Exhibit 4.3


 




 


 





REGISTRATION
RIGHTS AGREEMENT


 


Dated
as of August 6, 2003


 


By
and Among


 


EURAMAX
INTERNATIONAL, INC.


and


EURAMAX
INTERNATIONAL HOLDINGS B.V.,

as Primary Issuers,


 


the
GUARANTORS


named
herein


 


and


 


UBS SECURITIES LLC,


BANC
OF AMERICA SECURITIES LLC,

WACHOVIA CAPITAL MARKETS, LLC

ABN AMRO INCORPORATED,


FLEET
SECURITIES, INC,

as Initial Purchasers


 


81⁄2%
Senior Subordinated Notes due 2011


 




 





 


 








 


TABLE OF CONTENTS


 


	
  SECTION 1.

  	
  DEFINITIONS.

  
	
   

  	
   

  
	
  SECTION 2.

  	
  EXCHANGE OFFER.

  
	
   

  	
   

  
	
  SECTION 3.

  	
  SHELF REGISTRATION.

  
	
   

  	
   

  
	
  SECTION 4.

  	
  ADDITIONAL INTEREST.

  
	
   

  	
   

  
	
  SECTION 5.

  	
  REGISTRATION PROCEDURES.

  
	
   

  	
   

  
	
  SECTION 6.

  	
  REGISTRATION EXPENSES.

  
	
   

  	
   

  
	
  SECTION 7.

  	
  INDEMNIFICATION.

  
	
   

  	
   

  
	
  SECTION 8.

  	
  RULES 144 AND 144A.

  
	
   

  	
   

  
	
  SECTION 9.

  	
  UNDERWRITTEN
  REGISTRATIONS.

  
	
   

  	
   

  
	
  SECTION 10.

  	
  MISCELLANEOUS.

  
	
   

  	
   

  
	
  (a)

  	
  No Inconsistent Agreements

  
	
  (b)

  	
  Adjustments Affecting Registrable Notes

  
	
  (c)

  	
  Amendments and Waivers

  
	
  (d)

  	
  Notices

  
	
  (e)

  	
  Guarantors

  
	
  (f)

  	
  Successors and Assigns

  
	
  (g)

  	
  Counterparts

  
	
  (h)

  	
  Headings

  
	
  (i)

  	
  Governing Law

  
	
  (j)

  	
  Severability

  
	
  (k)

  	
  Securities Held by the Issuers or Their Affiliates

  
	
  (l)

  	
  Third-Party Beneficiaries

  
	
  (m)

  	
  Attorneys’ Fees.

  
	
  (n)

  	
  Entire Agreement

  
	
  (o)

  	
  Judgment Currency.

  
	
  (p)

  	
  Taxes

  
	
   

  	
   

  
	
  SIGNATURES

  	
   

  
				



 


i

















 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is dated as of August 6, 2003, by and among
EURAMAX INTERNATIONAL, INC., a Delaware corporation, (the “Company”),
EURAMAX INTERNATIONAL HOLDINGS B.V., a Dutch registered company (together with
the Company, the “Primary Issuers”), and each of the Guarantors (as
defined herein) (the Primary Issuers collectively with the Guarantors, the “Issuers”),
on the one hand, and UBS SECURITIES LLC, BANC OF AMERICA SECURITIES LLC
WACHOVIA CAPITAL MARKETS, LLC, ABN AMRO INCORPORATED, and FLEET SECURITIES,
INC, (together, the “Initial Purchasers”), on the other hand.


 


This Agreement is entered
into in connection with the Purchase Agreement, dated July 30, 2003, by and
among the Issuers and the Initial Purchasers (the “Purchase Agreement”),
relating to the offering of U.S.$200,000,000 aggregate principal amount of the
Company’s 81⁄2 % Senior Subordinated Notes due 2011 (including the guarantees
thereof by the Guarantors, the “Notes”).  The execution and delivery of this Agreement is a condition to
the Initial Purchasers’ obligation to purchase the Notes under the Purchase
Agreement.


 


The parties hereby agree as
follows:


 


Section 1.               Definitions.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


“Action” shall have
the meaning set forth in Section 7(c) hereof.


 


“Additional Amounts”
shall have the meaning set forth in the Indenture.


 


“Additional Interest”
shall have the meaning set forth in Section 4(a) hereof.


 


“Advice” shall have
the meaning set forth in the penultimate paragraph of Section 5 hereof.


 


“Agreement” shall
have the meaning set forth in the first introductory paragraph hereto.


 


“Applicable Period”
shall have the meaning set forth in Section 2(b) hereof.


 


“Board of Directors”
shall have the meaning set forth in the penultimate paragraph of Section 5
hereof.


 

















 


“Business Day” shall
mean a day that is not a Saturday, a Sunday or a day on which banking
institutions in New York, New York are required by law, regulation or executive
order to remain closed.


 


“Company” shall have
the meaning set forth in the first introductory paragraph hereto and shall also
include the Company’s permitted successors and/or assigns.


 


“Commission” shall
mean the Securities and Exchange Commission.


 


“day” shall mean a
calendar day.


 


“Damages Payment Date”
shall have the meaning set forth in Section 4(b) hereof.


 


“Delay Period” shall have
the meaning set forth in the penultimate paragraph of Section 5 hereof.


 


“Effectiveness Period”
shall have the meaning set forth in Section 3(b) hereof.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.


 


“Exchange Notes”
shall have the meaning set forth in Section 2(a) hereof.


 


“Exchange Offer”
shall have the meaning set forth in Section 2(a) hereof.


 


“Exchange Offer
Registration Statement” shall have the meaning set forth in Section 2(a)
hereof.


 


“Guarantors” shall
mean each of the Persons other than the Primary Issuers and the Initial
Purchasers executing this Agreement on the date hereof and each Person who
executes and delivers a counterpart of this Agreement hereafter pursuant to
Section 10(e) hereof.


 


“Holder” shall mean
any holder of a Registrable Note or Registrable Notes.


 


“Indenture” shall
mean the Indenture, dated as of August 6, 2003, by and among the Issuers and
JPMorgan Chase Bank, as trustee, pursuant to which the Notes are being issued,
as amended or supplemented from time to time in accordance with the terms
thereof.


 


“Initial Purchasers”
shall have the meaning set forth in the first introductory paragraph hereof.


 


2

















 


“Inspectors” shall
have the meaning set forth in Section 5(n) hereof.


 


“Issue Date” shall
mean August 6, 2003, the date of original issuance of the Notes.


 


“Issuers” shall have
the meaning set forth in the first introductory paragraph hereto.


 


“Judgment Currency”
shall have the meaning set forth in Section 10(o) hereof.


 


“Losses” shall have
the meaning set forth in Section 7(a) hereof.


 


“NASD” shall mean the
National Association of Securities Dealers, Inc.


 


“Notes” shall have
the meaning set forth in the second introductory paragraph hereto.


 


“Participant” shall
have the meaning set forth in Section 7(a) hereof.


 


“Participating
Broker-Dealer” shall have the meaning set forth in Section 2(b) hereof.


 


“Person” shall mean
an individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated limited liability company, government or
any agency or political subdivision thereof or any other entity.


 


“Primary Issuers”
shall have the meaning set forth in the first introductory paragraph hereof.


 


“Private Exchange”
shall have the meaning set forth in Section 2(b) hereof.


 


“Private Exchange Notes”
shall have the meaning set forth in Section 2(b) hereof.


 


“Prospectus” shall
mean the prospectus included in any Registration Statement (including, without
limitation, any prospectus subject to completion and any prospectus that
includes any information previously omitted from a prospectus filed as part of
an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus
supplement, and all other amendments and supplements to such prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such prospectus.


 


“Purchase Agreement”
shall have the meaning set forth in the second introductory paragraph hereof.


 


3

















 


“Records” shall have
the meaning set forth in Section 5(n) hereof.


 


“Registrable Notes”
shall mean each Note upon its original issuance and at all times subsequent
thereto, each Exchange Note as to which Section 2(c)(iii) hereof is applicable
upon original issuance and at all times subsequent thereto and each Private
Exchange Note upon original issuance thereof and at all times subsequent
thereto, in each case until (i) a Registration Statement (other than, with
respect to any Exchange Note as to which Section 2(c)(iii) hereof is
applicable, the Exchange Offer Registration Statement) covering such Note,
Exchange Note or Private Exchange Note has been declared effective by the
Commission and such Note, Exchange Note or such Private Exchange Note, as the
case may be, has been disposed of in accordance with such effective
Registration Statement, (ii) such Note has been exchanged pursuant to the
Exchange Offer for an Exchange Note or Exchange Notes that may be resold
without restriction under state and federal securities laws, (iii) such Note,
Exchange Note or Private Exchange Note, as the case may be, ceases to be
outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or
Private Exchange Note has been sold in compliance with Rule 144 or is salable
pursuant to Rule 144(k).


 


“Registration Default”
shall have the meaning set forth in Section 4(a) hereof.


 


“Registration Statement”
shall mean any appropriate registration statement of the Company covering any
of the Registrable Notes filed with the Commission under the Securities Act,
and all amendments and supplements to any such Registration Statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


 


“Relevant Taxing
Authority” shall mean any Taxing Authority in any jurisdiction in which any
Issuer is organized or is otherwise resident for tax purposes or any
jurisdiction from or through which payment is made.


 


“Requesting Participating
Broker-Dealer” shall have the meaning set forth in Section 2(b) hereof.


 


“Rule 144” shall mean
Rule 144 promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144A) or regulation
hereafter adopted by the Commission providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.


 


“Rule 144A” shall
mean Rule 144A promulgated under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the Commission.


 


4

















 


“Rule 415” shall mean
Rule 415 promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
Commission.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Shelf Filing Event”
shall have the meaning set forth in Section 2(c) hereof.


 


“Shelf Registration”
shall have the meaning set forth in Section 3(a) hereof.


 


“Shelf Registration Statement”
shall mean a Registration Statement filed in connection with a Shelf
Registration.


 


“Taxes” shall have
the meaning set forth in the Indenture.


 


“Taxing Authority”
shall mean any government or political subdivision or territory or possession
of any government or any authority or agency therein or thereof having power to
tax.


 


“TIA” shall mean the
Trust Indenture Act of 1939, as amended.


 


“Trustee” shall mean
the trustee under the Indenture and the trustee (if any) under any indenture
governing the Exchange Notes and Private Exchange Notes.


 


“underwritten
registration” or “underwritten offering” shall mean a registration
in which securities of the Company are sold to an underwriter for reoffering to
the public.


 


Section 2.               Exchange Offer.


 


(a)           The Issuers shall (i) file a
Registration Statement (the “Exchange Offer Registration Statement”)
within 90 days following the Issue Date with the Commission on an appropriate
registration form with respect to a registered offer (the “Exchange Offer”)
to exchange any and all of the Registrable Notes for a like aggregate principal
amount of notes (including the guarantees with respect thereto, the “Exchange
Notes”) that are substantially identical in all material respects to the
Notes (except that the Exchange Notes shall not contain terms with respect to
transfer restrictions or Additional Interest upon a Registration Default) and
which represent the same continuing indebtedness as the Notes, (ii) use their
reasonable best efforts to cause the Exchange Offer Registration Statement to
be declared effective under the Securities Act within 180 days following the
Issue Date and (iii) use their reasonable best efforts to consummate the
Exchange Offer within 30 Business Days after the effective date of the Exchange
Offer Registration Statement.  Upon the
Exchange Offer Registration Statement being declared effective by the
Commission, the Issuers shall offer the 


 


5

















 


Exchange
Notes in exchange for surrender of the Notes. 
The Issuers shall keep the Exchange Offer open for not less than 20
Business Days (or longer if required by applicable law or otherwise extended by
the Company, at its option) after the date notice of the Exchange Offer is
mailed to Holders.


 


The
Issuers shall require each Holder that participates in the Exchange Offer to
represent to the Company in writing that (i) any Exchange Notes to be received
by it will be acquired in the ordinary course of its business, (ii) it has no
arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Notes in violation
of the provisions of the Securities Act, (iii) it is not an affiliate of the
Issuers, as defined by rule 405 of the Securities Act, or if it is an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such
Holder is not a broker-dealer, it is not engaged in, and does not intend to
engage in, a distribution of Exchange Notes, (v) if such Holder is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Notes that were acquired as a result of market-making or other trading
activities, it will deliver a Prospectus in connection with any resale of such
Exchange Notes, (vi) such Holder has full power and authority to transfer the
Notes in exchange for the Exchange Notes and (vii) the Company will acquire
good and unencumbered title to the Exchange Notes free and clear of any liens,
restrictions, charges or encumbrances and not subject to any adverse claims.


 


(b)           The Company and the Initial
Purchasers acknowledge that the staff of the Commission has taken the position
that any broker-dealer that elects to exchange Notes that were acquired by such
broker-dealer for its own account as a result of market-making or other trading
activities for Exchange Notes in the Exchange Offer (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of
the Securities Act and must deliver a Prospectus meeting the requirements of
the Securities Act in connection with any resale of such Exchange Notes (other
than a resale of an unsold allotment resulting from the original offering of
the Notes).


 


The
Company and the Initial Purchasers also acknowledge that the staff of the
Commission has taken the position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such
Prospectus may be delivered by Participating Broker-Dealers to satisfy their
prospectus delivery obligations under the Securities Act in connection with
resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.


 


In
light of the foregoing, if requested by a Participating Broker-Dealer (a “Requesting
Participating Broker-Dealer”), the Issuers agree to use their reasonable
best efforts to 


 


6

















 


keep
the Exchange Offer Registration Statement continuously effective for a period
not to exceed 180 days after the date on which the Exchange Registration
Statement is declared effective, or such longer period if extended pursuant to
the penultimate paragraph of Section 5 hereof (such period, the “Applicable
Period”), or such earlier date as all Requesting Participating
Broker-Dealers shall have notified the Company in writing that such Requesting
Participating Broker-Dealers have resold all Exchange Notes acquired in the
Exchange Offer.  The Issuers shall
include a plan of distribution in such Exchange Offer Registration Statement
that meets the requirements set forth in the preceding paragraph.


 


If,
prior to consummation of the Exchange Offer, the Initial Purchasers or any
Holder, as the case may be, holds any Notes acquired by it that have, or that
are reasonably likely to be determined to have, the status of an unsold
allotment in an initial distribution, or if any Holder is not entitled to
participate in the Exchange Offer, the Issuers upon the request of the Initial
Purchasers or any such Holder, as the case may be, shall simultaneously with
the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to
the Initial Purchasers or any such Holder, as the case may be, in exchange (the
“Private Exchange”) for such Notes held by the Initial Purchasers or any
such Holder, as the case may be, a like principal amount of notes (the “Private
Exchange Notes”) of the Issuers that are identical in all material respects
to the Exchange Notes except that the Private Exchange Notes may be subject to
restrictions on transfer and bear a legend to such effect.  The Private Exchange Notes shall be issued
pursuant to the same indenture as the Exchange Notes and bear the same CUSIP
number as the Exchange Notes.


 


Upon
consummation of the Exchange Offer in accordance with this Section 2, the
Issuers shall have no further registration obligations other than the Issuers’
continuing registration obligations with respect to (i) Private Exchange Notes,
(ii) Exchange Notes held by Participating Broker-Dealers and (iii) Notes or
Exchange Notes as to which clause (c)(iii) of this Section 2 applies.


 


In
connection with the Exchange Offer, the Issuers shall:


 


(1)           mail or cause to be mailed to each
Holder entitled to participate in the Exchange Offer a copy of the Prospectus
forming part of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;


 


(2)           utilize the services of a depositary
for the Exchange Offer with an address in the county of New York, the State of
New York;


 


(3)           permit Holders to withdraw tendered
Notes at any time prior to the close of business, New York time, on the last
Business Day on which the Exchange Offer shall remain open; and


 


7

















 


(4)           otherwise comply in all material
respects with all applicable laws, rules and regulations.


 


As
soon as practicable after the close of the Exchange Offer and the Private
Exchange, if any, the Issuers shall:


 


(1)           accept for exchange all Notes validly
tendered and not validly withdrawn by the Holders pursuant to the Exchange
Offer and the Private Exchange, if any;


 


(2)           deliver or cause to be delivered to
the Trustee for cancellation all Notes so accepted for exchange; and


 


(3)           instruct the Trustee to authenticate
and deliver promptly to each such Holder of Notes, Exchange Notes or Private
Exchange Notes, as the case may be, an amount equal in principal amount to the
Registrable Notes of such Holder so accepted for exchange.


 


The Exchange Offer and the
Private Exchange shall not be subject to any conditions, other than that (i)
the Exchange Offer or the Private Exchange, as the case may be, does not
violate applicable law or any applicable interpretation of the staff of the
Commission, (ii) no action or proceeding shall have been instituted or
threatened in any court or by any governmental agency which might materially
impair the ability of the Issuers to proceed with the Exchange Offer or the
Private Exchange, and no material adverse development shall have occurred in
any existing action or proceeding with respect to the Issuers and (iii) all
governmental approvals shall have been obtained, which approvals the Issuers
deem necessary for the consummation of the Exchange Offer or the Private Exchange.


 


The Exchange Notes and the
Private Exchange Notes shall be issued under (i) the Indenture or (ii) an
indenture identical in all material respects to the Indenture (in either case,
with such changes as are necessary to comply with any requirements of the
Commission to effect or maintain the qualification thereof under the TIA) and
which, in either case, has been qualified under the TIA and shall provide that
(a) the Exchange Notes shall not be subject to the transfer restrictions under
the Securities Act set forth in the Indenture and (b) the Private Exchange
Notes shall be subject to the transfer restrictions set forth in the
Indenture.  The Indenture or such
indenture shall provide that the Exchange Notes, the Private Exchange Notes and
the Notes shall vote and consent together on all matters as one class and that
none of the Exchange Notes, the Private Exchange Notes or the Notes will have
the right to vote or consent as a separate class on any matter.


 


(c)           In the event that (i) any changes in
law or the applicable interpretations of the staff of the Commission do not
permit the Issuers to effect the Exchange Offer, (ii) for any reason the
Exchange Offer is not consummated within 210 days following the Issue Date, 


 


8

















 


(iii)
any Holder, other than an Initial Purchaser, is prohibited by law or the
applicable interpretations of the staff of the Commission from participating in
the Exchange Offer, (iv) in the case of any Holder who participates in the Exchange
Offer, such Holder does not receive Exchange Notes on the date of the exchange
that may be sold without restriction under state and federal securities laws
(other than due solely to the status of such holder as an affiliate of any
Issuer within the meaning of the Securities Act) or (v) the Initial Purchasers
so request with respect to Notes or the Private Exchange Notes that have, or
that are reasonably likely to be determined to have, the status of unsold
allotments in an initial distribution (each such event referred to in clauses
(i) through (v) of this sentence, a “Shelf Filing Event”), then the
Issuers shall file a Shelf Registration pursuant to Section 3 hereof.


 


Section 3.               Shelf Registration.


 


If at any time a Shelf
Filing Event shall occur, then:


 


(a)           Shelf Registration.  The Issuers shall file with the Commission a
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the
Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section
2(c)(iii) hereof is applicable (the “Shelf Registration”).  The Issuers shall use their reasonable best
efforts to file with the Commission the Shelf Registration as promptly as
practicable and in any event within 30 Business Days after a Shelf Filing
Event.  The Shelf Registration shall be
on Form S-3 or another appropriate form permitting registration of such
Registrable Notes for resale by Holders in the manner or manners designated by
them (including, without limitation, one or more underwritten offerings).  The Company shall not permit any securities
other than the Registrable Notes to be included in the Shelf Registration.


 


(b)           The Issuers shall use their
reasonable best efforts (x) to cause the Shelf Registration to be declared
effective under the Securities Act on or prior to the date which is 120 days
after a Shelf Filing Event and (y) to keep the Shelf Registration continuously
effective under the Securities Act for the period ending on the date which is
two years from the Issue Date, subject to extension pursuant to the penultimate
paragraph of Section 5 hereof (the “Effectiveness Period”), or such
shorter period ending when all Registrable Notes covered by the Shelf
Registration have been sold in the manner set forth and as contemplated in the
Shelf Registration; provided, however, that (i) the Effectiveness
Period in respect of the Shelf Registration shall be extended to the extent
required to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 of the Securities Act and as otherwise provided herein
and (ii) the Company may suspend the effectiveness of the Shelf Registration
Statement by written notice to the Holders solely as a result of the filing of
a post-effective amendment to the Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is 


 


9

















 


not
yet effective and needs to be declared effective to permit Holders to use the
related Prospectus.


 


(c)           Supplements and Amendments.  The Issuers agree to supplement or make
amendments to the Shelf Registration Statement as and when required by the
rules, regulations or instructions applicable to the registration form used for
such Shelf Registration Statement or by the Securities Act or rules and
regulations thereunder for shelf registration, or if reasonably requested by
the Holders of a majority in aggregate principal amount of the Registrable
Notes covered by such Registration Statement or by any underwriter of such
Registrable Notes.


 


Section 4.               Additional Interest.


 


(a)           The Issuers and the Initial
Purchasers agree that the Holders will suffer damages if the Company fails to
fulfill its obligations under Section 2 or Section 3 hereof and that it would
not be feasible to ascertain the extent of such damages with precision.  Accordingly, the Company agrees that if:


 


(i)               the Exchange Offer Registration
Statement is not filed with the Commission within 90 days after the Issue Date
or, if that day is not a Business Day, the next day that is a Business Day,


 


(ii)              the Exchange Offer Registration
Statement is not declared effective within 180 days after the Issue Date or, if
that day is not a Business Day, the next day that is a Business Day,


 


(iii)             the Exchange Offer is not
consummated within 30 Business Days following the effective date of the
Exchange Offer Registration Statement, the next day that is a Business Day,


 


(iv)             the Shelf Registration Statement is
required to be filed but it is not filed or declared effective within the time
periods required by this Agreement, or


 


(v)              any registration statement
required by this Agreement is filed and declared effective but thereafter
ceases to be effective or usable as a result of a breach by the Company of its
obligations under this Agreement, except if a Shelf Registration ceases to be
effective or usable as specifically permitted by the penultimate paragraph of
Section 5 hereof.


 


(each such event referred to in clauses (i)
through (v), a “Registration Default”), liquidated damages in the form
of additional cash interest (“Additional Interest”) will accrue on the
affected Notes and the affected Exchange Notes, as applicable.  The rate of Additional Interest will be
0.25% per annum for the first 90-day period immediately following the
occurrence of 


 


10

















 


a Registration Default, increasing by an
additional 0.25% per annum with respect to each subsequent 90-day period up to
a maximum amount of Additional Interest of 1.00% per annum, from and including
the date on which any such Registration Default shall occur to, but excluding,
the earlier of (1) the date on which all Registration Defaults have been cured
or (2) the date on which all the Notes and Exchange Notes otherwise become
freely transferable by Holders other than affiliates of the Issuers without
further registration under the Securities Act. 
On the date on which all Registration Defaults then in effect have been
cured, the interest rate on the Notes will revert to the interest rate
originally borne by the Notes.  If,
after the cure of all Registration Defaults then in effect, there is a
subsequent Registration Default, the rate of Additional Interest for such
subsequent Registration Default shall initially be 0.25% regardless of the rate
in effect with respect to any prior Registration Default at the time of cure of
such Registration Default.


 


Notwithstanding the
foregoing, (1) the amount of Additional Interest payable shall not increase
because more than one Registration Default has occurred and is pending and (2)
a Holder of Notes or Exchange Notes who is not entitled to the benefits of the
Shelf Registration Statement shall not be entitled to Additional Interest with
respect to a Registration Default that pertains to the Shelf Registration
Statement.


 


(b)           So long as any Notes remain
outstanding, the Company shall notify the Trustee within three (3) Business
Days after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid. 
Any amounts of Additional Interest due pursuant to clauses (a)(i),
(a)(ii), (a)(iii), (a)(iv)or (a)(v) of this Section 4 will be payable in cash
semi-annually on each date that interest is required to be paid on the Notes
pursuant to the Indenture (each, a “Damages Payment Date”), commencing
with the first such date occurring after any such Additional Interest commences
to accrue, to Holders to whom regular interest is payable on such Damages
Payment Date with respect to Notes that are Registrable Securities.  The amount of Additional Interest for
Registrable Notes will be determined by multiplying the applicable rate of
Additional Interest by the aggregate principal amount of all such Registrable
Notes held by Holders entitled to receive Additional Interest and which
Registrable Notes are outstanding on the Damages Payment Date following such
Registration Default in the case of the first such payment of Additional
Interest with respect to a Registration Default (and thereafter at the next
succeeding Damages Payment Date until the cure of such Registration Default),
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months and, in the case of a
partial month, the actual number of days elapsed), and the denominator of which
is 360.


 


Section 5.               Registration
Procedures.


 


In connection with the
filing of any Registration Statement pursuant to Section 2 or 3 hereof, the
Issuers shall effect such registrations to permit the sale of the securities
cov-


 


11

















 


ered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder, the
Issuers shall:


 


(a)           prepare and file with the Commission
the Registration Statement or Registration Statements prescribed by Section 2
or 3 hereof, and use their reasonable best efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; provided, however, that, if (1) such filing is pursuant
to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period relating thereto, before
filing any Registration Statement or Prospectus or any amendments or
supplements thereto, the Issuers shall furnish to and afford the Holders of the
Registrable Notes covered by such Registration Statement or each such
Participating Broker-Dealer, as the case may be, their counsel (if such counsel
is known to the Issuers) and the managing underwriters, if any, a reasonable
opportunity to review copies of all such documents (including copies of any
documents to be incorporated by reference therein and all exhibits thereto)
proposed to be filed (in each case at least five (5) Business Days prior to
such filing or such later date as is reasonable under the circumstances).  The Issuers shall not file any Registration Statement
or Prospectus or any amendments or supplements thereto if the Holders of a
majority in aggregate principal amount of the Registrable Notes covered by such
Registration Statement, or any such Participating Broker-Dealer, as the case
may be, their counsel, or the managing underwriters, if any, shall reasonably
object on a timely basis (it being understood that during any such period that
the Issuers refrain from filing any Registration Statement or Prospectus
(including any amendments or supplements thereto) due solely to the objection
of the Holders of a majority in aggregate principal amount of the Registrable
Notes or any Participating Broker-Dealer, or their counsel or underwriters, the
period leading to one or more Registration Default Events will be suspended);


 


(b)           prepare and file with the Commission
such amendments and post-effective amendments to each Shelf Registration
Statement or Exchange Offer Registration Statement, as the case may be, as may
be necessary to keep such Registration Statement continuously effective for the
Effectiveness Period or the Applicable Period, as the case may be; cause the
related Prospectus to be supplemented by any Prospectus supplement required by
applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities Act; and
comply with the applicable provisions of the Securities Act and the Exchange
Act with respect to the disposition of all securities covered by such
Registration Statement as so amended or in such Prospectus as so supplemented
and with respect to the subsequent resale of any securities being sold by a
Participating Broker-Dealer covered by any such Prospectus, in each case, in
accordance with the intended methods of distribution set forth in such
Registration Statement or Prospectus, as so amended or supplemented, as the
case may be;


 


12

















 


(c)           if (1) a Shelf Registration is filed
pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange
Offer Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period relating thereto from
whom the Issuers have received written notice that such Broker-Dealer will be a
Participating Broker-Dealer in the applicable Exchange Offer, notify the
selling Holders of Registrable Notes, or each such Participating Broker-Dealer,
as the case may be, their counsel (if such counsel is known to the Issuers) and
the managing underwriters, if any, as promptly as possible, and, if requested
by any such Person, confirm such notice in writing, (i) when a Prospectus or
any Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective under the Securities Act (including in such notice a
written statement that any Holder may, upon request, obtain, at the sole
expense of the Issuers, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits),
(ii) of the issuance by the Commission of any stop order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus or the initiation of any
proceedings for that purpose, (iii) if at any time when a Prospectus is
required by the Securities Act to be delivered in connection with sales of the
Registrable Notes or resales of Exchange Notes by Participating Broker-Dealers
the representations and warranties of the Issuers contained in any agreement
(including any underwriting agreement) contemplated by Section 5(m) hereof
cease to be true and correct in all material respects, (iv) of the receipt by
any of the Issuers of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or
any of the Registrable Notes or the Exchange Notes for offer or sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition or
any information becoming known to the Issuers that makes any statement of
material fact made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading and (vi) of the
Issuers’ determination that a post-effective amendment to a Registration
Statement would be appropriate;


 


(d)           if (1) a Shelf Registration is filed
pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange
Offer Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer 


 


13

















 


who seeks to sell Exchange
Notes during the Applicable Period, use their reasonable best efforts to
prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of
any of the Registrable Notes or the Exchange Notes, as the case may be, for sale
in any jurisdiction, and, if any such order is issued, to use their reasonable
best efforts to obtain the withdrawal of any such order at the earliest
practicable moment;


 


(e)           if (1) a Shelf Registration is filed
pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange
Offer Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period and if reasonably
requested by the managing underwriter or underwriters (if any), the Holders of
a majority in aggregate principal amount of the Registrable Notes covered by
such Registration Statement or any Participating Broker-Dealer, as the case may
be, (i) promptly incorporate into such Registration Statement or Prospectus a
prospectus supplement or post-effective amendment containing such information
as the managing underwriter or underwriters (if any), such Holders or any
Participating Broker-Dealer, as the case may be (based upon advice of counsel),
determine is reasonably necessary to be included therein and (ii) make all
required filings of such prospectus supplement or such post-effective amendment
as soon as practicable after the Company has received notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment; provided, however, that the Issuers shall not be
required to take any action hereunder that would, in their judgment based upon
the advice of counsel to the Company, violate applicable laws;


 


(f)            if (1) a Shelf Registration is filed
pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange
Offer Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, furnish to each
selling Holder of Registrable Notes or each such Participating Broker-Dealer,
as the case may be, who so requests, their counsel (if such counsel is known to
the Issuers) and each managing underwriter, if any, at the sole expense of the
Company, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules, and, if requested, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits;


 


(g)           if (1) a Shelf Registration is filed
pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange
Offer Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, deliver to each
selling Holder of Registrable Notes or each such Participating Broker-Dealer,
as the case may be, their respective counsel, and the underwriters, if any, at
the sole expense of the Company, as many 


 


14

















 


copies of the Prospectus or
Prospectuses (including each form of preliminary prospectus) and each amendment
or supplement thereto and any documents incorporated by reference therein as
such Persons may reasonably request; and, subject to the last paragraph of this
Section 5, the Issuers hereby consent to the use of such Prospectus and each
amendment or supplement thereto by each of the selling Holders of Registrable
Notes or each such Participating Broker-Dealer, as the case may be, and the
underwriters or agents, if any, and dealers (if any), in connection with the
offering and sale of the Registrable Notes covered by, or the sale by
Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus
and any amendment or supplement thereto;


 


(h)           prior to any public offering of
Registrable Notes or Exchange Notes or any delivery of a Prospectus contained
in the Exchange Offer Registration Statement by any Participating Broker-Dealer
who seeks to sell Exchange Notes during the Applicable Period, use their
reasonable best efforts to register or qualify, and to cooperate with the
selling Holders of Registrable Notes or each such Participating Broker-Dealer,
as the case may be, the managing underwriter or underwriters, if any, and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable Notes or
Exchange Notes, as the case may be, for offer and sale under the securities or
Blue Sky laws of such jurisdictions within the United States as any selling
Holder, Participating Broker-Dealer or the managing underwriter or underwriters
reasonably request; provided, however, that where Exchange Notes
or Registrable Notes are offered other than through an underwritten offering,
the Company agrees to use its reasonable best efforts to cause the Company’s
counsel to perform Blue Sky investigations and file registrations and
qualifications required to be filed pursuant to this Section 5(h); keep each
such registration or qualification (or exemption therefrom) effective during
the period such Registration Statement is required to be kept effective and do
any and all other acts or things reasonably necessary or advisable to enable
the disposition in such jurisdictions of such Exchange Notes or Registrable
Notes covered by the applicable Registration Statement; provided, however,
that no Issuer shall be required to (A) qualify generally to do business in any
jurisdiction where it is not then so qualified, (B) take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or (C) subject itself to taxation;


 


(i)            if a Shelf Registration is filed
pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable
Notes and the managing underwriter or underwriters, if any, to facilitate the
timely preparation and delivery of certificates representing Registrable Notes
to be sold, which certificates shall not bear any restrictive legends and shall
be in a form eligible for deposit with The Depository Trust Company, or the
DTC; and enable such Registrable Notes to be in such denominations and
registered in such names as the managing underwriter or underwriters, if any,
or selling Holders may request at least three (3) Business Days prior to any
sale of such Registrable Notes;


 


(j)            use their reasonable best efforts to
cause the Registrable Notes or Exchange Notes covered by any Registration
Statement to be registered with or approved by such other governmental agencies
or authorities as may be reasonably necessary to enable the seller or sellers
thereof or the underwriter or underwriters, if any, to consummate the
disposition of such Registrable Notes or 


 


15

















 


Exchange Notes, except as
may be required solely as a consequence of the nature of such selling Holder’s
business, in which case the Issuers will cooperate in all reasonable respects
with the filing of such Registration Statement and the granting of such
approvals;


 


(k)           if (1) a Shelf Registration is filed
pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange
Offer Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, upon the occurrence
of any event contemplated by Sections 5(c)(v) or 5(c)(vi) hereof, as promptly
as practicable prepare and (subject to Section 5(a) and the penultimate
paragraph of this Section 5) file with the Commission, at the sole expense of
the Issuers, a supplement or post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Notes being sold thereunder or to the purchasers of the
Exchange Notes to whom such Prospectus will be delivered by a Participating
Broker-Dealer, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;


 


(l)            prior to the effective date of the
first Registration Statement relating to the Registrable Notes, (i) provide the
Trustee with certificates for the Registrable Notes in a form eligible for
deposit with The Depository Trust Company and (ii) provide a CUSIP number for
the Registrable Notes;


 


(m)          in connection with any underwritten
offering of Registrable Notes pursuant to a Shelf Registration, enter into an
underwriting agreement as is customary in underwritten offerings of debt
securities similar to the Notes and take all such other actions as are
reasonably requested by the managing underwriter or underwriters representing
the Holders of a majority in aggregate principal amount of the Securities being
sold (the “Majority Holders”) in order to expedite or facilitate the
registration or the disposition of such Registrable Notes and, in such
connection, (i) make such representations and warranties to, and covenants
with, the underwriters with respect to the business of the Company and its
subsidiaries, as then conducted (including any acquired business, properties or
entity, if applicable), and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings of debt securities similar to the Notes, and confirm the
same in writing if and when requested, (ii) use their reasonable best efforts
to 


 


16

















 


obtain the written opinions
of counsel to the Issuers and written updates thereof in form, scope and
substance reasonably satisfactory to the managing underwriter or underwriters
representing the Majority Holders, addressed to the underwriters covering the
matters customarily covered in opinions requested in underwritten offerings and
such other matters as may be reasonably requested by the managing underwriter
or underwriters representing the Majority Holders, (iii) use their reasonable
best efforts to obtain “cold comfort” letters and updates thereof in form,
scope and substance reasonably satisfactory to the managing underwriter or
underwriters representing the Majority Holders from the independent certified
public accountants of the Issuers (and, if necessary, any other independent
certified public accountants of any subsidiary of the Issuers or of any
business acquired by the Issuers for which financial statements and financial
data are, or are required to be, included or incorporated by reference into the
Registration Statement), addressed to each of the underwriters, such letters to
be in customary form and covering matters of the type customarily covered in
“cold comfort” letters in connection with underwritten offerings and (iv) if an
underwriting agreement is entered into, the same shall contain indemnification
provisions and procedures no less favorable than those set forth in Section 7
hereof (or such other provisions and procedures acceptable to the Majority
Holders) with respect to all parties to be indemnified pursuant to said
Section; provided that the Issuers shall not be required to provide
indemnification to any underwriter selected in accordance with the provisions
of Section 9 hereof with respect to information relating to such underwriter
furnished in writing to the Issuers by or on behalf of such underwriter
expressly for inclusion in such Registration Statement.  The above shall be done at each closing
under such underwriting agreement, or as and to the extent required thereunder;


 


(n)           if (1) a Shelf Registration is filed
pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange
Offer Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, make available for
inspection by any a representative of the Majority Holders of such Registrable
Notes being sold or each such Participating Broker-Dealer, as the case may be,
any underwriter participating in any such disposition of Registrable Notes, if
any, and any attorney, accountant or other agent retained by any such Majority
Holders or each such Participating Broker-Dealer, as the case may be, or
underwriter (collectively, the “Inspectors”), at the offices where
normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and instruments of the Company and its
subsidiaries (collectively, the “Records”) as shall be reasonably
necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors  and employees of the Company and its subsidiaries to supply all
information reasonably requested by any such Inspector in connection with such
Registration Statement and Prospectus. 
Each Inspector shall agree in writing that it will keep the Records
confidential and that it will not disclose, or use in connection with any
market transactions in violation of any applicable securities laws, any Records
that the Company determines, in good faith, to be confidential and that it
notifies the 


 


17

















 


Inspectors in writing are
confidential unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in such Registration Statement or
Prospectus, (ii) the release of such Records is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction, (iii) disclosure of such
information is necessary or advisable in the opinion of counsel for an
Inspector in connection with any action, claim, suit or proceeding, directly or
indirectly, involving or potentially involving such Inspector and arising out
of, based upon, relating to or involving this Agreement or the Purchase Agreement,
or any transactions contemplated hereby or thereby or arising hereunder or
thereunder or (iv) the information in such Records has been made generally
available to the public; provided, however, that (x) each
Inspector shall agree to use reasonable best efforts to provide advance written
notice to the Company not less than 10 Business Days in advance of the
potential disclosure of any information by such Inspector pursuant to clause
(i), (ii) or (iii) of this sentence to permit the Issuers to obtain a
protective order (or waive the provisions of this paragraph (n)) and (y) each
such Inspector shall take such actions as are reasonably necessary to protect
the confidentiality of such information (if practicable) to the extent such
actions are otherwise not inconsistent with an impairment of or in derogation
of the rights and interests of the Holder or any Inspector;


 


(o)           provide an indenture trustee for the
Registrable Notes or the Exchange Notes, as the case may be, and cause the
Indenture or the trust indenture provided for in Section 2(b) hereof to be
qualified under the TIA not later than the effective date of the Exchange Offer
or the first Registration Statement relating to the Registrable Notes; and in
connection therewith, cooperate with such trustee and the Holders of the
Registrable Notes or Exchange Notes, as applicable, to effect such changes to
such indenture as may be required for such indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use their reasonable best
efforts to cause such trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed
with the Commission to enable such indenture to be so qualified in a timely
manner;


 


(p)           comply with all applicable rules and
regulations of the Commission and make generally available to the Issuers’
securityholders earnings statements satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Notes or Exchange Notes are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover such 12-month periods consistent with
the requirements of Rule 158;


 


(q)           upon the request of a Holder, upon
consummation of the Exchange 


 


18

















 


Offer or a Private Exchange,
use their reasonable best efforts to obtain an opinion of counsel to the
Company, in a form customary for underwritten transactions, addressed to the
Trustee for the benefit of all Holders of Registrable Notes participating in
the Exchange Offer or the Private Exchange, as the case may be, that the
Exchange Notes or the Private Exchange Notes, as the case may be, and the
related indenture constitute legal, valid and binding obligations of the
Issuers, enforceable against the Issuers in accordance with its respective
terms, subject to customary exceptions and qualifications;


 


(r)            if the Exchange Offer or a Private
Exchange is to be consummated, upon delivery of the Registrable Notes by
Holders to the Issuers (or to such other Person as directed by the Issuers) in
exchange for the Exchange Notes or the Private Exchange Notes, as the case may
be, mark, or cause to be marked, on such Registrable Notes that such
Registrable Notes are being cancelled in exchange for the Exchange Notes or the
Private Exchange Notes, as the case may be; provided that in no event
shall such Registrable Notes be marked as paid or otherwise satisfied;


 


(s)           cooperate with each seller of
Registrable Notes covered by any Registration Statement and each underwriter,
if any, participating in the disposition of such Registrable Notes and their
respective counsel in connection with any filings required to be made with the
NASD;


 


(t)            use their reasonable best efforts to
take all other steps reasonably necessary or advisable to effect the
registration of the Exchange Notes and/or Registrable Notes covered by a
Registration Statement contemplated hereby;


 


The
Issuers may require each seller of Registrable Notes or Exchange Notes as to
which any registration is being effected to furnish to the Issuers such
information regarding such seller and the distribution of such Registrable
Notes or Exchange Notes as the Company may, from time to time, reasonably
request.  The Issuers may exclude from
such registration the Registrable Notes of any seller so long as such seller
fails to furnish such information within a reasonable time after receiving such
request and in the event of such an exclusion, the Issuers shall have no
further obligation under this Agreement (including, without limitation, the
obligations under Section 4 hereof) with respect to such seller or any
subsequent Holder of such Registrable Notes. 
Each seller as to which any Shelf Registration is being effected agrees
to furnish promptly to the Issuers all information required to be disclosed in
order to make any information previously furnished to the Issuers by such
seller not materially misleading.


 


If
any such Registration Statement refers to any Holder by name or otherwise as
the holder of any securities of the Issuers, then such Holder shall have the
right to require (i) the insertion therein of language, in form and substance
reasonably satisfactory to such Holder, to the effect that the holding by such
Holder of such securities is not to be construed as a recommendation by such
Holder of the investment quality of the securities covered 


 


19

















 


thereby and that such
holding does not imply that such Holder will assist in meeting any future
financial requirements of the Issuers or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the Securities Act or
any similar federal statute then in force, the deletion of the reference to
such Holder in any amendment or supplement to the applicable Registration
Statement filed or prepared subsequent to the time that such reference ceases
to be required.


 


Each
Holder of Registrable Notes and each Participating Broker-Dealer agrees by
acquisition of such Registrable Notes or Exchange Notes that, upon actual receipt
of any notice from the Issuers (x) of the happening of any event of the kind
described in Sections 5(c)(ii), 5(c)(iii), 5(c)(iv) or 5(c)(v) hereof or (y)
that the Board of Directors of the Company (the “Board of Directors”)
has resolved that the Issuers have a bona
fide business purpose for doing so, then the Issuers may delay the
filing or the effectiveness of the Exchange Offer Registration Statement or the
Shelf Registration Statement (if not then filed or effective, as applicable)
and shall not be required to maintain the effectiveness thereof or amend or
supplement the Exchange Offer Registration Statement or the Shelf Registration,
in all cases, for a period (a “Delay Period”) expiring upon the earlier
to occur of (i) in the case of the immediately preceding clause (x), such
Holder’s or Participating Broker-Dealer’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof or until
it is advised in writing (the “Advice”) by the Company that the use of
the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto or (ii) in the case of the immediately
preceding clause (y), the date which is the earlier of (A) the date on which
such business purpose ceases to interfere with the Issuers’ obligations to file
or maintain the effectiveness of any such Registration Statement pursuant to
this Agreement or (B) 60 days after the Company notifies the Holders of such
good faith determination.  There shall
not be more than 60 days of Delay Periods during any 12-month period.  Each of the Effectiveness Period and the
Applicable Period, if applicable, shall be extended by the number of days of
any Delay Period.  Any Delay Period will
not alter the obligations of the Issuers to pay Additional Interest under the
circumstances set forth in Section 4 hereof.


 


In
the event of any Delay Period pursuant to clause (y) of the preceding
paragraph, the Issuers shall notify the Holders as soon as practicable after
the Board of Directors makes such a determination of the need for a Delay
Period and shall state, to the extent practicable, an estimate of the duration
of such Delay Period and shall advise the recipient thereof of the agreement of
such Holder provided in the next succeeding sentence.  Each Holder, by his acceptance of any Registrable Note, agrees
that during any Delay Period, each Holder will discontinue disposition of such
Notes or Exchange Notes covered by such Registration Statement or Prospectus or
Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the
case may be.


 


20

















 


Section 6.               Registration Expenses.


 


All
fees and expenses incident to the performance of or compliance with this
Agreement by the Issuers (other than any underwriting discounts or commissions)
shall be borne by the Issuers, whether or not the Exchange Offer Registration
Statement or the Shelf Registration is filed or becomes effective or the
Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with
Blue Sky qualifications of the Registrable Notes or the Exchange Notes and
determination of the eligibility of the Registrable Notes or the Exchange Notes
for investment under the laws of such jurisdictions (x) where the holders of
Registrable Notes are located, in the case of an Exchange Offer or (y) as
provided in Section 5(h) hereof, in the case of a Shelf Registration or in the
case of Exchange Notes to be sold by a Participating Broker-Dealer during the
Applicable Period)), (ii) printing expenses, including, without limitation,
expenses of printing certificates for Registrable Notes or Exchange Notes in a
form eligible for deposit with the DTC and of printing prospectuses if the
printing of prospectuses is requested by the managing underwriter or
underwriters, if any, or by the Holders of a majority in aggregate principal
amount of the Registrable Notes included in any Registration Statement or in
respect of Exchange Notes to be sold by any Participating Broker-Dealer during
the Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Issuers and
reasonable fees and disbursements of one special counsel for all of the sellers
of Registrable Notes in representing such sellers solely in connection with
such registration (exclusive of any counsel retained pursuant to Section 7
hereof), (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(m)(iii) hereof (including, without
limitation, the expenses of any special audit and “cold comfort” letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Issuers desire such insurance, (vii) fees and expenses of all
other Persons retained by any of the Issuers, (viii) internal expenses of the
Issuers (including, without limitation, all salaries and expenses of officers
and employees of the Issuers performing legal or accounting duties), (ix) the
expense of any annual audit, (x) the fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
and the obtaining of a rating of the securities, in each case, if applicable
and (xi) the expenses relating to printing, word processing and distributing
all Registration Statements, underwriting agreements, indentures and any other
documents necessary to comply with this Agreement.  Notwithstanding the foregoing or anything to the contrary, each
Holder shall pay all underwriting discounts and commissions of any underwriters
with respect to any Registrable Notes sold by or on behalf of it.


 


Section 7.               Indemnification.


 


(a)           Each Issuer, jointly and severally,
agrees to indemnify and hold harmless each Holder of Registrable Notes and each
Participating Broker-Dealer selling 


 


21

















 


Exchange
Notes during the Applicable Period, each Person, if any, who controls any such
Person within the meaning of Section 15 of the Securities Act or Section 20(a)
of the Exchange Act, the agents, employees, officers and directors of each
Holder and each such Participating Broker-Dealer and the agents, employees,
officers and directors of any such controlling Person (each, a “Participant”)
from and against any and all losses, liabilities, claims, damages and expenses
(including, but not limited to, reasonable attorneys’ fees and any and all
reasonable out-of-pocket expenses actually incurred in investigating, preparing
or defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all reasonable amounts paid in settlement of any claim
or litigation (in the manner set forth in clause (c) below)) (collectively, “Losses”)
to which they or any of them may become subject under the Securities Act, the
Exchange Act or otherwise insofar as such Losses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto) or Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by, arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the case of the Prospectus, in the
light of the circumstances under which they were made, not misleading; provided
that (i) the foregoing indemnity shall not be available to any Participant
insofar as such Losses are caused by any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with information relating to such Participant furnished to the Issuers or their
representatives in writing by or on behalf of such Participant expressly for
use therein and (ii) the foregoing indemnity with respect to any preliminary
prospectus shall not inure to the benefit of any Participant from whom the
Person asserting such Losses purchased Registrable Notes if (x) it is established
in the related proceeding that such Participant failed to send or give a copy
of the Prospectus (as amended or supplemented if such amendment or supplement
was furnished to such Participant prior to the written confirmation of such
sale) to such Person with or prior to the written confirmation of such sale, if
required by applicable law and (y) the untrue statement or omission or alleged
untrue statement or omission was corrected in the Prospectus (as amended or
supplemented if amended or supplemented as aforesaid).  This indemnity agreement will be in addition
to any liability that the Issuers may otherwise have, including, but not
limited to, liability under this Agreement.


 


(b)           Each Participant agrees, severally
and not jointly, to indemnify and hold harmless each Issuer, each Person, if
any, who controls any Issuer within the meaning of Section 15 of the Securities
Act or Section 20(a) of the Exchange Act, and each of their respective agents,
employees, officers and directors and the agents, employees, officers and
directors of any such controlling Person from and against any Losses to which
they or any of them may become subject under the Securities Act, the Exchange
Act or otherwise insofar as such Losses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any 


 


22

















 


amendment
thereto) or Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,
or caused by, arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in the case of the Prospectus, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that any such Loss arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information relating to
such Participant furnished in writing to the Issuers by or on behalf of such
Participant expressly for use therein.


 


(c)           Promptly after receipt by an
indemnified party under subsection 7(a) or 7(b) above of notice of the
commencement of any action, suit or proceeding (collectively, an “Action”),
such indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement of such Action
(but the failure so to notify an indemnifying party shall not relieve such
indemnifying party from any liability that it may have under this Section 7
except to the extent that it has been prejudiced in any material respect by
such failure).  In case any such Action
is brought against any indemnified party, and it notifies an indemnifying party
of the commencement of such Action, the indemnifying party will be entitled to
participate in such Action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense of such Action with
counsel reasonably satisfactory to such indemnified party (in which case the
indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified parties except as
set forth below).  Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such Action, but the reasonable fees and expenses
of such counsel shall be at the expense of such indemnified party or parties
unless (i) the employment of such counsel shall have been authorized in writing
by the indemnifying parties in connection with the defense of such Action, (ii)
the indemnifying parties shall not have employed counsel to take charge of the
defense of such Action within a reasonable time after notice of commencement of
the Action or (iii) the named parties to such Action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties
(or such indemnifying parties have assumed the defense of such Action) and such
indemnified party or parties shall have reasonably concluded, based upon the
advice of counsel, that the use of counsel chosen by the indemnifying party to
represent the indemnified parties would present such counsel with a conflict
under applicable professional standards (in which case the indemnifying parties
shall not have the right to direct the defense of such Action on behalf of the
indemnified party or parties), in any of which events such fees and expenses of
counsel shall be borne by the indemnifying parties.  In no event shall the indemnifying party be liable for the
reasonable fees and expenses of more than one counsel (together with
appropriate local counsel) at any time for all indemnified parties in
connection with any one Action or separate but 


 


23

















 


substantially
similar or related actions arising in the same jurisdiction out of the same
general allegations or circumstances. 
Any such counsel for the Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Notes sold by all
such Participants and shall be reasonably acceptable to the Issuers and any
such counsel for the Issuers, their affiliates, officers, directors,
representatives, employees and agents and such control Person of such Issuers
shall be designated in writing by such Issuers and shall be reasonably
acceptable to the Holders.  An
indemnifying party shall not be liable for any settlement of any claim or
action effected without its written consent, which consent may not be
unreasonably withheld.  No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless (x) such settlement includes
an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding, or (y) the indemnifying party
provides the indemnified party with a written statement asserting that it will
continue to indemnify the indemnified party in respect of such proceeding.


 


(d)           In order to provide for contribution
in circumstances in which the indemnification provided for in this Section 7 is
for any reason held to be unavailable from the indemnifying party, or is
insufficient to hold harmless a party indemnified under this Section 7, each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such aggregate Losses (i) in such proportion
as is appropriate to reflect the relative benefits received by each indemnifying
party, on the one hand, and each indemnified party, on the other hand, from the
sale of the Notes to the Initial Purchasers or the resale of the Registrable
Notes by such Holder, as applicable or (ii) if such allocation is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault
of each indemnified party, on the one hand, and each indemnifying party, on the
other hand, in connection with the statements or omissions that resulted in
such Losses, as well as any other relevant equitable considerations.  The relative benefits received by the
Issuers, on the one hand, and each Participant, on the other hand, shall be
deemed to be in the same proportion as (x) the total proceeds from the sale of
the Notes to the Initial Purchasers (net of discounts and commissions but
before deducting expenses) received by the Issuers are to (y) the total net
profit received by such Participant in connection with the sale of the
Registrable Notes.  The relative fault
of the parties shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Issuers or such Participant and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission or alleged statement or omission.


 


(e)           The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other 


 


24

















 


method
of allocation that does not take into account the equitable considerations
referred to above.  Notwithstanding the
provisions of this Section 7, (i) in no case shall any Participant be required
to contribute any amount in excess of the amount by which the net profit
received by such Participant in connection with the sale of the Registrable
Notes exceeds the amount of any damages that such Participant has otherwise
been required to pay by reason of any untrue or alleged untrue statement or
omission or alleged omission and (ii) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.  Any party
entitled to contribution will, promptly after receipt of notice of commencement
of any Action against such party in respect of which a claim for contribution
may be made against another party or parties under this Section 7, notify such
party or parties from whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have under this
Section 7 or otherwise, except to the extent that it has been prejudiced in any
material respect by such failure; provided, however, that no
additional notice shall be required with respect to any Action for which notice
has been given under this Section 7 for purposes of indemnification.  Anything in this section to the contrary
notwithstanding, no party shall be liable for contribution with respect to any
Action or claim settled without its written consent; provided, however,
that such written consent was not unreasonably withheld.


 


Section 8.               Rules 144 and 144A.


 


The
Issuers covenant that they will file the reports, if any, required to be filed
by them under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act
and, if at any time the Issuers are not required to file such reports, they
will, upon the request of any Holder or beneficial owner of Registrable Notes,
make available such information necessary to permit sales pursuant to Rule 144A
of the Securities Act.  The Issuers
further covenant that for so long as any Registrable Notes remain outstanding
they will take such further action as any Holder of Registrable Notes may
reasonably request from time to time to enable such Holder to sell Registrable
Notes without registration under the Securities Act within the limitation of
the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities
Act, as such Rules may be amended from time to time or (b) any similar rule or
regulation hereafter adopted by the Commission.


 


Section 9.               Underwritten Registrations.


 


If
any of the Registrable Notes covered by any Shelf Registration are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will manage the offering will be selected by the
Holders of a majority in aggre-


 


25

















 


gate principal amount of
such Registrable Notes included in such offering and shall be reasonably
acceptable to the Company.


 


No
Holder of Registrable Notes may participate in any underwritten registration
hereunder if such Holder does not (a) agree to sell such Holder’s Registrable
Notes on the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements and (b) complete and
execute all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.


 


Section 10.             Miscellaneous.


 


(a)           No Inconsistent
Agreements.  The Issuers have not
entered into, as of the date hereof, and shall not enter into, after the date
of this Agreement, any agreement with respect to any of their securities that
is inconsistent with the rights granted to the Holders of Registrable Notes in
this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder
do not conflict with and are not inconsistent with, in any material respect,
the rights granted to the holders of any of the Issuers’ other issued and
outstanding securities under any such agreements.  The Issuers have not entered and will not enter into any
agreement with respect to any of their securities which will grant to any
Person piggy-back registration rights with respect to any Registration
Statement.


 


(b)           Adjustments
Affecting Registrable Notes.  The
Issuers shall not, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a
registration undertaken pursuant to this Agreement.


 


(c)           Amendments and
Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given except pursuant to a
written agreement duly signed and delivered by (I) the Issuers into (on behalf
of all Issuers) and (II)(A) the Holders of not less than a majority in
aggregate principal amount of the then outstanding Registrable Notes and (B) in
circumstances that would adversely affect the Participating Broker-Dealers, the
Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating
Broker-Dealers; provided, however, that Section 7 hereof and this
Section 10(c) may not be amended, modified or supplemented except pursuant to a
written agreement duly signed and delivered by the Issuers and each Holder and
each Participating Broker-Dealer (including any Person who was a Holder or
Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case
may be, disposed of pursuant to any Registration Statement) affected by any
such amendment, modification, waiver or supplement.  Notwithstanding the foregoing, a waiver or consent to departure
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders of Registrable Notes whose securities are being sold
pursuant to a Registration Statement and that does not 


 


26

















 


directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Notes may be given by Holders of at least a majority in aggregate principal
amount of the Registrable Notes being sold pursuant to such Registration
Statement.


 


(d)           Notices.  All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or telecopier:


 


(i)         if to a Holder of the Registrable Notes
or any Participating Broker-Dealer, at the most current address of such Holder
or Participating Broker-Dealer, as the case may be, set forth on the records of
the registrar under the Indenture.


 


(ii)        if to any Issuer, at the address as follows:


 


Euramax International, Inc. 

5445 Triangle Parkway, Suite 350

Norcross, GA 30092

Telephone:  (770) 449-7066

Fax:  (770) 263-8031

Attention:  R. Scott Vansant


 


(iii)       if to the Initial Purchasers, at the
address as follows:


 


UBS Securities LLC

299 Park Avenue

New York, New York 10171

Telephone:  (212) 821-3000

Fax number:  (203) 719-1075

Attention:  Syndicate Department


 


All
such notices and communications shall be deemed to have been duly given: when
delivered by hand, if personally delivered; five (5) Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged
by the recipient’s telecopier machine, if telecopied; and on the next Business
Day, if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies
of all such notices, demands or other communications shall be concurrently
delivered by the Person giving the same to the Trustee at the address and in
the manner specified in the Indenture.


 


(e)           Guarantors.  So long as any Registrable Notes remain
outstanding, the Issuers shall cause each Person that becomes a guarantor of
the Notes under the Indenture to 


 


27

















 


execute and deliver a counterpart to this
Agreement which subjects such Person to the provisions of this Agreement as a
Guarantor.  Each of the Guarantors
agrees to join the Issuers in all of their undertakings hereunder to effect the
Exchange Offer for the Exchange Notes and the filing of any Shelf Registration
Statement required hereunder.


 


(f)            Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; provided, however,
that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign holds Registrable Notes.


 


(g)           Counterparts.  This Agreement may be executed in any number
of counterparts and by facsimile, 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.


 


(h)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(i)            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
EACH OF THE ISSUERS HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN
CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR ANY MATTERS
CONTEMPLATED HEREBY.  SERVICE OF ANY
PROCESS, SUMMONS, NOTICE OR DOCUMENT BY REGISTERED MAIL ADDRESSED TO SUCH
ISSUER AT THE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS
AGAINST SUCH ISSUER FOR ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT.  EACH OF THE ISSUERS IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY
SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN ANY SUCH COURT AND ANY
CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.  A FINAL JUDGMENT IN
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT MAY BE ENFORCED
IN ANY OTHER COURTS TO WHOSE JURISDICTION SUCH ISSUER IS OR MAY BE SUBJECT, BY
SUIT UPON JUDGMENT.


 


(j)            Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein 


 


28

















 


shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto
shall use their reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. 
It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


(k)           Securities Held by the Issuers or
Their Affiliates.  Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes
is required hereunder, Registrable Notes held by the Issuers or any of their
affiliates (as such term is defined in Rule 405 of the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 


(l)            Third-Party Beneficiaries.  Holders and beneficial owners of Registrable
Notes and Participating Broker-Dealers are intended third-party beneficiaries
of this Agreement, and this Agreement may be enforced by such Persons.  No other Person is intended to be, or shall
be construed as, a third-party beneficiary of this Agreement.


 


(m)          Attorneys’ Fees.  As between the parties to this Agreement, in
any action or proceeding brought to enforce any provision of this Agreement, or
where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys’ fees actually incurred
in addition to its costs and expenses and any other available remedy.


 


(n)           Entire Agreement.  This Agreement, together with  the Purchase Agreement and the Indenture, is
intended by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein and any and all prior oral or written agreements,
representations, or warranties, contracts, understandings, correspondence,
conversations and memoranda between the Holders on the one hand and the Issuers
on the other, or between or among any agents, representatives, parents,
subsidiaries, affiliates, predecessors in interest or successors in interest
with respect to the subject matter hereof and thereof are merged herein and
replaced hereby.


 


(o)           Judgment Currency.  The Issuers shall, jointly and severally,
indemnify each Holder, each Participating Broker-Dealer, each underwriter who
participates in an offering of Registrable Notes, their respective affiliates,
each Person, if any, who controls any of such parties within the meaning of the
Securities Act or the Exchange Act and each of their respective officers,
directors, employees and agents against any loss incurred by such party as a
result of any judgment or order being given or made in favor of such party for
any amount due under this Agreement and such judgment or order being expressed
and paid in a currency (the “Judgment Currency”) other than United
States dollars and as a result of any variation as 


 


29

















 


between (i) the rate of exchange at which the
United States dollar amount is converted into the Judgment Currency for the
purpose of such judgment or order and (ii) the spot rate of exchange in New
York City, New York at which such party on the date of payment of such judgment
or order is able to purchase United States dollars with the amount of the
Judgment Currency actually received by such party.  The foregoing indemnity shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid.  The term “spot rate of exchange” shall
include any premiums and costs of exchange payable in connection with the purchase
of, or conversion into, United States dollars.


 


(p)           Taxes.  Whenever in this Agreement there is
mentioned, in any context, the payment of amounts under or with respect to any
of the Notes, such mention shall be deemed to include mention of the payment of
Additional Amounts to the extent the holder of the notes is entitled to payment
of Additional Amounts pursuant to the Indenture.


 


30

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.


 


	
   

  	
  EURAMAX
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Vansant

  
	
   

  	
   

  	
  Name:
  R. Scott Vansant

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Smith

  
	
   

  	
   

  	
  Name: J. David Smith

  
	
   

  	
   

  	
  Title: President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EURAMAX INTERNATIONAL
  HOLDINGS B.V.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. Kirk Huddleston

  
	
   

  	
   

  	
  Name: S. Kirk Huddleston

  
	
   

  	
   

  	
  Title: Attorney in fact
  for Rob Dresen on behalf of Euramax European Holdings B.V., the sole director
  of Euramax International Holdings B.V.

  



 




















 


	
   

  	
   

  	
  AMERIMAX BUILDING
  PRODUCTS, INC. 

  AMERIMAX COATED PRODUCTS, INC. 

  AMERIMAX DIVERSIFIED PRODUCTS, INC.

  AMERIMAX FABRICATED PRODUCTS, INC.

  AMERIMAX FINANCE COMPANY, INC.

  AMERIMAX HOME PRODUCTS, INC.

  AMERIMAX LAMINATED PRODUCTS, INC.

  AMERIMAX RICHMOND COMPANY

  FABRAL HOLDINGS, INC. 

  FABRAL, INC.,

  as Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R Scott Vansant

  
	
   

  	
   

  	
  Name: R. Scott Vansant

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


 

















 


	
   

  	
  AMERIMAX UK, INC.,

  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian Pittendreigh

  
	
   

  	
   

  	
  Name: Ian Pittendreigh

  
	
   

  	
   

  	
  Title: Director

  



 


 

















 


	
  Confirmed
  and accepted as of

  the date first above written:

  	
   

  
	
   

  	
   

  	
   

  
	
  UBS
  SECURITIES LLC,

  On behalf of the Initial Purchasers

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Adam Reeder

  	
   

  
	
   

  	
  Name: Adam Reeder

  	
   

  
	
   

  	
  Title: Managing Director

  	
   

  
	
  By:

  	
  /s/ Patrick Curry

  	
   

  
	
   

  	
  Name: Patrick Curry

  	
   

  
	
   

  	
  Title: Director