “Environmental Claim” means any third party (including governmental agencies, regulatory agencies, employees or other private parties) action, lawsuit, claim, investigation or proceeding (including claims or proceedings under the Occupational Safety and Health Act or similar laws relating to safety of employees) which seeks to impose liability under Environmental Laws or common law relating to the exposure to the release of Hazardous Materials, or for (i) noise; (ii) pollution or contamination of the air, surface water, ground water, land or structure; (iii) the generation, handling, treatment, storage, disposal or transportation of Hazardous Materials, including wastes; (iv) exposure to Hazardous Materials; (v) the safety or health of employees; or (vi) the manufacture, processing, distribution in commerce, use, or storage of Hazardous Materials.  An “Environmental Claim” includes, but is not limited, to, a common law action, as well as a proceeding to issue, modify or terminate an Environmental Permit of the Company or any of its subsidiaries.  The term “Environmental Liabilities” includes all costs arising from any Environmental Claim or violation or alleged violation or circumstance or condition which would give rise to a violation or liability under any Environmental Permit or Environmental Law under any recognized theory of recovery, at law or in equity, and whether based on negligence, strict liability or otherwise, including but not limited to:  remedial, removal, response, abatement, investigative, monitoring, personal injury and damage to property, and any other related costs, expenses, losses, damages, penalties, fines, liabilities and obligations, including reasonable attorney’s fees and court costs.

Section 3.16.State Takeover Statutes.   The Company has taken all action necessary (except for the notice filing required to be filed by Purchaser with the Pennsylvania Securities Commission under Section 8(a) of the Pennsylvania Takeover Disclosure Law (the “Notice Filing)) to render the provisions of any anti-takeover statute, rule or regulation that may be applicable to the Transactions under Pennsylvania law (including Sections 2538 through 2588,

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inclusive, of the PBCL) inapplicable to Parent, Purchaser and their respective affiliates, and to the Offer, the Merger and the Tender and Option Agreement, the Top-up Option Agreement and this Agreement and the other Transactions.  The Board of Directors of the Company has approved the Merger, the Tender and Option Agreement, the Top-up Option Agreement and this Agreement and the other Transactions.  Except for the requirement to make the Notice Filing, no Pennsylvania anti-takeover statute, rule or regulation (other than Sections 1921 through 1930 of the PBCL and provisions of the PBCL generally applicable to the powers of a corporation and the duties and powers of its board of directors in a takeover context, including Sections 1502(a)(18), 1525(b), 1715 and 2513) is applicable to the Transactions, including the Merger.  To the Company’s knowledge, no other “fair price,” “moratorium,” “control share acquisition,” “business combination,” or other state takeover statute or similar statute or regulation applies or purports to apply to the Company, Parent, Purchaser, affiliates of Parent or Purchaser, the Offer, the Merger, the Tender and Option Agreement, the Top-up Option Agreement, this Agreement, or any of the other Transactions based upon the Company’s operations.  As a result of the foregoing actions, the only corporate action required to authorize the Merger is the Company Shareholder Approval and no further action is required to authorize the other Transactions.

Section 3.17.Contracts.   Section 3.17 to the Company Disclosure Schedule lists, under the relevant heading, all oral or written contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments (each a “Contract”), other than Benefit Plans and agreements disclosed on Section 3.11 to the Company Disclosure Schedule or filed with the SEC and currently publicly available via EDGAR, that exist as of the date hereof to which the Company or any of its subsidiaries is a party or by which it is bound and which fall within any of the following categories: (a) Contracts not entered into in the ordinary course of the Company’s and its subsidiaries’ businesses other than those that individually or in the aggregate are not material to the business of the Company and its subsidiaries, taken as a whole, (b) joint venture and partnership agreements, (c) Contracts containing covenants purporting to limit the freedom of the Company or any of its subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts which after the consummation of any of the Transactions would have the effect of limiting the freedom of Parent or any of its subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts which contain minimum purchase conditions in excess of $25,000 and which cannot be canceled by the Company without penalty or further payment and with less than 90 days notice, or requirements or other terms that restrict or limit the purchasing or distribution relationships of the Company or its affiliates (including after consummation of any of the Transactions), Parent or any of its affiliates, or any customer, licensee or lessee thereof, (f) Contracts relating to any outstanding commitment for capital expenditures in excess of $25,000, (g) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money, letters of credit or other agreements or instruments of the Company or its subsidiaries or commitments for the borrowing or the lending by the Company or any of its subsidiaries of amounts in excess of $25,000 in the aggregate or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company or any of its subsidiaries with an aggregate value in excess of $25,000, (h) Contracts providing for “earn-outs” or other contingent payments by the Company or any of it subsidiaries involving more than $25,000 per contract over the terms of all such Contracts, (i) Contracts associated with off balance sheet financing in excess of $25,000 in the aggregate, including but not limited to arrangements for the sale of receivables, (j) Licenses, (k) stock purchase

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agreements, asset purchase agreements or other acquisition or divestiture agreements where the consideration in any individual transaction exceeds $25,000 since January 1, 2001, (l) material Contracts with respect to which a change in the ownership (whether directly or indirectly) of shares of Company Common Stock or the composition of the Board of Directors of the Company may result in a violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of benefits under such Contract or (m) any other agreement involving goods, services, payments or liabilities in excess of $50,000.  All Contracts to which the Company or any subsidiary is a party or by which it is bound are valid and binding obligations of the Company or such subsidiary and, to the knowledge of the Company, the valid and binding obligation of each other party thereto except such Contracts which if not so valid and binding could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such Contract except such violations or defaults under or terminations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.  Set forth in Section 3.17(n) to the Company Disclosure Schedule is the amount of the annual premium currently paid by the Company for its directors’ and officers’ liability insurance.  The Company has delivered or made available to Parent true and correct copies of the Contracts and Licenses set forth on Section 3.17(o) to the Company Disclosure Schedule and the waivers and consents thereto as are necessary to provide that the consummation of the transactions contemplated by this Agreement will not have any affect on the Company’s rights or obligations under such Contracts or Licenses or conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Company or any subsidiaries under, or result in the termination of such Contracts or Licenses.

Section 3.18.Labor Matters.   Except to the extent set forth in Section 3.18 of the Company Disclosure Schedule, (a) no employee of the Company or any of its subsidiaries is represented by any union or other labor organization; (b) the Company and all of its subsidiaries are in material compliance with applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and are not engaged in any unfair labor practices which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company; (c) there is no unfair labor practice complaint against the Company or any of its subsidiaries pending or, to the knowledge of the Company, threatened by or before the National Labor Relations Board or any other Governmental Entity; (d) there are no labor strikes, disputes, slowdowns, representation campaigns or work stoppages pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company; (e) no grievances or arbitration proceedings arising out of or under collective bargaining agreements are pending and no claims therefor have been asserted against the Company or its subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company; and (f) neither the Company nor any of its subsidiaries has experienced any material work stoppage since

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January 1, 2001.  The Company and its subsidiaries are in material compliance with all applicable federal, state, local or foreign labor laws, rules and regulations.

Section 3.19.Title to Properties.  (a) The Company and its subsidiaries have good, valid and marketable title to, or valid leasehold interests in, all their material tangible properties (including real property) and assets except for such as are no longer used or useful in the conduct of their respective businesses or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially interfere with their ability to conduct their respective businesses as currently conducted or are otherwise set forth on Section 3.19 of the Company Disclosure Schedule.  All such material properties and assets, other than properties and assets in which the Company or any of its subsidiaries has leasehold interests, are free and clear of all Liens, except for Liens that, individually or in the aggregate, do not and will not materially interfere with the ability of the Company and its subsidiaries to conduct their respective businesses substantially as currently conducted.

(b)Section 3.19(b) of the Company Disclosure Schedule sets forth the addresses of (i) the real property currently owned by the Company or its subsidiaries (the “Owned Real Property”) and (ii) any real property formerly owned or leased by the Company or its subsidiaries since the later of (x) 10 years prior to the date of this Agreement and (y) in the case of Copper Craft, Inc. and Walker Metal Products, Inc., the date of their respective acquisitions.  The Company is in actual possession of the Owned Real Property.  The Company has delivered to Parent complete and correct copies of all existing title insurance policies held by the Company, and all surveys possessed by the Company with respect to the Owned Real Property (and, to the knowledge of the Company, such surveys are accurate in all material respects and no material changes or improvements have been made to such properties which would be reflected in an updated new survey).  Except as set forth in Section 3.19(b) of the Company Disclosure Schedule, and to the knowledge of the Company, no portion of any of the improvements erected on the Owned Real Property encroaches on adjoining property or public streets in any material respect and no portion of any of the Owned Real Property is, or has been subjected to an ad valorem tax valuation such that a change in ownership or use (whether now existing or in the future) has caused or will cause material additional ad valorem taxes to be imposed upon the Owned Real Property.  The water, gas, electricity and other utilities serving each of the Owned Real Property is adequate to service the normal operation of each of the Owned Real Property in all material respects.

(c)Section 3.19(c) of the Company Disclosure Schedule is an accurate and complete list of all leases or rights of occupancy pursuant to which the Company or any of its subsidiaries leases or subleases any real property or interest therein (collectively, the “Real Property Leases”).  Except as set forth in Section 3.19(c) of the Company Disclosure Schedule, the Company or one of its subsidiaries is the lessee under all Real Property Leases, and no party other than the Company or one of its subsidiaries has any right to possession, occupancy or use of any of the properties demised under the Real Property Leases.  A true and correct copy of each Real Property Lease has been delivered to Buyer, together with all amendments and modifications thereto, and all subordination, non-disturbance and/or attornment agreements related thereto, and no changes have been made thereto since the date of delivery except as disclosed in Section 3.19(c) of the Company Disclosure Schedule.  Each Real Property Lease to

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which the Company or any subsidiary is a party or by which it is bound is a valid and binding obligation of the Company or such subsidiary and, to the knowledge of the Company, the valid and binding obligation of each other party thereto. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any other party thereto is in material violation of or in material default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a material default under or permit the termination of, any such Real Property Lease.

(d)The Company or one of its subsidiaries is in actual possession of the properties demised under the Real Property Leases.  The Company or one of its subsidiaries has good, valid and indefeasible title to all the leasehold estates conveyed under the Real Property Leases free and clear of all Liens except for Liens that, individually or in the aggregate, do not and will not materially interfere with the ability of the Company and its subsidiaries to conduct their respective businesses substantially as currently conducted.  Except as set forth in Section 3.19(d) of the Company Disclosure Schedule, the basic rent and all additional rent payable under the Real Property Leases have been paid to date and not more than one (1) month in advance.  The total basic rent and all additional rent paid by the Company and its subsidiaries under the Real Property Leases was $748,000 in fiscal year 2002.  All work required to be performed under the Real Property Leases by the landlords thereunder or by the Company or any of its subsidiaries has been performed, except where the failure to so perform could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, and, to the extent that the Company or any of its subsidiaries is responsible for payment of such work, has been fully paid for, whether directly to the contractor performing such work or to such landlord as reimbursement therefor, except for items which the Company or any of its Subsidiaries is disputing in good faith (which items are set forth in Section 3.19(d) of the Company Disclosure Schedule).  There have been no casualties which could result in the termination of any Real Property Lease or the application of any buy-out provisions contained in any Real Property Lease relative to damage by casualty.

Section 3.20.Undisclosed Liabilities; Indebtedness.

(a)Except as and to the extent specifically disclosed in the Filed Company SEC Documents or accrued on the June 30, 2003 balance sheet included in the Filed Company SEC Documents, or as set forth in Section 3.20(a) of the Company Disclosure Schedule, and except for liabilities incurred in the ordinary course of business consistent with prior practice and otherwise not in contravention of this Agreement, neither the Company nor any of its subsidiaries have any liabilities or obligations of any nature (whether absolute, contingent or otherwise, and whether or not required to be reflected or reserved against in a consolidated balance sheet of the Company and its subsidiaries prepared in accordance with United States generally accepted accounting principles) that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

(b)Except as and to the extent specifically disclosed on Section 3.20(b) of the Company Disclosure Schedule (indicating the dollar amount of Indebtedness outstanding, the person or entity to whom such Indebtedness is owed and the agreement under which such Indebtedness was incurred), as of the date hereof neither the Company nor any of its subsidiaries have incurred or have outstanding any Indebtedness.  For purposes of this

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Agreement, “Indebtedness” shall mean (i) any indebtedness for borrowed money, (ii) all obligations for the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and consistent with past practice), (iii) all obligations evidenced by notes, bonds, debentures or other similar instruments, (iv) all obligations of the Company as lessee or lessees under leases that have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases and (v) all obligations, contingent or otherwise, under acceptance, letter of credit or similar facilities.  As of the date hereof, the Company and its subsidiaries have at least $2,000,000 of borrowing availability under the Company’s existing revolving credit facility disclosed on Section 3.17 of the Company Disclosure Schedule.

Section 3.21.Opinion of Company Financial Advisor.  The Company has received the opinion of B&S, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company’s shareholders is fair to the Company’s shareholders from a financial point of view, a signed copy of which opinion has been delivered to Parent, and such opinion has not been amended, modified or revoked in a manner adverse to Parent or Purchaser.  The Company has been authorized by B&S to permit the inclusion of such fairness opinion (and, subject to prior review and consent by B&S, a reference thereto) in the Offer Documents and in Schedule 14D-9 and the Proxy Statement.

Section 3.22.Intellectual Property.

(a)Except to the extent the failure of any of the following would not, individually or in the aggregate, have a Material Adverse Effect on the Company:

(i)Except as disclosed in Section 3.22(a)(i) of the Company Disclosure Schedule, the Company and each of its subsidiaries owns free and clear of any Liens, claims, or similar encumbrances, and has the right to bring actions for the infringement, dilution, misappropriation or other violation of, and/or is licensed to use all patents and patent applications, trademarks, service marks, trade names, and registrations and applications for registration of industrial designs, copyrights, mask works, trademarks, service marks, trade names, trade dress, and all domain names, technology, inventions, know-how, trade secrets, product designs, services procedures, processes and all agreements and other rights with respect to intellectual property and computer programs (collectively, “Intellectual Property”) used in or necessary for the conduct of the Company’s and its subsidiaries’ businesses as currently conducted.

(ii)To the extent that any works of authorship, materials, products, technology or software have been developed or created independently or jointly by any person other than the Company or its subsidiaries for which the Company or any of its subsidiaries has, directly or indirectly, paid, the Company or such subsidiary has a written agreement with such person with respect thereto, and the Company or such subsidiary thereby has obtained ownership of, and is the exclusive owner of, all Intellectual Property therein or thereto by operation of law or by valid assignment.  In each case in which either the Company or any of its subsidiaries has acquired any Intellectual Property from any person, the Company or such subsidiary has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Intellectual Property to the Company or such subsidiary.

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(iii)All of the patents, industrial design registrations, trademark and service mark registrations, copyright registrations, mask work registrations and domain name registrations, and all applications for such registrations, owned by the Company or any of its subsidiaries are, and, to the knowledge of the Company, those licensed to the Company or any of its subsidiaries are, valid and in full force and effect, are (in the case of those owned by the Company or any of its subsidiaries) held of record in the name of the Company or such subsidiary, are not the subject of any cancellation or reexamination proceeding or any other proceeding challenging their extent or validity, and all necessary registration, maintenance and renewal fees in connection with such patents and registrations have been paid and all necessary documents and certificates in connection with such patents and registrations have been filed with the relevant patent, copyright, trademark or other authorities in the United States for the purposes of maintaining such patents and registrations.  Since January 1, 2002, the Company and its subsidiaries have had sales outside the United States not exceeding $500,000 in the aggregate.

(iv)To the knowledge of the Company, except as disclosed in Section 3.22(a)(iv) of the Company Disclosure Schedule, the use of such Intellectual Property by the Company and its subsidiaries in the conduct of their business as currently conducted does not infringe on the rights of any party.

(v)Except as disclosed in Section 3.22(a)(v) of the Company Disclosure Schedule, and to the knowledge of the Company, no person is infringing on any right of the Company or any of its subsidiaries with respect to such Intellectual Property.

(vi)The Company and its subsidiaries are not, and the consummation of the Transactions will not cause them to be, in breach or violation of any agreement relating to the use of any of its Intellectual Property, and they have not received any notification, written or oral, from any third party that there is any such violation, breach, or inability to perform under any such agreement.

(vii)There are no agreements, written or oral, which limit any rights by the Company or any of its subsidiaries to use any of the Intellectual Property owned by any of them in the manner such Intellectual Property is currently used by the Company and its subsidiaries.

(viii)To the Company’s knowledge, none of the material trade secrets, know-how or other confidential or proprietary information of the Company or any of its subsidiaries has been disclosed to any person unless such disclosure was necessary, and was made pursuant to an appropriate confidentiality agreement.

(ix)Except as disclosed in Section 3.22(a)(ix) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has given any indemnification to any third party against infringement of such Intellectual Property rights, and neither the Company nor any of its subsidiaries has agreed to, or assumed, any obligation or duty to indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or liability or provide a right of rescission to any third party with respect to the infringement, dilution, misappropriation or other violation of the Intellectual Property of the Company or any of its subsidiaries or any other third party.

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(b)The Company and each of its affiliates have in fact received or will obtain prior to the expiration date of the Offer an executed employee confidentiality agreement with the employees listed on Section 3.22(b) of the Company Disclosure Schedule that, among other things, obligates such employees to protect the Company’s confidential information and the confidential information the Company receives from its customers and vendors.

Section 3.23.Insurance.  The Company or its subsidiaries maintain policies of fire and casualty, liability and other forms of insurance set forth in Section 3.23 of the Company’s Disclosure Schedule (disclosing in reasonable detail for each policy the title and issuer of the policy, the type of policy and risks/losses covered, the persons covered, the coverage limits and deductibles, and the annual premiums).  All such policies are in full force and effect, all premiums due and payable thereon have been paid, and no notice of cancellation or termination has been received with respect to any such policy.

Section 3.24.Affiliate Transactions.  Section 3.24 of the Company Disclosure Schedule sets forth a true and complete list (including names of parties, amounts involved and brief descriptions) of all transactions, agreements, arrangements or understandings (or series thereof), written or oral, between the Company or any of its subsidiaries and any of its or their directors or executive officers (including, in the case of natural persons, any of such persons’ relatives or affiliates, but excluding any dealings exclusively among the Company and its subsidiaries) currently existing or effected or entered into since January 1, 2001, other than any such transactions, agreements, arrangements or understandings otherwise specifically disclosed in the Filed Company SEC Documents.

Section 3.25.Indemnification Claims.  Other than as set forth on Section 3.25 of the Company Disclosure Schedule, the Company is not aware of any indemnification, breach of contract or similar claims by or against the Company or any of its subsidiaries which are pending or, to the knowledge of the Company, threatened (or which could be reasonably expected to be made in the future), in each case in excess of $25,000 in amount, with respect to any acquisition or disposition by the Company of any assets or businesses.

Section 3.26.Absence of Questionable Payments.  To the Company’s knowledge, neither the Company nor any of its subsidiaries nor any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of (i) Section 30A of the Exchange Act or (ii) Section 104 of the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §79dd-2), as amended, or (iii) any other applicable foreign, federal or state law.  To the Company’s knowledge, neither the Company nor any of its subsidiaries nor any current director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries, has accepted or received any unlawful contributions, payments, gifts, or expenditures.  To the Company’s knowledge, the Company and each of its subsidiaries which is required to file reports pursuant to Section 12 or 15(d) of the Exchange Act is in compliance with the provisions of Section 13(b) of the Exchange Act, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

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Section 3.27.Products Liability.  There are no (a) liabilities, known or unknown, fixed or contingent, with respect to any products of the Company or its subsidiaries that are based on a theory of strict product liability, negligence or other tort theories (as distinct from product warranty claims described in clause (b) below), or (b) liabilities of the Company or its subsidiaries, known or unknown, fixed or contingent, which have been asserted, for the breach of any express or implied product warranty or any other similar claim with respect to any product manufactured or sold by the Company or its subsidiaries (other than any claim based on standard warranty obligations made by the Company or its subsidiaries in the ordinary course of the conduct of their business to purchasers of their products), which as to (a) and (b) above, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on the Company.  Section 3.27 of the Company Disclosure Schedule contains copies of the Company’s and its subsidiaries’ standard warranties and return policies.  The Company and each of its subsidiaries and predecessors has not and does not produce, market, distribute, sell or otherwise use in the operation of its business any product or component that contains asbestos.

Section 3.28.Relationship with Customers and Suppliers.  There are no suppliers of raw materials to the Company and its subsidiaries for which there are not adequate alternative suppliers of such raw materials on commercially reasonable terms.  As of the date of this Agreement, the Company knows of no written or (to the extent known by an officer or director of the Company) oral communication, fact, event or action which exists or has occurred within 12 months prior to the date hereof, which would lead the Company reasonably to believe that (i) any of its customers who accounted for the ten largest dollar volume of purchases from the Company and its subsidiaries for the 12 months ended June 30, 2003 (the “Major Customers”) or (ii) any of its suppliers who accounted for the ten largest dollar volume of purchases by the Company and its subsidiaries for the 12 months ended June 30, 2003, will terminate or materially and adversely modify its business relationship with Company or its subsidiaries.

Section 3.29.Company Rights Agreement.  Each right issued under the Company Rights Agreement is represented by the certificate representing the associated shares of Company Common Stock and is not exercisable or transferable apart from the associated shares of Company Common Stock, and the Company has taken all necessary actions so that (a) the Company Rights Agreement will not be applicable to this Agreement, the Offer, the Merger and the other transactions contemplated hereby and (b)(i) none of Parent, Purchaser or their Affiliates is an Acquiring Person (as defined in the Company Rights Agreement) pursuant to the Company Rights Agreement and (ii) a Distribution Date, a Triggering Event or a Stock Acquisition Date (as such terms are defined in the Company Rights Agreement) does not occur, in the case of clauses (i) and (ii), by reason of the execution of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Parent and Purchaser represent and warrant to the Company as follows:

Section 4.1.Organization and Qualification.  Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and corporate authority to carry on its business as it is now being conducted.  Each of Parent and Purchaser is duly qualified as a foreign corporation or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing could not reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger.  Purchaser is an indirect wholly owned subsidiary of Parent.

Section 4.2.Authority Relative to this Agreement.  Each of Parent and Purchaser has all requisite corporate power and corporate authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by Parent or Purchaser prior to or at the Effective Time, to perform its obligations hereunder and thereunder, and to consummate the Transactions.  The execution and delivery by Parent and Purchaser of this Agreement and each instrument required hereby to be exercised and delivered by Parent or Purchaser prior to or at the Effective Time and the performance of their respective obligations hereunder and thereunder, and the consummation by Parent and Purchaser of the Transactions have been duly and validly authorized by the respective Boards of Directors of Parent and Purchaser, and the shareholders of Purchaser and Parent, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement, or commence the Offer or to consummate the Transactions (including the Offer) other than filing and recordation of appropriate merger documents as required by the PBCL.  This Agreement has been duly and validly executed and delivered by each of Parent and Purchaser and, assuming this Agreement constitutes a valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms.

Section 4.3.Proxy Statement.  None of the information supplied in writing by Parent, Purchaser and their respective affiliates specifically for inclusion in the Proxy Statement, if required, shall, at the time the Proxy Statement is mailed, at the time of the Shareholder Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that Parent and Purchaser make no representation or warranty as to any of the information relating to and supplied by or on behalf of the Company specifically for inclusion in the Proxy Statement.  If, at any time prior to the Effective Time, any event relating to Parent or any of its affiliates, officers or directors is discovered by Parent that should be set forth in a supplement to the Proxy Statement, Parent will promptly inform the Company.

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Section 4.4.Consents and Approvals; No Violation.  Subject to the taking of the actions described in the immediately succeeding sentence, the execution and delivery of this Agreement, the Tender and Option Agreement and the Top-up Option Agreement do not, and the consummation of the Transactions will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of Parent under (i) the certificate of incorporation or bylaws of Parent or Purchaser, (ii) any loan or credit agreement, note, bond, indenture, lease or other agreement, instrument or Permit applicable to Parent or Purchaser or their respective properties or assets, or (iii) any judgment, order, writ, injunction or decree, or material law, statute, ordinance, rule or regulation applicable to Parent or Purchaser or their respective properties or assets, other than, in the case of clause (ii), (A) the Company’s Second Amended and Restated Credit Agreement, dated as of March 15, 2002, as amended, by and among the Company, its subsidiaries, the lenders party thereto and BNP Paribas as Agent (the “Existing Parent Credit Agreement”) and (B) any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) impair in any material respect the ability of Parent and Purchaser to perform their respective obligations under this Agreement or (y) prevent or impede the consummation of any of the Transactions.  No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other person is required by Parent or Purchaser in connection with the execution and delivery of this Agreement or the consummation by Parent or Purchaser, as the case may be, of any of the Transactions, except (A)  pursuant to the Securities Act and the Exchange Act, (B) the filing of the Articles of Merger pursuant to the PBCL, (C) such filings and approvals as may be required under the “blue sky,” takeover or securities laws of various states, (D) the consent of the lenders under the Existing Parent Credit Agreement or (E) where the failure to obtain any such consent, approval, authorization or permit, or to make any such filing or notification, would not prevent or delay consummation of the Offer or the Merger or would not otherwise prevent Parent from performing its obligations under this Agreement.

Section 4.5.Schedule TO; Offer Documents.  Neither the Schedule TO, the Offer Documents nor any information supplied by Parent or Purchaser in writing for inclusion in the Schedule 14D-9 shall, at the respective times the Schedule 14D-9, the Schedule TO, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.  The Schedule TO and the Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.  Notwithstanding the foregoing, no representation or warranty is made by Parent or Purchaser with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference therein.

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ARTICLE V

CONDUCT OF BUSINESS PENDING THE MERGER

Section 5.1.Conduct of Business of the Company Pending the Merger.  The Company hereby covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by Parent, it will and will cause each of its subsidiaries to:

(a)operate its business in the usual and ordinary course consistent with past practices;

(b)use its commercially reasonable best efforts to preserve intact its business organization, maintain its rights and franchises, retain the services of its respective key employees and maintain its relationships with its respective customers and suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time;

(c)use its commercially reasonable best efforts to maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and to maintain supplies and inventories in quantities consistent with its customary business practice; and

(d)use its commercially reasonable best efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained.

Section 5.2.Prohibited Actions by the Company.   Without limiting the generality of Section 5.1, except as set forth in Section 5.2 of the Company Disclosure Schedule, the Company covenants and agrees that, except as expressly contemplated by this Agreement or otherwise consented to in writing by Parent, from the date of this Agreement until the Effective Time, it will not do, and will not permit any of its subsidiaries to do, any of the following:

(a)(i)  increase the compensation (or benefits) payable to or to become payable to any director or employee, except for increases in salary or wages of employees in the ordinary course of business and consistent with past practice; (ii) grant any severance or termination pay (other than pursuant to the normal severance policy or practice of the Company or its subsidiaries as disclosed in Section 3.12 of the Company Disclosure Schedule and in effect on the date of this Agreement) to, or enter into or amend in any material respect any employment or severance agreement with, any employee; (iii) establish, adopt, enter into or amend any collective bargaining agreement or Benefit Plan of the Company or any ERISA Affiliate; or (iv) take any action to accelerate any rights or benefits, or make any determinations not in the ordinary course of business consistent with past practice, under any collective bargaining agreement or Benefit Plan of the Company or any ERISA Affiliate;

(b)declare, set aside or pay any dividend on, or make any other distribution in respect of (whether in cash, stock or property), outstanding shares of capital stock,

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except for dividends by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company;

(c)redeem, purchase or otherwise acquire, or offer or propose to redeem, purchase or otherwise acquire, any outstanding shares of capital stock of, or other equity interests in, or any securities that are convertible into or exchangeable for any shares of capital stock of, or other equity interests in, or any outstanding options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, the Company or any of its subsidiaries (other than (i) any such acquisition by the Company or any of its wholly owned subsidiaries directly from any wholly owned subsidiary of the Company in exchange for capital contributions or loans to such subsidiary, or (ii) any acquisition, purchase, forfeiture or retirement of shares of Company Common Stock or the Options occurring pursuant to the terms (as in effect on the date of this Agreement) of any existing Benefit Plan of the Company or any of its subsidiaries, in a manner otherwise consistent with the terms of this Agreement);

(d)effect any reorganization or recapitalization; or split, combine or reclassify any of the capital stock of, or other equity interests in, the Company or any of its subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of such capital stock or such equity interests;

(e)except as contemplated by the Company Rights Agreement and not in violation of this Agreement (including without limitation Sections 3.29 and 5.2(q) hereof), offer, sell, issue or grant, or authorize or propose the offering, sale, issuance or grant of, any shares of capital stock of, or other equity interests in, any securities convertible into or exchangeable for (or accelerate any right to convert or exchange securities for) any shares of capital stock of, or other equity interest in, or any options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, or any Voting Company Debt or other voting securities of, the Company or any of its subsidiaries, or any “phantom” stock, “phantom” stock rights, SARs or stock-based performance units, other than issuances of shares of Company Common Stock upon the exercise of the Options outstanding at the date of this Agreement in accordance with the terms thereof (as in effect on the date of this Agreement);

(f)acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or in any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets of any other person (other than the purchase of inventories and supplies from suppliers or vendors in the ordinary course of business and consistent with past practice and other than asset acquisitions which do not exceed $25,000 in any individual transaction or $50,000 in the aggregate);

(g)sell, lease, exchange or otherwise dispose of, or grant any Lien with respect to, any of the properties or assets of the Company or any of its subsidiaries that have a fair market or book value (whichever is greater) of more than $25,000 individually or $50,000 in the aggregate, except for dispositions of excess or obsolete assets and sales of inventories in the ordinary course of business and consistent with past practice;

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(h)propose or adopt any amendments to its articles of incorporation or bylaws or other organizational documents;

(i)effect any change in any accounting methods, principles or practices in effect as of December 31, 2002 affecting the reported consolidated assets, liabilities or results of operations of the Company, except as may be required by a change in generally accepted accounting principles;

(j)(i)incur any Indebtedness (other than borrowings for working capital purposes under the Company’s existing revolving credit facility disclosed on Section 3.17 of the Company Disclosure Schedule), issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any such indebtedness or debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, or (ii) make any loans, advances or capital contributions to, or investments in, any other person, other than to or in the Company or any direct or indirect wholly owned subsidiary of the Company;

(k)enter into any Contract described in Section 3.17 other than Contracts with customers and suppliers for goods or services entered into in the ordinary course of business and consistent with past practices that are not expected to result in payments to or liabilities of the Company and its subsidiaries in excess of $100,000 for any single Contract or series of related Contracts which are reasonably expected to be performed within 90 days of entry or as permitted by other subsections of this Section 5.2 ; provided, however, that Parent agrees that it shall not unreasonably withhold or delay its consent to Contracts of the type specified in sub-clause (j) of Section 3.17 to the extent not permitted by the foregoing;

(l)pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Filed Company SEC Documents (but not in excess of the amount so reflected or reserved) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice;

(m)take any of the actions set forth in Section 3.4 not otherwise specified herein;

(n)settle the terms of any material litigation affecting the Company or any of its subsidiaries, including any litigation with shareholders of the Company or involving this Agreement or the Transactions;

(o)make or revoke any Tax election except in a manner consistent with past practice, change any method of accounting for Tax purposes, settle or compromise any material Tax liability, or agree to an extension of time of a statute of limitations;

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(p)make or agree to make any new capital expenditures other than capital expenditures made in the ordinary course of business and consistent with past practices which individually do not exceed $100,000 and which in the aggregate do not exceed $250,000;

(q)(i) amend or waive any provisions of the Company Rights Agreement (other than such amendments as are necessary to accommodate this Agreement and the Transactions, but not with respect to any other Acquisition Proposal) or redeem any Rights or (ii) implement or adopt any other so-called “poison pill,” shareholder rights plan or other similar plan; provided, however, that the Company may delay the “Distribution Date” (as defined in the Company Rights Agreement) as contemplated by Section 3(a)(ii) of the Company Rights Agreement to a date not later than the date described in Section 3(a)(i) of the Company Rights Plan without the consent of Parent; or

(r)agree in writing or otherwise to take any of the foregoing actions or any action which would make any representation or warranty of the Company in this Agreement, the Tender and Option Agreement or the Top-up Option Agreement untrue or incorrect in any material respect or cause any condition set forth in Annex A to occur or any condition in Article VII to be unsatisfied.

ARTICLE VI

COVENANTS

Section 6.1.No Solicitation.

(a)From and after the date hereof until the Effective Time or the termination of this Agreement in accordance with Section 8.1, neither the Company nor any of its subsidiaries will directly or indirectly initiate, solicit or encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate, any inquiries or the making or submission of any Acquisition Proposal (as defined herein) or enter into or maintain or continue discussions or negotiate with any person or group in furtherance of such inquiries or to obtain or induce any person or group to make or submit an Acquisition Proposal or agree to or endorse any Acquisition Proposal or assist or participate in, facilitate or encourage, any effort or attempt by any other person or group to do or seek any of the foregoing or authorize or permit any of its officers, directors or employees or any of its subsidiaries or affiliates or any investment banker, financial advisor, attorney, accountant or other representative or agent retained by it or any of its subsidiaries to take any such action; provided, however, that nothing contained in this Agreement shall prohibit the Company or the Board of Directors of the Company from, prior to the earlier to occur of acceptance for payment of shares of Company Common Stock pursuant to the Offer or adoption of this Agreement by the requisite vote of the shareholders of the Company, furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited (i.e. not solicited after the date of this Agreement) written, bona fide Acquisition Proposal that the Board of Directors of the Company determines reasonably and in good faith constitutes or presents a reasonable likelihood of resulting in a Superior Proposal (as defined herein), if, and only to the extent that prior to taking such action (other than the negotiation of the confidentiality agreement referred to in the following clause (y) prior to the disclosure of any Company information) the Company (x)

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delivers to Parent and Purchaser the notice required pursuant to Section 6.1(c) stating that it is taking such action and (y) receives from such person or group an executed confidentiality agreement that is not, in any material respect, less restrictive as to such person or entity than the Confidentiality Agreement and which, in any event, contains customary confidentiality and standstill restrictions and shall not contain any exclusivity provisions which would prohibit the Company from complying with its obligations under this Section 6.1 or otherwise under this Agreement.  Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 6.1 by any officer, director, employee or affiliate of the Company or any of its subsidiaries or any investment banker, attorney, accountant or other advisor, agent or representative of the Company or any of its subsidiaries, whether or not such person is purporting to act on behalf of the Company or any of its subsidiaries or otherwise, shall be deemed to be a breach of this Section 6.1 by the Company.

(b)Neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw, modify in a manner adverse to Parent or Purchaser or fail to make, or propose to withdraw, modify in a manner adverse to Parent or Purchaser or fail to make its approval or recommendation of the Offer or the Merger or of the Tender and Option Agreement, this Agreement and the other Transactions, (ii) except as permitted by Section 6.1(e), approve or recommend, or propose to approve or recommend, any Acquisition Proposal, (iii) take any action not previously taken to render the provisions of any anti-takeover statute, rule or regulation (including Sections 2538 through 2588, inclusive, of the PBCL) inapplicable to any person (other than Parent, Purchaser or their affiliates) or group or to any Acquisition Proposal, or (iv) cause the Company to accept such Acquisition Proposal and/or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal.

(c)In addition to the obligations of the Company set forth in paragraphs (a) and (b) above, the Company shall promptly (and in any event, within one business day) advise Parent orally and in writing of any request for information or the submission or receipt after the date of this Agreement of any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to lead to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the person making any such request, Acquisition Proposal or inquiry and the Company’s response or responses thereto.  The Company will keep Parent fully informed of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry.  Immediately following the execution of this Agreement, the Company will cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing.

(d)“Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Transactions contemplated by this Agreement) involving the Company or any of its subsidiaries:  (i) any merger, consolidation, share exchange, recapitalization, liquidation, dissolution, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of the Company and its subsidiaries, taken as a whole, or of any Material Business (as defined herein) or of any subsidiary or subsidiaries responsible for a Material Business in a single transaction or series of related transactions; (iii) any tender offer (including a self tender

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offer) or exchange offer that, if consummated, would result in any person or group beneficially owning more than 20% of the outstanding shares of any class of equity securities of the Company or its subsidiaries (or in the case of a person or group which beneficially owns more than 20% of the outstanding shares of any class of equity securities of the Company as of the date hereof, would result in such person or group increasing the percentage or number of shares of such class beneficially owned by such person or group) or the filing of a registration statement under the Securities Act in connection therewith; (iv) any acquisition of 20% or more of the outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection therewith or any other acquisition or disposition the consummation of which would prevent or materially diminish the benefits to Parent of the Merger; or (v) any public announcement by the Company or any third party of a proposal, plan or intention to do any of the foregoing or of any agreement to engage in any of the foregoing.  “Superior Proposal” means any proposal made by one or more third parties (the “Bidders”) to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or other similar transaction, all the shares of Company Common Stock then outstanding or all or substantially all of the assets of the Company and its subsidiaries, for consideration consisting of all cash and for which such Bidders have such consideration immediately available and such proposal is not otherwise subject to a financing condition, which the Board of Directors of the Company determines reasonably and in good faith (after receiving a fairness opinion of B&S or another financial advisor of nationally recognized reputation) to be superior to the holders of Company Common Stock from a financial point of view (taking into account any changes to the terms of this Agreement and the Offer that have been proposed by Parent in response to such proposal) and to be more favorable to the Company and the holders of Company Common Stock (taking into account all financial and strategic considerations, including relevant legal, financial, regulatory and other aspects of such proposal and the third party making such proposal and the conditions and prospects for completion of such proposal) than the Offer, the Merger and the other Transactions taken as a whole.  “Material Business” means any business (or the assets needed to carry out such business) that contributed or represented 20% or more of the net sales, the net income or the assets (including equity securities) of the Company and its subsidiaries taken as a whole.

(e)Nothing contained in this Section 6.1 shall prohibit the Company or the Board of Directors of the Company from taking and disclosing to its shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s shareholders if the Board of Directors of the Company, after consultation with independent legal counsel (who may be the Company’s regularly engaged independent counsel), determines reasonably and in good faith that the failure to take such action would reasonably be expected to constitute a breach of the fiduciary duty of the Board of Directors under applicable law; provided that neither the Board of Directors of the Company nor any committee thereof withdraws or modifies, or proposes to withdraw or modify, the approval or recommendation of the Board of Directors of the Company of the Offer or the Merger.

Section 6.2.Access to Information.  Between the date of this Agreement and the Effective Time, subject to applicable law and the Confidentiality and Exclusivity Agreement dated August 4, 2003 (the “Confidentiality Agreement”) between Parent and the Company, the

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Company shall, and shall cause its subsidiaries to (a) afford to Parent and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives reasonable access during normal business hours and at all other reasonable times to the officers and certain employees, agents, properties, offices and other facilities of the Company and its subsidiaries and to their books and records (including all Tax Returns and all books and records related to Taxes and such returns), (b) permit Parent to make such inspections as it may reasonably require (and the Company shall cooperate with Parent in any such inspections, including, without limitation, environmental due diligence), and (c) furnish promptly to Parent and its representatives a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and such other information concerning the business, properties, contracts, records and personnel of the Company and its subsidiaries (including financial, operating and other data and information) in the possession of the Company or the Company’s counsel, accountants or other consultants or agents as may be reasonably requested, from time to time, by or on behalf of Parent.

Section 6.3.Confidentiality Agreement.  The parties agree that the provisions of the Confidentiality Agreement shall remain binding and in full force and effect in accordance with its terms, except that the ninth (9th) paragraph thereof (regarding non-solicitation) is superseded by Section 6.1 of this Agreement.  The parties shall comply with, and shall cause their respective representatives to comply with, all of their respective obligations under the Confidentiality Agreement until the Effective Time, at which time the Confidentiality Agreement shall terminate and be of no further force and effect.  Notwithstanding anything herein (or in the Confidentiality Agreement) to the contrary, any party subject to confidentiality obligations hereunder or under any related document (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated herein and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.  To the extent not inconsistent with the immediately preceding sentence, this authorization does not extend to disclosure of any other information, including without limitation (a) the identities of participants or potential participants in this transaction, (b) the existence or status of any negotiations, or (c) or any other term or detail, or portion of any documents or other materials, not related to the tax treatment or tax structure of the potential transaction.

Section 6.4.Commercially Reasonable Best Efforts.  (a)  Subject to the terms and conditions herein (including Section 6.1), each of the parties hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective as soon as reasonably practicable the Transactions.  In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Top-up Option Agreement and the Tender and Option Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action.  Such commercially reasonable best efforts shall apply to, without limitation, (i) the obtaining of all necessary consents, approvals or waivers from third parties and Governmental Entities necessary to the consummation of the Transactions and (ii) opposing vigorously any litigation or administrative proceeding relating to this Agreement and the Tender and Option Agreement or the transactions contemplated hereby and thereby,

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including, without limitation, promptly appealing any adverse court or agency order.  Notwithstanding the foregoing or any other provisions contained in this Agreement or the Tender and Option Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation of any kind to (i) enter into any negotiations or to otherwise agree with or litigate against any Governmental Entity, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or (ii) otherwise agree with any Governmental Entity or any other party to sell or otherwise dispose of, agree to any limitations on the ownership or control of, or hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, its subsidiaries, Parent or any of Parent’s affiliates.  Parent and the Company acknowledge and agree that the failure to obtain any consents under any of the agreements listed in Section 3.7 of the Company Disclosure Schedule shall not result in the failure to satisfy the condition set forth in clause (j) of Annex A, except to the extent such agreements are marked with an asterisk (*) on Section 3.7 of the Company Disclosure Schedule.

(b)The Company shall give and make all required and material notices and reports to the appropriate persons with respect to the Permits and Environmental Permits that may be necessary for the sale and purchase of the business and the ownership, operation and use of the assets of Surviving Corporation by Parent and Purchaser after the Effective Time.  Subject to the other terms of this Agreement, each of the Company, Parent and Purchaser shall cooperate and use their respective commercially reasonable best efforts to make all filings, to obtain all actions or nonactions, waivers, Permits and orders of Governmental Entities necessary to consummate the Transactions and to take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity.  Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing.

(c)The Company and its Board of Directors shall (i) ensure that no state takeover statute or similar statute, rule or regulation (including Sections 2538 through 2588, inclusive, of the PBCL) is or becomes applicable to the Offer, the Merger, this Agreement, the Tender and Option Agreement or any of the other Transactions contemplated by the foregoing and (ii) if any state takeover statute or similar statute, rule or regulation becomes applicable to the Offer, the Merger, this Agreement, the Tender and Option Agreement or any other Transactions, ensure that the Offer, the Merger and the other Transactions, including the transactions contemplated by this Agreement and the Tender and Option Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Tender and Option Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions, including the Transactions contemplated by this Agreement, and the Tender and Option Agreement.  Purchaser agrees to make the Notice Filing.

Section 6.5.Indemnification of Directors and Officers.

(a)Parent and Purchaser agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time existing as of the date hereof in favor of

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the current or former directors or officers of the Company and its subsidiaries (including any director or officer of the Company or its subsidiaries acting in their capacity as directors, officers, agents or trustees of any Benefit Plan for employees of the Company and its subsidiaries) as provided in the Company and/or, if greater, such subsidiaries’ respective articles of incorporation or bylaws shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years from the Effective Time (notwithstanding any subsequent amendment of the respective articles of incorporation or bylaws, provided that any amendment shall explicitly retain these rights for these persons).  Parent shall cause to be purchased, promptly following the Share Acquisition Date, an extension covering a period of six years from the Effective Time for the Company’s directors’ and officers’ insurance and indemnification policy in effect on the date of this Agreement (the “D&O Insurance”), so long as the aggregate premium to be paid by the Company for such D&O Insurance extension would not exceed $168,750.

(b)If any claim or claims shall, subsequent to the Share Acquisition Date and within six years after the Effective Time, be made in writing against any present or former director or officer of the Company or its subsidiaries based on or arising out of the services of such person prior to the Effective Time in the capacity of such person as a director or officer of the Company or its subsidiaries (and such director or officer shall have given Parent written notice of such claim or claims within such six year period), the provisions of Section 6.5(a) respecting the rights to indemnify the current or former directors or officers under the articles of incorporation and bylaws of the Company and/or its subsidiaries shall continue in effect until the final disposition of all such claims.

(c)Notwithstanding anything to the contrary in this Section 6.5, neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent, which shall not be unreasonably withheld.

(d)In the event the Surviving Corporation or Parent or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made (whether by operation of law or otherwise if necessary) so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.5.

Section 6.6.Event Notices and Other Actions.  (a) From and after the date of this Agreement until the Effective Time, the Company shall promptly notify Parent and Purchaser of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex A, or any condition to the Merger set forth in Article VII, not being satisfied, (ii) the Company’s failure to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex A, or any condition to the Merger set forth in Article VII, not being satisfied and (iii) any representation or warranty made by the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified as to materiality becoming untrue

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or inaccurate in any material respect.  The Company’s delivery of any notice pursuant to this Section 6.6(a) shall not cure any breach of any representation or warranty of the Company contained in this Agreement or otherwise limit or affect the remedies available hereunder to Parent or Purchaser.

(b)The Company shall not, and shall not permit any of its subsidiaries to, take any action or nonaction that will, or that could reasonably be expected to, result in (i) any of the representations and warranties of the Company set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 6.1 and subject to Section 6.4(a), any condition to the Offer set forth in Annex A, or any condition to the Merger set forth in Article VII, not being satisfied.

Section 6.7.Third Party Standstill Agreements.  During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill or similar agreement to which the Company or any of its subsidiaries is a party (other than any involving Parent or Purchaser).  Subject to the foregoing, during such period, the Company agrees to enforce and agrees to permit (and, to the fullest extent permitted under applicable law, hereby assigns its rights thereunder to Parent and Purchaser) Parent and Purchaser to enforce on its behalf and as third party beneficiaries thereof, to the fullest extent permitted under applicable law, the provisions of any such agreements, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court or other tribunal having jurisdiction.  In addition, the Company hereby waives any rights the Company may have under any standstill or similar agreements to object to the transfer to Purchaser of all shares of Company Common Stock held by shareholders covered by such standstill or similar agreements and hereby covenants not to consent to the transfer of any shares of Company Common Stock held by such shareholders to any other person unless (i) the Company has obtained the specific, prior written consent of Parent with respect to any such transfer or (ii) this Agreement has been terminated pursuant to Article VIII.

Section 6.8.Employee Stock Options; Employee Plans and Benefits and Employment Contracts.

(a)Company Stock Option Plans.  Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Option Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 2.10 in respect of all outstanding Options and thereafter the Board of Directors of the Company (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.

(b)Payments in Respect of Options.  Each Option vested and exercisable immediately prior to the Effective Time and cancelled pursuant to Section 2.10 shall, upon cancellation, be converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Option and (ii) the excess, if any, of the Merger Consideration for Company Common Stock over the exercise price

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per share subject or related to such Option.  All other Options shall be cancelled without payment immediately prior to the Effective Time.

(c)Time of Payment.  The amount described in subsection (b) shall be paid by the Company immediately before the Effective Time.

(d)Taxes; Interest.  All amounts payable pursuant to Section 2.10 and Section 6.8(b) and (c) shall be subject to any required withholding of taxes and shall be paid without interest.

(e)Termination of Equity-Based Compensation.  No further grants of Options shall be made under the Company Stock Option Plan or otherwise by the Company after the date of this Agreement, and the provision in any other Benefit Plan providing for the potential issuance, transfer or grant of any capital stock of the Company or any of its subsidiaries or any interest, or release of restrictions in respect of any capital stock of the Company or any of its subsidiaries shall be deleted, and the Company Stock Options Plan shall be terminated, as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of an Option (whether or not outstanding as of the Effective Time), restricted stock, derivative security, or any participant in any other Benefit Plan shall have any right thereunder to acquire any capital stock of the Company or any of its subsidiaries or the Surviving Corporation.  No participant in the Company Stock Option Plan or other holder of Options shall be entitled to receive any other payment or benefit thereunder except as provided in Section 2.10 and Section 6.8.

(f)No Right to Employment; Benefit Plans.  Except as provided in this Section 6.8(f), nothing contained in this Agreement shall confer upon any employee of the Company, any ERISA Affiliate or any of the Company’s subsidiaries any right with respect to employment by Parent, the Purchaser or any of the Parent’s subsidiaries or the Surviving Corporation or any of its ERISA Affiliates, nor shall anything herein interfere with the right of Parent, the Purchaser or any of the Parent’s subsidiaries, or the Surviving Corporation or any of its ERISA Affiliates, to terminate the employment of any employee who continues employment with the Surviving Corporation or any ERISA Affiliate after the Effective Time (“Continuing Employee”) at anytime, with or without cause, or except as otherwise expressly provided in this Section 6.8 restrict Parent, the Purchaser or any of the Parent’s subsidiaries in the exercise of their independent business judgment in modifying any other terms and conditions of the employment of any Continuing Employee.  No provision of this Agreement shall create any third party beneficiary rights in any Continuing Employee, any beneficiary or any dependent thereof with respect to the compensation, terms and conditions of employment or benefits that may be provided to any Continuing Employee by the Surviving Corporation or its ERISA Affiliates or under any Benefit Plan which the Surviving Corporation or its ERISA Affiliates may maintain or cause to be maintained with respect to such Continuing Employee.  Notwithstanding the forgoing, Parent agrees that following the Share Acquisition Date (assuming Purchaser’s designees under Section 1.4(a) constitute at least a majority of the Board of Directors) it will use its commercially reasonable best efforts to cause the Company and the Surviving Corporation to comply with the applicable terms and provisions of the agreements listed on Section 6.8(f) of the Company Disclosure Schedule if such agreements are then in effect.  Nothing herein shall require Parent or the Surviving Corporation to continue any particular Benefit Plan, agreement,

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policy or arrangement or prevent the amendment or termination thereof; provided, however, that subject to applicable law the Company’s employees shall receive full credit for prior years of service to the Company under, and shall not be subject to any waiting periods under, any benefit plans which Parent or the Surviving Corporation make available to Continuing Employees.

Section 6.9.Purchase of Shares.  Except pursuant to the Offer, the Tender and Option Agreement, or the Top-Up Agreement, neither Parent nor Purchaser nor any subsidiary of Parent shall acquire beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any Company Common Stock without the prior written consent of the Company.

Section 6.10.Meeting of the Company’s Shareholders.

(a)To the extent required by applicable law, the Company shall promptly after consummation of the Offer take all action necessary in accordance with the PBCL and its Articles of Incorporation and Bylaws to convene a Shareholder Meeting to consider and vote on the Merger and this Agreement.  At the Shareholder Meeting, all of the shares of Company Common Stock then owned by Parent, Purchaser or any other subsidiary of Parent shall be voted to approve the Merger and this Agreement.  The Board of Directors of the Company shall recommend that the Company’s shareholders vote to approve the Merger and this Agreement if such vote is sought, shall use its commercially reasonable best efforts to solicit from shareholders of the Company proxies in favor of the Merger and shall use its best efforts to take all other action in its judgment necessary and appropriate to secure the vote of shareholders required by the PBCL to effect the Merger.

(b)Parent and Purchaser shall not, and they shall cause their subsidiaries not to, sell, transfer, assign, encumber or otherwise dispose of the shares of Company Common Stock acquired pursuant to the Offer or otherwise prior to the Shareholder Meeting; provided, however, that this Section 6.10(b) shall not apply to the sale, transfer, assignment, encumbrance or other disposition of any or all such shares of Company Common Stock in transactions involving solely Parent, Purchaser and/or one or more of their wholly owned subsidiaries.  Parent and Purchaser shall, or shall cause their subsidiaries to, vote any shares of Company Common Stock owned by them in favor of the Merger.

(c)Notwithstanding the foregoing, in the event that Purchaser shall acquire at least 80% of the Company Common Stock, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 1924(b)(1)(ii) of the PBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Company.

Section 6.11.Proxy Statement.  If required under applicable law, the Company and Parent shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Purchaser purchases Company Common Stock pursuant to the Offer, and use all reasonable efforts to have it cleared by the SEC.  As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders of the Company as of the record date for the Shareholder Meeting.

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Section 6.12.Public Announcements.  Parent and the Company will consult with each other before issuing any press release or otherwise making any public statements with respect to the Offer, the Merger or the other Transactions and shall not issue any such press release or make any such public statement without the prior consent of the other party, except as the disclosing party reasonably believes may be required by law or by obligations pursuant to any listing agreement with any exchanges or the National Association of Securities Dealers, Inc., in which case Parent or Company, as the case may be, will use its reasonable efforts to provide the other party with reasonable time to promptly comment on such release or statement in advance of its issuance.  The parties agree that they will file a current report on Form 8-K announcing the execution of this Agreement and attaching copies of this Agreement and the jointly approved press release.

Section 6.13.Shareholder Litigation.  The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and its directors relating to any of the Transactions until the purchase of shares of Company Common Stock pursuant to the Offer, and thereafter, shall give Parent the opportunity to direct the defense of such litigation and, if Parent so chooses to direct such litigation, Parent shall give the Company and its directors an opportunity to participate in such litigation; provided, however, that no such settlement shall be agreed to without Parent’s or the Company’s consent, which consent shall not be unreasonably withheld; and provided further that no settlement requiring a payment by a director shall be agreed to without such director’s consent.

Section 6.14.FIRPTA.  The Company shall deliver to Purchaser prior to the expiration of the Offer a certified statement, prepared in accordance with Treasury Regulation Section 1.1445-2(c), that the shares of Company Common Stock are not “United States real property interests” within the meaning of Section 897 of the Code.

ARTICLE VII

CONDITIONS TO CONSUMMATION OF THE MERGER

Section 7.1.Conditions to Each Party’s Obligation to Effect the Merger.  The respective obligations of each party to effect the Merger are subject to the satisfaction or waiver, where permissible, prior to the Effective Time, of the following conditions:

(a)if required by the PBCL, this Agreement shall have been approved by the requisite affirmative vote of the shareholders of the Company in accordance with applicable law;

(b)no statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated, or enforced by any court or Governmental Entity which is in effect and has the effect of prohibiting the consummation of the Merger; and

(c)(x) in the case of the Company’s obligations, all governmental consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Effective Time, except where the failure to obtain any such consent would not reasonably be expected to subject

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any officer, director, employee or shareholder of the Company to civil or criminal liability in respect of the failure to obtain such consent, and (y) in the case of Parent’s and Purchaser’s obligations, (A) all governmental consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Effective Time, and (B) there shall not be threatened or pending any suit, action, or proceeding by any Governmental Entity, or by any other person which has a reasonable possibility of success, with respect to this Agreement or the Transactions, except where the failure to obtain any such consent or the existence of any such suit, action or proceeding would not reasonably be expected to (i) have a Material Adverse Effect on the Company or Parent, (ii) materially impede or limit the ownership, operation or use of any of the Company’s or any of its subsidiaries’ assets or business after the Closing, or to compel the Company or Parent or any of their respective subsidiaries or affiliates to dispose of or hold separate any of their businesses or assets as a result of the Offer, the Merger or any of the Transactions, (iii) impose material limitations on the ability of Parent or Purchaser to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock accepted for payment pursuant to the Offer including, without limitation, the right to vote the shares of Company Common Stock accepted for payment by it on all matters properly presented to the shareholders of the Company, (iv) prohibit Parent or any of its subsidiaries or affiliates from effectively controlling the businesses of the Company and its subsidiaries in any material respect, or (v) require divestiture by Purchaser or any of its affiliates of any shares of Company Common Stock; provided, however, that Parent shall be deemed to have waived this condition with respect to any failure to obtain or be in effect any such consent, order or approval or the existence of any such suit, action or proceeding, which failure or existence existed prior to the acceptance for payment by Purchaser of shares of Company Common Stock pursuant to the Offer.

Section 7.2.Conditions to Obligations of Parent and Purchaser to Effect the Merger.  The obligations of Parent and Purchaser to effect the Merger are further subject to the satisfaction or waiver pursuant to Section 1.1, prior to the Effective Time, of the condition that the Purchaser shall have accepted for payment and paid for shares of Company Common Stock tendered pursuant to the Offer.

ARTICLE VIII

TERMINATION; AMENDMENT; WAIVER

Section 8.1.Termination.  This Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time (notwithstanding approval thereof by the shareholders of the Company) prior to the Effective Time:

(a)by mutual written consent duly authorized by the Boards of Directors of the Company, Parent and Purchaser;

(b)by Parent, Purchaser or the Company if any court of competent jurisdiction or other Governmental Entity shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Merger and such order, decree or ruling or other action is or shall have become nonappealable;

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(c)by Parent or Purchaser, if due to an occurrence or circumstance (except where Parent’s or Purchaser’s breach of any of their respective obligations under this Agreement is the cause of or directly resulted in such occurrence or circumstance) which would result in the occurrence and continued existence of any of the conditions set forth in Annex A hereto, Purchaser shall have (i) failed to commence the Offer in accordance with Section 1.1 hereof, (ii) terminated the Offer without purchasing any shares of Company Common Stock pursuant to the Offer or (iii) failed to accept for payment shares of Company Common Stock pursuant to the Offer prior to January 31, 2004;

(d)by the Company if there shall not have been and be continuing a material breach of any representation, warranty, covenant or agreement on the part of the Company, and Purchaser shall have (A) failed to commence the Offer in violation of Section 1.1 hereof, (B) terminated the Offer without purchasing all the shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer, or (C) failed to accept for payment shares of Company Common Stock pursuant to the Offer prior to January 31, 2004;

(e)by Parent or Purchaser prior to the purchase of shares of Company Common Stock pursuant to the Offer, if (i) (x) any representations and warranties of the Company contained in this Agreement which are qualified by materiality shall not be true and correct at any time prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer (without regard to any knowledge qualifications therein), (y) the representations and warranties of the Company contained in this Agreement which are not qualified by materiality shall not be true and correct in any material respect at any time prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer (without regard to any knowledge qualifications therein) or (z) the representations and warranties of the Company in the Agreement shall not be true and correct at any time prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer (determined without regard to any materiality or knowledge qualifications therein) except to the extent any failures of the representations or warranties to be true and correct in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company (other than to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall not be true and correct as of such date), or (ii) the Company shall not have performed and complied with, in all material respects (without reference to any materiality qualifications therein), each covenant or agreement contained in the Agreement and required to be performed or complied with by it, and which breach, in the case of clause (i) and (ii) above, shall not have been cured prior to the earlier of (A) 10 business days following notice of such breach to the Company by Parent or Purchaser and (B) January 31, 2004; provided, however, that the Company shall have no right to cure and Parent and Purchaser may immediately terminate this Agreement in the event that such breach by the Company was willful, in the event of a material breach of Section 6.1 (whether or not willful), or in the event that such breach is not reasonably capable of being cured within such period of time or (iii) the Board of Directors of the Company or any committee thereof shall have withdrawn, or modified, amended or changed (including by amendment of the Schedule 14D-9) in a manner adverse to Parent or Purchaser its approval or recommendation of the Offer, the Merger, any of the Transactions or this Agreement, or shall have approved or recommended to the Company’s shareholders an Acquisition Proposal or any other acquisition of shares of Company Common Stock other than the Offer and the Merger, or shall have adopted any resolutions to effect any of the foregoing or

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(iv) the Board of Directors of the Company shall have failed to publicly reaffirm their approval or recommendation of the Offer, the Merger, the Transactions or this Agreement within two business days following Parent’s or Purchaser’s written request to do so;

(f)by the Company prior to the purchase of any shares of Company Common Stock pursuant to the Offer if (i) there shall have been a material breach of any representation or warranty in this Agreement on the part of Parent or Purchaser which materially adversely affects (or materially delays) the consummation of the Offer or the Merger or (ii) Parent or Purchaser shall not have performed or complied with, in all material respects (without reference to any materiality qualifications therein), each covenant or agreement contained in this Agreement and required to be performed or complied with by them, and such breach materially adversely affects the Company, its shareholders generally or its employees generally or which materially adversely affects (or materially delays) the consummation of the Offer or the Merger, and which breach, in the case of both clause (i) and clause (ii) above, shall not have been cured prior to the earlier of (A) 10 business days following notice of such breach to Parent and Purchaser by the Company and (B) January 31, 2004; provided, however, that Parent and Purchaser shall have no right to cure such breach and the Company may immediately terminate this Agreement in the event that such breach by Parent or Purchaser was willful or in the event such breach is not reasonably capable of being cured within such period of time;

(g)by Parent or Purchaser prior to the purchase of shares of Company Common Stock pursuant to the Offer if any person or group (which includes a “person” or “group” as such terms are defined in Section 13(d)(3) of the Exchange Act) other than Parent, Purchaser, any of their affiliates, or any group of which any of them is a member, shall have acquired beneficial ownership of more than 20% of the outstanding shares of Company Common Stock or shall have consummated or entered into a definitive agreement or an agreement in principle with the Company or any of its subsidiaries to consummate an Acquisition Proposal or if any person or group which, prior to the date of this Agreement, had a Schedule 13D or 13G on file with the SEC shall have acquired beneficial ownership of additional shares of any class or series of capital stock of the Company, through the acquisition of stock, the formation of a group or otherwise, which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company (including the Company Common Stock) which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series (it being understood that the execution of the Tender and Option Agreement by the Company shareholders that are parties thereto and the performance of their obligations thereunder shall not, in itself, be deemed to constitute such an acquisition of beneficial ownership triggering this provision);

(h)by Parent or Purchaser if the Company or any shareholder party to the Tender and Option Agreement shall have breached in any material respect any of its or their obligations under the Tender and Option Agreement and such breach shall not have been cured, provided that there shall be no right to cure in respect of breaches that are not reasonably capable of cure;

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(i)by Parent or Purchaser due to the occurrence of (x) any of the events or circumstances specified in subsection (c) of Annex A which, to the extent curable, is not cured within 60 days, (y) any of the events or circumstances specified in subsection (d) of Annex A which, to the extent curable, is not cured within 30 days if involving a Governmental Entity or 60 days if not involving a Governmental Entity or (z) any of the events or circumstances specified in subsection (e) of Annex A which, to the extent curable, is not cured within 30 days;

(j)by the Company prior to the purchase of any shares of Company Common Stock pursuant to the Offer and not earlier than 5 business days after the Company gives Parent prior written notice if (i) after the date hereof the Board of Directors of the Company shall receive an unsolicited bona fide Acquisition Proposal and the Board of Directors determines reasonably and in good faith (after receiving a fairness opinion of B&S or another financial advisor of nationally recognized standing with respect to the Acquisition Proposal) that the Acquisition Proposal is a Superior Proposal (after considering any changes made to Parent’s Offer within the 5 business day notice period); provided, that such Superior Proposal was not solicited by the Company after the date hereof and did not otherwise result from a breach of Section 6.1; provided, further, that the Company’s ability to terminate this Agreement pursuant to this (j) is conditioned upon the payment by the Company to Parent of any amounts owed by it pursuant to Section 8.3(b) and 8.3(c); or

(k)by Parent, Purchaser or the Company if the Share Acquisition Date shall not have occurred by March 31, 2004.

Section 8.2.Effect of Termination.  In the event of the termination and abandonment of this Agreement pursuant to Section 8.1, this Agreement, except for the provisions of Sections 6.3, 8.2, 8.3, 9.3, 9.4 and 9.7 and the last sentence of Section 1.3, shall forthwith become void and have no effect, without any liability on the part of any party or its affiliates, directors, officers or shareholders except as provided in Sections 8.3 and 9.3 of this Agreement.  Notwithstanding anything herein to the contrary, to the extent the Company then owes Parent a Termination Fee (as defined herein) pursuant to the provisions of Section 8.3 hereof at the time of such termination, termination by the Company pursuant to Section 8.1 shall not be effective unless prior to or simultaneously therewith such Termination Fee is paid to the Parent.

Section 8.3.Expenses; Termination Fee.

(a)Except as provided in Section 8.3(b) and 8.3 (c) of this Agreement, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses.

(b)If:

(i)(x) Parent or Purchaser terminates this Agreement pursuant to Section 8.1(c), 8.1(i) or 8.1(k),or the Company terminates this Agreement pursuant to Section 8.1(d), in either case, in circumstances when, prior to such termination any third party shall have acquired beneficial ownership of 20% or more of the outstanding shares of Company Common Stock (or any person or group with a Schedule 13D or 13G on file with the SEC (including the

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shareholders party to the Tender and Option Agreement except as expressly permitted in that agreement) shall have acquired beneficial ownership of additional shares of any class or series of capital stock of the Company (including Company Common Stock), through the acquisition of stock, the formation of a group or otherwise, which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company (including the Company Common Stock) which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series (it being understood that the execution of the Tender and Option Agreement by the Company shareholders that are parties thereto and the performance of their obligations thereunder shall not, in itself, be deemed to constitute such an acquisition of beneficial ownership triggering this provision)) or shall have made or consummated or announced an intention to make or consummate an Acquisition Proposal (or with respect to any proposal that may be existing on the date hereof, not withdrawn such Acquisition Proposal) or (y) Parent or Purchaser terminates this Agreement pursuant to Section 8.1(g), and, in any such case described in clauses (x) or (y) in this Section 8.3(b)(i), within 12 months after such termination the Company or any of its subsidiaries enters into or publicly announces an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or consummates or publicly announces an intention to consummate an Acquisition Proposal;

(ii)Parent or Purchaser terminates this Agreement pursuant to (x) clauses (i) or (ii) of Section 8.1(e) as a result of a willful and material breach of this Agreement by the Company or any material breach of Section 6.1 (whether or not willful), (y) clauses (iii) or (iv) of Section 8.1(e) or (z) Section 8.1(h);

(iii)the Company terminates this Agreement pursuant to Section 8.1(f) in circumstances when Parent or Purchaser shall also have the right to terminate this Agreement pursuant to the circumstances described in Section 8.3(b)(i) or 8.3(b)(ii); or

(iv)the Company terminates this Agreement pursuant to Section 8.1(j)

then, in each case, the Company shall pay to Parent, within two business days following the execution and delivery of such agreement or such occurrence, as the case may be, or prior to or simultaneously with such termination by the Company as contemplated by 8.3(b)(i), (b)(iii) or (b)(iv), a fee, in cash, of $1.1 million (a “Termination Fee”); provided, that the Company in no event shall be obligated to pay more than one such Termination Fee with respect to all such agreements and occurrences and such termination.  Any payment required to be made pursuant to this subsection (b) shall be made to Parent by wire transfer of immediately available funds to an account designated by Parent.  The provisions of this Section 8.3 shall not derogate from any other rights or remedies which Parent or Purchaser may possess under this Agreement (including as provided in Section 9.3) or under applicable law, and the payment of the Termination Fee shall not be deemed to constitute liquidated damages.

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(c)Subject to and without limiting the rights set forth in Section 9.3, if a party breaches this Agreement and such breach is not a material and willful breach by the breaching party or a material breach by the Company of Section 6.1 of this Agreement whether or not such breach is willful, the breaching party shall not be liable in any amount in excess of the non-breaching party’s reasonable costs and expenses incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of counsel, accountants, investment bankers, printers, experts and consultants to the non-breaching party and its affiliates (collectively, the “Expenses”), except to the extent that a Termination Fee is payable pursuant to Section 8.3(b) (which shall be payable in addition to any amount owing under this Section 8.3(c)); provided, however, that in no event shall Expenses payable pursuant to this Section 8.3(c) under any circumstances by any party exceed $500,000 in the aggregate.

Section 8.4.Amendment.  To the extent permitted by applicable law, this Agreement may be amended by action taken by or on behalf of the Boards of Directors of the Company, Parent and Purchaser (in accordance with the provisions of Section 1.4(c)) at any time before or after approval of this Agreement by the shareholders of the Company but, after any such shareholder approval, no amendment shall be made that by law requires the further approval of such shareholders without the approval of such shareholders.  This Agreement may not be amended except by an instrument in writing signed on behalf of all the parties.

Section 8.5.Extension; Waiver.  At any time prior to the Effective Time and subject to the provisions of Section 1.4(c), a party may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any documents, certificate or writing delivered pursuant hereto, and (c) waive compliance with any of the agreements or conditions of the other parties hereto contained herein; provided that after the approval of the Merger by the shareholders of the Company, no extensions or waivers shall be made that by law require further approval by such shareholders without the approval of such shareholders.  Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

ARTICLE IX

MISCELLANEOUS

Section 9.1.Non-Survival of Representations and Warranties.  None of the representations and warranties made in this Agreement shall survive after the Effective Time.  This Section 9.1 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time.  Notwithstanding anything to the contrary contained in this Agreement, (i) to the extent Purchaser acquires shares of Company Common Stock on the Share Acquisition Date in an amount equal to or greater than the amount required by the Minimum Condition as in effect on the date of this Agreement or (ii) to the extent after the Share Acquisition Date the Parent or Purchaser, or any director of the Company appointed by Parent after the Share Acquisition Date (or any officer of the Company appointed after the Share Acquisition Date by the Board assuming Purchaser’s designees constitute at least a majority of the Board of Directors), consents to or instructs the Company to take the action in

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question, the Company shall not be deemed to be in breach of any representations, warranties or covenants contained in this Agreement due to actions so taken by the Company after the Share Acquisition Date.

Section 9.2.Entire Agreement; Assignment.  This Agreement (including the Company Disclosure Schedule), the Tender and Option Agreement, the Top-up Option Agreement and, to the extent contemplated in Section 6.3, the Confidentiality Agreement, (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, provided that Parent or Purchaser may assign any of their rights and obligations to any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Parent or Purchaser of its obligations hereunder.  Any of Parent, Purchaser or any direct or indirect wholly owned subsidiary of Parent may purchase shares of Company Common Stock under the Offer.  Any attempted assignment in violation of this Section 9.2 shall be void.  Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 9.3.Enforcement of the Agreement.  The Company agrees that irreparable damage could occur to Parent and Purchaser in the event that any of the provisions of this Agreement were not performed by the Company in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that Parent and Purchaser shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity including those set forth in Section 8.3 of this Agreement.  The Company further agrees to waive any requirement for the securing or posting of any bond in connection with obtaining any such injunction or other equitable relief.

Section 9.4.Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the Transactions is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the Transactions contemplated hereby are fulfilled to the extent possible.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.

Section 9.5.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given upon receipt if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses or sent by electronic transmission to the facsimile number specified below (or at such other address or facsimile number of a party as shall be specified by like notice):

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if to Parent or Purchaser:

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

Attention:  Chief Executive Officer

Facsimile:  (770) 263-8031

with a copy to:

Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA  19103
Attention:  Geraldine A. Sinatra
Facsimile:  215-994-2222

if to the Company:

Berger Holdings, Ltd.

805 Pennsylvania Boulevard

Feasterville, PA  19053

Attention:  President

Facsimile:  215-953-7750

with a copy to:

Wolf, Block, Schorr and Solis-Cohen LLP

1650 Arch Street

Philadelphia, PA  19103

Attention:  Jason M. Shargel

Facsimile:  215-977-2334

Notice given by facsimile shall be deemed received on the day the sender receives facsimile confirmation that such notice was received at the facsimile number of the addressee.  Notice given by mail as set out above shall be deemed received three days after the date the same is postmarked.

Section 9.6.Failure or Indulgence Not Waiver; Remedies Cumulative.  No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

Section 9.7.Governing Law; Consent to Jurisdiction.  This Agreement shall be governed by and construed in accordance with the substantive laws of the Commonwealth of

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Pennsylvania regardless of the laws that might otherwise govern under principles of conflicts of laws applicable thereto.  In addition, the Company, Parent and Purchaser hereby (i) consent to submit to the exclusive jurisdiction of the United States District Court for the Eastern District of Pennsylvania and, in the absence of Federal jurisdiction, to the exclusive jurisdiction of the state courts located in Philadelphia County in the event any dispute arises out of this Agreement or any of the Transactions, (ii) agree not to attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, (iii) subject to the terms of the Tender and Option Agreement, agree not to bring any action relating to this Agreement or any of the Transactions in any court other than the United States District Court for the Eastern District of Pennsylvania and, in the absence of Federal jurisdiction, the state courts located in Philadelphia County and (iv) waive any right to trial by jury with respect to any claim or proceeding related to or arising out of this Agreement or any of the Transactions.  In furtherance of the foregoing, the Company, Parent and Purchaser hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Transactions in the courts of the United States District Court for the Eastern District of Pennsylvania and, in the absence of Federal jurisdiction, the state courts located in Philadelphia County, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 9.8.Descriptive Headings.  The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 9.9.Parties in Interest.  This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement (except as set forth in Section 6.5 hereof which is intended to and shall create third party beneficiary rights if the Offer and the Merger are consummated).

Section 9.10.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

Section 9.11.Certain Definitions.  For purposes of this Agreement (including Annex A hereto), the following terms shall have the meanings ascribed to them below:

(a)“affiliate” of a person shall mean (i) a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned person and (ii) an “associate”, as that term is defined in Rule 12b-2 promulgated under the Exchange Act as in effect on the date of this Agreement.

(b)“beneficial owner” (including the term “beneficially own” or correlative terms) shall have the meaning ascribed to such term under Rule 13d-3(a) under the Exchange Act.

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(c)“business day” shall have the meaning ascribed to such term under Rule 14d-1 of the Exchange Act.

(d)“Company Disclosure Schedule” shall mean a letter dated the date of the Agreement delivered by the Company to Parent and Purchaser concurrently with the execution of the Agreement, which, among other things, shall identify exceptions to the Company’s representations and warranties contained in Article III and covenants contained in Article V by specific section and subsection references.

(e)“control” (including the terms “controlling,” “controlled by” and “under common control with” or correlative terms) shall mean the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities or as trustee or executor, by contract or credit arrangement, or otherwise.

(f)“Fully Diluted Shares” means all outstanding shares of Company Common Stock on a fully diluted basis, after giving effect to the exercise and conversion of all outstanding options, warrants and securities exercisable or convertible into Company Common Stock (but excluding any Options for which under the Tender and Option Agreement Parent has a valid Purchase Option (as defined in the Tender and Option Agreement) which has not been disputed or disavowed by the holder of such Options; provided, that the Options are not deemed exercisable if their ability to be exercised is suspended until termination of the Merger Agreement or consummation of the Merger); provided further, that Parent may, at its option exercisable in its sole discretion, exclude at any time from the above calculation any or all other Options.

(g)“group” shall have the meaning ascribed to such term under Rule 13d-3(a) under the Exchange Act.

(h)“Material Adverse Effect” shall mean (i) any adverse change or effect in the condition (financial or otherwise), assets (including intangible assets), liabilities, business, properties, or results of operations of a specified person or its subsidiaries, which change or effect is material, individually or in the aggregate with any other changes or effects, to the specified person and its subsidiaries taken as a whole, or (ii) any event, matter, condition or effect which materially impairs the ability of a specified person to perform on a timely basis its obligations under this Agreement, the Tender and Option Agreement, or the consummation of the Transactions; provided that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Material Adverse Effect on the Company: (a) any change in the Company’s stock price or trading volume, in and of itself (but not any change or effect underlying such decrease to the extent such change or effect would otherwise constitute a Material Adverse Effect on the Company); or (b) any change, event, circumstance or effect that results from changes affecting the United States economy or the Company’s industry generally, which change, event, circumstance or effect does not disproportionately affect the Company in any material respect.  For purposes of analyzing whether any change, effect, event, matter or condition constitutes a “Material Adverse Effect” under this definition, the parties agree that (A) materiality shall be analyzed from the viewpoint of whether there is a reasonable likelihood that

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the disclosure of such change, effect, event, matter or condition could be reasonably viewed as having altered the total mix of information if the total mix of information had consisted solely of the representations and warranties of the Company contained in this Agreement, (B) the analysis of materiality shall not be limited to the viewpoint of a long-term investor, and (C) the words of the definition of “Material Adverse Effect” are intended to be read literally without any regard to the holding or reasoning of IBP, Inc. v. Tyson Foods, Inc., No. 18373, 2001 Del. Ch. LEXIS 81 (Del. Ch. June 18, 2001).

(i)“person” shall mean a natural person, company, corporation, partnership, association, trust or any unincorporated organization.

(j)“subsidiary” shall mean, when used with reference to a person, any corporation or other business entity of which such person directly or indirectly owns (i) the majority of the outstanding voting securities or (ii) voting securities or equity interests which give such person the power to elect a majority of the board of directors or similar governing body of such entity.

Section 9.12.Interpretation.  (a) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.  Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”  All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.  Any agreement, instrument, statute or rule defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, statute or rule as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and rules) by succession of comparable successor statutes and rules and all attachments thereto and instruments incorporated therein.  References to a person are also to its permitted successors and assigns.

(b)The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, on the day and year first above written.

EURAMAX INTERNATIONAL, INC.
By:	/s/ J. David Smith
	Name:  J. David Smith
	Title:  President
AMERIMAX PENNSYLVANIA, INC.
By:	/s/ J. David Smith
	Name:  J. David Smith
	Title:  President
BERGER HOLDINGS, LTD.
By:	/s/ Joseph F. Weiderman
	Name:  Joseph F. Weiderman
	Title:  President and Chief Executive Officer

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ANNEX A

to

Agreement and Plan of Merger

Conditions to the Offer.  Notwithstanding any other provision of the Offer or the Merger Agreement, in addition to (and not in limitation of) Purchaser’s rights pursuant to the Agreement to extend and amend the Offer in accordance with the Merger Agreement, Purchaser shall not be required to accept for payment or, subject to Rule 14e-1(c) of the Exchange Act, pay for and may delay the acceptance for payment of or, subject to Rule 14e-1(c) of the Exchange Act, the payment for, any shares of Company Common Stock not theretofore accepted for payment or paid for, and Purchaser may terminate or amend the Offer (subject to Section 1.1 of the Merger Agreement) if in the sole judgment of Purchaser (i) a number of shares of Company Common Stock representing at least 80% of the Fully Diluted Shares shall not have been validly tendered and not withdrawn immediately prior to the expiration of the Offer or otherwise acquired by Parent or any of its affiliates prior to the expiration of the Offer (the “Minimum Condition”) or (ii) at any time on or after the date of the Merger Agreement and prior to the time of acceptance of such shares of Common Stock for payment or the payment therefor, any of the following conditions has occurred and continues to exist:

(a)(x) any representations and warranties of the Company in the Agreement which are qualified by materiality shall not be true and correct (determined without regard to any knowledge qualifications therein) as of such time, (y) the representations and warranties of the Company in the Agreement which are not qualified by materiality shall not be true and correct (determined without regard to any knowledge qualifications therein) in any material respect, as of such time or (z) the representations and warranties of the Company in the Agreement shall not be true and correct (determined without regard to any materiality or knowledge qualifications therein), as of such time, except to the extent the failure of any representations or warranties to be true and correct in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company, (other than to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall not be true and correct as of such date) and which breach or breaches shall not have been cured prior to the earlier of (i) 10 business days following notice of such breach and (ii) January 31, 2004; provided, however, that the Company shall have no right to cure such breach in the event that such breach by the Company was willful or in the event such breach is not reasonably capable of being cured within such period of time;

(b)the Company shall not have performed and complied with, in all material respects (without reference to any materiality qualifications therein), each covenant or agreement contained in the Agreement and required to be performed or complied with by it and which breach shall not have been cured prior to the earlier of (i) 10 business days following notice of such breach and (ii) January 31, 2004; provided, however, that the Company shall have no right to cure such breach in the event that such breach by the Company was willful, if such breach involves a material breach of Section 6.1 of the Agreement (whether or not such breach was willful) or in the event such breach is not reasonably capable of being cured within such period of time;

(c)there shall have occurred and be continuing (i) any general suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange (excluding any coordinated trading halt triggered as a result of a specified decrease in a market index), (ii) any material adverse change in the financial markets in the United States, (iii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States by any Governmental Entity, (iv) any mandatory limitation, by any Governmental Entity on, or other event that materially affects, the extension of credit by banks or other lending institutions, (v) a commencement of a war, armed hostilities or other national or international calamity directly or indirectly involving the United States which could reasonably be expected to have a Material Adverse Effect on the Company or materially adversely affect or delay the consummation of the Offer, (vi) in the case of any of the foregoing existing on the date of the Agreement, a material acceleration or worsening thereof, or (vii) a decline in the Standard & Poor’s Index of 500 Industrial Companies by an amount in excess of 25%, measured from the close of business on the date of the Merger Agreement;

(d)there shall be threatened or pending any suit, action, or proceeding by any Governmental Entity, or there shall be pending any suit, action or proceeding by any other person which has a reasonable possibility of success, (i) challenging the acquisition by Parent or Purchaser of the shares of Company Common Stock, seeking to make illegal, materially delay, make materially more costly or otherwise directly or indirectly restrain or prohibit the making or consummation of the Offer and the Merger or the performance of any of the other Transactions or seeking to obtain from the Company, Parent or Purchaser any damages that are material in relation to the Company and its subsidiaries taken as whole, (ii) seeking to prohibit or materially limit the ownership or operation by the Company, Parent or any of their respective subsidiaries or affiliates of any of the businesses or assets of the Company, Parent or any of their respective subsidiaries or affiliates, or to compel the Company, Parent or any of their respective subsidiaries or affiliates to dispose of or hold separate any of the material businesses or assets of the Company, Parent or any of their respective subsidiaries or affiliates, as a result of the Offer, the Merger or any of the other Transactions, (iii) seeking to impose material limitations on the ability of Parent or Purchaser to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock accepted for payment pursuant to the Offer including, without limitation, the right to vote the shares of Company Common Stock accepted for payment by it on all matters properly presented to the shareholders of the Company, (iv) seeking to prohibit Parent or any of its subsidiaries or affiliates from effectively controlling in any material respect the business or operations of the Company or its subsidiaries, (v) requiring divestiture by Purchaser or any of its affiliates of any shares of Company Common Stock or (vi) which otherwise could reasonably be expected to have a Material Adverse Effect on the Company or Parent;

(e)there shall be any statute, rule, regulation, judgment, order or injunction (including with respect to competition or antitrust matters) enacted, entered, enforced, promulgated or issued, or any statute, rule or regulation which has been proposed by the relevant legislative or regulatory body and is reasonably likely to be enacted, with respect to or deemed applicable to, or any material consent or approval withheld or any other action shall be taken with respect to (i) Parent, the Company or any of their respective subsidiaries or affiliates or (ii) the Offer or the Merger or any of the other Transactions by any Governmental Entity or court, that has resulted or could reasonably be expected to result, directly or indirectly, in any of the consequences referred to in clauses (i) though (vi) of paragraph (d) above;

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(f)(i) the Board of Directors of the Company or any other committee thereof shall have (A) withdrawn, or modified, amended or changed (including by amendment of the Schedule 14D-9) in a manner materially adverse to Parent or Purchaser; its approval or recommendation of the Offer, the Merger Agreement and the Merger or any of the other Transactions, (B) approved or recommended to the Company’s shareholders an Acquisition Proposal or any other acquisition of shares of Company Common Stock other than the Offer and the Merger, or (C) adopted any resolution to effect any of the foregoing, or (ii) the Board of Directors of the Company shall have failed to publicly reaffirm their approval or recommendation of the Offer, the Merger, the Transactions or this Agreement within two business days following Parent’s or Purchaser’s written request to do so;

(g)the Merger Agreement shall have been terminated in accordance with its terms;

(h)any person or group (which includes a “person” or “group” as such terms are defined in Section 13(d)(3) of the Exchange Act) other than Parent, Purchaser, any of their affiliates, or any group of which any of them is a member, shall have acquired beneficial ownership of more than 20% of the outstanding shares of Company Common Stock or shall have consummated or entered into a definitive agreement or an agreement in principle with the Company or any of its subsidiaries to consummate an Acquisition Proposal or if any person or group which, prior to the date of the Merger Agreement, had a Schedule 13D or 13G on file with the SEC shall have acquired beneficial ownership of additional shares of any class or series of capital stock of the Company, through the acquisition of stock, the formation of a group or otherwise, which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company (including the Company Common Stock) which together with the shares of capital stock of the Company previously beneficially owned by such person or group, constitutes 20% or more of any such class or series (it being understood that the execution of the Tender and Option Agreement by the Company shareholders that are parties thereto shall not, in itself, be deemed to constitute such an acquisition of beneficial ownership triggering this provision);

(i)the Company or any shareholder shall have breached in any material respect any of its or their obligations under the Tender and Option Agreement;

(j)(i) all consents and approvals of and notices to or filings with Governmental Entities and third parties required in connection with the Offer, the Merger and any of the other Transactions shall not have been obtained or made other than those the absence of which, individually or in the aggregate, would not have a Material Adverse Effect or prevent or materially delay consummation of any of the Offer, the Merger or any of the other Transactions, or (ii) all consents and approvals of third parties required in connection with the Offer, the Merger and any of the other Transactions and listed on Section 3.7 of the Company Disclosure Schedule pursuant to agreements marked with an asterisk (*) on Section 3.7 of the Company Disclosure Schedule shall not have been obtained or made;

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which, in the sole judgment of Purchaser, in any such case, and regardless of the circumstances giving rise to any such condition (including any action or inaction by Parent or any of its affiliates not in violation of this Agreement), makes it inadvisable to proceed with the Offer or with such acceptance for payment, purchase of, or payment for shares of Company Common Stock.

The foregoing conditions are for the sole benefit of Purchaser and Parent and may be asserted by Purchaser or Parent regardless of the circumstances giving rise to any such condition and may be waived by Purchaser or Parent, in whole or in part, at any time and from time to time, in the sole discretion of Purchaser or Parent.  The failure by Purchaser or Parent or any of their respective affiliates at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

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EX-99.D2

Exhibit (d)(2)

Execution Copy

TENDER AND OPTION AGREEMENT

TENDER AND OPTION AGREEMENT, dated as of October 10, 2003 (the “Agreement”), among Euramax International, Inc., a Delaware corporation (“Parent”), Amerimax Pennsylvania, Inc., a Pennsylvania corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), Berger Holdings, Ltd., a Pennsylvania corporation (the “Company”), and the persons listed on Schedule A hereto (each a “Shareholder” and, collectively, the “Shareholders”).

WHEREAS, Parent, Purchaser and the Company propose to enter into an Agreement and Plan of Merger dated as of the date hereof (as the same may be amended or supplemented, the “Merger Agreement”) providing for, among other things, the making of a cash tender offer (as such offer may be amended from time to time as permitted under the Merger Agreement, the “Offer”) by Purchaser for all of the issued and outstanding shares of common stock, par value $.01 per share, of the Company (the “Company Common Stock” or the “Shares”) and the merger of the Company and Purchaser on the terms and conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, each Shareholder is the beneficial owner (as hereinafter defined) of the Shares set forth opposite such Shareholder’s name on Schedule A hereto; such Shares, as such may be adjusted by stock dividend, stock split, recapitalization, combination or exchange of shares, merger, consolidation, reorganization or other change or transaction of or by the Company, together with Shares that may be acquired after the date hereof by such Shareholder, including shares of Company Common Stock issuable upon the exercise of options (including the Options set forth in Schedule A), being collectively referred to herein as the “Securities” of such Shareholder; and

WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Parent and Purchaser have required that the Shareholders enter into this Agreement;

NOW, THEREFORE, to induce Parent and Purchaser to enter into, and in consideration of their entering into, the Merger Agreement, and in consideration of the premises and the representations, warranties and agreements contained herein and intending to be legally bound hereby, the parties agree as follows:

Section 1.Certain Definitions.  Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

Section 2.Representations and Warranties of the Shareholders.  Each Shareholder, severally and not jointly, represents and warrants to Parent and Purchaser, as of the date hereof and as of any Closing (as defined herein), as follows:

(a)Such Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all purposes of this Agreement) of, and has good title to, all of such Shareholder’s

Securities, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation, including any restriction on the right to vote, sell or otherwise dispose of the Securities (each, a “Lien”), except as set forth in this Agreement.

(b)The Securities set forth opposite his, her or its name on Schedule A constitute all of the securities (as defined in Section 3(a)(10) of the Exchange Act, which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by such Shareholder.

(c)Except for such Securities, such Shareholder does not, directly or indirectly, other than as disclosed on Schedule A, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is such Shareholder subject to any Contract, commitment, arrangement, understanding, restriction or relationship, other than this Agreement, that provides for such Shareholder to vote or acquire any securities of the Company.  Such Shareholder holds exclusive power to vote the Securities and has not granted a proxy to any other person (as defined in the Merger Agreement, which meaning will apply for all purposes of this Agreement) to vote the Securities, subject to the limitations set forth in this Agreement.

(d)Such Shareholder has full legal capacity, power and authority to execute and deliver this Agreement and to perform his, her or its obligations hereunder and such execution, delivery and performance have been authorized by such Shareholder, and no other proceedings or actions by such Shareholder are necessary therefor.

(e)This Agreement has been duly executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid and binding agreement of Parent, Purchaser and the Company, is a valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms.

(f)Neither the execution and delivery of this Agreement nor the performance by such Shareholder of his, her or its obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration or result in the creation of any Lien on any Securities under, (i) any Contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Shareholder is a party or by which such Shareholder is bound or (ii) any injunction, judgment, writ, decree, order or ruling applicable to the Shareholder; except for conflicts, violations, breaches, defaults, terminations, amendments, cancellations, accelerations or Liens, disclosed on Section 3.1(c) of the Company Disclosure Schedule, that could not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by such Shareholder of his, her or its obligations hereunder.

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(g)Neither the execution and delivery of this Agreement nor the performance by such Shareholder of his, her or its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to the Shareholder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, the violation of which or failure to take any such action could, individually or in the aggregate, be reasonably expected to prevent or materially impair or delay the performance by such Shareholder of its obligations hereunder, other than any required notices or filings pursuant to federal or state securities laws.

(h)Except as set forth in Section 3.8 of the Merger Agreement, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Shareholder that is or will be payable by the Company or any of its subsidiaries.

(i)Such Shareholder understands and acknowledges that Parent is entering into, and causing Purchaser to enter into, the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

(j)To the extent such Shareholder is a trust, such Shareholder has supplied or made available to Parent or Purchaser true and correct copies of all documents establishing, organizing, governing or controlling such trust including any order, decree or other judicial pronouncement affecting such trust documents, and all such documents remain in full force and effect.

(k)Neither the Company nor any of its subsidiaries has any outstanding liabilities or obligations to such Shareholder that were not fully reflected or reserved against in the most recent financial statements included in the Filed Company SEC Documents, except for immaterial travel and other expenses related to service as an employee, officer or director and obligations relating to service as an employee, officer or director.

Section 3.Representations and Warranties of the Company.  The Company represents and warrants to Parent and Purchaser, as of the date hereof and as of any Closing, as follows:

(a)The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, has the requisite corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.

(b)This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of each of the Shareholders, Parent and Purchaser, is a valid and binding obligation of the Company, enforceable against it in accordance with its terms.

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(c)Neither the execution and delivery of this Agreement nor the performance by the Company of its obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration or result in the creation of any Lien on the assets or properties of the Company under, (i) its articles of incorporation or bylaws, (ii) any Contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Company is a party or by which the Company is bound or (iii) any judgment, writ, decree, order or ruling applicable to the Company; except in the case of clause (ii) for conflicts, violations, breaches or defaults that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Company of its obligations hereunder.

(d)Neither the execution and delivery of this Agreement nor the performance by the Company of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to the Company or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, the violation of which or failure to take any such action could, individually or in the aggregate, be reasonably expected to prevent or materially impair or delay the performance by the Company of its obligations hereunder, other than any required notices or filings pursuant to federal or state securities laws.

(e)The Company has taken all necessary corporate or other action (including approval by the Board of Directors of the Company) to render the provisions of Sections 2538 through 2588, inclusive, of the PBCL and any other applicable anti-takeover statutes, rules or regulations inapplicable to this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby.

Section 4.Representations and Warranties of Parent and Purchaser.  Parent and Purchaser represent and warrant to the Shareholders, as of the date hereof and as of any Closing, as follows:

(a)Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of their respective jurisdiction of incorporation, has the requisite corporate power and corporate authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.

(b)This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming this Agreement constitutes a valid and binding agreement of the Company and each of the Shareholders, is a valid and binding obligation of each of Parent and Purchaser, enforceable against each of them in accordance with its terms.

(c)Neither the execution and delivery of this Agreement nor the performance by Parent and Purchaser of their respective obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of

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time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration under, (i) their respective certificates of incorporation or bylaws, (ii) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser is bound or (iii) any judgment, writ, decree, order or ruling applicable to Parent or Purchaser; except in the case of clause (ii) for conflicts, violations, breaches or defaults that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by Parent or Purchaser of their obligations hereunder.

(d)Neither the execution and delivery of this Agreement nor the performance by Parent and Purchaser of their respective obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Parent or Purchaser or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, the violation of which or failure to take any such action would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by Parent or Purchaser of their obligations hereunder, other than any required notices or filings pursuant to federal or state securities laws.

(e)Any Securities acquired upon exercise of the Purchase Option (as defined herein) will be acquired for Parent’s or Purchaser’s own account, and will not be, and the Purchase Option is not being, acquired by Parent and Purchaser with a view to public distribution thereof in violation of any applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”).

Section 5.Transfer of the Shares.  During the term of this Agreement, except with the written consent of Parent or Purchaser or as otherwise expressly provided herein, each Shareholder agrees that such Shareholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the Securities, except for (i) transfers to any spouse or descendant of such Shareholder, or any trust or retirement plan or account for the benefit of such Shareholder, spouse or descendant; provided that any such transfer shall not release the transferring Shareholder of any of its obligations under this Agreement and any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) purchase or otherwise voluntarily acquire any Securities (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options), (c) deposit the Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Securities or grant any proxy or power of attorney with respect to the Shares, (d) enter into any Contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Securities or any other securities of the Company or (e) take any other action that would in any way destroy, materially diminish or impair the voting power or economic rights or other rights attributable to such Shareholder’s Shares or materially restrict, limit or interfere with the performance of such Shareholder’s

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obligations hereunder or the transactions contemplated hereby or which would otherwise materially diminish the benefits of this Agreement to Parent or Purchaser.

Section 6.Adjustments.

(a)In the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock or other securities of the Company on, of or affecting the Shares or the like or any other action that would have the effect of changing a Shareholder’s ownership of the Company’s capital stock or other securities or (ii) a Shareholder becomes the beneficial owner of any additional Shares of or other securities of the Company, then the terms of this Agreement will apply to the shares of capital stock held by such Shareholder immediately following the effectiveness of the events described in clause (i) or such Shareholder becoming the beneficial owner thereof, as described in clause (ii), as though they were Securities hereunder.

(b)Each Shareholder hereby agrees, during the term of this Agreement, to promptly notify Parent and Purchaser of the number of any new Securities acquired by such Shareholder, if any, after the date hereof, provided that the acquisition of Company Common Stock upon the exercise of Options set forth on Schedule A shall not require such notification.  The Company agrees that it shall promptly notify Parent and Purchaser upon the exercise of Options set forth on Schedule A.

Section 7.Tender of Securities.  Unless this Agreement has been terminated, each Shareholder hereby agrees that such Shareholder will validly tender (or cause the record owner of such shares to validly tender) and sell (and not withdraw, except in the event the Purchase Option is exercised, in which case such withdrawal shall be for the limited purpose of consummating the Purchase Option) pursuant to and in accordance with the terms of the Offer as promptly as reasonably practicable and in any event not later than the tenth business day after commencement of the Offer (or the earlier of the expiration date of the Offer and the fifth business day after such Shares, as the case may be, are acquired by such Shareholder if the Shareholder acquires Shares after the date hereof), all of the then outstanding Shares beneficially owned by such Shareholder (including the shares of Company Common Stock outstanding as of the date hereof and set forth on Schedule A opposite such Shareholder’s name).  In the event, notwithstanding the provisions of the first sentence of this Section 7, during the term of this Agreement, any Shares beneficially owned by a Shareholder are for any reason withdrawn from the Offer or are not purchased pursuant to the Offer, such Shares will remain subject to the terms of this Agreement.  Each Shareholder acknowledges that Purchaser’s obligation to accept for payment and pay for Shares tendered in the Offer is subject to all the terms and conditions of the Offer.

Section 8.Voting Agreement.  Each Shareholder, by this Agreement and during its term, does hereby (a) agree that at any annual, special, postponed or adjourned meeting of the Shareholders of the Company it will cause the Shares such Shareholder beneficially owns to be counted as present (or absent if requested by Parent or Purchaser) thereat for purposes of establishing a quorum in order to vote or consent and (b) constitute and appoint Parent and Purchaser, or any nominee thereof, with full power of substitution, during and for the term of this

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Agreement, as his, her or its true and lawful attorney and proxy for and in his, her or its name, place and stead, to vote all the Shares such Shareholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the Shareholders of the Company (and this appointment will include the right to sign his, her or its name (as Shareholder) to any consent, certificate or other document relating to the Company that the laws of the Commonwealth of Pennsylvania may require or permit), in the case of both (a) and (b) above, (x) in favor of approval and adoption of the Merger Agreement and approval and adoption of the Merger and the other transactions contemplated thereby and (y) against (1) any Acquisition Proposal, (2) any action or agreement that could reasonably be expected to result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement or this Agreement and (3) the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) (A) any change in a majority of the persons who constitute the board of directors of the Company or any of its subsidiaries as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of the Company’s or any of its subsidiaries’ articles or certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company’s or any of its subsidiaries’ corporate structure or business; or (D) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger and the other transactions contemplated by this Agreement and the Merger Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, and each Shareholder declares that it is irrevocable until this Agreement shall terminate in accordance with its terms.  Each Shareholder hereby revokes all and any other proxies with respect to the Shares that such Shareholder may have heretofore made or granted.  For Shares as to which a Shareholder is the beneficial but not the record owner, such Shareholder shall use his, her or its reasonable best efforts to cause any record owner of such Shares to grant to Parent a proxy to the same effect as that contained herein.  Each Shareholder hereby agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Shareholder’s identity and ownership of Securities and the nature of his, her or its commitments, arrangements and understandings under this Agreement.

Section 9.No Solicitation.  Each Shareholder agrees that neither such Shareholder (in his, her or its capacity as such) nor any of such Shareholder’s officers, directors, employees, trustees (in their capacities as such), representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by any of them) will directly or indirectly initiate, solicit or encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate, any inquiries or the making or submission of any Acquisition Proposal, or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain or induce any person to make or submit an Acquisition Proposal or agree to or endorse any Acquisition Proposal or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing or authorize or permit any of its officers, directors, employees, trustees

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(in their capacities as such) or any of its affiliates or any investment banker, financial advisor, attorney, accountant or other representative or agent retained by any of them to take any such action.  Each Shareholder shall promptly (and in any event within one business day) advise Parent in writing of the receipt of request for information or any inquiries or proposals relating to an Acquisition Proposal.  The terms of this Section 9 shall not restrict or limit the effect of Section 24 hereof.

Section 10.Grant of Purchase Option.

(a)Each Shareholder hereby grants to Parent and Purchaser an irrevocable option (the “Purchase Option”) to purchase for cash, in a manner set forth below, any or all of the Shares (and including Shares acquired after the date hereof by such Shareholder) beneficially owned by the Shareholder at a price (the “Exercise Price”) per Share equal to $3.90 per share of Company Common Stock.  In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Exercise Price will be appropriately adjusted for the purpose of this Section 10.

(b)In the event that (i) the Purchase Option has been exercised, in whole or in part with respect to any Shareholder, (ii) the Merger is consummated and (iii) Parent and Purchaser have increased the price per share of either the Company Common Stock payable in the Merger above the Exercise Price set forth in Section 10(a) (it being understood that the payment of any amounts pursuant to the exercise of dissenters’ rights will not be considered for this purpose), Parent shall pay to each Shareholder from whom Parent or Purchaser purchased Purchase Option Shares, within two business days following the Effective Time of the Merger, by certified check or official bank check in immediately available funds or by wire transfer of immediately available funds, as such Shareholder may direct, an amount equal to the excess of (A) the price per share paid for the Company Common Stock in the Merger over (B) the Exercise Price of the Company Common Stock, purchased by Parent or Purchaser from such Shareholder upon exercise of the Purchase Option.

Section 11.Exercise of Purchase Option.

(a)Subject to the conditions set forth in Section 13 hereof, the Purchase Option may be exercised by Parent or Purchaser, in whole or in part, at any time or from time to time after the occurrence of any Trigger Event (as defined below).  The Company shall notify Parent promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by the Company or the Shareholder is not a condition to the right of Parent or Purchaser to exercise the Purchase Option.  In the event Parent or Purchaser wishes to exercise the Purchase Option, Parent shall deliver to each Shareholder a written notice (an “Exercise Notice”) specifying the total number of Shares it wishes to purchase from such Shareholder.  Each closing of a purchase of Shares (a “Closing”) will occur at a place, on a date and at a time designated by Parent or Purchaser in an Exercise Notice delivered at least five business days prior to the date of the Closing.

(b)A “Trigger Event” means any one of the following: (i) the Offer has expired but, due to the failure of the Shareholder in breach of this Agreement to validly

8

tender and not withdraw all of the then outstanding Shares beneficially owned by such Shareholder, the Purchaser has not accepted for payment or paid for any Shares pursuant to the Offer or (ii) the Offer has expired and the Parent or Purchaser has waived the Minimum Condition and accepted any Shares for purchase pursuant to the Offer.

(c)If requested by Parent and Purchaser in the Exercise Notice and only if necessary and sufficient to achieve the Minimum Condition (together with other similarly placed Shareholders), such Shareholder shall exercise all Options (to the extent exercisable) and other rights (including conversion or exchange rights) beneficially owned by such Shareholder and shall sell the Shares acquired pursuant to such exercise to Parent or Purchaser as provided in this Agreement.

(d)The Company agrees that immediately upon the purchase of any Shares by Purchaser or any of its affiliates pursuant to the Purchase Option, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the increase in the size of such Board pursuant to this Section 11) and (ii) the percentage that the number of votes represented by Shares beneficially owned by Purchaser and its affiliates (including Shares so purchased pursuant to the Purchase Option) bears to the number of votes represented by Shares then outstanding.  In furtherance thereof, the Company covenants to Parent and Purchaser that it and its Board of Directors shall, upon the request of Parent, use their best efforts promptly either to increase the size of its Board of Directors or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable such designees of Parent to be so elected or appointed to the Company’s Board of Directors, and, subject to applicable law, the Company shall take all actions available to the Company to cause such designees of Parent to be so elected or appointed (including by calling a special meeting of its shareholders if so requested by Parent or Purchaser).  At such time, the Company shall, if requested by Parent, subject to applicable law, also take all action necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company’s Board of Directors of (i) each committee of the Company’s Board of Directors, (ii) each board of directors (or similar body) of each subsidiary of the Company and (iii) each committee (or similar body) of each such board.  Such designees of Purchaser shall be assigned to the classes of directors having the latest possible expiration dates for their terms of office at the time of such election.

Section 12.Termination of Purchase Option.  The Purchase Option will terminate upon the earliest of: (i) the Effective Time; (ii) termination of the Merger Agreement; or (iii) the exercise in full of the Purchase Option and consummation of the Closing with respect thereto.  Upon the giving by Parent or Purchaser to a Shareholder of the Exercise Notice and the tender of the aggregate Exercise Price, Parent or Purchaser, as the case may be, subject to applicable law and the conditions of Section 13, will be deemed to be the holder of record of the Shares transferable upon such exercise, notwithstanding that the stock transfer books of the Company are then closed or that certificates representing such Shares have not been actually delivered to Parent.

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Section 13.Conditions To Closing.  The obligation of each Shareholder to sell such Shareholder’s Shares to Parent or Purchaser hereunder is subject to the condition that no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such sale or acquisition is in effect.

Section 14.Closing.  At any Closing with respect to Shares beneficially owned by a Shareholder, (i) such Shareholder will deliver to Parent or Purchaser, as the case may be, a certificate or certificates in definitive form representing the number of the Shares specified by Parent or Purchaser, as the case may be, in its Exercise Notice, such certificate to be registered in the name of Parent or Purchaser, as the case may be, and (ii) Parent or Purchaser, as the case may be, will deliver to the Shareholder the aggregate Exercise Price (and if a Specified Shareholder, less any Incentive Payments owed by such Specified Shareholder in accordance with Section 19(b) hereof) for the Shares so specified and being purchased by wire transfer of immediately available funds.  Such Shareholder will pay all Shareholder’s expenses, and any and all United States federal, state and local transfer taxes and other similar charges that may be payable in connection with the preparation, issue and delivery of stock certificates under this Section 14 in the name of Parent or Purchaser, as the case may be.  At the Closing, each Shareholder shall deliver to Parent or Purchaser, as the case may be, good title to all of the Securities beneficially owned by it, free and clear of any Liens.

Section 15.No Impairment.  The Company will not take any action that will in any way destroy or materially diminish or impair the rights and preferences attributable to the Shares (including the voting rights and power, economic rights and the percentage ownership interest represented by the Shares) purchased pursuant to or subject to the Purchase Option, including, without limitation, issuance of additional capital stock of the Company or securities convertible, exercisable or representing a right to such capital stock, amending the Articles of Incorporation or Bylaws of the Company, declaring a stock dividend, declaring a stock split, recapitalizing the Company, reclassifying the capital stock of the Company, reorganizing the Company, or combining or exchanging shares of capital stock or other securities of the Company.

Section 16.No Inconsistent Agreements.  No Shareholder shall enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions of this Agreement.

Section 17.Termination.  Subject to Section 26(a), this Agreement will terminate (a) upon the earlier to occur of (i) the termination of the Purchase Option pursuant to clause (i) of Section 12, (ii) 90 days after the final Closing, except for Sections 12, 18 and 19 hereof, which will only terminate, if at all, as and when provided therein, or (iii) the termination of the Merger Agreement or (b) by the mutual consent of each Shareholder as to its rights and obligations hereunder, the Board of Directors of the Company and the Board of Directors of Parent.

Section 18.Specified Shareholder Obligations.

(a)Messrs. Joseph Weiderman and Theodore Schwartz hereby waive and release all rights, payments or other benefits which may be payable to them in connection with or as a result of the consummation of the Offer or Merger, in any way related to their

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respective roles as employees and directors of the Company or its subsidiaries, including without limitation, under the Change of Control Agreements, dated January 1, 2001, by and between the Company and each of Joseph Weiderman and Theodore Schwartz, or any other change in control agreements, severance agreements, employment agreements and other agreements.  Messrs. Joseph Weiderman and Theodore Schwartz expressly acknowledge that the only payments, benefits or other compensation that may be payable to them by any of Parent, Purchaser, the Company or any of their subsidiaries or affiliates in connection with or as a result of the transactions contemplated by the this Agreement or the Merger Agreement, is the Common Stock Price in the Offer, the Merger Consideration in the Merger or the Exercise Price upon exercise of the Purchase Option, as applicable, except for miscellaneous benefits granted to or conferred upon either of them by the Company after the date of this Agreement and prior to the Effective Time that will not exceed $25,000 in the aggregate for each individual.

(b)In order to induce Parent and Purchaser to enter into this Agreement and the Merger Agreement and to consummate the transactions relating to the Options contemplated by the Merger Agreement, immediately prior to (and subject to) the acceptance of any shares of Company Common Stock for payment by Purchaser or Parent under the Offer, or with respect to a given Specified Shareholder (as defined below), concurrently with Purchaser’s exercise of the Purchase Option with respect to Shares held by such Specified Shareholder, the Shareholders listed on Schedule B hereto (the “Specified Shareholders”) shall be obligated to make the payments (the “Incentive Payments”) to Parent as set forth on Schedule B hereto.  Purchaser is hereby authorized to reduce the Cash Payment to be made to the Specified Shareholders by the amount of their respective Incentive Payments.  If Parent or Purchaser shall fail to purchase any Shares validly tendered and not withdrawn in the Offer by a Specified Shareholder, in accordance with the terms of the Offer Documents and applicable law, or if not so tendered, if Purchaser shall fail to consummate the Merger and the Merger Agreement shall terminate, Purchaser shall be obligated to refund to any Specified Shareholder any such Incentive Payments that were actually made by such Specified Shareholder (except to the extent such Incentive Payment is paid in connection with the exercise of the Purchase Option).

(i)The parties hereto intend for the Incentive Payments to be treated as a reduction in the Cash Payments payable for such Shareholder’s Options in accordance with Section 2.10 of the Merger Agreement for accounting and tax purposes.

Section 19.Covenant Not To Compete.  In order to induce Parent and Purchaser to enter into this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, Messrs. Joseph Weiderman and Theodore Schwartz (the “Specified Executives”) hereby agree as follows:

(a)Each Specified Executive agrees that, from the date of acceptance of any Shares pursuant to the Offer or the purchase of any Shares pursuant to the Purchase Option and for five years thereafter, such Specified Executive shall not directly or indirectly, anywhere in the United States, engage in any business which is the same as, similar to, or in competition with the business of the Company and the Surviving Corporation or any of its subsidiaries.  Each Specified Executive acknowledges that the restrictions contained herein, in

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view of the nature of the business in which such Specified Executive is or has been engaged, are reasonable and necessary to protect the legitimate interest of the Company and the Surviving Corporation or any of its subsidiaries, that Parent and Purchaser would not have entered into this Agreement or the Merger Agreement or been willing to consummate the transactions contemplated thereby without the benefit of such restrictions, and that any violation of any of these restrictions would result in irreparable injury to Parent, Company and the Surviving Corporation or any of its subsidiaries.  Each Specified Executive acknowledges that in the event of a violation of any such restrictions, the Company and the Surviving Corporation will be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all earnings, profits and other benefits arising from such violation which rights shall be cumulative and in addition to any other rights or remedies to which Company and the Surviving Corporation may be entitled.  In the event that any such Specified Executive shall engage, directly or indirectly, in any business in competition with the business of the Company and the Surviving Corporation, the non-competition time period referred to above shall be extended by a period of time equal to that period beginning when such violation commenced, and ending when the activities constituting such violation shall have finally been terminated in good faith.

(b)In addition, at all times after the date of this Agreement, each Specified Executive shall not disclose confidential information of the Company or the Surviving Corporation in violation of the Merger Agreement to any other person, entity, corporation, trust, association or partnership.  For the purposes hereof, the term “confidential information” shall include, but not be limited to, all lists or the identity of any customers, suppliers, creditors or contacts of the Company, the Surviving Corporation or any of their subsidiaries.  It shall also include any and all information pertaining to any formulas, business opportunities, processes, techniques, plans, contracts, sales or other financial data of Company or Surviving Corporation.

(c)Notwithstanding anything to the contrary contained herein, in the event that any court of equity determines that time period, geographic scope and/or business scope of this restrictive covenant is held to be unenforceably long or broad, as the case may be, then, and either such event, neither the enforceability nor the validity of this section as a whole shall be affected.  Rather, the time period and/or scope of the restriction so affected shall be reduced to the maximum permitted by law.

Section 20.Expenses.  Except as otherwise expressly provided herein or in the Merger Agreement, all costs and expenses incurred by any of the parties hereto will be borne by the party incurring such costs and expenses.  Parent and Purchaser, on the one hand, and the Company and the Shareholders, on the other hand, will indemnify and hold harmless the other from and against any and all claims or liabilities for finder’s fees or brokerage commissions or other like payments incurred by reason of action taken by him, her or it or any of them, as the case may be, provided that a Shareholder shall only be obligated to so indemnify and hold harmless Parent or Purchaser from and against any such claims by reason of any action taken by such Shareholder.

Section 21.Further Assurances.  Each party hereto will execute and deliver all such further documents and instruments and take all such further action as may be reasonably necessary in order to consummate the transactions contemplated hereby.  The Company

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covenants to Parent and Purchaser that it and its Board of Directors shall (i) use its reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Purchase Option and the Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any of the Transactions, use its reasonable best efforts to ensure that the Purchase Option and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Merger Agreement and otherwise to minimize the effect of such statute or regulation on the Purchase Option and the other Transactions.

Section 22.Publicity.  A Shareholder shall not issue any press release or otherwise make any public statements with respect to this Agreement or the Merger Agreement or the other transactions contemplated hereby or thereby without the consent of Parent and Purchaser, except as may be required by law or applicable stock exchange or NASDAQ rules.

Section 23.Stop Transfer Order.  The Company agrees with, and covenants to, Parent and Purchaser that the Company shall not register the transfer of any certificate representing any Shareholder’s Securities unless such transfer is made in accordance with the terms of this Agreement.  The Company and such Shareholder agree to take all reasonable steps to place with the Company’s transfer agent a stop transfer order on such Securities.

Section 24.Shareholder Capacity.  No person executing this Agreement makes any agreement or understanding herein in such Shareholder’s capacity as a director or officer of the Company or any subsidiary of the Company.  Each Shareholder signs solely in such Shareholder’s capacity as the beneficial owner of such Shareholder’s Shares and nothing herein shall limit or affect any actions taken by a Shareholder in such Shareholder’s capacity as an officer or director of the Company or any subsidiary of the Company to the extent specifically permitted by the Merger Agreement (including Section 6.1 of the Merger Agreement).  Each Shareholder agrees not to take any action that will violate Section 6.1 of the Merger Agreement.

Section 25.Enforcement.  Each Shareholder and the Company acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by any Shareholder or the Company.  It is accordingly agreed that Parent and Purchaser will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.  Each Shareholder and the Company further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.  The provisions of this paragraph are without prejudice to any other rights that another party hereto may have against another party hereto for any failure to perform its obligations under this Agreement.  In addition, each Shareholder hereto (i) consents to submit to the personal jurisdiction of the United States District Court for the Eastern District of Pennsylvania and, in the absence of Federal jurisdiction, the state courts located in Philadelphia County in the event any dispute arises out of this Agreement or any of the transactions contemplated hereby, (ii) agrees not to attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees not to bring any action relating to this Agreement or any of the

13

transactions contemplated hereby in any court other than the courts specified in clause (i) above and (iv) waives any right to trial by jury with respect to any claim or proceeding related to or arising out of this Agreement or any of the Transactions.  In furtherance of the foregoing, each Shareholder and the Company hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts specified in clause (i) above, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.  The Company and each Shareholder hereby designates, appoints and empowers the Company as their true and lawful agent and attorney in-fact in their name, place and stead to receive and accept on their behalf service of process in any action, suit or proceeding with respect to any matters as to which it has submitted to jurisdiction as set forth above.

Section 26.Miscellaneous.

(a)All representations and warranties contained herein will terminate as provided in Section 17(a), except that the representations and warranties contained in Section 2 (a) shall survive for three years after the date of this Agreement and the representations and warranties contained in Sections 2(b)-(g), inclusive, and Section 3 and Section 4 will survive for one year after the termination of the Purchase Option as set forth in Section 12.  The covenants and agreements made herein will survive in accordance with their respective terms.  The representations and warranties given by each Shareholder herein are not in derogation or limitation of the representations and warranties given by such Shareholder in any letters of transmittal or similar documents executed and delivered by such Shareholder pursuant to the Offer or the Merger.

(b)Each Shareholder approves and consents to the cancellation of their Options in exchange for the Cash Payments subject to the terms and conditions set forth in the Merger Agreement.

(c)Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits thereof.  No such waiver, amendment or supplement will be effective unless in writing and signed by the party or parties sought to be bound thereby.  Any waiver by any party of a breach of any provision of this Agreement will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.  The failure of a party to insist upon strict adherence to any term of this Agreement or one or more sections hereof will not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(d)This Agreement, together with the Merger Agreement and the other agreements referred to herein and therein, constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements among the parties with respect to such matters.

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(e)This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of laws principles thereof.

(f)The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.  Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”  All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any agreement, instrument, statute or rule defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, statute or rule as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and rules) by succession of comparable successor statutes and rules and all attachments thereto and instruments incorporated therein.  References to a person are also to its permitted successors and assigns.

(g)All notices and other communications hereunder will be in writing and will be given (and will be deemed to have been duly given upon receipt) by delivery in person, by telecopy, or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to the Company to:

Berger Holdings, Ltd.

805 Pennsylvania Boulevard

Feasterville, PA  19053

Attention:  President

Facsimile:  215-953-7750

With a copy to:

Wolf, Block, Schorr and Solis-Cohn LLP

1650 Arch Street

Philadelphia, PA  19103

Attention:  Jason M. Shargel

Telecopy:  215-977-2334

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If to Parent or Purchaser to:

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

Attention:  Chief Executive Officer

Facsimile:  (770) 263-8031

with copies to:

Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA  19103

Attention:  Geraldine A. Sinatra

Telecopy:  215-994-2222

If to a Shareholder, at the address set forth on the signature pages hereto or, if no such address is specified, c/o the Company to the Company’s address as set forth above; or in each case to such other address as any party may have furnished to the other parties in writing in accordance herewith.

(h)This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one agreement.

(i)This Agreement is binding upon and is solely for the benefit of the parties hereto and their respective successors, legal representatives and assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned by any of the parties hereto without the prior written consent of the other parties, except that Parent and Purchaser will have the right to assign to any direct or indirect wholly owned subsidiary of Parent or Purchaser permitted to be substituted for Purchaser or Parent under the Merger Agreement any or all rights and obligations of Parent or Purchaser under this Agreement, provided that any such assignment will not relieve either Parent or Purchaser from any of its obligations hereunder.

(j)In the event any term or provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement will nevertheless remain in full force and effect. Upon any such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the fullest extent possible.

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(k)All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

(l)The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

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IN WITNESS WHEREOF, each of the Company, Parent and Purchaser has caused this Agreement to be signed by its officer or director thereunto duly authorized and each Shareholder has signed this Agreement, all as of the date first written above.

EURAMAX INTERNATIONAL, INC.
By:	/s/ J. David Smith
	Name: J. David Smith
	Title: President
AMERIMAX PENNSYLVANIA, INC.
By:	/s/ J. David Smith
	Name: J. David Smith
	Title: President
BERGER HOLDINGS, LTD.
By:	/s/ Joseph F. Weiderman
	Name: Joseph F. Weiderman
	Title: President and Chief Executive Officer

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SHAREHOLDERS:

/s/ Theodore A. Schwartz

Theodore A. Schwartz

/s/ Joseph F. Weiderman

Joseph F. Weiderman

/s/ Paul L. Spiese, III

Paul L. Spiese, III

/s/ Francis E. Wellock, Jr.

Francis E. Wellock, Jr.

/s/ Jacob I. Haft

Jacob I. Haft, M.D.

/s/ Larry Falcon

Larry Falcon

/s/ Jay Seid

Jay Seid

/s/ John P. Kirwin, III

John P. Kirwin, III

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/s/ Jon M. Kraut, D.M.D.
Jon M. Kraut, D.M.D.
IRVING KRAUT Q-TIP TRUST
By:	/s/ Jon M. Kraut, D.M.D.
	Jon M. Kraut, D.M.D., co-trustee
IRVING KRAUT FAMILY TRUST
By:	/s/ Jon M. Kraut, D.M.D.
	Jon M. Kraut, D.M.D., co-trustee

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SCHEDULE A

Shareholder	Common Stock	Exercisable Options	Unexercisable Options
Theodore A. Schwartz	234,045	375,000	—
Joseph F. Weiderman	156,228	347,500	—
Paul L. Spiese, III	147,883	405,000	—
Francis E. Wellock, Jr.	31,000	319,000	—
Irving Kraut Q-TIP Trust	59,931	105,000	—
Irving Kraut Family Trust	200,000	—	—
Jon M. Kraut, D.M.D.	99,500	25,000	—
Jacob I. Haft, M.D.	125,366	130,000	—
Larry Falcon	37,791	115,000	—
Jay Seid	21,500	65,000	—
John Paul Kirwin, III	8,300	65,000	—

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SCHEDULE B

Shareholder		Incentive Payment
Theodore A. Schwartz		$	48,750
Joseph F. Weiderman		$	45,175
Paul L. Spiese, III		$	52,650
Francis E. Wellock, Jr.		$	41,470
Irving Kraut Q-TIP Trust		$	13,650
Jon M. Kraut, D.M.D.		$	3,250
Jacob I. Haft, M.D.		$	16,900
Larry Falcon		$	14,950
Jay Seid		$	8,450
John Paul Kirwin, III		$	8,450
	TOTAL:	$	253,695

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EX-99.D3

Exhibit (d)(3)

EXECUTION COPY

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT dated as of October 10, 2003 (this “Agreement”) by and among Euramax International, Inc., a Delaware corporation (“Parent”), Amerimax Pennsylvania, Inc., a Pennsylvania corporation and an indirect subsidiary of Parent (the “Purchaser”), and Berger Holdings, Ltd., a Pennsylvania corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution and delivery of this Agreement, the parties hereto are entering into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time, the “Merger Agreement”) which provides, upon the terms and subject to the conditions set forth therein, for (i) Parent and Purchaser to commence a tender offer (such offer, including any amendments and changes thereto (including those contemplated by the Merger Agreement), the “Offer”) to purchase all of the outstanding shares of common stock, par value $.01 per share (the “Company Common Stock”), of the Company at a price of $3.90 per share, net to the seller in cash, without interest (the “Offer Price”) and (ii) the subsequent merger of Purchaser with and into the Company (the “Merger”) on the terms and conditions set forth in the Merger Agreement;

WHEREAS, as a condition to the willingness of Parent and Purchaser to enter into the Merger Agreement, Parent and Purchaser have required that the Company agree, and in order to induce Parent and Purchaser to enter into the Merger Agreement, the Company has agreed, to grant to Purchaser certain options to purchase shares of Company Common Stock (shares of Company Common Stock being for purposes hereof, the “Shares”) upon the terms and subject to the conditions of this Agreement; and

WHEREAS, capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

The Top-up Option

Section 1.01.Grant of Top-Up Stock Option.  Subject to the terms and conditions set forth herein, the Company hereby grants to Purchaser an irrevocable option (the “Top-Up Stock Option”) to purchase that number of authorized but unissued Shares (the “Top-Up Option Shares”) equal to the number of Shares that, when added to the number of Shares owned by Purchaser and Parent immediately following consummation of the Offer, shall constitute 80.01% of the Fully Diluted Shares (assuming the issuance of the Top-Up Option Shares) at a purchase

price per Top-Up Option Share equal to the Offer Price; provided, however, that in no event shall Purchaser have the right hereunder to purchase a number of Shares that exceeds 19.9% of the outstanding Shares on the date hereof.  The Company agrees to provide Parent and Purchaser with information regarding the number of authorized Shares available for issuance on an ongoing basis.

Section 1.02.Exercise of Top-Up Stock Option.

(a)Purchaser may, at its election and in its sole discretion, exercise the Top-Up Stock Option pursuant to Section 1.02(d) below at any time after the occurrence of a Top-Up Exercise Event (as defined below) and prior to the Top-Up Termination Date (as defined below).

(b)A “Top-Up Exercise Event” shall occur for purposes of this Agreement upon Purchaser’s payment for Shares that were purchased pursuant to the Offer constituting, together with any Shares owned directly or indirectly by Parent and Purchaser, more than 70% but less than 80.01% of the Shares then outstanding.

(c)The “Top-Up Termination Date” shall occur for purposes of this Agreement upon the earlier to occur of: (i) the Effective Time and (ii) the termination of the Merger Agreement.

(d)In the event Purchaser wishes to exercise the Top-Up Stock Option, Purchaser shall send to the Company a written notice (a “Top-Up Exercise Notice,” the date of which notice is referred to herein as the “Top-Up Notice Date”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which Purchaser wishes to receive, the place for the closing of the purchase and sale pursuant to the Top-Up Stock Option (the “Top-Up Closing”) and a date not earlier than one business day nor later than ten business days after the Top-Up Notice Date for the Top-Up Closing.  The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Purchaser confirming the number of Top-Up Option Shares and the aggregate purchase price therefor.

(e)Parent and Purchaser each agree to use its reasonable best efforts to cause the consummation of the Merger to occur as promptly as practicable (and in any event no later than two (2) business days) after the Top-Up Closing.

ARTICLE 2

Closing

Section 2.01.Conditions to Closing. The obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Stock Option is subject to the following conditions:

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(a)no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Stock Option or the delivery of the Top-Up Option Shares in respect of any such exercise; and

(b)delivery of the Top-Up Option Shares would not violate, or otherwise cause a violation of, Rule 4350(i) of the NASD Manual.

Section 2.02.Closing.

(a)At the Top-Up Closing (i) the Company shall deliver to Purchaser a certificate or certificates evidencing the applicable number of Top-Up Option Shares (in the denominations designated by Purchaser in the Top-Up Exercise Notice) and (ii) Purchaser shall purchase each Top-Up Option Share from the Company at the Offer Price. Payment by Purchaser of the purchase price for the Top-Up Option Shares shall be made by delivery of immediately available funds by wire transfer to an account designated by the Company.

(b)The Company shall pay all expenses, and any and all federal, state and local taxes and other charges, that may be payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.02.

(c)Certificates evidencing Top-Up Option Shares delivered hereunder shall include legends legally required including the legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

It is understood and agreed that the foregoing legend shall be removed by delivery of substitute certificate(s) without such legend upon the sale of the Top-Up Option Shares pursuant to a registered public offering or Rule 144 under the Securities Act, or any other sale as a result of which such legend is no longer required by law.

ARTICLE 3

Additional Agreements

Section 3.01.Further Assurances. The Company shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Purchaser and Parent the power to carry out the provisions of this Agreement. If Purchaser shall exercise the Top-Up Stock Option granted hereunder in accordance with the terms of this Agreement, the Company shall, without additional consideration, execute and deliver all such further documents and instruments and take all such further action as Purchaser or Parent may reasonably request to carry out the transactions contemplated by this Agreement.

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ARTICLE 4

Representations and Warranties; Acknowledgment

Section 4.01.Representations and Warranties of Purchaser.  Purchaser hereby represents and warrants to the Company, understanding and agreeing that the Company is entering into this Agreement in part in reliance on such representations and warranties, as follows:

(a)Purchaser is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act;

(b)Purchaser is purchasing the Top-Up Option Shares and being granted the Top-Up Option for investment purposes, for its own account and not with a view to, or for sale in connection with, any distribution thereof in violation of federal or state securities laws; and

(c)By reason of its business or financial experience, Purchaser has the capacity to protect its own interest in connection with the transactions contemplated hereunder.

Section 4.02.Representations and Warranties of Company.  The Company hereby represents and warrants to Purchaser, understanding and agreeing that Purchaser is entering into this Agreement in part in reliance on such representations and warranties, that, as of the date of the Top-Up Closing, the Company’s authorized capital stock shall consist of at least that number of Shares required for the Company to issue the Top-Up Option Shares.

Section 4.03.Acknowledgment.  Purchaser has been advised by the Company that the Top-Up Option Shares and the Top-Up Option have not been registered under the Securities Act, that the Top-Up Option Shares and the Top-Up Option will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company’s reliance thereon is based in part upon the representations made by Purchaser in this Agreement.  Purchaser acknowledges that it has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities.

ARTICLE 5

Miscellaneous

Section 5.01.Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given as specified in Section 9.5 of the Merger Agreement.

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Section 5.02.Amendments; No Waivers.

(a)Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective.  Notwithstanding anything in this Agreement to the contrary, during the period from and after the date hereof but prior to the Effective Time, the Independent Directors (as defined in the Merger Agreement) are required to approve (i) any amendment or modification of this Agreement on behalf of the Company and (ii) any waiver of any of the Company’s rights or remedies hereunder.

(b)No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 5.03.Expenses. Except as otherwise provided herein or in Section 8.3 of the Merger Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 5.04.Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Purchaser may transfer or assign, in whole or from time to time in part, to one or more of its affiliates permitted to be substituted for Purchaser under the Merger Agreement, the right to purchase all or a portion of the Top-Up Option Shares pursuant to this Agreement, but no such transfer or assignment will relieve Purchaser of its obligations under this Agreement.

Section 5.05.Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the principles of conflicts of law thereof or of any other jurisdiction.  All parties hereto hereby irrevocably waive a trial by jury in any proceedings arising out of this Agreement or matters related hereto.

Section 5.06.Counterparts; Effectiveness; Benefit. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties hereto and their respective successors and assigns.

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Section 5.07.Entire Agreement. This Agreement and the Merger Agreement (including the documents and instruments referred therein) constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 5.08.Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 5.09.Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 5.10.Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the United States District Court for the Eastern District of Pennsylvania and, in the absence of Federal jurisdiction, in the state courts located in Philadelphia County in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, and each party will not attempt to deny or defeat personal jurisdiction or venue in any such court by motion or other request for leave from any such court.

Section 5.11.Submission to Jurisdiction; Waivers.  Each of the Company, Parent and Purchaser irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns shall be brought and determined in the in the United States District Court for the Eastern District of Pennsylvania and, in the absence of Federal jurisdiction, in the state courts located in Philadelphia County, and each of the Company, Parent and Purchaser hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.  Each of the Company, Parent and Purchaser hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment

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prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action, or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BERGER HOLDINGS, LTD.
By:		/s/ Joseph F. Weiderman
	Name: Joseph F. Weiderman
	Title: President and Chief Executive Officer
AMERIMAX PENNSYLVANIA, INC.
By:		/s/ J. David Smith
	Name: J. David Smith
	Title: President
EURAMAX INTERNATIONAL, INC.
By:		/s/ J. David Smith
	Name: J. David Smith
	Title: President

8

EX-99.D4

Exhibit (d)(4)

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

Private and Confidential

August 4, 2003

Berger Holdings, Ltd.

c/o Mr. Francis E. Wellock, Jr.

Chief Financial Officer

805 Pennsylvania Boulevard

Feasterville, PA 19053

                Re:  Confidentiality and Exclusivity Agreement

Ladies and Gentlemen:

                In connection with a possible transaction (a “Transaction”) involving Berger Holdings, Ltd. (the “Company”) and Euramax International, Inc. (the “Recipient”), the Company desires to provide to the Recipient and to the Recipient’s directors, officers, employees, agents, advisors, attorneys, accountants, consultants, financing sources and other representatives (the “Representatives”) certain information relating to the Company and its operations on the terms set forth herein.

                During the period ending 45 days after the date of this letter agreement (the “Exclusivity Period”), the Company shall afford, and cause its subsidiaries, affiliates, officers and agents to afford, to the Recipient and its Representatives reasonable and timely access to certain personnel and properties, business, and financial, non-privileged legal, real estate, tax and other data and information of the Company and its subsidiaries as reasonably requested by Recipient or its Representatives; provided, however, that the parties acknowledge that they are competitors of each other and agree that the Company shall have the right to withhold from Recipient and its Representatives any data or information the sharing of which could have an adverse competitive impact on the Company or its subsidiaries or could be damaging to the Company’s or any of its subsidiaries’ competitive positions.  Each party acknowledges and agrees that nothing in this letter agreement, nor any exchange of information in connection herewith, shall affect or limit the extent to which the parties may compete with each other in their business activities.

                As a condition to such information being furnished to the Recipient and certain of its Representatives, the Recipient agrees to treat in accordance with the provisions of this letter agreement any information concerning the Company that is furnished by the Company or any of its representatives to the Recipient or its Representatives pursuant hereto or pursuant to the Confidentiality Agreement regarding the Company dated September 13, 2002 (as amended on

May 26, 2003) between Recipient and Houlihan Lokey Howard & Zukin Capital (as financial advisor to the Company) (the “Confidential Information”).

                The term “Confidential Information” shall be deemed to include, without limitation, all analyses, compilations, interpretations or other documents prepared by the Recipient or its Representatives that contain, reflect or are based upon, in whole or in part, the Confidential Information. Notwithstanding the forgoing or anything to the contrary contained herein, the term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by or on behalf of the Recipient or its Representatives in breach of this letter agreement, (ii) is known to the Recipient or its Representatives on a non-confidential basis prior to disclosure to the Recipient or its Representatives by or on behalf of the Company, or is or becomes available to the Recipient or its Representatives on a non-confidential basis from a source other than the Company or its representatives, which source is not known to the Recipient to be prohibited from disclosing such information to the Recipient or its Representatives by a legal, contractual or fiduciary obligation to the Company, (iii) is otherwise independently developed by the Recipient without use of the Confidential Information or (iv) is or was received by Recipient from any employee of Recipient or any employee of any affiliate of Recipient, regardless of the date of disclosure.

                The Recipient hereby agrees that the Confidential Information will be used solely for the purpose of evaluating a possible Transaction, and that such information will be kept strictly confidential and that the Recipient and its Representatives will not disclose any of the Confidential Information in any manner; provided, however, that (i) the Recipient may make any disclosure of such information to which the Company gives its prior written consent, (ii) the Recipient may disclose Confidential Information to such of its Representatives who need to know such information to evaluate a Transaction and who are directed by the Recipient to keep such information confidential and (iii) the Recipient may disclose such Confidential Information to the extent required by applicable laws, governmental regulations, or judicial or regulatory proceedings, including without limitation federal securities laws (subject to the provisos in the last sentence of this paragraph and the provisions of the next paragraph).  The Recipient will be responsible for any breach of this letter agreement by its Representatives.  Each party hereto agrees to keep confidential and not disclose publicly or to any third party (other than to its Representatives on a need to know basis) the existence of this letter agreement or the fact that discussion or negotiations regarding a Transaction are taking place between the parties, except to the extent required by applicable laws, governmental regulations, or judicial or regulatory proceedings, including without limitation federal securities laws, provided, however, that the party so disclosing shall give the other party written notice of the intent to make such disclosure and the content of such disclosure as far in advance of its disclosure as is practicable, and provided further, however, that if the non-disclosing party determines that the content of such proposed disclosure would, in its absolute and sole discretion, identify such non-disclosing party, such party shall have the right to immediately terminate the Exclusivity Period.

                In the event that the Recipient or any of its Representatives are requested in any proceeding to disclose any Confidential Information, the Recipient will give the Company prompt written notice of such request so that the Company may seek an appropriate protective

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order.  If in the absence of a protective order the Recipient or any of its Representatives are compelled in a proceeding to disclose Confidential Information, the Recipient or such Representative may disclose without liability under this letter agreement such portion of the Confidential Information that counsel advises the Recipient or such Representative that the failure to so disclose such Confidential Information would reasonably be expected to be inconsistent with the Recipient’s or such Representative’s obligations under applicable law; provided, however, that the Recipient gives the Company written notice of the information to be disclosed as far in advance of its disclosure as is practicable and uses all reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

Although the Company will endeavor to include in the Confidential Information information that the Company believes to be relevant for the purpose of the Recipient’s investigation, the Recipient understands that neither the Company nor any of the Company’s representatives have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information.  The Recipient agrees that neither the Company nor the Company’s representatives shall have any liability to the Recipient or any of its Representatives resulting from the use of the Confidential Information.  The Recipient and the Company each further acknowledge and agree that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or its Representatives with regard to a Transaction, and to terminate discussions and negotiations with the other party at any time and for any or no reason.

All documents and other materials prepared by the Company and in the possession of the Recipient or its Representatives that embody any of the written, electronic or other tangible  Confidential Information will, as requested by the Company, be returned to the Company or destroyed by the Recipient (with confirmation in writing of such destruction) with reasonable promptness upon the written request of the Company, and except as required by law or judicial or investigative process no copies or other reproductions shall be retained by the Recipient or its Representatives.  At the Company’s request, the Recipient will destroy (and confirm in writing such destruction to the Company) all other documents and materials in the possession of the Recipient or its Representatives that embody any of the Confidential Information, including, without limitation, all Confidential Information that consists of analyses, forecasts or studies prepared by the Recipient or any of its Representatives.

The Company agrees that during the Exclusivity Period it shall not, and shall cause its subsidiaries, representatives, officers, directors, agents, stockholders or affiliates (all such persons, together with the Company, the “Company Group”) not to, initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any person other than the Recipient (an “Acquisition Proposal”) to acquire all or any significant part of the business and properties, capital stock or capital stock equivalents of the Company or its subsidiaries, whether by merger, purchase of stock, purchase of assets, tender offer or otherwise (a “Third Party Acquisition”), or provide any non-public information to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement, or understanding requiring it to abandon, terminate or fail to consummate any Transaction, provided, however, that nothing contained herein shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the

3

Securities Exchange Act of 1934, as amended, or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company’s board of directors, after consultation with outside counsel, failure to so disclose would reasonably be expected to be inconsistent with its obligations under applicable law.  If any member of the Company Group receives any written indications of interest, requests for information or offers in respect of an Acquisition Proposal during the Exclusivity Period, the Company agrees to inform the persons sending such indications, requests or offers that the Company Group is bound by an exclusivity arrangement (without any reference to the Recipient or its affiliates).  Except for agreements, arrangements or understandings relating to brokerage or investment banking services, the Company represents that no member of the Company Group is party to or bound by any agreement with respect to an Acquisition Proposal other than under this letter agreement.

Each party agrees that money damages may not be a sufficient remedy for any breach of this letter agreement by the other party or its Representatives, and that in addition to all other remedies each party shall be entitled to seek specific performance and to seek injunctive or other equitable relief as a remedy for any such breach without proof of actual damages.  Each party agrees not to oppose the granting of such relief, and to waive, and to use its best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with such remedy.

This letter agreement will terminate upon the earliest of (i) mutual agreement of the parties, (ii) the consummation of a Transaction with the Recipient or (iii) two (2) years after the date hereof.

This letter agreement contains the entire agreement between the Recipient and the Company concerning the subject matter hereof.  No amendment, modification or discharge of this letter agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and signed by the Recipient and the Company.  Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair a party’s rights in any other respect or at any other time.  Each party also agrees that no failure or delay by the other party in exercising any right, power or privilege under this letter agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this letter agreement.

This letter agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its conflict of laws principles or rules to the extent that the application of the law of another jurisdiction would be required thereby.

Each party agrees and acknowledges that this letter agreement does not obligate the parties to enter into definitive agreements for a Transaction.  Neither party hereto shall be entitled to any recourse, in the form of damages or otherwise, for expenses incurred or benefit conferred before or after the date of this letter agreement in the event there is a failure for any reason to finalize the negotiations with respect to any Transaction.  Each party represents to the other that it has full authority to execute, deliver and perform this letter agreement on its own

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behalf.  This letter agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter agreement to the undersigned, whereupon this letter agreement will constitute our agreement with respect to the subject matter hereof.

Very truly yours,
EURAMAX INTERNATIONAL, INC.
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Chairman, President, and ChiefExecutive Officer

Accepted and Agreed to as of the date hereof:
BERGER HOLDINGS, LTD.
By:	/s/ Francis E. Wellock, Jr.
	Name:	Francis E. Wellock, Jr.
	Title:	Chief Financial Officer

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EX-99.D5

Exhibit (d)(5)

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”), entered into as of October 10, 2003, by and between Amerimax Pennsylvania, Inc., hereinafter “Amerimax PA” and FRANCIS E. WELLOCK, JR., hereinafter the “Employee.”

WITNESSETH:

WHEREAS, Employee entered into an Employment Agreement with Berger Holdings, Ltd. (“Berger”) dated January 1, 2001, as amended (the “2001 Agreement”) and a Change of Control Agreement with Berger dated January 1, 2001 (the “Change of Control Agreement”);

WHEREAS, Amerimax PA, Berger and Euramax International, Inc. (“Euramax”) have entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) dated the date hereof.  Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Merger Agreement;

WHEREAS, Amerimax PA and Employee wish to enter into a new Employment Agreement on the terms set forth herein;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto intending to be legally bound hereunder, agree as follows:

1.             TERM OF EMPLOYMENT

Subject to the terms and conditions hereinafter set forth and effective upon the Effective Time of the Merger, the Surviving Corporation of the Merger of Amerimax PA and Berger (the “Employer”) hereby agrees to employ Employee for a term of two years beginning on the date of the Merger and ending on the second anniversary of the date of the Merger (the “Term”).

2.             SCOPE OF EMPLOYMENT

During the Term, Employee shall serve as Director of Operations of Employer, reporting to the President of Amerimax Home Products, Inc.  Employee shall faithfully render and perform such services as are necessary to fulfill the responsibilities of the office of Director of Operations, and such services as may be assigned to him by or under the authority of the Board of Directors of Employer.  Employee shall devote full time efforts to the business affairs of Employer and shall render such services to the best of his ability in the best interests of Employer.  Employee shall maintain his offices at 805 Pennsylvania Blvd., Feasterville, Pennsylvania, or at such other addresses to which Employer may relocate, provided that during the Term Employee shall not be required to relocate his office to any location outside of the 20 mile radius surrounding Employee’s current Feasterville office.  Employee shall be permitted to engage in other business activities or trades, provided, however, that such business activities or trades do not interfere with his duties hereunder or violate his restrictive covenants made hereunder.

3.             COMPENSATION

(a)           For all services rendered by Employee to Employer during the Term, Employer shall pay or cause to be paid to Employee base compensation ( “Base Compensation”) in the amount of $145,000 per annum, payable during the Term in regular installments in accordance with the general payroll practices of Euramax and shall be subject to customary withholding.

(b)           The Base Compensation will be subject to review on April 1, 2004 and each December 31^st thereafter during the Term.

(c)           Employee shall be eligible for annual bonuses during the Term for fiscal years 2004 and 2005 as follows:

(i)            If Actual EBITDA of the Berger Business Unit for the applicable fiscal year equals at least 85% of Target EBITDA, Employee shall be entitled to receive a percentage of the Target Bonus equal to the percentage of the Target EBITDA achieved, up to a maximum of 100% of the Target Bonus.  Target EBITDA and Target Bonus for fiscal years 2004 and 2005 are as follows:

Fiscal Year Ended:	Target EBITDA	Target Bonus
December 2004	$8,000,000	$60,000
December 2005	$9,000,000	$68,000

(ii)           If Actual EBITDA of the Berger Business Unit for the applicable fiscal year exceeds Target EBITDA, Employee shall be entitled to 100% of the Target Bonus for such fiscal year plus an additional $2,000 for fiscal year 2004 or $2,267 for fiscal year 2005 for every percentage point (up to 30%) by which Actual EBITDA of the Berger Business Unit for the applicable fiscal year exceeds Target EBITDA (up to an additional $60,000 and $68,010 for fiscal years 2004 and 2005, respectively);

(iii)          If Actual EBITDA of the Berger Business Unit for the applicable fiscal year is less than 85% of Target EBITDA, Employee shall not be entitled to any bonus for such fiscal year unless the Board of Directors of Employer determines otherwise in its sole discretion.

(d)           “Berger Business Unit” shall mean the business unit consisting of Employer and its subsidiaries as of the date of the Merger (including Copper Craft, Inc. and Walker Metal Products, Inc.) and the Pro Master Metals business unit of Amerimax Home Products, Inc.

(e)           “Actual EBITDA” for the applicable fiscal year ended shall mean operating earnings plus depreciation and amortization of the Berger Business Unit and plus any upstream management fees charged to the Berger Business Unit for the applicable fiscal year as shown in

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the pro forma financial chart presented to the Board of Directors of Euramax at the first meeting of the Board of Directors of Euramax following completion of such fiscal year.

4.             REIMBURSEMENT FOR EXPENSES

During the Term, the Employee shall be reimbursed by the Employer for all actual, ordinary, necessary and reasonable expenses incurred by him in the course of the business of the Employer.  The Employee shall keep an itemized account of such expenses to be rendered to the Employer, together with vouchers and/or receipts verifying the same.

5.             EMPLOYEE BENEFITS

During the Term, Employee shall be entitled to participate in all employee benefit programs, including without limitation, group life insurance, medical, hospitalization and disability plans, as are offered from time to time by Employer to its employees, and including participation in either the 401(k) Plan currently offered by Berger or the Amerimax Fabricated Products, Inc. 401(k) Plan.  During the Term, Employee shall also retain his existing company car furnished to Employee under the 2001 Agreement until the termination of the lease for such car, and thereafter during the Term will receive a company car, if applicable, under the terms of the Amerimax Home Products, Inc. company car plan.  The Employer shall be responsible for all expenses in maintaining the company car during the Term, including, but not limited to insurance, gasoline costs, and all necessary repairs.  At least 30 days prior to the end of the Term, Employee may elect to purchase his existing company car furnished under the 2001 Agreement on the last day of the Term for a purchase price equal to 75% of the then current third-party Kelley Blue Book value of the car on such date.

6.             TERMINATION

(a)           By Death.

If the Employee dies during the Term, then this Agreement shall continue for a period of 60 days with full benefits after which time this Agreement shall terminate immediately, and his rights to compensation and fringe benefits hereunder shall terminate as of the date of such 60 day period, except that Employee’s heirs, personal representatives or estate shall be entitled to any unpaid portion of his salary, accrued bonus and accrued benefits, if any, up to the date of such termination.

(b)           For Cause.

During the Term, the Employer may terminate the Employee’s employment and rights to compensation and benefits hereunder immediately for “Cause” (subject to any applicable cure periods specified below), except that the Employee shall be entitled to any unpaid portion of his salary and accrued fringe benefits, if any, up to the date of termination.  “Cause” means:

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(i)            a material breach of this Agreement by Employee that is not susceptible to remedy or cure, or if susceptible to remedy or cure, is not cured or remedied and continues for fifteen (15) business days after the Board of Directors of Employer has given written notice to Executive specifying the manner in which Executive has breached this Agreement;

(ii)           commission by Employee of a felony, a crime involving moral turpitude or other act or omission involving dishonesty or fraud with respect to Employer or its affiliates, or causing material harm to the standing and reputation of Employer or its affiliates in each case after notice to Employee;

(iii)          Employee’s breach of his duty of loyalty to Employer or its affiliates; or

(iv)          Employee’s continued failure to perform his duties hereunder other than by reason of death or disability after written notice and, if susceptible to remedy or cure is not cured or remedied and continues for fifteen (15) business days after the Board of Directors of Employer has given written notice to Employee specifying in reasonable detail the manner in which Executive has continued to fail to perform his duties.

(c)           Without Cause.

During the Term, the Employer may terminate the Employee’s employment and rights to compensation and benefits hereunder at any time without Cause, except that Employee shall be entitled to any unpaid portion of his salary, accrued bonus and accrued fringe benefits, if any, up to the date of termination (and any severance payments under Section 8 hereof in the event of a termination by Employer without Cause).

(d)           Resignation.

During the Term, the Employee may resign his employment upon 30 days prior written notice, and Employee shall be entitled to any unpaid portion of his salary and accrued fringe benefits, if any, up to the date of termination.

(e)           Procedure Upon Termination.

Upon termination of his employment, the Employee shall promptly return to the Employer all documents, including without limitation, copies and all other materials and properties of the Employer, or pertaining to its business, including without limitation, customer and prospect lists, contacts, files, manuals, letters, reports and records in his possession and control, no matter from whom or in what manner acquired.

7.             RESTRICTIVE COVENANT

(a)           Employee agrees that, from and after the date hereof and during the Term and for a period of two years after the end of the Term, the Employee shall not directly or indirectly, anywhere in the United States, engage in any business which is the same as, similar to, or in competition with the business of Berger or Employer or any of their subsidiaries.  Employee

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acknowledges that the restrictions contained herein in view of the nature of the business in which Employee has been engaged, are reasonable and necessary to protect the legitimate interest of Amerimax PA and Employer, that any violation of these restrictions would result in irreparable injury to Amerimax PA and Employer, and that Amerimax PA would not have entered into this Agreement or the Merger Agreement or been willing to consummate the transactions contemplated by the Merger Agreement without the benefit of such restrictions.  Employee acknowledges that in the event of a violation of any such restrictions, Amerimax PA or Employer shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all earnings, profits and other benefits arising from such violation which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled.  In the event that the Employee shall engage, directly or indirectly, in any business in competition with the business of Berger or Employer or their subsidiaries, the period of non-competition referred to above shall be extended by a period of time equal to that period beginning when such violation commenced, and ending when the activities constituting such a violation shall have finally been terminated in good faith.

(b)           In addition, from and after the date hereof, the Employee shall not disclose confidential information of Berger or the Employer or any of their affiliates to any other person, entity, corporation, trust, association or partnership.  For the purposes hereof, the term “confidential information” shall include, but not be limited to, all lists or the identity of any customers, suppliers, creditors or contacts of Berger or Employer or any of their affiliates.  It shall also include any and all information pertaining to any formulas, business opportunities, processes, techniques, plans, contracts, sales or other financial data of Berger or Employer or any of their affiliates.

(c)           Notwithstanding anything to the contrary contained herein, in the event that any court determines that time the period and/or scope of this Restrictive Covenant is unenforceably long or broad, as the case may be, then in either such event, neither the enforceability nor the validity of this paragraph as a whole shall be affected.  Rather, the time period and/or scope of the restriction so affected shall be reduced to the maximum permitted by law.

8.             SEVERANCE

During the Term, in the event of a termination of Employee’s employment by Employer prior to the expiration of the Term without Cause, Employer agrees to pay Employee, as his severance payment, his Base Compensation until the later of (i) expiration of the Term and (ii) 6 months following the date of termination, which amount may be paid in equal regular installments in accordance with the general payroll practices of Euramax and without interest.  Such amount shall be paid regardless of whether Employee obtains other employment during such time, provided such employment does not violate Section 7 hereof.

9.             VACATION; PERSONAL

During the Term, Employee shall be entitled to a vacation of no more than four (4) weeks per fiscal year, with no accrual or payment for unused vacation in any fiscal year, and a minimum of 5 sick days and 2 personal days.

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12.           ARBITRATION

Any dispute between the parties hereunder shall be determined by arbitration in accordance with the rules of the American Arbitration Association in Philadelphia, Pennsylvania.  The award in any such arbitration shall be final and binding, and any party may enter judgement thereon in any court having jurisdiction.

13.           ASSIGNMENT

The Employer and Amerimax PA have the right to assign this Agreement to any successors and assigns or other parties to whom the Board of Directors of Employer consents to such assignment.  This Agreement shall be binding on and inure to the benefit of the Surviving Corporation in the Merger.  Assignment of this Agreement by the Employee shall be absolutely prohibited.  Employee shall further be restricted from the delegation of the performance of his duties hereunder.

14.           NOTICE

Any notice required or permitted to be given under this agreement shall be sufficient, if in writing, and if sent by registered mail to Employee or to Employer at Employer’s principal place of business.

15.           APPLICABLE LAW

This Employment Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania.

16.           ENTIRE AGREEMENT

This instrument contains the entire agreement of the parties and supercedes all prior agreements including, without limitation, the 2001 Agreement and the Change of Control Agreement, each of which shall terminate immediately prior to the Effective Time of the Merger.  As partial consideration for the execution of this Agreement, Employee hereby waives any rights or benefits of Employee under the Change of Control Agreement that could result from consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement, and agrees that consummation of the Offer shall not constitute a “Change in Control” of Berger under the Change of Control Agreement.  This Agreement may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.  In the event the Merger Agreement is terminated and Amerimax PA has not accepted any shares of Berger stock for payment pursuant to the Offer, this Agreement shall be deemed void ab initio and shall have no force or effect.

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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

		AMERIMAX PENNSYLVANIA, INC.
/s/ Francis E. Wellock, Jr.	By:	/s/ J. David Smith
Francis E. Wellock, Jr.		Name: J. David Smith
		Title:  President

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EX-99.D6

Exhibit (d)(6)

Execution Copy

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”), entered into as of October 10, 2003, by and between Amerimax Pennsylvania, Inc., hereinafter “Amerimax PA” and PAUL L. SPIESE, hereinafter the “Employee.”

WITNESSETH:

WHEREAS, Employee entered into an Employment Agreement with Berger Holdings, Ltd. (“Berger”) dated January 1, 2001, as amended (the “2001 Agreement”) and a Change of Control Agreement with Berger dated January 1, 2001 (the “Change of Control Agreement”);

WHEREAS, Amerimax PA, Berger and Euramax International, Inc. (“Euramax”) have entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) dated the date hereof.  Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Merger Agreement;

WHEREAS, Amerimax PA and Employee wish to enter into a new Employment Agreement on the terms set forth herein;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto intending to be legally bound hereunder, agree as follows:

1.             TERM OF EMPLOYMENT

Subject to the terms and conditions hereinafter set forth and effective upon the Effective Time of the Merger, the Surviving Corporation of the Merger of Amerimax PA and Berger (the “Employer”) hereby agrees to employ Employee for a term of two years beginning on the date of the Merger and ending on the second anniversary of the date of the Merger (the “Term”).

2.             SCOPE OF EMPLOYMENT

During the Term, Employee shall serve as Director of Manufacturing of Employer, reporting to the Director of Operations of Employer.  Employee shall faithfully render and perform such services as are necessary to fulfill the responsibilities of the office of Director of Manufacturing, and such services as may be assigned to him by or under the authority of the Board of Directors of Employer.  Employee shall devote full time efforts to the business affairs of Employer and shall render such services to the best of his ability in the best interests of Employer.  Employee shall maintain his offices at 805 Pennsylvania Blvd., Feasterville, Pennsylvania, or at such other addresses to which Employer may relocate, provided that during the Term Employee shall not be required to relocate his office to any location outside of the 20 mile radius surrounding Employee’s current Feasterville office.  Employee shall be permitted to engage in other business activities or trades, provided, however, that such business activities or trades do not interfere with his duties hereunder or violate his restrictive covenants made hereunder.

3.             COMPENSATION

(a)           For all services rendered by Employee to Employer during the Term, Employer shall pay or cause to be paid to Employee base compensation ( “Base Compensation”) in the amount of $144,500 per annum, payable during the Term in regular installments in accordance with the general payroll practices of Euramax and shall be subject to customary withholding.

(b)           The Base Compensation will be subject to review on April 1, 2004 and each December 31^st thereafter during the Term.

(c)           Employee shall be eligible for annual bonuses during the Term for fiscal years 2004 and 2005 as follows:

(i)            If Actual EBITDA of the Berger Business Unit for the applicable fiscal year equals at least 85% of Target EBITDA, Employee shall be entitled to receive a percentage of the Target Bonus equal to the percentage of the Target EBITDA achieved, up to a maximum of 100% of the Target Bonus.  Target EBITDA and Target Bonus for fiscal years 2004 and 2005 are as follows:

Fiscal Year Ended:	Target EBITDA	Target Bonus
December 2004	$8,000,000	$50,000
December 2005	$9,000,000	$56,000

(ii)           If Actual EBITDA of the Berger Business Unit for the applicable fiscal year exceeds Target EBITDA, Employee shall be entitled to 100% of the Target Bonus for such fiscal year plus an additional $1,667 for fiscal year 2004 or $1,867 for fiscal year 2005 for every percentage point (up to 30%) by which Actual EBITDA of the Berger Business Unit for the applicable fiscal year exceeds Target EBITDA (up to an additional $50,010 and $56,010 for fiscal years 2004 and 2005, respectively);

(iii)          If Actual EBITDA of the Berger Business Unit for the applicable fiscal year is less than 85% of Target EBITDA, Employee shall not be entitled to any bonus for such fiscal year unless the Board of Directors of Employer determines otherwise in its sole discretion.

(d)           “Berger Business Unit” shall mean the business unit consisting of Employer and its subsidiaries as of the date of the Merger (including Copper Craft, Inc. and Walker Metal Products, Inc.) and the Pro Master Metals business unit of Amerimax Home Products, Inc.

(e)           “Actual EBITDA” for the applicable fiscal year ended shall mean operating earnings plus depreciation and amortization of the Berger Business Unit and plus any upstream management fees charged to the Berger Business Unit for the applicable fiscal year as shown in

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the pro forma financial chart presented to the Board of Directors of Euramax at the first meeting of the Board of Directors of Euramax following completion of such fiscal year.

4.             REIMBURSEMENT FOR EXPENSES

During the Term, the Employee shall be reimbursed by the Employer for all actual, ordinary, necessary and reasonable expenses incurred by him in the course of the business of the Employer.  The Employee shall keep an itemized account of such expenses to be rendered to the Employer, together with vouchers and/or receipts verifying the same.

5.             EMPLOYEE BENEFITS

During the Term, Employee shall be entitled to participate in all employee benefit programs, including without limitation, group life insurance, medical, hospitalization and disability plans, as are offered from time to time by Employer to its employees, and including participation in either the 401(k) Plan currently offered by Berger or the Amerimax Fabricated Products, Inc. 401(k) Plan.  During the Term, Employee shall also retain his existing company car furnished to Employee under the 2001 Agreement until the termination of the lease for such car, and thereafter during the Term will receive a company car, if applicable, under the terms of the Amerimax Home Products, Inc. company car plan.  The Employer shall be responsible for all expenses in maintaining the company car during the Term, including, but not limited to insurance, gasoline costs, and all necessary repairs.  At least 30 days prior to the end of the Term, Employee may elect to purchase his existing company car furnished under the 2001 Agreement on the last day of the Term for a purchase price equal to 75% of the then current third-party Kelley Blue Book value of the car on such date.

6.             TERMINATION

(a)           By Death.

If the Employee dies during the Term, then this Agreement shall continue for a period of 60 days with full benefits after which time this Agreement shall terminate immediately, and his rights to compensation and fringe benefits hereunder shall terminate as of the date of such 60 day period, except that Employee’s heirs, personal representatives or estate shall be entitled to any unpaid portion of his salary, accrued bonus and accrued benefits, if any, up to the date of such termination.

(b)           For Cause.

During the Term, the Employer may terminate the Employee’s employment and rights to compensation and benefits hereunder immediately for “Cause” (subject to any applicable cure periods specified below), except that the Employee shall be entitled to any unpaid portion of his salary and accrued fringe benefits, if any, up to the date of termination.  “Cause” means:

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(i)            a material breach of this Agreement by Employee that is not susceptible to remedy or cure, or if susceptible to remedy or cure, is not cured or remedied and continues for fifteen (15) business days after the Board of Directors of Employer has given written notice to Executive specifying the manner in which Executive has breached this Agreement;

(ii)           commission by Employee of a felony, a crime involving moral turpitude or other act or omission involving dishonesty or fraud with respect to Employer or its affiliates, or causing material harm to the standing and reputation of Employer or its affiliates in each case after notice to Employee;

(iii)          Employee’s breach of his duty of loyalty to Employer or its affiliates; or

(iv)          Employee’s continued failure to perform his duties hereunder other than by reason of death or disability after written notice and, if susceptible to remedy or cure is not cured or remedied and continues for fifteen (15) business days after the Board of Directors of Employer has given written notice to Employee specifying in reasonable detail the manner in which Executive has continued to fail to perform his duties.

(c)           Without Cause.

During the Term, the Employer may terminate the Employee’s employment and rights to compensation and benefits hereunder at any time without Cause, except that Employee shall be entitled to any unpaid portion of his salary, accrued bonus and accrued fringe benefits, if any, up to the date of termination (and any severance payments under Section 8 hereof in the event of a termination by Employer without Cause).

(d)           Resignation.

During the Term, the Employee may resign his employment upon 30 days prior written notice, and Employee shall be entitled to any unpaid portion of his salary and accrued fringe benefits, if any, up to the date of termination.

(e)           Procedure Upon Termination.

Upon termination of his employment, the Employee shall promptly return to the Employer all documents, including without limitation, copies and all other materials and properties of the Employer, or pertaining to its business, including without limitation, customer and prospect lists, contacts, files, manuals, letters, reports and records in his possession and control, no matter from whom or in what manner acquired.

7.             RESTRICTIVE COVENANT

(a)           Employee agrees that, from and after the date hereof and during the Term and for a period of two years after the end of the Term, the Employee shall not directly or indirectly, anywhere in the United States, engage in any business which is the same as, similar to, or in competition with the business of Berger or Employer or any of their subsidiaries.  Employee

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acknowledges that the restrictions contained herein in view of the nature of the business in which Employee has been engaged, are reasonable and necessary to protect the legitimate interest of Amerimax PA and Employer, that any violation of these restrictions would result in irreparable injury to Amerimax PA and Employer, and that Amerimax PA would not have entered into this Agreement or the Merger Agreement or been willing to consummate the transactions contemplated by the Merger Agreement without the benefit of such restrictions.  Employee acknowledges that in the event of a violation of any such restrictions, Amerimax PA or Employer shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all earnings, profits and other benefits arising from such violation which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled.  In the event that the Employee shall engage, directly or indirectly, in any business in competition with the business of Berger or Employer or their subsidiaries, the period of non-competition referred to above shall be extended by a period of time equal to that period beginning when such violation commenced, and ending when the activities constituting such a violation shall have finally been terminated in good faith.

(b)           In addition, from and after the date hereof, the Employee shall not disclose confidential information of Berger or the Employer or any of their affiliates to any other person, entity, corporation, trust, association or partnership.  For the purposes hereof, the term “confidential information” shall include, but not be limited to, all lists or the identity of any customers, suppliers, creditors or contacts of Berger or Employer or any of their affiliates.  It shall also include any and all information pertaining to any formulas, business opportunities, processes, techniques, plans, contracts, sales or other financial data of Berger or Employer or any of their affiliates.

(c)           Notwithstanding anything to the contrary contained herein, in the event that any court determines that time the period and/or scope of this Restrictive Covenant is unenforceably long or broad, as the case may be, then in either such event, neither the enforceability nor the validity of this paragraph as a whole shall be affected.  Rather, the time period and/or scope of the restriction so affected shall be reduced to the maximum permitted by law.

8.             SEVERANCE

During the Term, in the event of a termination of Employee’s employment by Employer prior to the expiration of the Term without Cause, Employer agrees to pay Employee, as his severance payment, his Base Compensation until the later of (i) expiration of the Term and (ii) 6 months following the date of termination, which amount may be paid in equal regular installments in accordance with the general payroll practices of Euramax and without interest.  Such amount shall be paid regardless of whether Employee obtains other employment during such time, provided such employment does not violate Section 7 hereof.

9.             VACATION; PERSONAL

During the Term, Employee shall be entitled to a vacation of no more than four (4) weeks per fiscal year, with no accrual or payment for unused vacation in any fiscal year, and a minimum of 5 sick days and 2 personal days.

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12.           ARBITRATION

Any dispute between the parties hereunder shall be determined by arbitration in accordance with the rules of the American Arbitration Association in Philadelphia, Pennsylvania.  The award in any such arbitration shall be final and binding, and any party may enter judgement thereon in any court having jurisdiction.

13.           ASSIGNMENT

The Employer and Amerimax PA have the right to assign this Agreement to any successors and assigns or other parties to whom the Board of Directors of Employer consents to such assignment.  This Agreement shall be binding on and inure to the benefit of the Surviving Corporation in the Merger.  Assignment of this Agreement by the Employee shall be absolutely prohibited.  Employee shall further be restricted from the delegation of the performance of his duties hereunder.

14.           NOTICE

Any notice required or permitted to be given under this agreement shall be sufficient, if in writing, and if sent by registered mail to Employee or to Employer at Employer’s principal place of business.

15.           APPLICABLE LAW

This Employment Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania.

16.           ENTIRE AGREEMENT

This instrument contains the entire agreement of the parties and supercedes all prior agreements including, without limitation, the 2001 Agreement and the Change of Control Agreement, each of which shall terminate immediately prior to the Effective Time of the Merger.  As partial consideration for the execution of this Agreement, Employee hereby waives any rights or benefits of Employee under the Change of Control Agreement that could result from consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement, and agrees that consummation of the Offer shall not constitute a “Change in Control” of Berger under the Change of Control Agreement.  This Agreement may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.  In the event the Merger Agreement is terminated and Amerimax PA has not accepted any shares of Berger stock for payment pursuant to the Offer, this Agreement shall be deemed void ab initio and shall have no force or effect.

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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

		AMERIMAX PENNSYLVANIA, INC.
/s/ Paul L. Spiese	By:	/s/ J. David Smith
Paul L. Spiese		Name: J. David Smith
		Title:  President

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EX-99.D7

Exhibit (d)(7)

Execution Copy

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”), entered into as of October 10, 2003, by and between Amerimax Pennsylvania, Inc., hereinafter “Amerimax PA” and GREGORY WEIDERMAN, hereinafter the “Employee.”

WITNESSETH:

WHEREAS, Employee entered into an Employment Agreement with Berger Holdings, Ltd. (“Berger”) dated January 1, 2001, as amended (the “2001 Agreement”) and a Change of Control Agreement with Berger dated January 1, 2001 (the “Change of Control Agreement”);

WHEREAS, Amerimax PA, Berger and Euramax International, Inc. (“Euramax”) have entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) dated the date hereof.  Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Merger Agreement;

WHEREAS, Amerimax PA and Employee wish to enter into a new Employment Agreement on the terms set forth herein;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto intending to be legally bound hereunder, agree as follows:

1.             TERM OF EMPLOYMENT

Subject to the terms and conditions hereinafter set forth and effective upon the Effective Time of the Merger, the Surviving Corporation of the Merger of Amerimax PA and Berger (the “Employer”) hereby agrees to employ Employee for a term of two years beginning on the date of the Merger and ending on the second anniversary of the date of the Merger (the “Term”).

2.             SCOPE OF EMPLOYMENT

During the Term, Employee shall serve as Controller of Employer, reporting to the Director of Operations of Employer.  Employee shall faithfully render and perform such services as are necessary to fulfill the responsibilities of the office of Controller, and such services as may be assigned to him by or under the authority of the Board of Directors of Employer.  Employee shall devote full time efforts to the business affairs of Employer and shall render such services to the best of his ability in the best interests of Employer.  Employee shall maintain his offices at 805 Pennsylvania Blvd., Feasterville, Pennsylvania, or at such other addresses to which Employer may relocate, provided that during the Term Employee shall not be required to relocate his office to any location outside of the 20 mile radius surrounding Employee’s current Feasterville office.  Employee shall be permitted to engage in other business activities or trades, provided, however, that such business activities or trades do not interfere with his duties hereunder or violate his restrictive covenants made hereunder.

3.             COMPENSATION

(a)           For all services rendered by Employee to Employer during the Term, Employer shall pay or cause to be paid to Employee base compensation ( “Base Compensation”) in the amount of $89,000 per annum, payable during the Term in regular installments in accordance with the general payroll practices of Euramax and shall be subject to customary withholding.

(b)           The Base Compensation will be subject to review on April 1, 2004 and each December 31^st thereafter during the Term.

(c)           Employee shall be eligible for annual bonuses during the Term for fiscal years 2004 and 2005 as follows:

(i)            If Actual EBITDA of the Berger Business Unit for the applicable fiscal year equals at least 85% of Target EBITDA, Employee shall be entitled to receive a percentage of the Target Bonus equal to the percentage of the Target EBITDA achieved, up to a maximum of 100% of the Target Bonus.  Target EBITDA and Target Bonus for fiscal years 2004 and 2005 are as follows:

Fiscal Year Ended:	Target EBITDA	Target Bonus
December 2004	$8,000,000	$20,000
December 2005	$9,000,000	$23,000

(ii)           If Actual EBITDA of the Berger Business Unit for the applicable fiscal year exceeds Target EBITDA, Employee shall be entitled to 100% of the Target Bonus for such fiscal year plus an additional $667 for fiscal year 2004 or $767 for fiscal year 2005 for every percentage point (up to 30%) by which Actual EBITDA of the Berger Business Unit for the applicable fiscal year exceeds Target EBITDA (up to an additional $20,010 and $23,010 for fiscal years 2004 and 2005, respectively);

(iii)          If Actual EBITDA of the Berger Business Unit for the applicable fiscal year is less than 85% of Target EBITDA, Employee shall not be entitled to any bonus for such fiscal year unless the Board of Directors of Employer determines otherwise in its sole discretion.

(d)           “Berger Business Unit” shall mean the business unit consisting of Employer and its subsidiaries as of the date of the Merger (including Copper Craft, Inc. and Walker Metal Products, Inc.) and the Pro Master Metals business unit of Amerimax Home Products, Inc.

(e)           “Actual EBITDA” for the applicable fiscal year ended shall mean operating earnings plus depreciation and amortization of the Berger Business Unit and plus any upstream management fees charged to the Berger Business Unit for the applicable fiscal year as shown in the pro forma financial chart presented to the Board of Directors of Euramax at the first meeting of the Board of Directors of Euramax following completion of such fiscal year.

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4.             REIMBURSEMENT FOR EXPENSES

During the Term, the Employee shall be reimbursed by the Employer for all actual, ordinary, necessary and reasonable expenses incurred by him in the course of the business of the Employer.  The Employee shall keep an itemized account of such expenses to be rendered to the Employer, together with vouchers and/or receipts verifying the same.

5.             EMPLOYEE BENEFITS

During the Term, Employee shall be entitled to participate in all employee benefit programs, including without limitation, group life insurance, medical, hospitalization and disability plans, as are offered from time to time by Employer to its employees, and including participation in either the 401(k) Plan currently offered by Berger or the Amerimax Fabricated Products, Inc. 401(k) Plan.  During the Term, Employee shall also retain his existing company car furnished to Employee under the 2001 Agreement until the termination of the lease for such car, and thereafter during the Term will receive a company car, if applicable, under the terms of the Amerimax Home Products, Inc. company car plan.  The Employer shall be responsible for all expenses in maintaining the company car during the Term, including, but not limited to insurance, gasoline costs, and all necessary repairs.  At least 30 days prior to the end of the Term, Employee may elect to purchase his existing company car furnished under the 2001 Agreement on the last day of the Term for a purchase price equal to 75% of the then current third-party Kelley Blue Book value of the car on such date.

6.             TERMINATION

(a)           By Death.

If the Employee dies during the Term, then this Agreement shall continue for a period of 60 days with full benefits after which time this Agreement shall terminate immediately, and his rights to compensation and fringe benefits hereunder shall terminate as of the date of such 60 day period, except that Employee’s heirs, personal representatives or estate shall be entitled to any unpaid portion of his salary, accrued bonus and accrued benefits, if any, up to the date of such termination.

(b)           For Cause.

During the Term, the Employer may terminate the Employee’s employment and rights to compensation and benefits hereunder immediately for “Cause” (subject to any applicable cure periods specified below), except that the Employee shall be entitled to any unpaid portion of his salary and accrued fringe benefits, if any, up to the date of termination.  “Cause” means:

(i)            a material breach of this Agreement by Employee that is not susceptible to remedy or cure, or if susceptible to remedy or cure, is not cured or remedied and continues for fifteen (15) business days after the Board of Directors of Employer has given

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written notice to Executive specifying the manner in which Executive has breached this Agreement;

(ii)           commission by Employee of a felony, a crime involving moral turpitude or other act or omission involving dishonesty or fraud with respect to Employer or its affiliates, or causing material harm to the standing and reputation of Employer or its affiliates in each case after notice to Employee;

(iii)          Employee’s breach of his duty of loyalty to Employer or its affiliates; or

(iv)          Employee’s continued failure to perform his duties hereunder other than by reason of death or disability after written notice and, if susceptible to remedy or cure is not cured or remedied and continues for fifteen (15) business days after the Board of Directors of Employer has given written notice to Employee specifying in reasonable detail the manner in which Executive has continued to fail to perform his duties.

(c)           Without Cause.

During the Term, the Employer may terminate the Employee’s employment and rights to compensation and benefits hereunder at any time without Cause, except that Employee shall be entitled to any unpaid portion of his salary, accrued bonus and accrued fringe benefits, if any, up to the date of termination (and any severance payments under Section 8 hereof in the event of a termination by Employer without Cause).

(d)           Resignation.

During the Term, the Employee may resign his employment upon 30 days prior written notice, and Employee shall be entitled to any unpaid portion of his salary and accrued fringe benefits, if any, up to the date of termination.

(e)           Procedure Upon Termination.

Upon termination of his employment, the Employee shall promptly return to the Employer all documents, including without limitation, copies and all other materials and properties of the Employer, or pertaining to its business, including without limitation, customer and prospect lists, contacts, files, manuals, letters, reports and records in his possession and control, no matter from whom or in what manner acquired.

7.             RESTRICTIVE COVENANT

(a)           Employee agrees that, from and after the date hereof and during the Term and for a period of two years after the end of the Term, the Employee shall not directly or indirectly, anywhere in the United States, engage in any business which is the same as, similar to, or in competition with the business of Berger or Employer or any of their subsidiaries.  Employee acknowledges that the restrictions contained herein in view of the nature of the business in which Employee has been engaged, are reasonable and necessary to protect the legitimate interest of Amerimax PA and Employer, that any violation of these restrictions would result in irreparable

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injury to Amerimax PA and Employer, and that Amerimax PA would not have entered into this Agreement or the Merger Agreement or been willing to consummate the transactions contemplated by the Merger Agreement without the benefit of such restrictions.  Employee acknowledges that in the event of a violation of any such restrictions, Amerimax PA or Employer shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all earnings, profits and other benefits arising from such violation which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled.  In the event that the Employee shall engage, directly or indirectly, in any business in competition with the business of Berger or Employer or their subsidiaries, the period of non-competition referred to above shall be extended by a period of time equal to that period beginning when such violation commenced, and ending when the activities constituting such a violation shall have finally been terminated in good faith.

(b)           In addition, from and after the date hereof, the Employee shall not disclose confidential information of Berger or the Employer or any of their affiliates to any other person, entity, corporation, trust, association or partnership.  For the purposes hereof, the term “confidential information” shall include, but not be limited to, all lists or the identity of any customers, suppliers, creditors or contacts of Berger or Employer or any of their affiliates.  It shall also include any and all information pertaining to any formulas, business opportunities, processes, techniques, plans, contracts, sales or other financial data of Berger or Employer or any of their affiliates.

(c)           Notwithstanding anything to the contrary contained herein, in the event that any court determines that time the period and/or scope of this Restrictive Covenant is unenforceably long or broad, as the case may be, then in either such event, neither the enforceability nor the validity of this paragraph as a whole shall be affected.  Rather, the time period and/or scope of the restriction so affected shall be reduced to the maximum permitted by law.

8.             SEVERANCE

During the Term, in the event of a termination of Employee’s employment by Employer prior to the expiration of the Term without Cause, Employer agrees to pay Employee, as his severance payment, his Base Compensation until the later of (i) expiration of the Term and (ii) 6 months following the date of termination, which amount may be paid in equal regular installments in accordance with the general payroll practices of Euramax and without interest.  Such amount shall be paid regardless of whether Employee obtains other employment during such time, provided such employment does not violate Section 7 hereof.

9.             VACATION; PERSONAL

During the Term, Employee shall be entitled to a vacation of no more than four (4) weeks per fiscal year, with no accrual or payment for unused vacation in any fiscal year, and a minimum of 5 sick days and 2 personal days.

12.           ARBITRATION

Any dispute between the parties hereunder shall be determined by arbitration in accordance with the rules of the American Arbitration Association in Philadelphia, Pennsylvania. 

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The award in any such arbitration shall be final and binding, and any party may enter judgement thereon in any court having jurisdiction.

13.           ASSIGNMENT

The Employer and Amerimax PA have the right to assign this Agreement to any successors and assigns or other parties to whom the Board of Directors of Employer consents to such assignment.  This Agreement shall be binding on and inure to the benefit of the Surviving Corporation in the Merger.  Assignment of this Agreement by the Employee shall be absolutely prohibited.  Employee shall further be restricted from the delegation of the performance of his duties hereunder.

14.           NOTICE

Any notice required or permitted to be given under this agreement shall be sufficient, if in writing, and if sent by registered mail to Employee or to Employer at Employer’s principal place of business.

15.           APPLICABLE LAW

This Employment Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania.

16.           ENTIRE AGREEMENT

This instrument contains the entire agreement of the parties and supercedes all prior agreements including, without limitation, the 2001 Agreement and the Change of Control Agreement, each of which shall terminate immediately prior to the Effective Time of the Merger.  As partial consideration for the execution of this Agreement, Employee hereby waives any rights or benefits of Employee under the Change of Control Agreement that could result from consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement, and agrees that consummation of the Offer shall not constitute a “Change in Control” of Berger under the Change of Control Agreement.  This Agreement may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.  In the event the Merger Agreement is terminated and Amerimax PA has not accepted any shares of Berger stock for payment pursuant to the Offer, this Agreement shall be deemed void ab initio and shall have no force or effect.

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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

		AMERIMAX PENNSYLVANIA, INC.
/s/ Gregory Weiderman	By:	/s/ J. David Smith
Gregory Weiderman		Name: J. David Smith
		Title:  President

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