EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2003 • Euramax International PLC • Sheet metal work • Pennsylvania
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.”
AGREEMENT AND PLAN OF MERGER AMONG EURAMAX INTERNATIONAL, INC. AMERIMAX PENNSYLVANIA, INC. AND BERGER HOLDINGS, LTD. Dated as of October 10, 2003Agreement and Plan of Merger • October 20th, 2003 • Euramax International PLC • Sheet metal work • Pennsylvania
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”).
TENDER AND OPTION AGREEMENTTender and Option Agreement • October 20th, 2003 • Euramax International PLC • Sheet metal work • Pennsylvania
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”).
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.Credit Agreement • October 20th, 2003 • Euramax International PLC • Sheet metal work • New York
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
STOCK OPTION AGREEMENTStock Option Agreement • October 20th, 2003 • Euramax International PLC • Sheet metal work • Pennsylvania
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”).
Euramax International, Inc.Euramax International PLC • October 20th, 2003 • Sheet metal work • Pennsylvania
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.
