Exhibit
10.2


 


SECURITIES HOLDERS
AGREEMENT


 


BY AND AMONG


 


EURAMAX
INTERNATIONAL, INC.


 


CITIGROUP VENTURE
CAPITAL EQUITY PARTNERS, L.P.


 


CVC EXECUTIVE FUND
LLC


 


CVC/SSB EMPLOYEE
FUND, L.P.


 


CITICORP VENTURE
CAPITAL LTD.


 


THE CONTINUING
INVESTORS IDENTIFIED HEREIN


 


AND


 


THE MANAGEMENT
INVESTORS IDENTIFIED HEREIN


 


Dated as of April
15, 2003


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  
	
  1.1.

  	
  Representations
  and Warranties of the Company

  	
   

  
	
  1.2.

  	
  Representations
  and Warranties of Each Investor

  	
   

  
	
   

  	
   

  
	
  ARTICLE II
  CERTAIN RESTRICTIONS

  	
   

  
	
   

  	
   

  
	
  2.1.

  	
  Restrictive
  Legends

  	
   

  
	
  2.2.

  	
  Restrictions on
  Transfers of Shares

  	
   

  
	
  2.3.

  	
  Certain Preemptive Rights

  	
   

  
	
  2.4.

  	
  Other
  Transfer Conditions; Permitted Transferees

  	
   

  
	
  2.5.

  	
  Termination of Certain Restrictions

  	
   

  
	
  2.6.

  	
  Notation

  	
   

  
	
   

  	
   

  
	
  ARTICLE III
  OTHER COVENANTS, AGREEMENTS AND REPRESENTATIONS

  	
   

  
	
   

  	
   

  
	
  3.1.

  	
  Intentionally Omitted

  	
   

  
	
  3.2.

  	
  Financial
  Statements and Other Information

  	
   

  
	
  3.3.

  	
  Regulatory Compliance
  Cooperation

  	
   

  
	
  3.4.

  	
  Required Sale

  	
   

  
	
  3.5.

  	
  Participation
  Rights

  	
   

  
	
  3.6.

  	
  Preemptive
  Rights

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV
  CORPORATE ACTIONS 

  
	
   

  
	
  4.1.

  	
  Directors and Voting
  Agreements

  	
   

  
	
  4.2.

  	
  Right
  to Remove Certain of the Company’s Directors

  	
   

  
	
  4.3.

  	
  Right
  to Fill Certain Vacancies in Company’s Board

  	
   

  
	
  4.4.

  	
  Approval Rights

  	
   

  
	
   

  	
   

  
	
  ARTICLE V ADDITIONAL RESTRICTIONS ON MANAGEMENT INVESTORS

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1.

  	
  Certain
  Definitions

  	
   

  
	
  5.2.

  	
  Purchase Option

  	
   

  
	
  5.3.

  	
  Involuntary
  Transfers

  	
   

  
	
  5.4.

  	
  Purchaser
  Representative

  	
   

  
	
  5.5.

  	
  Non-Compete
  Undertakings

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  REGISTRATION RIGHTS 

  	
   

  



 


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  ARTICLE VII
  MISCELLANEOUS 

  	
   

  
	
   

  	
   

  
	
  7.1.

  	
  Amendment and Modification

  	
   

  
	
  7.2.

  	
  Survival of
  Representations and Warranties

  	
   

  
	
  7.3.

  	
  Successors and
  Assigns; Entire Agreement

  	
   

  
	
  7.4.

  	
  Separability

  	
   

  
	
  7.5.

  	
  Notices

  	
   

  
	
  7.6.

  	
  Governing Law

  	
   

  
	
  7.7.

  	
  Headings

  	
   

  
	
  7.8.

  	
  Counterparts

  	
   

  
	
  7.9.

  	
  Further
  Assurances

  	
   

  
	
  7.10.

  	
  Effective Time

  	
   

  
	
  7.11.

  	
  Remedies

  	
   

  
	
  7.12.

  	
  Party No Longer Owning
  Shares

  	
   

  
	
  7.13.

  	
  No
  Effect on Employment

  	
   

  
	
  7.14.

  	
  Pronouns

  	
   

  
	
  7.15.

  	
  Future
  Investors

  	
   

  



 


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SECURITIES HOLDERS
AGREEMENT


 


SECURITIES HOLDERS
AGREEMENT, dated April 15, 2003 (the “Agreement”), by and among EURAMAX
INTERNATIONAL, INC., a Delaware corporation (the “Company”), CITIGROUP
VENTURE CAPITAL EQUITY PARTNERS, L.P., a Delaware limited partnership, CVC
EXECUTIVE FUND LLC, a Delaware limited liability company, and CVC/SSB EMPLOYEE
FUND, L.P., a Delaware Limited Partnership (collectively, the “Fund”),
CITICORP VENTURE CAPITAL LTD., a New York corporation (“CVC” and
together with the Fund, each an “Institutional Investor” and
collectively the “Institutional Investors”), the individuals and
entities listed on the signature pages hereto as “Continuing Investors” (the “Continuing
Investors”), and the individuals listed on the signature pages hereto as
“Management Investors” (the “Management Investors”).  The Institutional Investors, the Continuing
Investors and the Management Investors are sometimes referred to hereinafter
individually as an “Investor” and collectively as the “Investors.”


 


Background


 


A.                                   Pursuant
to the Stock Purchase Agreement, dated the date hereof, by and among the
Company, the Fund and the stockholders of the Company named therein (the “Stock
Purchase Agreement”), the Fund will purchase on the Closing Date (as
defined in the Stock Purchase Agreement) shares of the Company’s Class A voting
Common Stock, par value $1.00 per share (the “Class A Common”) and
shares of the Company’s Class B restricted voting Common Stock, par value $1.00
per share (the “Class B Common” and together with the Class A Common,
the “Common Stock”) from certain stockholders of the Company on the
terms and subject to the conditions set forth in the Stock Purchase
Agreement.  It is a condition precedent
to the consummation of the transactions contemplated by the Stock Purchase
Agreement that the parties hereto enter into this Agreement.


 


B.                                     After
giving effect to all of the transactions contemplated by the Stock Purchase
Agreement and certain other transactions occurring simultaneously therewith,
each Investor will own the shares of Class A Common and/or Class B Common set
forth opposite such Investor’s name on Exhibit A-1 hereto.


 


C.                                     The
Management Investors are employed by the Company or its direct or indirect
subsidiaries.  The restricted shares of
Class A Common set forth opposite each Management Investor’s name on Exhibit
A-2 hereof, together with any restricted shares of Class A Common issued to
the Management Investors after the Closing Date pursuant to the Company’s 2003
Equity Compensation Plan (the “2003 Plan”), are sometimes hereinafter
referred to as the “Restricted Shares.” 
The shares of Class A Common issuable upon exercise of options set forth
opposite each Management Investor’s name on Exhibit A-2 hereof, together
with any shares of Class A Common issuable upon the exercise of options issued
to the Management Investors after the Closing Date by the Company pursuant to
the Company’s 2003 


 

















 


Plan or otherwise, are sometimes hereinafter referred to as the “Option
Shares.”


 


D.                                    As
used herein, the shares of Class A Common and Class B Common owned from time to
time by any Investor hereunder (including without limitation Restricted Shares
and Option Shares) are sometimes collectively hereinafter referred to as “Shares.”  “Shares” shall also be deemed to
include all other securities of the Company (or a successor to the Company)
received on account of ownership of the Shares, including all securities issued
in connection with any merger, consolidation, stock dividend, stock
distribution, stock split, reverse stock split, stock combination,
recapitalization, reclassification, subdivision, conversion or similar
transaction in respect thereof.  Any
Shares owned by a Management Investor are sometimes hereinafter referred to as
“Management Shares.”


 


E.                                      The
Investors and the Company wish to set forth in this Agreement certain
agreements regarding their future relationships and their rights and obligations
with respect to the Shares from and after the Closing (as defined in the Stock
Purchase Agreement).


 


Terms


 


In consideration
of the mutual covenants contained herein and intending to be legally bound
hereby, the parties hereto, effective as of the Closing (the “Effective Time”)
and without any further action required by any party hereto, hereby agree as
follows:


 


ARTICLE I

REPRESENTATIONS AND WARRANTIES


 


1.1.                              Representations and Warranties of
the Company.  The Company
represents and warrants to each of the Investors as follows:


 


(a)                                  The
Company is a corporation validly existing and in good standing under the laws
of the State of Delaware.


 


(b)                                 The
Company has full corporate power and corporate authority to make, execute,
deliver and perform this Agreement and to carry out all of the transactions
provided for herein.


 


(c)                                  The
Company has taken such corporate action as is necessary or appropriate to
enable it to perform its obligations hereunder, and this Agreement constitutes
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with the terms hereof.


 


(d)                                 Immediately
prior to the Closing, the authorized capital stock of the Company consists of
(i) 600,000 shares of Class A Common, of which 437,695.64 shares (without
giving effect to the Restricted Shares or up to 883.75 shares under option
grants that will be cashed out immediately prior to Closing) are issued and
outstanding and (ii) 600,000


 


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shares of Class B Common, of which 44,346.80 shares are issued and
outstanding.  Immediately prior to the
Closing, except for options to purchase 5,450 shares of Class A Common (without
giving effect to the Restricted Shares, options to purchase up to 26,150 shares
under the 2003 Plan and up to 883.75 shares which will be cashed out
immediately prior to Closing), there are no rights, subscriptions, warrants,
options, conversion rights, or agreements of any kind outstanding to purchase
from the Company, or otherwise require the Company to issue, any shares of
capital stock of the Company or securities or obligations of any kind
convertible into or exchangeable for any shares of capital stock of the
Company.


 


(e)                                  After
giving effect to the Closing and excluding any Restricted Shares and Option
Shares, the authorized capital stock of the Company will consist of (i) 600,000
shares of Class A Common, of which 437,695.64 shares (without giving effect to
up to 883.75 shares that will be issued by the Company to the Fund at Closing)
will be issued and outstanding immediately after the Closing and (ii) 600,000
shares of Class B Common, of which 44,346.80 shares will be issued and
outstanding immediately after the Closing. 
Except as set forth on Exhibit A-2 attached hereto and except as
otherwise set forth herein, as of the Closing Date, there will be no rights,
subscriptions, warrants, options, conversion rights, or agreements of any kind
outstanding to purchase from the Company, or otherwise require the Company to
issue, any shares of capital stock of the Company or securities or obligations
of any kind convertible into or exchangeable for any shares of capital stock of
the Company, and the Company will not be subject to any obligation (contingent
or otherwise) to repurchase or otherwise acquire or retire any shares of its
capital stock; and the Shares constitute all of the outstanding shares of the
Company’s capital stock.


 


1.2.                              Representations and Warranties of
Each Investor.  Each of the
Investors severally represents and warrants to the Company and each other
Investor that:


 


(a)                                  such
Investor has full legal right, power and authority (including the due
authorization by all necessary corporate, partnership or limited liability
company action) to enter into this Agreement and to perform such Investor’s
obligations hereunder without the need for the consent of any other person;


 


(b)                                 this
Agreement has been duly authorized, executed and delivered and, as of the
Effective Time, constitutes the legal, valid and binding obligation of such
Investor enforceable against such Investor in accordance with the terms hereof;
and


 


(c)                                  such
Investor is the record owner of the Shares set forth opposite his or its name
on Exhibit A-1 and/or Exhibit A-2 attached hereto, and such
Investor has not granted and is not a party to any proxy, voting trust or other
agreement which is inconsistent with, conflicts with or violates any provision
of this Agreement.


 


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ARTICLE II

CERTAIN RESTRICTIONS


 


2.1.                              Restrictive Legends.


 


(a)                                  All
Shares.  The certificates
representing the Shares shall bear the following legend in addition to any
other legend required under applicable law:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY
TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SECURITIES HOLDERS AGREEMENT BY
AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.  THE SALE, TRANSFER OR OTHER DISPOSITION OF
THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE
TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.


 


(b)                                 Management
Shares. In addition to the legends required by Section 2.1(a) above, the
following legend shall appear on certificates representing Management Shares, provided, that
the Company’s failure to cause certificates representing Management Shares to
bear such legend shall not affect the Company’s Purchase Option described in
Section 5.2:


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
ALSO SUBJECT TO A PURCHASE OPTION OF THE COMPANY APPLICABLE TO “MANAGEMENT
SHARES” AS DESCRIBED IN THE SECURITIES HOLDERS AGREEMENT BY AND AMONG THE
COMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICE OF THE COMPANY.


 


2.2.                              Restrictions on Transfers of Shares.


 


(a)                                  No
Investor or Permitted Transferee shall effect a Transfer (as defined below) of
any Shares other than (i) pursuant to Section 3.4 in connection with an
Approved Sale, (ii) as permitted by Section 3.5 (relating to Participation
Rights), (iii) in the case of a Management Investor, pursuant to Section 5.2 in
connection with the Purchase Option (as hereinafter defined), (iv) in
accordance with Section 2.3 (relating to certain preemptive rights of the Fund
and CVC) and with (x) the consent of Investors holding 70% of the Class A
Common and (y) in the case of a Management Investor, the written consent of a
director designated by the


 


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Fund (if there is one) and a director designated by CVC (if there is
one), (v) to a Permitted Transferee of the Investor in question, (vi) to the
Company or (vii) in connection with any public offering under the Securities
Act or following any public offering in open market transactions or under Rule
144 under the Securities Act.  In
exercising the consent and approval provided for in clause (iv), the Directors
appointed by the Fund may employ their sole discretion in evaluating the nature
of the proposed transferee and they may impose such conditions on Transfer as
they deem appropriate in their sole discretion, including, but not limited to,
requirements that the transferee be an employee of the Company and that the
transferee purchase the Management Investor’s Management Shares as a
“Management Investor” subject to the restrictions of Article V.  In the event any Transfer is authorized
pursuant to clause (iv) to an employee of the Company or any of its
subsidiaries as a “Management Investor,” such employee shall execute an
agreement, in form and substance satisfactory to the Fund, pursuant to which
such employee shall agree to be bound by the terms and conditions of this
Agreement, and upon such execution such employee shall be entitled to the
benefit of such provisions hereof and such other provisions as the Fund
determines and are set forth in such agreement.  In the event any Transfer is made pursuant to clause (v), the
Termination Date (as hereinafter defined) for a Permitted Transferee of a
Management Investor (other than where such Permitted Transferee is another
Management Investor) shall be the Termination Date with respect to the
Management Investor who first acquired the Management Shares held by such
Permitted Transferee pursuant to this Agreement.


 


(b)                                 As
used herein, “Transfer” includes the making of any sale, exchange,
assignment, hypothecation, gift, security interest, pledge or other
encumbrance, or any contract therefor, the creation of any other claim thereto
or any other transfer or disposition whatsoever, whether voluntary or
involuntary, affecting the right, title, interest or possession in or to such
Shares.  Any purported Transfer in violation
of this Agreement shall be null and void and of no force and effect and the
purported transferees shall have no rights or privileges in or with respect to
the Company.  Notwithstanding the
foregoing provisions, each Management Investor agrees that he will not effect a
Transfer of any Management Shares prior to the lapse of such period of time
following acquisition thereof as may be required to comply with applicable
state securities laws.


 


2.3.                              Certain Preemptive Rights.


 


(a)                                  An
Investor or Permitted Transferee who has received the consents and/or approvals
required by Section 2.2(a)(iv) hereof may propose a Transfer of Shares (other
than Restricted Shares that have not fully vested under the terms of the 2003
Plan (the “Unvested Restricted Shares”), for which all Transfers are
prohibited) by submitting a written offer (the “Offer”) to the Company
setting forth (A) the number, class or series of the Shares subject to the
proposed Transfer, (B) the date or proposed date of the Transfer and the name
and address of the proposed transferee, if known, (C) the principal terms of
the Transfer, including the consideration to be received by the Investor or
Permitted Transferees for such Transfer and (D) any other material terms of the
Transfer.


 


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(b)                                 The
Company shall promptly notify the Fund, CVC, the Continuing Investors who are
(or trusts or partnerships who are controlled by) past or present employees of
CVC, and each of their Permitted Transferees (the “Preemptive Holders”)
of its receipt of an Offer (an “Offer Notice”), and each Preemptive
Holder shall have the right to purchase their pro-rata portion (based on the
number of Shares owned by each Preemptive Holder in relation to the number of
Shares owned by all Preemptive Holders) of all or any portion of the Shares
subject to the Offer on the same terms and conditions specified in the
Offer.  Each Preemptive Holder shall
notify (the “Reply Notice”) the Company and the Investor who made the
Offer within twenty-one (21) days after receipt of the Offer Notice of the
maximum number of Shares such Preemptive Holder is willing to purchase pursuant
to and on the same terms and conditions as set forth in the Offer (which number
of Shares may be less than or more than a Preemptive Holder’s proportional
entitlement).  In the event there are
offered Shares for which a Preemptive Holder has not elected to purchase its
proportional entitlement (“Excess Shares”), such Excess Shares shall be
allocated among the Preemptive Holders who in their Reply Notices offered to
purchase more than their proportional entitlement, on a pro-rata basis among
such Preemptive Holders (up to the maximum number of Shares each such
Preemptive Holder specified in its Reply Notice).


 


(c)                                  If
the Preemptive Holders elect in their Reply Notices to purchase all or any
portion of the offered Shares, the closing of the purchase and sale of such
Shares shall be held at the place and on the date established by the Preemptive
Holders purchasing a majority of the offered Shares being purchased, which in
no event shall be less than 21 or more than 30 days from the date of such
Offer.  In the event that the Preemptive
Holders do not collectively elect to purchase all of the offered Shares, the
Investor may, subject to the other provisions of this Agreement, Transfer the
remaining offered Shares not elected to be purchased by the Preemptive Holders
at a price no less than the price specified in the Offer and on other terms no
more favorable to the transferees thereof than specified in the Offer during the
60-day period immediately following the last date on which the Company could
have elected to purchase the offered Shares. 
All such Shares not transferred within such 60 day period will be
subject to the provisions of this Section 2.3 upon subsequent Transfer.


 


2.4.                              Other Transfer Conditions;
Permitted Transferees.


 


(a)                                Prior
to any proposed Transfer of any Shares, other than a Transfer to the Company or
pursuant to Sections 3.4 and 3.5 hereof, the holder thereof shall give
written notice to the Company describing the manner and circumstances of the
proposed Transfer accompanied by a written legal opinion if requested by the
Company, addressed to the Company and the transfer agent, if other than the
Company, and reasonably satisfactory in form and substance to each addressee,
to the effect that the proposed Transfer of the Shares may be effected without
registration under the Securities Act and applicable state securities
laws.  Each certificate evidencing the
Shares transferred shall bear the legends set forth in Section 2.1(a), except
that such certificate shall not bear such legend if the opinion of counsel
referred to above is to the further effect that such legend is not required in
order to establish compliance with any provision of the Securities Act or
applicable state securities laws. 
Notwithstanding the foregoing, no


 


6

















 


written opinion of legal counsel shall be required by
the Company in connection with a Transfer to any Permitted Transferee of the type
defined in Section 2.4(c)(iii) hereof.


 


(b)                                 In
any Transfer of Shares to a Permitted Transferee, each such Permitted
Transferee shall take such Shares subject to and be fully bound by the terms of
this Agreement applicable to it, him or her with the same effect as if it, he
or she were a party hereto (including, if the Shares being Transferred to such
Permitted Transferee are Management Shares, Article V hereof), provided,
that (i) no entity or person shall be a Permitted Transferee unless such
transferee executes a joinder to this Agreement satisfactory in form and
substance to the Company, which such joinder states with respect to any
Permitted Transferee other than a natural person, that such Permitted
Transferee agrees to Transfer such Shares to the Investor from whom such
Permitted Transferee received such Shares immediately prior to the occurrence
of any event which would result in such person no longer being a Permitted
Transferee of such Investor and (ii) no Transfer shall be effected except in compliance
with the registration requirements of the Securities Act or pursuant to an
available exemption therefrom.  Each
Investor agrees to accept the Transfer of Shares to such Investor at any time
from a Transferee of such Investor.


 


(c)                                  As
used herein, “Permitted Transferee” shall mean:


 


(i)                                     in
the case of any Investor who is a natural person, such Investor, such
Investor’s spouse, lineal descendants (in each case, natural or adopted),
siblings, parents, any trust solely for the benefit of any of the foregoing, or
any corporation or partnership in which the direct and beneficial owner of all
of the equity interest is any of the foregoing;


 


(ii)                                  in
the case of any Investor or Permitted Transferee who is, in each case, a
natural person, the heirs, executors, administrators or personal
representatives upon the death of such Investor or Permitted Transferee or upon
the incompetency or disability of such Investor or Permitted Transferee for
purposes of the protection and management of his or her assets;


 


(iii)                               in
the case of the Fund, CVC or their Permitted Transferees, (A) the Fund, CVC or
any of their Affiliates, (B) any limited partnership, limited liability company
or other investment vehicle that is sponsored or managed (whether through the
ownership of securities having a majority of the voting power, as a general
partner or through the management of investments) by the Fund, CVC or their
Affiliates or by present or former employees of the Fund, CVC or their
Affiliates (so long as in the case of former employees, such former employees
were employed by the Fund or its Affiliates at any point in time after November
16, 2001), (C) any present or former managing director, general partner,
director, limited partner, officer or employee (who if former held such position
at any time on or after November 16, 2001) of any entity described in clause
(A) or (B) immediately above, or any spouse, lineal descendant (natural or
adopted), sibling, parent, heir, executor, administrator, trustee or
beneficiary of any of the foregoing persons described in this clause (C), or
(D) any trust, the beneficiaries of which, or any charitable trust, the grantor
of which, include the persons or


 


7

















 


entities described in this subsection (iii); it being
understood that any Transfers of Shares from any of the forgoing persons or
entities identified in (A) through (D) above to the Fund, CVC or any of their
Affiliates shall constitute a permitted Transfer to a “Permitted Transferee”
hereunder.  Notwithstanding anything in
this Section 2.4(c)(iii) to the contrary, the Fund and CVC will not be
considered Permitted Transferees of each other if and to the extent the Fund
and CVC are no longer Affiliates of each other; it being understood and agreed (without
limitation to the definition of Affiliates hereunder) that if a corporate
Affiliate of CVC owns 50% or more of the limited partnership interests of the
Fund, CVC and the Fund shall continue to be deemed Affiliates of each other.  Notwithstanding anything in this Section
2.4(c)(iii) to the contrary, if the Fund and CVC cease to be Affiliates of each
other then (i) neither CVC nor any of its Affiliates shall be a Permitted
Transferee of the Fund or any Affiliates of the Fund and (ii) neither the Fund
nor any of its Affiliates shall be a Permitted Transferee of CVC or any
Affiliates of CVC.


 


(iv)                              in
the case of any Investor who is not a natural person, any Affiliate of such
Investor;


 


(v)                                 in
the case of any Investor who is a limited partnership or limited liability
company, a distribution of Shares to its limited partners or members, as
applicable; and


 


(vi)                              in
the case of any Investor who is a trust, to the trustees or beneficiaries of
such trust.


 


(d)                                 As
used herein, “Affiliate” means, with respect to any person or entity,
any other person or entity directly or indirectly controlling, controlled by or
under common control with such person or entity.


 


2.5.                              Termination of Certain Restrictions.  The restrictions on Transfers of Shares
owned by any Investor and other obligations provided under Sections 2.1(b),
2.2, and 2.3 shall terminate upon the earlier of (i) such time as at least ten
percent (10%) of the outstanding shares of Common Stock shall have been sold
pursuant to a Public Offering, (ii) the day after the date on which the Fund,
CVC and their Affiliates own less than twenty percent (20%) of the Shares or
(iii) following the closing of an Approved Sale (as defined in Section 3.4
below) resulting in less than 50% of both the voting power and equity value in
the Company’s capital stock being owned by the stockholders of the Company
existing immediately prior to the closing of such Approved Sale or their
Affiliates.


 


2.6.                              Notation.  A
notation will be made in the appropriate transfer records of the Company with
respect to the restrictions on transfer of the Shares referred to in this
Agreement.


 


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ARTICLE III

OTHER COVENANTS, AGREEMENTS AND REPRESENTATIONS


 


3.1.                              Intentionally Omitted.


 


3.2.                              Financial Statements and Other
Information.


 


(a)                                  The
Company shall deliver upon request to each Investor and Permitted Transferee as
soon as available and in any event within 90 days after the end of each fiscal
year of the Company, a consolidated and consolidating balance sheet of the
Company and its subsidiaries as of the end of such year, and consolidated and
consolidating statements of income and cash flows of the Company and its
subsidiaries for the year then ended prepared in conformity with generally
accepted accounting principles applied on a consistent basis, except as
otherwise noted therein, together with an auditor’s report thereon of a firm of
established national reputation. 
Notwithstanding the foregoing, in the event that an Investor or
Permitted Transferee is not a director, officer or employee of the Company or
any of its subsidiaries, such Investor or Permitted Transferee shall be
required to execute a non-disclosure agreement prior to the delivery of the
financial statements described in this Section 3.2(a).


 


(b)                                 In
addition to the information provided in Section 3.2(a), so long as any
Institutional Investor or any of their Permitted Transferees owns or has the
right to acquire ten percent (10%) or more of the Common Stock outstanding, the
Company shall upon request with reasonable advanced notice deliver to such
Investor and such Permitted Transferee who owns or has the right to acquire
such percentage of the Common Stock outstanding:


 


(i)                                     as
soon as available and in any event within 45 days after the end of each of the
first three quarters of each fiscal year of the Company, consolidated balance
sheets of the Company and its subsidiaries as of the end of such period, and
consolidated statements of income and cash flows of the Company and its
subsidiaries for the period then ended prepared in conformity with generally
accepted accounting principles applied on a consistent basis, except as
otherwise noted therein, and subject to the absence of footnotes and to
year-end adjustments;


 


(ii)                                  as
soon as available and in any event within 30 days after the start of a fiscal
year of the Company, an annual budget for that fiscal year approved by a
majority of the Board of Directors, and copies of the monthly budget for the
Company and its subsidiaries no later than 14 days before the commencement of
that month;


 


(iii)                               as
soon as available and in any event within 21 days after the end of each month,
monthly consolidated financial statements consisting of a balance sheet, income
statement, cash flow statement and cash flow forecast for the following three
months and including a commentary and calculations of the actual and forecast
bank covenant position;


 


(iv)                              all
information required to be delivered to the lenders under the Company’s senior
credit facility at the same time as it is delivered to such lenders;


 


(v)                                 any
revisions to the budgets referred to above and any other significant budgets
prepared in respect of the Company or its subsidiaries;


 


9

















 


(vi)                              any
financial information filed with or submissions made to any securities exchange
or regulatory authority by the Company or its subsidiaries at the time such
information is filed or submitted; and


 


(vii)                           such
other financial or management information relating to the Company and its
subsidiaries as may be reasonably requested from time to time.


 


3.3.                              Regulatory Compliance Cooperation.  So long as the Fund, CVC or their Permitted
Transferees beneficially own any of the Shares, before the Company redeems,
purchases or otherwise acquires, directly or indirectly, or converts or takes
any action with respect to the voting rights of, any shares of any class of its
capital stock or any securities convertible into or exchangeable for any shares
of any class of its capital stock, or before the Company takes any action which
would result in the Fund or its Permitted Transferees having a Regulatory
Problem, the Company shall give the Fund and CVC thirty (30) days prior written
notice of such pending action.  Upon the
written request of the Fund or CVC made within thirty (30) days after its
receipt of any such notice, stating that after giving effect to such action the
Fund would have a Regulatory Problem (as described below), the Company will
defer taking such action for such period (not to extend beyond ninety (90) days
after the Fund’s and CVC’s receipt of the Company’s original notice) as the
Fund or CVC requests to permit it and its Permitted Transferees to reduce the
quantity of Shares held by it and its Permitted Transferees, or to take such
other necessary actions, in order to avoid the Regulatory Problem.  In addition, the Company will not be a party
to any merger, consolidation, recapitalization or other transaction pursuant to
which the Fund or CVC would be required to take any voting securities, or any
securities convertible into voting securities, which might reasonably be
expected to cause the Fund to have a Regulatory Problem.  For purposes of this Section, a person will
be deemed to have a “Regulatory Problem” when such person and such
person’s Permitted Transferees (i) would own, control or have power over a
greater quantity of securities of any kind issued by the Company than are
permitted to be owned under any requirement of any governmental authority
applicable to such person or (ii) would have been caused to be or could be in
violation of any provision of law applicable to such person.


 


3.4.                            Required Sale.


 


(a)                                If
each of (i) a majority of the Board of Directors and (ii) the holders of at
least 70% of the outstanding Common Stock held by the Investors and their
Permitted Transferees approve the sale of the Company to a person (whether by
merger, consolidation, sale of all or substantially all of its assets or sale
of all or a majority of the outstanding capital stock) (an “Approved Sale”),
each Investor and Permitted Transferee will consent to, vote for, raise no
objections against, and waive dissenters and appraisal rights (if any) with
respect to, the Approved Sale, and if the Approved Sale is structured as a
sale, transfer or exchange of stock, each Investor and Permitted Transferee
will agree to sell, transfer or exchange and will be permitted to sell,
transfer or exchange all, or a pro rata portion, of such Investor’s and
Permitted Transferee’s Common Stock on the terms and conditions approved by the
Board of Directors and


 


10

















 


the holders of at least 70% of the Common Stock then
outstanding.  Each Investor and
Permitted Transferee will take all necessary and desirable actions in
connection with the consummation of an Approved Sale.


 


(b)                                 The
obligations of each of the Investors with respect to an Approved Sale are
subject to the satisfaction of the conditions that: (i) upon the consummation
of the Approved Sale all of the Investors and Permitted Transferees will
receive the same form and amount of consideration per share of Class A Common
and Class B Common, or if any holder of Shares is given an option as to the
form and amount of consideration to be received, all Investors and Permitted
Transferees will be given the same option; and (ii) the terms of sale shall not
include any indemnification, guaranty or similar undertaking of the Investor
(other than undertakings of Management Investors in respect of continued
employment set forth in an employment agreement voluntarily entered into by a
Management Investor) that (A) is not made or given pro rata with other
Investors on the basis of share ownership, (B) could result in liability to
such Investor that is in excess of the fair market value of the consideration
to be received by such Investor in the Approved Sale or (C) relates to
warranties of ownership or title with respect to stock owned or being sold by
another Investor.


 


(c)                                  Each Investor shall, in connection with a sale,
transfer or exchange of its, his or her Common Stock pursuant to this Section
3.4, execute and deliver such other instruments of conveyance and transfer
(including executing the applicable purchase agreement and granting identical
indemnification rights) and take such other actions as may reasonably be
requested to consummate the proposed transfer, exchange or sale of Common Stock
by the Investors pursuant to this Section 3.4 (including, without limitation,
each Management Investor’s appointment of a purchaser representative as set
forth in Section 5.4 hereof).  All
Investors (and their Permitted Transferees) will bear their pro rata share
(based upon the number of shares sold) of the reasonable costs of any sale of Shares
pursuant to an Approved Sale to the extent such costs are incurred directly in
connection with such Approved Sale and are not paid by the Company.  Costs incurred by any Investor (or its, his
or her Permitted Transferee) on its, his or her own behalf will not be
considered costs of the transaction hereunder.


 


3.5.                              Participation Rights.


 


(a)                                  (i)                                     If
a Selling Stockholder who is a Relevant Investor serves a notice on the Company
(a “Sale Notice”) stating the number of Shares it wishes to transfer
(the “Sale Shares”), the Company shall notify the other Relevant
Investors (or the other Investors if the 
Sale Shares represent 50% or more of the Selling Stockholder’s holdings
of Shares held as of Closing) (in either case, the “Other Stockholders”),
and the Other Stockholders may elect to participate in the sale (such right, a
“Participation Right”) contemplated by the Sale Notice by following the
procedures set forth below in this Section 3.5.  If any Other Stockholders elect to participate in such sale, each
of the Selling Stockholder and such Other Stockholders shall be entitled to
sell in the contemplated sale, at the same price and on the same terms, a
number of Shares equal to the product of (x) the quotient determined by
dividing (A) the percentage of


 


11

















 


Shares owned by such person or entity by (B) the
aggregate percentage of Shares owned by the Selling Stockholder and the Other
Stockholders participating in such sale and (y) the aggregate number of Shares
to be sold in the contemplated sale.  A
Selling Stockholder shall not be permitted to sell its Stockholder Shares
unless (i) the buyer agrees to purchase the appropriate portion of Shares from
the Other Stockholders electing to exercise their Participation Right or (ii)
such Selling Stockholder complies with Section 3.5(b) hereof.


 


As used in this Section
3.5, the following defined terms have the following meanings:


 


(1)                                  a
“Selling Stockholder” shall mean an Investor proposing to make a sale
under this Section 3.5; and


 


(2)                                  a
“Relevant Investor” shall mean (i) the Fund and any Permitted
Transferees of the Fund to whom the Fund has transferred Shares after the
Closing and (ii) CVC and any Permitted Transferees of CVC to whom CVC has
transferred Shares after the Closing.


 


Notwithstanding the
foregoing, neither CVC nor the Fund, respectively, will have Participation
Rights with respect to sales by each other prior to the date on which the Fund
or CVC, respectively, has sold more than ten percent (10%) (in the aggregate,
after giving effect to all prior sales other than sales under Section
3.5(a)(iii) hereof and after giving effect to the sale at issue) of the Shares
owned by the Fund or CVC, respectively, as of the Closing.


 


(ii)                                  Except
as provided in Section 3.5(b), prior to any sale of any Common Stock subject to
these provisions, the Selling Stockholder shall serve a Sale Notice on the
Company.  Such Sale Notice shall set
forth: (A) the number of Sale Shares; (B) the name and address of the proposed
purchaser; and (C) the proposed amount of consideration and terms and
conditions of payment offered by such proposed purchaser.  The Company shall promptly, and in any event
within 10 days of the receipt by the Company of the Sale Notice, mail or cause
to be mailed the Sale Notice to each applicable Other Stockholder who owns
shares of Common Stock.  Such Other
Stockholders may exercise their Participation Rights by delivery of a written
notice (the “Participation Notice”) to the Selling Stockholder within 21
days of the date the Company mailed or caused to be mailed the Sale
Notice.  The Participation Notice shall
state the number of shares of Common Stock that such Other Stockholder proposes
to include in the proposed sale (including, if any, Shares that have not vested
or been exercised but which will have vested or are exercisable prior to the
closing of the sale).  If no
Participation Notice is received during the 21-day period referred to above,
the Selling Stockholder shall have the right for a 120-day period to effect the
proposed sale of shares of Common Stock on terms and conditions no more
favorable than those stated in the notice and in accordance with the provisions
of this Section 3.5.


 


(iii)                               Notwithstanding
anything to the contrary, a Relevant Investor may make any of the following
sales without offering the Other Stockholders the opportunity to


 


12

















 


participate: (a) sales by a Relevant Investor to any
Affiliate or Permitted Transferee, provided that the proposed purchaser
agrees in writing to be bound by the provisions of this Agreement; (b) sales in
connection with a Public Offering under the Securities Act or following a
Public Offering in open market transactions or under Rule 144 under the
Securities Act and (c) sales pursuant to an Approved Sale.


 


(iv)                              Each
Investor acknowledges for itself, himself or herself and its, his or her
transferees that the Relevant Investors may grant in the future participation
or tag-along rights to other holders of Common Stock and such holders will (a)
have substantially the same opportunity to participate in sales by the Relevant
Investors as provided to the parties hereto, and (b) be included in the
calculation of the pro rata basis upon which Other Stockholders may participate
in a sale.


 


(v)                                 The
Participation Rights of the Other Stockholders granted by the Selling
Stockholders under this Section 3.5 shall terminate upon the earlier of (a)
such time as at least ten percent (10%) of the outstanding shares of Common
Stock shall have been sold pursuant to a Public Offering and (b) as to a
Relevant Investor, (i) the day after the date on which such Relevant Investor
and its Affiliates (excluding individuals, or trusts, partnerships or similar
entities set up for the benefit of individuals and not controlled by such Relevant
Investor) own less than ten percent (10%) of the Shares or (ii) following the
closing of an Approved Sale resulting in less than 50% of both the voting power
and equity value in the Company’s capital stock being owned by the stockholders
of the Company existing immediately prior to the closing of such Approved Sale
or their Affiliates.


 


(b)                                 Notwithstanding
the requirements of this Section 3.5, a Selling Stockholder may sell shares of
Common Stock at any time without complying with the requirements of Section
3.5(a)(ii) so long as the Selling Stockholder deposits into escrow with a third
party at the time of sale that amount of the consideration received in the sale
equal to the “Escrow Amount.”  The “Escrow
Amount” shall equal that amount of consideration as all the applicable
Other Stockholders would have been entitled to receive if they had the
opportunity to participate in the sale on a pro rata basis, determined as if
each applicable Other Stockholder (A) delivered a Participation Notice to the Selling
Stockholder in the time period set forth in Section 3.5(a)(ii) and (B)
proposed to include the entire pro-rata portion of its shares of Common Stock
in the sale Shares (including Shares that have not vested or been exercised but
which will have vested or are exercisable as a result of the sale).  No later than five (5) business days after
the date of the sale, the Selling Stockholder shall notify the Company in
writing of the sale.  Such notice (the “Escrow
Notice”) shall set forth the information required in the Sale Notice, and
in addition, such notice shall state the name of the escrow agent and, if the
consideration (in whole or in part) for the sale was cash, then the account
number of the escrow account.  The
Company shall promptly, and in any event within 10 days, mail or cause to be
mailed the Escrow Notice to each applicable Other Stockholder.


 


(c)                                  In
the event of a sale pursuant to Section 3.5(b), an applicable Other


 


13

















 


Stockholder may exercise its Participation Rights by
delivery to the Selling Stockholder, within 21 days of the date the Company
mailed or caused to be mailed the Escrow Notice, of (i) a written notice
specifying the number of shares of Common Stock it, he or she proposes to sell
and (ii) the certificates for such shares of Common Stock, with stock powers
duly endorsed in blank.  Promptly after
the expiration of the 21st day after the Company has mailed or
caused to be mailed the Escrow Notice, (A) the Selling Stockholder shall purchase
that number of shares of Common Stock as Selling Stockholder would have been
required to include in the sale had Selling Stockholder complied with the
provisions of Section 3.5(a)(ii), (B) all shares of Common Stock not required
to be purchased by Selling Stockholder shall be returned to the holders
thereof, and (C) all remaining funds and other consideration held in escrow
shall be released to Selling Stockholder. 
If Selling Stockholder received consideration other than cash in its
sale, Selling Stockholder shall purchase the shares of Common Stock tendered by
paying to the applicable Other Stockholders non-cash consideration and cash in
the same form and same proportion as received by Selling Stockholder in the
sale.


 


(d)                                 Each
applicable Other Stockholder who exercises its, his or her Participation Rights
pursuant to this Section 3.5 shall, at the request of Selling Stockholder and
without further cost and expense to Selling Stockholder, execute and deliver
such other instruments of conveyance and transfer reasonably requested,
including any sales or indemnification agreements (provided that no such
indemnification agreements or provisions shall be required except on an exact
per-share basis identical to the indemnification given by the Selling Stockholder
and every Other Stockholder who has exercised Participation Rights), and take
such other actions as may reasonably be requested to consummate the proposed
sale of Common Stock by Selling Stockholder and the applicable Other
Stockholders who have exercised their Participation Rights pursuant to this
Section 3.5.


 


3.6.                              Preemptive Rights.


 


(a)                                  If
the Company proposes to issue and sell any of its shares of Common Stock or any
securities containing options or rights to acquire any shares of Common Stock or
any securities convertible into shares of Common Stock (such shares and other
securities are hereinafter collectively referred to as “Newly Issued Stock”)
to the Fund, CVC or their Affiliates (hereinafter, a “Preemptive Issuance”),
the Company will first offer to each of the other Investors who is an
“accredited investor” (as defined in Rule 501(a) under the Securities Act) or,
if not an accredited investor, to each Investor who has retained a “purchaser
representative” (as defined in Rule 501(h) under the Securities Act) or has
such knowledge and experience in financial and business matters that he or she
is capable of evaluating the merits and risks of this investment (each a “Qualified
Investor”) a portion of the number or amount of such securities proposed to
be sold in any such transaction or series of related transactions equal to the
product of the percentage each such Qualified Investor holds of all shares of
Common Stock on a fully diluted basis then held by the Investors on a fully
diluted basis and the number of shares proposed to be issued and sold by the
Company in any such transaction or series of related transactions, all for the
same price and upon the same terms and conditions (including any requirement to
purchase


 


14

















 


other securities) as the securities that are being
offered to the Fund,  CVC or their
Affiliates, in such transaction or series of transactions.


 


(b)                                 Notwithstanding
the foregoing, the provisions of this Section 3.6 shall not be applicable to
the issuance of shares of Common Stock or other securities (i) upon the
conversion of shares of one class of Common Stock into shares of another class,
(ii) as a dividend on the outstanding shares of Common Stock, (iii) in any
transaction in respect of a Security that is available to all holders of such
Security on a pro rata basis, (iv) in connection with grants of stock or
options to employees or directors of the Company (or exercises of such
options), (v) in a Public Offering pursuant to a registration statement filed
with, and declared effective by, the Securities and Exchange Commission
pursuant to the Securities Act, or (vi) in connection with transactions where
the party receiving the Newly Issued Stock or its Affiliates extends, directly
or indirectly, by loan, promissory note, guarantee, participation interest or
otherwise, credit to the Company or any of its subsidiaries.


 


(c)                                  The
Company will cause to be given to the Qualified Investors a written notice
setting forth the terms and conditions upon which the Qualified Investors may
purchase such shares or other securities (the “Preemptive Notice”).  After receiving a Preemptive Notice, the
Qualified Investors must reply, in writing, within 30 days of the date of such
Preemptive Notice that such persons agree to purchase the shares or other
securities offered pursuant to this Section 3.6 on the date of sale to the
Fund, CVC or their Affiliates (the “Preemptive Reply”).  If any Qualified Investor fails to make a
Preemptive Reply in accordance with this Section 3.6, shares or other
securities offered to such Qualified Investor in accordance with this Section
3.6 may thereafter, for a period not exceeding 60 days following the expiration
of such 30-day period, be issued, sold or subjected to rights or options to the
Fund, CVC and their Affiliates and to the Qualified Investors who have
delivered a valid Preemptive Reply, on a pro rata basis, at a price not less
than that at which they were offered to the Qualified Investors.  Any such shares or other securities not so
issued or sold to the Fund, CVC and their Affiliates and to the Qualified
Investors who have delivered a valid Preemptive Reply that are not purchased
shall be reoffered to the Fund, CVC and their Affiliates and to the Qualified Investors
who have delivered a valid Preemptive Reply, on a pro rata basis, and shall
continue to be reoffered pursuant to the procedures set forth above until all
of such shares have been purchased.


 


(d)                                 Notwithstanding
the requirements of this Section 3.6, the Company may make a Preemptive
Issuance at any time without complying with the requirements of Section 3.6(a)
and (c) so long as the Company deposits into escrow with an independent third
party at the time of sale a portion of the Newly Issued Stock equal to the
“Preemptive Escrow Amount.”  The “Preemptive
Escrow Amount” shall equal that amount of Newly Issued Stock which the
Qualified Investors would have been entitled to receive if they had the
opportunity to participate in the Preemptive Issuance on a pro rata basis in
accordance with Section 3.6(a), determined as if each Qualified Investor (A)
delivered a Preemptive Reply to the Company in the time period set forth in
Section 3.6(c) and (B) proposed to purchase all of the Newly Issued Stock to which
such Qualified Investor would have been entitled to purchase pursuant to
Section 3.6(a) had the


 


15

















 


Company given such Qualified Investor a Preemptive
Notice.


 


Within
10 days after the date of the Preemptive Issuance, the Company shall notify the
Qualified Investors in writing of the Preemptive Issuance.  Such notice (the “Preemptive Escrow
Notice”) shall set forth the terms and conditions upon which the Qualified
Investors may purchase shares of Newly Issued Stock, the pro rata amount of
Newly Issued Stock that such Qualified Investor is entitled to receive (such
amount to equal the amount of Newly Issued Stock that such Qualified Investor
would have been entitled to receive if it, he or she had the opportunity to
participate in the Preemptive Issuance on a pro rata basis in accordance with
Section 3.6(a)) and the name of the escrow agent.


 


A
Qualified Investor may exercise the preemptive right by delivery to the
Company, within 30 days of the date the Company mailed or caused to be mailed
the Preemptive Escrow Notice, of a written notice acceptable to the Company in
its sole discretion specifying the number of shares of Newly Issued Stock it,
he or she proposes to purchase of the number of shares of Newly Issued Stock
such Qualified Investor is entitled to purchase (the “Preemptive Election”)
such written notice to be accompanied by payment in full for such Newly Issued
Stock.


 


Promptly
after the expiration of the 30th day after the Company has mailed or caused to
be mailed the Preemptive Escrow Notice, (A) the Company  shall sell to each Qualified
Investor that number of shares of Newly Issued Stock that each such Qualified
Investor proposed to purchase pursuant to its Preemptive Election and (B) all
remaining Newly Issued Stock held in escrow shall be sold to the Fund and its
Permitted Transferees and to the Qualified Investors who have delivered a valid
Preemptive Reply, on a pro rata basis, upon the terms and conditions set forth
in the Preemptive Escrow Notice.


 


(e)                                  The
preemptive rights provided under this Section 3.6 shall terminate upon the
earlier of (i) such time as at least ten percent (10%) of the outstanding
shares of Common Stock shall have been sold pursuant to a Public Offering, (ii)
the day after the date on which the Fund, CVC and their Affiliates (excluding
individuals, or trusts, partnerships or similar entities set up for the benefit
of individuals and not controlled by such Relevant Investor) own less than
twenty percent (20%) of the Shares or (iii) following the closing of an
Approved Sale resulting in less than 50% of both the voting power and equity
value in the Company’s capital stock being owned by the stockholders of the
Company existing immediately prior to the closing of such Approved Sale or
their Affiliates.


 


ARTICLE IV

CORPORATE ACTIONS


 


4.1.                              Directors and Voting Agreements.  So long as the Company has not consummated a
Public Offering (as defined in Section 5.1), each Investor and Permitted
Transferee agrees that it, he or she shall take, at any time and from time to
time, all action necessary (including voting the Common Stock owned it, him or
her, calling special meetings of


 


16

















 


stockholders and executing and delivering written consents)
to ensure that the Board of Directors of the Company is composed at all times
of up to seven (7) persons, including:


 


(a)                                  the
Company’s chief executive officer;


 


(b)                                 (i)
so long as the Fund or its Permitted Transferees own at least 50% of the Shares
owned by the Fund as of the Effective Time, three (3) individuals designated by
the Fund; (ii) so long as the Fund or its Permitted Transferees own at least
10% but less than 50% of the Shares owned by the Fund as of the Effective Time,
two (2) individuals designated by the Fund; and


 


(c)                                  (i)
so long as CVC or its Permitted Transferees own at least 50% of the Shares
owned by CVC as of the Effective Time, two (2) individuals designated by CVC;
or (ii) so long as CVC or its Permitted Transferees own at least 10% but less
than 50% of the Shares owned by CVC as of the Effective Time, one (1)
individual designated by CVC.


 


The initial directors
named pursuant to this Section 4.1 shall be J. David Smith (chief executive
officer), Stuart M. Wallis (a Fund designee), Paul E. Drack (a CVC designee),
Joseph M. Silvestri (a CVC designee) and two additional directors designated by
the Fund.


 


The board member
designation rights of each Institutional Investor pursuant to Sections 4.1(b)
and 4.1(c) above are transferable by such Institutional Investor to any
Permitted Transferee of such Institutional Investor to whom at least 75% of the
Shares owned by such Institutional Investor as of the Effective Time are
transferred.  Any directors which the
Fund or CVC or their applicable Permitted Transferees are no longer entitled to
designate pursuant to Sections 4.1(b) or 4.1(c) above shall be elected by
majority vote in the manner provided for in the Bylaws of the Company.


 


4.2.                              Right to Remove Certain of the
Company’s Directors.  So long as
the Company has not consummated a Public Offering (as defined in Section 5.1),
each of the Fund and CVC, as the case may be, may request that any director
designated by it be removed (with or without cause) by written notice to the
other Investors, and, in any such event, each Investor shall promptly consent
in writing or vote or cause to be voted all shares of Common Stock now or
hereafter owned or controlled by it, him or her for the removal of such person
as a director.  In the event any person
ceases to be a director, such person shall also cease to be a member of any
committee of the Board of Directors of the Company.


 


4.3.                              Right to Fill Certain Vacancies in
Company’s Board.  So long as the
Company has not consummated a Public Offering (as defined in Section 5.1), in
the event that a vacancy is created on the Company’s Board of Directors at any
time by the death, disability, retirement, resignation or removal (with or
without cause) of a director designated by the Fund or CVC, as the case may be,
or if otherwise there shall exist or occur any vacancy on the Company’s Board
of Directors in a directorship subject to designation by the Fund or CVC, as


 


17

















 


the case may be, such vacancy shall not be filled by
the remaining members of the Company’s Board of Directors but each Investor
hereby agrees promptly to consent in writing or vote or cause to be voted all
shares of Common Stock now or hereafter owned or controlled by it, him or her
to elect that individual designated to fill such vacancy and serve as a
director, as shall be designated by the Fund or CVC, as the case may be.


 


4.4.                              Approval Rights.


 


(a)                                  Each
Investor agrees that the following acts, unless otherwise expressly required or
permitted by this Agreement, shall not be carried out without the written
consent of Investors holding at least 70% of the outstanding Common Stock held
by all Investors and their Permitted Transferees, and each Investor shall use
its respective rights and powers as a director (subject always to compliance
with his fiduciary duties) or stockholder to procure so far as he or it is able
that no such act is carried out unless such consent has been given:


 


(i)                                     the
variation of the authorized or issued capital stock of the Company or any of
its subsidiaries or the creation or the granting of any option or other right
to subscribe for shares or convert into shares of capital stock of the Company
or any of its subsidiaries, or the variation of the rights attaching to shares of
capital stock of the Company or any of its subsidiaries;


 


(ii)                                  alteration
or amendment of the Certificate of Incorporation or By- laws of the Company;


 


(iii)                               the
declaration or distribution of any dividend or other payment with respect to
the capital stock of the Company out of the earnings and profits of the
Company, or of any subsidiary of the Company, other than to a wholly-owned
subsidiary;


 


(iv)                              the
merger or consolidation of the Company or any of its subsidiaries with any
other entity, the sale of all or substantially all of the assets of the Company
or the Company and its subsidiaries taken as a whole, or the taking of steps to
recapitalize, reorganize, wind up or dissolve the Company; or


 


(v)                                 any
material change in the nature of the business of the Company or any of its
subsidiaries.


 


Notwithstanding the
foregoing, in no event shall the Company or any of its subsidiaries engage in a
transaction described in sub-clause (iv) above with the Fund, CVC  or any of their respective corporate
Affiliates, unless the Company has obtained a written opinion that such
transaction is fair from a financial point of view to the Company and all the
Investors, given by an independent investment bank having nationally recognized
stature and expertise in such matters.


 


(b)                                 Each
Investor agrees that each action of the Board of Directors of the Company,
including without limitation the following acts, unless otherwise expressly
required by


 


18

















 


this Agreement, shall not be carried out without the
prior consent of a Director designated by the Fund (if there is one) in
accordance with Section 4.1(b) hereof and a Director designated by CVC (if
there is one) in accordance with Section 4.1(c) hereof, and each Investor shall
use his or its respective rights and powers as a Director (subject always to
compliance with his fiduciary duties) or stockholder to procure so far as he or
it is able such that no such act is carried out unless such consent has been
given; provided, that the Board of Directors may, by written resolution, amend
or modify which specific acts of the Board of Directors (and/or the terms of
such acts) require the Board’s prior consent before such acts can be carried
out (including, but not limited to, those acts set forth below):


 


(i)                                     the
alteration of the fiscal year end of the Company or any of its subsidiaries or
the alteration of any accounting policy or method or the adoption of any new
policy or method;


 


(ii)                                  the
alteration of the certificate of incorporation or by-laws (or equivalent
documents) of a subsidiary of the Company;


 


(iii)                               the
creation or granting of stock appreciation rights or phantom equity rights or
any other rights giving an interest of an equity nature;


 


(iv)                              the
taking of steps to wind up or dissolve a subsidiary of the Company;


 


(v)                                 the
taking of steps to recapitalize or statutorily reorganize a subsidiary of the
Company;


 


(vi)                              the
appointment or removal of any Director or officer of the Company or of a
subsidiary of the Company (except as otherwise set forth in Sections 4.2 and
4.3 hereof);


 


(vii)                           the
appointment or termination of employment of any employee of the Company or any
of its subsidiaries whose base remuneration is to be or is in excess of
$225,000 annually, or the variation of the remuneration or other benefits of
any such employee;


 


(viii)                        the entry
into, termination or variation of any contract or arrangement between (1) the
Company or any subsidiary of the Company and (2) an officer or a person or
entity who is an Affiliate of such officer, including the variation of the
remuneration or other benefits under such a contract or arrangement, and the
waiver of any breach of such a contract or arrangement (other than increases in
salary made in the ordinary course of business and consistent with established
practices of the relevant company);


 


(ix)                                the
delegation by the Directors of the Company or any subsidiary of any of their
powers to a committee;


 


19

















 


(x)                                   the
alteration or amendment of (x) the Indenture dated as of September 25, 1996, as
supplemented by the Amended and Restated Supplemental Indenture, dated as of
December 14, 1999, by and among Euramax International Limited, certain other
subsidiaries of the Company named therein and Chase Manhattan Bank as Trustee
or (y) the Second Amended and Restated Credit Agreement, dated as of March 15,
2002, among the Company, certain subsidiaries of the Company named therein, the
Lenders named therein and BNP Paribas as Agent, or any amendments, replacements,
extensions or refinancings of the forgoing (the “Facility Agreements”);


 


(xi)                                the
incurring by the Company or any of its subsidiaries of any borrowing or any
other indebtedness or liability in the nature of borrowing in excess of
$5,000,000 in aggregate other than pursuant to the Facility Agreements or in
the ordinary course of business;


 


(xii)                             the
disposal (including the lease to a third party) by the Company or any of its
subsidiaries in any fiscal year of:


 


(1)                                  an
asset, the net book value of which is greater than $500,000; or


 


(2)                                  the
whole or a significant part of any subsidiary of the Company, the net assets of
which represent more than $1,000,000, and for the purposes of this clause all
disposals in any one fiscal year shall be aggregated;


 


(xiii)                       capital
expenditures of the Company or any of its subsidiaries or any equity investment
required under any material contract which is greater than $1,000,000, or which
would cause capital expenditures of the Company and its subsidiaries in any
fiscal year to exceed $1,000,000 in excess of the annual budgeted amount for
capital expenditures as presented to Board of Directors;


 


(xiv)                         the
entering into by the Company or any of its subsidiaries of any lease, license
or similar obligation under which the rental and all other payments exceed
$1,000,000 a year or which would make the Company or any of its subsidiaries
liable for payments exceeding $1,000,000 a year under any such lease, license
or similar obligation;


 


(xv)                            the
creating of any mortgage, charge or other encumbrance over any asset of the
Company or any of its subsidiaries, other than pursuant to the Facility
Agreements or in the ordinary course of business;


 


(xvi)                         the
entering into by the Company or any of its subsidiaries of any contract or arrangement
outside the ordinary course of business, or with any affiliated person of the
Company or any of its subsidiaries on terms otherwise than at arm’s length;


 


(xvii)                      the
incorporation of a new subsidiary of the Company or its


 


20

















 


subsidiaries, or the acquisition by the Company or any
of its subsidiaries of an interest in any debt or equity securities of any
person or entity, or the entering into of any joint venture agreement;


 


(xviii)                   the instigation
or settlement of any litigation or arbitration proceedings by the Company or
any of its subsidiaries where the amount claimed together with costs exceeds or
is likely to exceed $200,000;


 


(xix)                           the
appointment of auditors of the Company or any of its subsidiaries other than
the appointment of an existing auditor or the appointment of any professional
advisers or any consultants whose fees are collectively in excess of $250,000
annually;


 


(xx)                              the
adoption of the annual budget for the Company and its subsidiaries and any
amendment thereto (and the Executives shall procure that such budget is
presented to the Directors designated by the Fund and CVC (if there are any) at
least 2 weeks prior to the start of each fiscal year of the Company);


 


(xxi)                           the
entering into by the Company or any of its subsidiaries of any contract of more
than 12 months duration (which cannot be terminated upon 90 days notice without
penalty) which obligates the Company or any of its subsidiaries to make
estimated expenditures of more than US$1,000,000 per annum or projected revenue
of more than $1,000,000 per annum; and


 


(xxii)                        the
entering into by the Company or any of its subsidiaries of any agreement or
arrangement by which it makes loans or advances money to any person other than
minor advances to employees in the ordinary course of business or investments
with any maturity of less than a year.


 


The list of acts
described in this Section 4.4(b) can be amended by a decision of the Board of
Directors of the Company.


 


(c)                                  Notwithstanding
the forgoing, nothing contained in this Section 4.4 or elsewhere in this
Agreement shall prohibit the execution, delivery and performance of the
Advisory Agreement, dated as of the Closing Date, by and between the Company
and CVC Management LLC.


 


ARTICLE V

ADDITIONAL RESTRICTIONS ON MANAGEMENT INVESTORS


 


5.1.                              Certain Definitions.  The terms defined below shall have the
following meanings when used in this Article V:


 


(a)                                  “Cause”
shall mean (1) a Management Investor’s conviction of, pleading


 


21

















 


guilty to, or confessing to any felony, (2) a
Management Investor’s act or acts amounting to moral turpitude which are
materially detrimental to the Company, (3) a Management Investor’s fraud or
embezzlement of funds or property of any member of the Group, (4) chronic drug
or alcohol abuse causing any member of the Group substantial public disgrace or
disrepute or economic harm, or (5) a Management Investor’s substantial and
repeated failure to perform duties as reasonably directed by the Board of
Directors of the Company, and when such failure or act set forth in the
preceding subparagraphs (1) through (5) is capable of remedy, such failure or
act is not remedied within fifteen business days after written notice of such
failure is given to the Management Investor by the Company.


 


(b)                                 “Fair
Market Value” shall mean the price agreed upon between the Management
Investor (or Permitted Transferee) holding the applicable Management Shares and
the Board of Directors of the Company or, if they do not agree on a price
within 14 days of the date such Management Investor is notified of a repurchase
pursuant to this Article V, the price certified by PricewaterhouseCoopers LLP
(or, in the case of a valuation of 4,000 shares or more, by a mutually agreed
financial expert), acting as experts and not as arbitrators, to be the fair
market value of the Management Shares upon the cessation of employment.  The Fair Market Value shall be calculated
upon the basis of a sale between a willing buyer and a willing seller with no
discount for a minority stake and on the basis that the Company is a going
concern.  The Fair Market Value of a
Management Option shall be the aggregate Fair Market Value of the shares
underlying the Management Option less the aggregate exercise price of such
Management Option.


 


(c)                                  “Group”
shall mean the Company and its direct and indirect subsidiaries from time to
time.


 


(d)                                 “Management
Option” shall mean the non-qualified options granted by the Company that
are unexercised and have not been terminated, but shall not include any Option
Shares that have been exercised or any Restricted Shares.


 


(e)                                  “Public
Offering” means a successfully completed underwritten public offering
pursuant to an effective registration statement under the Securities Act (other
than (1) a Special Registration Statement (as defined below) or (2) a
registration statement relating to a Unit Offering (as defined below)) in
respect of the offer and sale of shares of Common Stock for the account of the Company
resulting in aggregate gross proceeds to the Company and all stockholders
selling shares of Common Stock in such offering of not less than $50,000,000.


 


(f)                                    “Special
Registration Statement” means (i) a registration statement on Forms S-8 or
S-4 or any similar or successor form or any other registration statement
relating to an exchange offer or an offering of securities solely to the
Company’s employees or security holders or (ii) a registration statement
registering a Unit Offering.


 


(g)                                 “Unit
Offering” shall mean a Public Offering of a combination of debt and equity
securities of the Company in which not more than ten percent (15%) of the gross
proceeds


 


22

















 


received from the sale of such securities is
attributed to such equity securities.


 


5.2.                              Purchase Option.


 


(a)                                  General
Terms.  In the event that any
Management Investor shall cease to be employed by the Company or its
subsidiaries for any reason (including, but not limited to, death, Disability
(as defined in the 2003 Plan), retirement at age 65 under the Company’s or its
subsidiaries’ normal retirement policies, resignation or termination by the
Company or its subsidiaries, as the case may be, with or without cause), other
than by reason of a leave of absence approved by the Company, such Management
Investor (or his or her heirs, executors, administrators, transferees,
successors or assigns, and the persons or entities deemed to be included in the
definition of such Management Investor pursuant to this Agreement) shall give
prompt notice to the Company of such termination (except in the case of
termination by the Company), and the Company, or one or more designees selected
by a majority of the members of the Board of Directors, shall have the right and
option at any time within 60 days after the later of the effective date of such
termination of employment or the date of the Company’s receipt of the aforesaid
notice (the “Termination Date”), to purchase from such Management
Investor, or his or her heirs, executors, administrators, transferees,
successors or assigns (including the persons or entities deemed to be included
in the definition of such Management Investor pursuant to this Agreement), as
the case may be, any or all of the Management Shares or Management Options then
owned by such Management Investor (and his or her Permitted Transferees) at a
purchase price equal to the Option Purchase Price (as hereinafter
defined).  The Company or its designees
shall give notice to the terminated Management Investor (or his or her heirs,
executors, administrators, transferees, successors or assigns and the persons
or entities deemed to be included in the definition of such Management Investor
pursuant to this Agreement) of its intention to purchase Management Shares or
Management Options at any time not later than 60 days after the Termination
Date.  The right of the Company and its
designee(s) set forth in this Section 5.2 to purchase a terminated Management
Investor’s Management Shares or Management Options (and the Management Shares
or Management Options of the persons or entities deemed to be included in the
definition of such Management Investor pursuant to this Agreement) is
hereinafter referred to as the “Purchase Option”.


 


(i)                                     Exercise
of Purchase Option.  The Purchase
Option shall be exercised by written notice to the terminated Management
Investor (or his or her heirs, executors, administrators, transferees,
successors or assigns and the persons or entities deemed to be included in the
definition of such Management Investor pursuant to this Agreement) signed by an
officer of the Company on behalf of the Company or by its designee(s), as the
case may be.  Such notice shall set
forth the number of Management Shares or the Management Options desired to be purchased
and shall set forth a time and place of closing which shall be no earlier than
10 days and no later than 60 days after the date such notice is sent.  At such closing, the seller shall deliver
the certificates evidencing the number of Management Shares to be purchased by
the Company and/or its designee(s), accompanied by stock powers duly endorsed
in blank or duly executed instruments of transfer (and in the case of a
Management Option, any cancellation


 


23

















 


agreement for such Management Option), and any other
documents that are necessary to transfer to the Company and/or its designee(s)
good title to such of the Management Shares or Management Options to be
transferred, free and clear of all pledges, security interests, liens, charges,
encumbrances, equities, claims and options of whatever nature other than those
imposed under this Agreement, and concurrently with such delivery, the Company
and/or its designee(s) shall deliver to the seller the full amount of the
Option Purchase Price for such Management Shares or Management Options,
respectively, in cash by certified or bank cashier’s check.


 


(1)                                  Option
Purchase Price for Shares.  The “Option
Purchase Price” for the Management Shares to be purchased from such
Management Investor (or his or her Permitted Transferees or the other persons
or entities deemed to be included in the definition of such Management Investor
pursuant to this Agreement) pursuant to the Purchase Option shall equal the
Fair Market Value of such Management Shares.


 


(2)                                  Option
Purchase Price for Options.  The “Option
Purchase Price” for the Management Options to be purchased from such
Management Investor (or his or her Permitted Transferees or the other persons
or entities deemed to be included in the definition of such Management Investor
pursuant to this Agreement) pursuant to the Purchase Option shall equal the
Fair Market Value of such Management Options.


 


Notwithstanding anything
to the contrary contained herein, (i) no Option Purchase Price shall be payable
for Unvested Restricted Shares or unvested Management Options, which Unvested
Restricted Shares or unvested Management Options will be forfeited by such
Management Investor or cancelled, as applicable, under the terms set forth in
the 2003 Plan, and (ii) in connection with the exercise of any Purchase Option
pursuant to Section 5.2, the Company may offset from the Option Purchase Price
paid to any Management Investor (or the persons or entities deemed to be
included in the definition of such Management Investor pursuant to this
Agreement) the aggregate amount of any outstanding principal and accrued but
unpaid interest due on any indebtedness of such Management Investor to the
Company, including any note issued by such Management Investor for the purchase
of the Management Shares.


 


Each Management Investor
acknowledges and agrees that if after the Effective Time the Company issues any
shares of capital stock to a Management Investor (other than as a result of
exercise of any Management Options or any other previously issued options
outstanding as of the Effective Time, and other than the Restricted Shares),
the Company may require by separate agreement different vesting provisions and
repurchase rights than are provided herein, and in such event the provisions in
such separate agreement will govern and control those issuances.


 


(ii)                                  Sale
in Public Offering.  Management
Shares sold in a Public Offering will be sold free of the restrictions
contained in this Article V.  Section
5.2 of this Agreement shall terminate upon a Public Offering.  Except for the termination of Section 5.2,
this Article V shall continue to apply from and after a Public Offering in
accordance with its terms to all Management Shares not sold in such offering.


 


24

















 


5.3.                              Involuntary Transfers.  So long as the Company has not consummated a
Public Offering, in the event shares of Common Stock owned by any Management
Investor shall be subject to sale or other Transfer (the date of such sale or
transfer shall hereinafter be referred to as the “Transfer Date”) by
reason of (i) bankruptcy or insolvency proceedings, whether voluntary or
involuntary, or (ii) distraint, levy, execution or other involuntary Transfer,
then such Management Investor shall give the Company written notice thereof
promptly upon the occurrence of such event stating the terms of such proposed
Transfer, the identity of the proposed transferee, the price or other
consideration, if readily determinable, for which the shares of Common Stock
are proposed to be transferred, and the number of shares of Common Stock to be
transferred.  After its receipt of such
notice or, failing such receipt, after the Company otherwise obtains actual
knowledge of such a proposed Transfer, the Company, or a designee selected by a
majority of the non-employee members of the Board of Directors of the Company,
shall have the right and option to purchase all, but not less than all of such
shares of Common Stock which right shall be exercised by written notice given
by the Company to such proposed transferor within 60 days following the
Company’s receipt of such notice or, failing such receipt, the Company’s
obtaining actual knowledge of such proposed Transfer.  Any purchase pursuant to this Section 5.3 shall be at the price
and on the terms applicable to such proposed Transfer.  If the nature of the event giving rise to
such involuntary Transfer is such that no readily determinable consideration is
to be paid for the Transfer of the shares of Common Stock, the price to be paid
by the Company shall be the Option Purchase Price.  The closing of the purchase and sale of the shares of Common
Stock shall be held at the place and the date to be established by the Company,
which in no event shall be less than 10 or more than 60 days from the date on
which the Company gives notice of its election to purchase the Shares.  At such closing, the Management Investor
shall deliver the certificates evidencing the number of shares of Common Stock
to be purchased by the Company, accompanied by stock powers duly endorsed in
blank or duly executed instruments of transfer, and any other documents that
are necessary to transfer to the Company good title to such of the shares of
Common Stock to be transferred, free and clear of all pledges, security
interests, liens, charges, encumbrances, equities, claims and options of
whatever nature other than those imposed under this Agreement, and concurrently
with such delivery the Company shall deliver to the Management Investor the
full amount of the purchase price for such shares of Common Stock in cash by
certified or bank cashier’s check.


 


5.4.                              Purchaser Representative.  If the Company or any Investor enters into
any negotiation or transaction for which Rule 506 (or any similar rule then in
effect) promulgated by the Securities and Exchange Commission under the
Securities Act may be available with respect to such negotiation or transaction
(including a merger, consolidation or other reorganization), each Management Investor
who is not an accredited investor (as such terms is defined in Rule 501(a)
promulgated by the Securities and Exchange Commission under the Securities Act)
will, at the request of the Company, appoint a purchaser representative (as
such term is defined in Rule 501(h) promulgated by the Securities and Exchange
Commission under the Securities Act) reasonably acceptable to the Company.  If any Management Investor who is not an
accredited investor appoints the purchaser representative designated by the
Company, the Company will pay the fees of such purchaser representative, but if
any such non-accredited Management Investor


 


25

















 


declines to appoint the purchaser representative
designated by the Company such Management Investor will appoint another
purchaser representative (reasonably acceptable to the Company), and such
Management Investor will be responsible for the fees of the purchaser
representative so appointed.


 


5.5.                              Non-Compete Undertakings.  Each of the Management Investors (in the
case of J. David Smith, without prejudice to his rights and obligations under
his employment agreements or related letter agreements) undertakes with the
Investors and the Company that, except with the written consent of a majority
of the Board of Directors of the Company:


 


(a)                                  the
Management Investor shall not while employed by a member of the Group, except
in the course of his duties as an employee, nor after he ceases to be an
employee of a member of the Group, disclose confidential information concerning
the business, customers or financial or other affairs of a member of the Group
and the Management Investor shall make every reasonable effort to prevent the
use or disclosure of such confidential information (other than for disclosures
made within the scope of employment for the benefit of a member of the Group);
provided that the undertaking in this Section 5.5(a) does not apply to the
extent that the information becomes generally known to and available for use by
the public (other than as a result of the Management Investor’s acts or
omissions to act);


 


(b)                                 for
eighteen months after ceasing to be employed by a member of the Group, if the
Management Investor’s employment ceases as a result of either (x) voluntary
termination of employment by the Management Investor or (y) termination by a
member of the Group in circumstances in which it is entitled to terminate the
employment for Cause, the Management Investor shall not (on his own behalf or
on behalf of any other person) directly or indirectly in competition with a
business of a member of the Group as operated at the time his employment
ceases:


 


(i)                                     seek
to procure orders from or do business with any person who has been a customer
of a member of the Group at any time during the year before his employment
ceases; or


 


(ii)                                  engage,
employ, solicit or contact with a view to his engagement or employment any
person who is or has been employed by a member of the Group in a senior
capacity at any time during the six months before his employment ceases;


 


(c)                                  for
eighteen months after ceasing to be employed by a member of the Group (if the
Management Investor’s employment ceases as a result of either (x) voluntary
termination of employment by the Management Investor or (y) termination by a
member of the Group in circumstances in which it is entitled to terminate the
employment for Cause) the Executive shall not within a territory in which a
member of the Group operates at the time his employment ceases either alone or
jointly with or as manager, adviser, consultant, agent or employee of any
person directly or indirectly carry on or be engaged in any business in
competition with the business of a member of the Group as operated at the time
his employment


 


26

















 


ceases;


 


(d)                                 at
no time after ceasing to be an employee of a member of the Group, however his
employment ceases, shall the Management Investor directly or indirectly carry
on a business either alone or jointly with or as manager, adviser, consultant,
agent or employee of any person, whether or not the business is similar to any
business of a member of the Group, under a name including the words “Amerimax”
or “Euramax” or any name likely to be confused with a name used by a member of
the Group at the time his employment was terminated;


 


(e)                                  while
employed by a member of the Group he shall, unless prevented by illness, devote
his active business endeavors to the business of the Group and shall not:


 


(i)                                     actively
engage in any other business; or


 


(ii)                                  be
concerned or interested in any business actively competing with that carried on
by a member of the Group or the business of a supplier or customer of a member
of the Group provided that a Management Investor may be a passive investor in
securities of a business which are for the time being quoted on an investment
exchange if the Management Investor’s securities does not exceed 5% of the
total amount of the securities in issue.


 


ARTICLE VI

REGISTRATION RIGHTS


 


The
Investors shall have registration rights with respect to the Shares as set
forth in the Amended and Restated Registration Rights Agreement attached hereto
as Exhibit 1 (the “Registration Agreement”), which shall be
executed on the Effective Date.  Each of
the Investors agrees not to effect any public sale or distribution of any
securities of the Company during the periods specified in the Registration
Agreement, except as permitted by the Registration Agreement, and each such
Investor agrees to be bound by the rights of priority to participate in
offerings as set forth therein.  Each
Investor acknowledges and agrees that the Company may in the future grant
registration rights to other parties and that such a grant of registration
rights (whether by joinder or amendment to the Registration Agreement or by
separate agreement) will not be deemed to be an amendment of the Registration
Agreement or to be inconsistent with or in violation of the rights of the
Investors under the Registration Agreement.


 


ARTICLE VII

MISCELLANEOUS


 


7.1.                              Amendment and Modification.  This Agreement may be amended or modified,
or any provision hereof may be waived, provided that such amendment or waiver
is set forth in a writing executed by (i) the Company, (ii) the holders of a
majority of the Common Stock held by the Fund and its Permitted Transferees (so
long as the Fund and its Permitted Transferees own in the aggregate at least
ten percent (10%) of the outstanding Common Stock), (iii) the holders of a
majority of the Common Stock held by CVC and its Permitted Transferees


 


27

















 


(so long as CVC and its Permitted Transferees own in the aggregate at
least ten percent (10%) of the outstanding Common Stock on a fully diluted
basis, (iv) the holders of a majority of the outstanding Common Stock on a
fully diluted basis (including Shares owned by the Fund, CVC and their
Permitted Transferees) and (v) only with respect to amendments of Sections 2.2,
2.3, 2.4, 2.5, 3.2(a), 3.4, 3.5, 3.6, Article V or Article VII hereof or any other
term herein (other than Article VI) that in each case directly and adversely
affects the Management Investors on a per-share basis disproportionately to any
or all of the other Investors, the holders of a majority of the Common Stock
held by the Management Investors.  No
course of dealing between or among any persons having any interest in this
Agreement will be deemed effective to modify, amend or discharge any part of
this Agreement or any rights or obligations of any person under or by reason of
this Agreement.


 


7.2.                              Survival of Representations and
Warranties.  All
representations, warranties, covenants and agreements set forth in this
Agreement will survive the execution and delivery of this Agreement and the
Closing Date and the consummation of the transactions contemplated hereby,
regardless of any investigation made by an Investor or on its, his or her
behalf.


 


7.3.                              Successors and Assigns; Entire
Agreement.  This Agreement and
all of the provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns and
executors, administrators and heirs. 
Except as set forth in the Amendment No. 1 to Executive Employment
Agreement for the Company’s Chief Executive Officer on the date hereof (which
Amendment No. 1 shall control in the event of a conflict with the terms
contained herein), this Agreement sets forth the entire agreement and
understanding among the parties as to the subject matter hereof and merges and
supersedes all prior discussions and understandings of any and every nature
among them.  Each party hereto
acknowledges and agrees that this Agreement supersedes the Shareholders
Agreement dated December 8, 1999 among the Company and the shareholders of the
Company named therein, which Shareholders Agreement is terminated at the
Effective Time.


 


7.4.                              Separability. 
In the event that any provision of this Agreement or the application of
any provision hereof is declared to be illegal, invalid or otherwise
unenforceable by a court of competent jurisdiction, the remainder of this
Agreement shall not be affected except to the extent necessary to delete such
illegal, invalid or unenforceable provision unless that provision held invalid
shall substantially impair the benefits of the remaining portions of this
Agreement.


 


7.5.                              Notices.  All
notices provided for or permitted hereunder shall be made in writing by
hand-delivery, registered or certified first-class mail, telex, or fed-ex or
other courier guaranteeing overnight delivery to the other party at the
following addresses (or at such other address as shall be given in writing by
any party to the others):


 


	
   

  	
  If to the Company to:

  



 


28

















 


	
   

  	
  Euramax International,
  Inc.

  
	
   

  	
  5445 Triangle Parkway,
  Suite 350

  
	
   

  	
  Norcross, Georgia 30092

  
	
   

  	
  Attention:  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  If to the Fund, to:

  
	
   

  	
   

  
	
   

  	
  Citigroup Venture
  Capital Equity Partners, L.P.

  
	
   

  	
  399 Park Avenue, 14th
  Floor

  
	
   

  	
  New York, New York
  10043

  
	
   

  	
  Attention:  Joseph M. Silvestri

  
	
   

  	
   

  
	
   

  	
  If to CVC, to:

  
	
   

  	
   

  
	
   

  	
  Citicorp Venture
  Capital Ltd.

  
	
   

  	
  399 Park Avenue, 14th
  Floor

  
	
   

  	
  New York, New York
  10043

  
	
   

  	
  Attention:  Thomas F. McWilliams

  
	
   

  	
   

  
	
   

  	
  If to the Management
  Investors, to:

  
	
   

  	
   

  
	
   

  	
  J. David Smith

  
	
   

  	
  Euramax International,
  Inc.

  
	
   

  	
  5445 Triangle Parkway,
  Suite 350

  
	
   

  	
  Norcross, Georgia 30092

  



 


If to
the other Management Investors or the Continuing Investors any of them, to
their addresses as listed in the books of the Company.


 


All
such notices shall be deemed to have been duly given: when delivered by hand,
if personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when transmission
confirmation is received, if telecopied; and on the next business day, if
timely delivered to an air courier guaranteeing overnight delivery.


 


7.6.                              Governing Law. 
The validity, performance, construction and effect of this Agreement
shall be governed by and construed in accordance with the internal law of the
State of Delaware, without giving effect to principles of conflicts of law.


 


7.7.                              Headings.  The
headings in this Agreement are for convenience of reference only and shall not
constitute a part of this Agreement, nor shall they affect their meaning,
construction or effect.


 


29

















 


7.8.                              Counterparts. 
This Agreement may be executed in two or more counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original, and all of which taken together shall constitute
one and the same instrument.  This
Agreement may be executed by facsimile signature.


 


7.9.                              Further Assurances.  Each party shall cooperate and take such action as may be
reasonably requested by another party in order to carry out the provisions and
purposes of this Agreement and the transactions contemplated hereby.


 


7.10.                        Effective Time. 
This Agreement shall be effective as of the Effective Time without
further action required on the part of any party hereto.  If the Closing does not occur and the Stock
Purchase Agreement is terminated, this Agreement shall have no force or effect
and shall be deemed void ab initio.


 


7.11.                        Remedies.  In
the event of a breach or a threatened breach by any party to this Agreement of
its, his or her obligations under this Agreement, any party injured or to be
injured by such breach, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific
performance of its, his or her rights under this Agreement.  The parties agree that the provisions of
this Agreement shall be specifically enforceable, it being agreed by the
parties that the remedy at law, including monetary damages, for breach of such
provision will be inadequate compensation for any loss and that any defense in
any action for specific performance that a remedy at law would be adequate is
waived.


 


7.12.                        Party No Longer Owning Shares.  If a party hereto ceases to own any Shares,
such party will no longer be deemed to be an Investor or Management Investor
for purposes of this Agreement.


 


7.13.                        No Effect on Employment.  Nothing herein contained shall confer on any
Management Investor the right to remain in the employ of the Company or any of
its subsidiaries or Affiliates.


 


7.14.                        Pronouns. 
Whenever the context may require, any pronouns used herein shall be
deemed also to include the corresponding neuter, masculine or feminine forms.


 


7.15.                        Future Investors.  The parties hereto hereby agree that any current or future person
who is granted the right to acquire Shares from the Company subsequent to the
date hereof may become a signatory to this Agreement by executing a written
instrument setting forth that the person agrees to be bound by the terms and
conditions of this Agreement and this Agreement will be deemed to be amended to
include such person as an Investor and the number of Shares to be acquired by
it, him or her.


 


30

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Securities Holders Agreement
the day and year first above written.


 


	
   

  	
  EURAMAX INTERNATIONAL,
  INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  	
  CITIGROUP VENTURE
  CAPITAL EQUITY

  PARTNERS, L.P.

  
	
   

  
	
   

  	
  By: CVC PARTNERS, LLC,
  its General Partner

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  CVC EXECUTIVE FUND LLC

  
	
   

  
	
   

  	
  By: CITIGROUP VENTURE
  CAPITAL GP

  HOLDINGS, LTD., its Managing Member

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  CVC/SSB EMPLOYEE FUND,
  L.P.

  
	
   

  
	
   

  	
  By: CVC PARTNERS, LLC,
  its General Partner

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  CITICORP VENTURE
  CAPITAL LTD.

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


31

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Securities Holders
Agreement the day and year first above written.


 


	
   

  	
  CONTINUING INVESTORS:

  
	
   

  
	
   

  	
  NATASHA PARTNERSHIP

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
   

  	
  NATASHA FOUNDATION

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  David Thomas

  
	
   

  
	
   

  	
  ALCHEMY, L.P.

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
   

  	
  THOMAS F. MCWILLIAMS
  FLINT TRUST

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  Joseph M. Silvestri

  
	
   

  
	
   

  	
   

  
	
   

  	
  Michael Delaney

  
					



 


32

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Securities Holders
Agreement the day and year first above written.


 


	
   

  	
  CONTINUING INVESTORS:

  
	
   

  
	
   

  	
   

  
	
   

  	
  William T. Comfort

  
	
   

  
	
   

  	
   

  
	
   

  	
  John Weber

  
	
   

  
	
   

  	
   

  
	
   

  	
  David Howe

  
	
   

  
	
   

  	
   

  
	
   

  	
  Paul C. Schorr, IV

  
	
   

  
	
   

  	
   

  
	
   

  	
  Richard Mayberry

  
	
   

  
	
   

  	
   

  
	
   

  	
  Charles Corpening

  
	
   

  
	
   

  	
   

  
	
   

  	
  James Urry

  
	
   

  
	
   

  	
   

  
	
   

  	
  Paul E. Drack

  



 


33

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Securities Holders
Agreement the day and year first above written.


 


	
   

  	
  CONTINUING INVESTORS:

  
	
   

  
	
   

  	
   

  
	
   

  	
  David Howe

  
	
   

  
	
   

  
	
   

  	
  SILVERSPICE LIMITED

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


34

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Securities Holders
Agreement the day and year first above written.


 


	
   

  	
  MANAGEMENT INVESTORS:

  
	
   

  
	
   

  	
   

  
	
   

  	
  J. David Smith

  
	
   

  
	
   

  	
   

  
	
   

  	
  R. Scott Vansant

  
	
   

  
	
   

  	
   

  
	
   

  	
  Mitchell B. Lewis

  
	
   

  
	
   

  	
   

  
	
   

  	
  David Pugh

  
	
   

  
	
   

  	
   

  
	
   

  	
  Rob Dresen

  
	
   

  
	
   

  	
   

  
	
   

  	
  Aloyse Wagener

  
	
   

  
	
   

  	
   

  
	
   

  	
  Scott Anderson

  
	
   

  
	
   

  	
   

  
	
   

  	
  Dudley Rowe

  
	
   

  
	
   

  	
   

  
	
   

  	
  Nick Dowd

  



 


35

















 


EXHIBIT
1 TO SECURITIES HOLDERS AGREEMENT


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


ýAMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of
                      ,
2003 by and among Euramax International, Inc., a Delaware corporation (the “Company”),
Citicorp Venture Capital Ltd., a New York corporation (“CVC”), certain
Persons presently or formerly affiliated with CVC (the “Individual Investors”),
Citigroup Venture Capital Equity Partners, L.P., a Delaware limited
partnership, CVC Executive Fund LLC, a Delaware limited liability company, and
CVC/SSB Employee Fund, L.P., a Delaware limited partnership (collectively, the
“Fund”), the Persons set forth on the Managers Signature Page attached
hereto (collectively referred to herein as the “Managers”, and
individually as a “Manager”), and each other Manager of the Company or
its subsidiaries who acquires Class A Common Stock (as defined below) from the
Company after the date hereof and executes a joinder hereto.


 


WHEREAS, the Company, CVC, the Individual Investors, and the Managers,
together with CVC European Equity Partners, L.P. and CVC European Equity
Partners (Jersey), L.P. (collectively, “CVC Europe”), and BNP Paribas
(f/k/a Banque Paribas, Grand Cayman Branch) (“Paribas”), are the
original parties to that certain Registration Rights Agreement, dated as of
September 25, 1996, as amended by the First Amendment to the Registration
Rights Agreement, dated December 8, 1999 (the “Original Agreement”).


 


WHEREAS, in connection with the Stock Purchase Agreement, dated April 15,
2003, by and among the Company, the Fund, CVC Europe, Paribas, and the other
stockholders of the Company named therein, each of CVC Europe and Paribas has
on the date hereof validly assigned to the Fund all of its rights under the
Original Agreement.


 


WHEREAS, the parties hereto wish to amend and restate the Original
Agreement in its entirety to, among other things, clarify the rights of the
Fund and the other stockholders of the Company named herein.


 


NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree that the
Original Agreement is amended and restated in its entirety as follows:


 


(a)                                  Definitions.
As used herein, the following terms shall have the following meanings.


 


“Class A Common Stock” means the Company’s Class A Common Stock,
par value $.01 per share, which shares are entitled to voting rights under the
certificate of incorporation of the Company, as amended and restated.


 


“Class B Common Stock” means the Company’s Class B Common Stock,
par


 


36

















 


value
$.01 per share, which shares are entitled to restricted voting rights under the
certificate of incorporation of the Company, as amended and restated.


 


“CVC Registrable Securities” means (i) any Equity Shares acquired
by, or issued or issuable to, CVC or its affiliates (other than any Equity
Shares which constitute Fund Registrable Securities) or the Individual
Investors on or after the date hereof, (ii) any capital stock of the Company
acquired by CVC or its affiliates (other than any capital stock which
constitutes Fund Registrable Securities) or the Individual Investors on or
after the date hereof, and (iii) any shares of capital stock of the Company
issued or issuable with respect to the securities referred to in clause (i) or
(ii) above by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. For purposes of this Agreement, a Person will be deemed to be a
holder of CVC Registrable Securities whenever such Person has the right to
acquire directly or indirectly such CVC Registrable Securities (upon conversion
or exercise in connection with a transfer of securities or otherwise, but disregarding
any restrictions or limitations upon the exercise of such right), whether or
not such acquisition has actually been effected.


 


“Equity
Shares” means, collectively, (i) the Class A Common Stock and the Class B
Common Stock, and (ii) any capital stock of the Company issued or issuable with
respect to the securities referred to in clause (i) by way of stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Fund
Registrable Securities” means (i) any Equity Shares acquired by, or issued
or issuable to, the Fund or any Permitted Transferee (as defined in the
Securities Holders Agreement, dated April 15, 2003, by and among the parties
hereto) of the Fund who acquires Equity Shares from the Fund on or after the
date hereof, (ii) any capital stock of the Company acquired by the Fund or any
Permitted Transferee of the Fund who acquires capital stock of the Company from
the Fund on or after the date hereof, and (iii) any shares of capital stock of
the Company issued or issuable with respect to the securities referred to in
clause (i) or (ii) above by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. For purposes of this Agreement, a Person
will be deemed to be a holder of Fund Registrable Securities whenever such
Person has the right to acquire directly or indirectly such Fund Registrable
Securities (upon conversion or exercise in connection with a transfer of
securities or otherwise, but disregarding any restrictions or limitations upon
the exercise of such right), whether or not such acquisition has actually been
effected.


 


“Listing”
means the admission of the Company’s Equity Shares on any internationally
recognized stock exchange or the sale of the Company’s Equity Shares in an
underwritten public offering registered under the Securities Act or under the
securities legislation of any applicable jurisdiction.


 


37

















 


“Manager
Registrable Securities” means (i) any Class A Common Stock issued or
issuable to the Managers on the date hereof or acquired by, or issued or
issuable to, the Managers after the date hereof, if and to the extent any such
Class A Common Stock, if subject to vesting provisions or a restriction period,
has vested pursuant to the terms of the Company’s equity compensation plan or
grants documents thereunder and (ii) any shares of capital stock of the Company
issued or issuable with respect to the securities referred to in clause (i)
above by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. For purposes of this Agreement, a Person will be deemed to be a
holder of Manager Registrable Securities whenever such Person has the right to
acquire directly or indirectly such Manager Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or
otherwise, but disregarding any restrictions or limitations upon the exercise
of such right), whether or not such acquisition has actually been effected.


 


“Person”
means an individual, a partnership, a corporation, an association, a joint
stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.


 


“Registrable
Securities” means, collectively, the CVC Registrable Securities, the Fund
Registrable Securities, and the Manager Registrable Securities.


 


“Registration
Expenses” means all expenses incident to the Company’s performance of or
compliance with this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, underwriters (excluding discounts and commissions) and other
Persons retained by the Company.


 


“Regulatory
Authority” means all securities commissions or similar regulatory
authorities of each jurisdiction in which the Company’s Equity Shares have been
admitted on an internationally recognized stock exchange or market.


 


“Rule
144” means Rule 144 under the Securities Act (or any similar rule then in
force).


 


“SEC” means the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Sponsor Registrable Securities” means, collectively, the CVC
Registrable Securities and the Fund Registrable Securities.


 


“Sponsor Securities” means any securities of CVC or the Fund or
any of their


 


38

















 


affiliates
which are exchangeable, convertible or otherwise similarly exercisable into
Registrable Securities.


 


(b)                                 Demand
Registrations.


 


(i)                                     Requests
for Registration. Subject to Section 2(c) below, at any time and from time to
time after a Listing, the holders of a majority of the CVC Registrable
Securities and the holders of a majority of the Fund Registrable Securities may
request registration, whether underwritten or otherwise, under the Securities
Act of all or part of their Registrable Securities on Form S-1 or any similar
long-form registration (“Long-Form Registrations”) or on Form S-2 or S-3
or any similar short-form registration (“Short-Form Registrations”) if
available. In addition, subject to Section 2(h) below, the holders of a
majority of the Sponsor Registrable Securities may request that the Company
file with the SEC a registration statement under the Securities Act on any
applicable form pursuant to Rule 415 under the Securities Act (a “415
Registration”). Each request for a Long-Form Registration or Short-Form
Registration shall specify the approximate number of Registrable Securities
requested to be registered and the anticipated per share price range for such
offering.  On or promptly following the
date of filing with the SEC or other applicable Regulatory Authority of a
registration statement or similar document with respect to any such request for
a Long-Form Registration or Short-Form Registration, the Company will give
written notice of such requested registration to all other holders of
Registrable Securities and will include (subject to the provisions of this
Agreement) in such registration all Registrable Securities with respect to
which the Company has received written requests for inclusion therein within 10
days after the date of the Company’s written notice. All registrations
requested pursuant to in this Section 2(a) are referred to herein as “Demand
Registrations”. The Company acknowledges that the holders of the Sponsor
Registrable Securities may request a Demand Registration in connection with a
public offering of Sponsor Securities.


 


(ii)                                  Non-U.S.
Listings. In the event that a Listing is not a sale of the Company’s Equity
Shares in an underwritten public offering registered under the Securities Act,
the parties hereto agree to use commercially reasonable efforts to effectuate
all of the provisions of this Agreement on a mutatis mutandis basis with
such adaptations or modifications as may be appropriate and practicable in
order to comply with (i) the rules and regulations of the stock exchange or
stock market on which the Company’s Equity Shares have been or will be
admitted, (ii) the securities legislation and rules and regulations promulgated
thereunder of any applicable jurisdiction, and (iii) such other matters or
procedures as are particular to and/or customary for such other stock exchange,
stock market, or jurisdiction; provided, that absent the prior written consent
of the holders of a majority of the CVC Registrable Securities and the holders of
a majority of the Fund Registrable Securities, any such adaptations and
modifications shall not cause any registration of the Company’s Equity Shares
to be made on terms less favorable than those set forth in this Agreement.


 


39

















 


(iii)                               Long-Form
Registrations. The holders of a majority of the Fund Registrable Securities
will be entitled to request up to three (3) Long-Form Registrations in which
the Company will pay all Registration Expenses.  The holders of a majority of the CVC Registrable Securities will
be entitled to request up to two (2) Long-Form Registrations in which the
Company will pay all Registration Expenses. A registration will not count as
the permitted Long-Form Registration until it has become effective and the
holders of Registrable Securities are able to register and sell at least 90% of
the Registrable Securities requested to be included in such registration.


 


(iv)                              Short-Form
Registrations. In addition to the Long-Form Registrations provided pursuant
to Section 2(c), the holders of the Sponsor Registrable Securities will be
entitled to request an unlimited number of Short-Form Registrations in which
the Company will pay all Registration Expenses. Demand Registrations (other
than 415 Registrations) will be Short-Form Registrations whenever the Company
is permitted to use any applicable short form. After the Company has become
subject to the reporting requirements of the Exchange Act, the Company will use
its best efforts to make Short-Form Registrations available for the sale of
Registrable Securities.


 


(v)                                 Priority
on Demand Registrations. The Company will not include in any Long-Form
Registration or Short-Form Registration any securities which are not
Registrable Securities without the prior written consent of the holders of at
least a majority of the Registrable Securities included in such registration.
If a Long-Form Registration or a Short-Form Registration is an underwritten
offering and the managing underwriters advise the Company in writing that in
their opinion the number of Registrable Securities and, if permitted hereunder,
other securities requested to be included in such offering exceeds the number
of Registrable Securities and other securities, if any, which can be sold
therein without adversely affecting the marketability of the offering, the
Company will include in such registration (i) first, the number of Registrable
Securities requested to be included in such registration pro rata, if
necessary, among the holders of Registrable Securities based on the number of
shares of Registrable Securities owned by each such holder and (ii) second, any
other securities of the Company requested to be included in such registration
pro rata, if necessary, on the basis of the number of shares of such other
securities owned by each such holder. Any Persons other than holders of
Registrable Securities who participate in Demand Registrations which are not at
the Company’s expense must pay their share of the Registration Expenses as
provided in Section 6 hereof.


 


(vi)                              Restrictions
on Demand Registrations. The Company will not be obligated to effect any
Demand Registration within six months after the effective date of a previous
Demand Registration.


 


(vii)                           Selection
of Underwriters. In the case of a Demand Registration for an underwritten
offering, the holders of a majority of the Registrable Securities to be
included in such Demand Registration will have the right to select the
investment banker(s) and manager(s) to administer the offering, which investment
banker(s) and manager(s) will be nationally


 


40

















 


recognized, subject to the Company’s approval which
will not be unreasonably withheld.


 


(viii)                        415
Registrations.


 


(i)                                     The holders of a majority of the Sponsor
Registrable Securities will be entitled to request one (1) 415 Registration in
which the Company will pay all Registration Expenses. Subject to the
availability of required financial information, within 45 days after the
Company receives written notice of a request for a 415 Registration, the
Company shall file with the SEC a registration statement under the Securities
Act for the 415 Registration. The Company shall use its best efforts to cause
the 415 Registration to be declared effective under the Securities Act as soon
as practical after filing, and once effective, the Company shall (subject to
the provisions of clause (ii) below) cause such 415 Registration to remain
effective for such time period as is specified in such request, but for no time
period longer than the period ending on the earlier of (i) the third
anniversary of the date of filing of the 415 Registration, (ii) the date on
which all Sponsor Registrable Securities have been sold pursuant to the 415
Registration, or (iii) the date as of which there are no longer any Sponsor
Registrable Securities in existence.


 


(ii)                                  If the holders of a majority of the Sponsor
Registrable Securities notify the Company in writing that they intend to effect
the sale of all or substantially all of the Sponsor Registrable Securities held
by such holders pursuant to a single integrated offering pursuant to a then
effective registration statement for a 415 Registration (a “Takedown”),
the Company and each holder of Registrable Securities shall not effect any
public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for its equity securities,
during the 90-day period beginning on the date such notice of a Takedown is
received.


 


(iii)                               If in connection with any Takedown the managing
underwriters (selected in accordance with clause (iv) below) advise the Company
that, in its opinion, the inclusion of any other securities other than Sponsor
Registrable Securities would adversely affect the marketability of the
offering, then no such securities shall be permitted to be included.
Additionally, if in connection with such an offering, the number of Sponsor
Registrable Securities and other securities (if any) requested to be included
in such Takedown exceeds the number of Sponsor Registrable Securities and other
securities which can be sold in such offering without adversely affecting the
marketability of the offering, the Company shall include in such sale (i)
first, the Sponsor Registrable Securities requested to be included in such
Takedown, pro rata among the holders of such Sponsor Registrable Securities on
the basis of the number of Sponsor Registrable Securities owned by each such
holder, and (ii) second, other securities requested to be included in such
Takedown to the extent permitted hereunder.


 


(iv)                              The holders of a majority of the Sponsor
Registrable Securities shall have the right to retain and select an investment
banker and


 


41

















 


manager
to administer the 415 Registration and any Takedown pursuant thereto, subject
to the Company’s approval which will not be unreasonably withheld.


 


(v)                                 In addition to the provisions in Section 6 below,
all expenses incurred in connection with the management of the 415 Registration
(whether incurred by the Company or the holders of the Sponsor Registrable
Securities) shall be borne by the Company (including, without limitation, all
fees and expenses of the investment banker and manager) (excluding discounts
and commissions).


 


(ix)                                Other
Registration Rights. Except as provided in this Agreement, the Company will
not grant to any Persons the right to request the Company to register any
equity securities of the Company, or any securities convertible or exchangeable
into or exercisable for such securities, without the prior written consent of
the holders of a majority of the Sponsor Registrable Securities.


 


(c)                                  Piggyback
Registrations.


 


(i)                                     Right
to Piggyback. Whenever the Company proposes to register any of its Equity
Shares under the Securities Act (other than pursuant to a Demand Registration
which is not a 415 Registration, and other than pursuant to a registration
statement on Form S-8 or S-4 or any similar form or in connection with a
registration the primary purpose of which is to register debt securities (i.e.,
in connection with a so-called “equity kicker”)) and the registration form to
be used may also be used for the registration of Registrable Securities (a “Piggyback
Registration”), the Company will give written notice to all holders of
Registrable Securities of its intention to effect such a registration on or
promptly following the date of filing with the SEC or other applicable
Regulatory Authority of a registration statement or similar document with
respect to such registration, and will include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 10 days after the date of the Company’s
written notice. Notwithstanding the foregoing, in connection only with the
initial registered public offering of the Company’s Equity Shares which
offering is a primary offering, no Registrable Securities shall be included in
such registration without the prior written consent of the Company.


 


(ii)                                  Piggyback
Expenses. The Registration Expenses of the holders of Registrable
Securities will be paid by the Company in all Piggyback Registrations.


 


(iii)                               Priority
on Primary Registrations. If a Piggyback Registration is an underwritten
primary registration on behalf of the Company, the Company will include in such
registration all securities requested to be included in such registration;
provided, that if the managing underwriters advise the Company in writing that
in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
adversely affecting the marketability of the offering, the Company will include
in such registration (i) first, the securities the Company proposes to sell,
(ii) second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of


 


42

















 


such Registrable Securities on the basis of the number
of shares of Registrable Securities owned by each such holder, and (iii) third,
other securities, if any, requested to be included in such registration.


 


(iv)                              Priority
on Secondary Registrations. If a Piggyback Registration is an underwritten
secondary registration on behalf of holders of the Company’s securities (which
registration was consented to pursuant
to Section 2(i) above), and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering without adversely affecting the marketability of the
offering, the Company will include in such registration (i) first, the
securities requested to be included therein by the holders requesting such
registration, (ii) second, the Registrable Securities requested to be included
in such registration, pro rata among the holders of such Registrable Securities
on the basis of the number of shares of Registrable Securities owned by each
such holder, and (iii) third, other securities requested to be included in such
registration not covered by clause (i) above.


 


(v)                                 Selection
of Underwriters. If any Piggyback Registration is an underwritten offering,
the investment banker(s) and manager(s) for the offering will be selected by
the Company.


 


(vi)                              Other
Registrations. If the Company has previously filed a registration statement
with respect to Registrable Securities pursuant to this Section 3, and if such
previous registration has not been withdrawn or abandoned, the Company will not
file or cause to be effected any other registration of any of its equity
securities or securities convertible or exchangeable into or exercisable for
its equity securities under the Securities Act (except on Forms S-4 or S-8 or any
successor forms), whether on its own behalf or at the request of any holder or
holders of such securities, until a period of at least six months has elapsed
from the effective date of such previous registration.


 


(d)                                 Holdback
Agreements.


 


(i)                                     Each
holder of Registrable Securities hereby agrees not to effect any public sale or
distribution (including sales pursuant to Rule 144) of equity securities of the
Company, or any securities convertible into or exchangeable or exercisable for
such securities, during the seven days prior to and the 180-day period
beginning on the effective date of any Demand Registration (other than a 415
Registration) or Piggyback Registration for a public offering to be
underwritten on a firm commitment basis in which Registrable Securities are
included (except as part of such underwritten registration), unless the
underwriters managing the registered public offering otherwise agree.


 


(ii)                                  The
Company agrees (i) not to effect any public sale or distribution of its equity
securities, or any securities convertible into or exchangeable or exercisable
for such securities, during the seven days prior to and during the 180-day
period beginning on the effective date of any underwritten Demand Registration
(other than a 415 Registration) or


 


43

















 


Piggyback Registration (except as part of such
underwritten registration or pursuant to registrations on Forms S-4 or S-8 or
any successor forms), unless the underwriters managing the registered public offering
otherwise agree, and (ii) to cause each holder of Registrable Securities and
each other holder of at least 5% (on a filly diluted basis) of Equity Shares,
or any securities convertible into or exchangeable or exercisable for Equity
Shares, purchased from the Company at any time after the date of this Agreement
(other than in a registered public offering) to agree not to effect any public
sale or distribution (including sales pursuant to Rule 144) of any such
securities during such period (except as part of such underwritten
registration, if otherwise permitted), unless the underwriters managing the
registered public offering otherwise agree.


 


(e)                                  Registration
Procedures. Whenever the holders of Registrable Securities have requested
that any Registrable Securities be registered pursuant to this Agreement, the
Company will use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously as
possible:


 


(i)                                     prepare
and file with the SEC or applicable Regulatory Authority a registration
statement or similar document with respect to such Registrable Securities and
use its best efforts to cause such registration statement or similar document
to become effective (provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company will furnish
to the counsel selected by the holders of a majority of the Registrable Securities
covered by such registration statement copies of all such documents proposed to
be filed);


 


(ii)                                  prepare
and file with the SEC or applicable Regulatory Authority such amendments and
supplements to such registration statement or similar document and the
prospectus used in connection therewith as may be necessary to keep such
registration statement or similar document effective for a period of not less
than six months and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement or similar document during such period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement or similar document;


 


(iii)                               furnish
to each seller of Registrable Securities such number of copies of such
registration statement or similar document, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;


 


(iv)                              use
its best efforts to register or qualify such Registrable Securities under such
other securities or blue sky laws of such jurisdictions as any seller
reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable


 


44

















 


Securities owned by such seller (provided that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subsection, (ii) subject itself to taxation in any such jurisdiction, or (iii)
consent to general service of process (i.e., service of process which is not
limited solely to securities law violations) in any such jurisdiction);


 


(v)                                 notify
each seller of such Registrable Securities, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and, at the
request of any such seller, the Company will promptly prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading;


 


(vi)                              cause
all such Registrable Securities to be listed on each securities exchange on
which similar securities issued by the Company are then listed and, if not so
listed, to be listed on the New York Stock Exchange or the Nasdaq National
Market (“Nasdaq Market”) and, if listed on the Nasdaq Market, use its
best efforts to secure designation of all such Registrable Securities covered
by such registration statement as a Nasdaq “National Market System security”
within the meaning of Rule 1lAa2-1 of the SEC or, failing that, to secure
Nasdaq Market authorization for such Registrable Securities and, without
limiting the generality of the foregoing, to arrange for at least two market
makers to register as such with respect to such Registrable Securities with the
National Association of Securities Dealers;


 


(vii)                           provide
a transfer agent and registrar for all such Registrable Securities not later
than the effective date of such registration statement;


 


(viii)                        enter into
such customary agreements (including underwriting agreements in customary form)
and take all such other actions as the holders of a majority of the Registrable
Securities being sold or the underwriters, if any, reasonably request in order
to expedite or facilitate the disposition of such Registrable Securities
(including, without limitation, effecting a stock split or a combination of
shares);


 


(ix)                                make
available for inspection by any seller of Registrable Securities, any
underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers,
directors, employees and independent accountants to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement;


 


(x)                                   otherwise
use its best efforts to comply with all applicable rules and regulations of the
SEC, and make available to its security holders, as soon as reasonably


 


45

















 


practicable, an earnings statement covering the period
of at least twelve months beginning with the first day of the Company’s first
full calendar quarter after the effective date of the registration statement,
which earning statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 promulgated thereunder;


 


(xi)                                permit
any holder of Registrable Securities which holder, in its sole and exclusive
judgment, might be deemed to be an underwriter or a controlling person of the
Company, to participate in the preparation of such registration or comparable
statement and to require the insertion therein of material, furnished to the
Company in writing, which in the reasonable judgment of such holder and its
counsel should be included;


 


(xii)                             in
the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any
related prospectus or suspending the qualification of any common stock included
in such registration statement for sale in any jurisdiction, the Company will
use its reasonable best efforts promptly to obtain the withdrawal of such
order;


 


(xiii)                          use its
best efforts to cause such Registrable Securities covered by such registration
statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the sellers thereof to consummate
the disposition of such Registrable Securities; and


 


(xiv)                          obtain a
“cold comfort” letter from the Company’s independent public accountants in
customary form and covering such matters of the type customarily covered by
“cold comfort” letters as the holders of a majority of the Registrable
Securities being sold reasonably request.


 


If any
such registration or comparable statement refers to any holder by name or
otherwise as the holder of any securities of the Company and if, in its sole
and exclusive judgment, such holder is or might be deemed to be a controlling
person of the Company, such holder shall have the right to require (i) the
insertion therein of language, in form and substance satisfactory to such
holder and presented to the Company in writing, 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 Company’s securities covered
thereby and that such holding does not imply that such holder will assist in
meeting any future financial requirements of the Company, 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; provided that with respect to this clause (ii)
such holder shall furnish to the Company an opinion of counsel to such effect,
which opinion and counsel shall be reasonably satisfactory to the Company.


 


(f)                                    Registration
Expenses.


 


(i)                                     All
expenses incident to the Company’s performance of or compliance with this
Agreement, including without limitation all registration and filing fees, fees


 


46

















 


and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, underwriters (excluding discounts and commissions) and other
Persons retained by the Company will be borne by the Company.


 


(ii)                                  In
connection with each Demand Registration, each Piggyback Registration and each
415 Registration, the Company will reimburse the holders of Registrable
Securities covered by such registration for the reasonable fees and
disbursements of one counsel chosen by the holders of a majority of the
Registrable Securities initially requesting such registration.


 


(g)                                 Indemnification.


 


(i)                                     The
Company agrees to indemnify, to the extent permitted by law, each holder of
Registrable Securities, its officers and directors and each Person who controls
such holder (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and expenses (“Damages”) arising out of or
based upon any untrue or allegedly untrue statement of material fact contained
in any registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse such holder, director,
officer or controlling person for any legal or other expenses reasonably
incurred by such holder, director, officer or controlling person in connection
with the investigation or defense of such Damages insofar as the same are
caused by or contained in any information furnished in writing to the Company
by such holder expressly for use therein or by such holder’s failure to deliver
a copy of the registration statement or prospectus or any amendments or supplements
thereto after the Company has furnished such holder with a sufficient number of
copies of the same. In connection with an underwritten offering, the Company
will indemnify such underwriters, their officers and directors and each Person
who controls such underwriters (within the meaning of the Securities Act) to
the same extent as provided above with respect to the indemnification of the
holders of Registrable Securities.


 


(ii)                                  In
connection with any registration statement in which a holder of Registrable
Securities is participating, each such holder will furnish to the Company in
writing such information and affidavits as the Company reasonably requests for
use in connection with any such registration statement or prospectus and, to
the extent permitted by law, will severally (and not joint and severally)
indemnify the Company, its directors and officers and each Person who controls
the Company (within the meaning of the Securities Act) against any Damages
resulting from any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished
in writing by such holder; 


 


47

















 


provided, that the obligation to indemnify will be
individual to each holder and will be limited to the net amount of proceeds
received by such holder from the sale of Registrable Securities pursuant to
such registration statement.


 


(iii)                               Any
Person entitled to indemnification hereunder will (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party’s reasonable judgment
a conflict of interest between such indemnified and indemnifying parties may
exist with respect to such claim, permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party will not be subject
to any liability for any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim
will not be obligated to pay the fees and expenses of more than one counsel for
all parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.


 


(iv)                              The
indemnification provided for under this Agreement will remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director or controlling Person of such indemnified party
and will survive the transfer of securities. 
If for any reason the indemnification provided for in this Section 7 is
unavailable to an indemnified party in respect of any Damages referred to
therein, the indemnifying party shall contribute to the amount paid or payable
by the indemnified party as a result of such Damages in such proportion as is
appropriate to reflect not only the relative benefits received by the
indemnified party and the indemnifying party, but also the relative fault of
the indemnified party and the indemnifying party, as well as any other relevant
equitable considerations.  The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such action; provided, however, that in no event shall
the liability of any selling holder of Registrable Securities hereunder be
greater in amount than the difference between the dollar amount of the proceeds
received by such holder upon the sale of the Registrable Securities giving rise
to such contribution obligation and all amounts previously contributed by such
holder with respect to such Damages.  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 fraudulent misrepresentation.


 


(h)                                 Participation
in Underwritten Registrations. No Person may participate in any
registration hereunder which is underwritten unless such Person (a) agrees to
sell such Person’s securities on the basis provided in any underwriting
arrangements approved by the


 


48

















 


Person or Persons entitled hereunder to approve such
arrangements and (b) completes and executes all customary questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements;
provided, that no holder of Registrable Securities included in any underwritten
registration shall be required to make any representations or warranties to the
Company or the underwriters other than representations and warranties regarding
such holder and such holder’s intended method of distribution.


 


(i)                                     Rule
144 Reporting. With a view to making available to the holders of
Registrable Securities the benefits of certain rules and regulations of the SEC
which may permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:


 


(i)                                     make
and keep current public information available, within the meaning of Rule 144
or any similar or analogous rule promulgated under the Securities Act, at all
times after it has become subject to the reporting requirements of the Exchange
Act;


 


(ii)                                  file
with the SEC, in a timely manner, all reports and other documents required of
the Company under the Securities Act and the Exchange Act (after it has become
subject to such reporting requirements); and


 


(iii)                               so
long as any party hereto owns any Registrable Securities, furnish to such
Person forthwith upon request, a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144 (at any time
commencing 90 days after the effective date of the first registration filed by
the Company for an offering of its securities to the general public), the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements); a copy of the most recent annual or quarterly
report of the Company; and such other reports and documents as such Person may
reasonably request in availing itself of any rule or regulation of the SEC
allowing it to sell any such securities without registration.


 


(j)                                     Notices.
All notices, demands or other communications to be given or delivered under or
by reason of the provisions of this Agreement will be in writing and will be
deemed to have been given when delivered personally, mailed by certified or
registered mail, return receipt requested and postage prepaid, or sent via a
nationally recognized overnight courier, or sent via facsimile to the
recipient. Such notices, demands and other communications will be sent to the
address indicated below:


 


	
   

  	
  To the Company:

  
	
   

  	
   

  
	
   

  	
  Euramax International, Inc.

  
	
   

  	
  5445 Triangle Parkway, Suite 350

  
	
   

  	
  Norcross, Georgia 30092

  
	
   

  	
  Attention:

  	
  J.
  David Smith

  



 


49

















 


	
   

  	
  Facsimile No.: (770) 449-7354

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Citicorp Venture Capital, Ltd.

  
	
   

  	
  399 Park Avenue

  
	
   

  	
  14th Floor

  
	
   

  	
  New York, New York 10043

  
	
   

  	
  Attention:

  	
  Thomas
  F. McWilliams

  
	
   

  	
  Facsimile No.: (212) 888-2940

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Citigroup Venture Capital Equity Partners, L.P.

  
	
   

  	
  399 Park Avenue

  
	
   

  	
  14th Floor

  
	
   

  	
  New York, New York 10043

  
	
   

  	
  Attention:

  	
  Joseph
  M. Silvestri

  
	
   

  	
  Facsimile No.: (212) 888-2940

  
	
   

  	
   

  
	
   

  	
  To
  CVC:

  
	
   

  	
   

  
	
   

  	
  Citicorp Venture Capital, Ltd.

  
	
   

  	
  399 Park Avenue

  
	
   

  	
  14th Floor

  
	
   

  	
  New York, New York 10043

  
	
   

  	
  Attention:

  	
  Thomas
  F. McWilliams

  
	
   

  	
  Facsimile No.: (212) 888-2940

  
	
   

  	
   

  
	
   

  	
  To
  the Fund:

  
	
   

  	
   

  
	
   

  	
  c/o Citigroup Venture Capital Equity Partners, L.P.

  
	
   

  	
  399 Park Avenue

  
	
   

  	
  14th Floor

  
	
   

  	
  New York, New York 10043

  
	
   

  	
  Attention:

  	
  Joseph
  M. Silvestri

  
	
   

  	
  Facsimile No.: (212) 888-2940

  
	
   

  	
   

  
	
   

  	
  To any of the Managers:

  
	
   

  	
   

  
	
   

  	
  c/o Euramax International, Inc.

  
	
   

  	
  5445 Triangle Parkway, Suite 350

  



 


50

















 


	
   

  	
  Norcross, Georgia 30092

  
	
   

  	
  Attention:

  	
  [Executive’s
  Name]

  
	
   

  	
  Facsimile No.: (770) 449-7354

  



 


or
such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.


 


(k)                                  Miscellaneous.


 


(i)                                     Additional
Registration Rights.  Each party
hereto acknowledges and agrees that the Company may in the future grant
registration rights to other parties and that such a grant of registration
rights (whether by joinder or amendment to this Agreement or by separate
agreement) will not be deemed to be inconsistent with or in violation of the
rights of the parties under this Agreement.


 


(ii)                                  Remedies.
Any Person having rights under any provision of this Agreement will be entitled
to enforce such rights specifically to recover damages caused by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by law. The parties hereto agree and acknowledge that money damages may
not be an adequate remedy for any breach of the provisions of this Agreement
and that any party may in its sole discretion apply to any court of law or
equity of competent jurisdiction (without posting any bond or other security)
for specific performance and for other injunctive relief in order to enforce or
prevent violation of the provisions of this Agreement.


 


(iii)                               Amendments
and Waivers. Except as otherwise provided herein, the provisions of this
Agreement may be amended or waived only upon the prior written consent of the
Company and holders of a majority of the CVC Registrable Securities and the
holders of a majority of the Fund Registrable Securities; provided that
(subject to Section 11(a) hereof) no such amendment or action that adversely
affects any one holder of Registrable Securities vis-a-vis any other holder of
Registrable Securities shall be effective against such adversely affected
holder of Registrable Securities without the prior written consent of such
adversely affected holder of Registrable Securities.


 


(iv)                              Successors
and Assigns. All covenants and agreements in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not. In addition, whether or not any express assignment has been made, the
provisions of this Agreement which are for the benefit of purchasers or holders
of Registrable Securities are also for the benefit of, and enforceable by, any
subsequent holder of Registrable Securities.


 


(v)                                 Severability.
Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law,
such provision will be ineffective only to the extent of such prohibition or
invalidity, without


 


51

















 


invalidating the remainder of this Agreement.


 


(vi)                              Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together will constitute one and the same Agreement.


 


(vii)                           Descriptive
Headings. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.


 


(h)                                 Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITH RESPECT TO THE RELATIVE RIGHTS OF THE COMPANY AND ITS SHAREHOLDERS.  ALL OTHER QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES
OR PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION).  IN FURTHERANCE OF THE FORGOING, THE INTERNAL
LAW OF THE STATE OF NEW YORK SHALL CONTROL THE INTERPRETATION AND CONSTRUCTION
OF THIS AGREEMENT, EVEN THOUGH UNDER THAT JURISDICTION’S CHOICE OF LAW OR
CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD
ORDINARILY APPLY.


 


*       *       *      
*       *


 


52

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Registration Rights Agreement the day and year first above written.


 


	
   

  	
  EURAMAX INTERNATIONAL,
  INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  	
  CITIGROUP VENTURE
  CAPITAL EQUITY

  PARTNERS, L.P.

  
	
   

  
	
   

  	
  By: CVC PARTNERS, LLC,
  its General Partner

  
	
   

  
	
   

  	
  By:  

  	
   

  
	
   

  	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
   

  	
  CVC EXECUTIVE FUND LLC

  
	
   

  
	
   

  	
  By: CITIGROUP VENTURE
  CAPITAL GP

  HOLDINGS, LTD., its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  CVC/SSB EMPLOYEE FUND,
  L.P.

  
	
   

  
	
   

  	
  By: CVC PARTNERS, LLC,
  its General Partner

  
	
   

  
	
   

  	
  By:  

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  CITICORP VENTURE
  CAPITAL LTD.

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


53

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Registration Rights Agreement the day and year first above written.


 


	
   

  	
  INDIVIDUAL INVESTORS:

  
	
   

  
	
   

  	
  NATASHA PARTNERSHIP

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  NATASHA FOUNDATION

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  David Thomas

  
	
   

  
	
   

  	
  ALCHEMY, L.P.

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  	
  THOMAS F. MCWILLIAMS
  FLINT TRUST

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  	
   

  
	
   

  	
  Joseph M. Silvestri

  
	
   

  
	
   

  	
   

  
	
   

  	
  Michael Delaney

  
					



 


54

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Registration Rights Agreement the day and year first above written.


 


	
   

  	
  INDIVIDUAL INVESTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  William T. Comfort

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  John Weber

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David Howe

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Paul C. Schorr, IV

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Richard Mayberry

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Charles Corpening

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  James Urry

  



 


55

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Registration Rights Agreement the day and year first above written.


 


	
   

  	
  INDIVIDUAL INVESTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David Howe

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Noelle Doumar

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Harris Newman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Diana Mayer

  



 


56

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Registration Rights Agreement the day and year first above written.


 


	
   

  	
  MANAGERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J. David Smith

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  R. Scott Vansant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mitchell B. Lewis

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David Pugh

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Rob Dresen

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Aloyse Wagener

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scott Anderson

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Nick Dowd

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ron Stepanchik

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dudley Rowe

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Paul E. Drack

  



 


57

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Registration Rights Agreement the day and year first above written.


 


	
   

  	
  MANAGERS

  
	
   

  
	
   

  	
  SILVERSPICE LIMITED

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


58

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Registration Rights Agreement the day and year first above written.


 


	
   

  	
  COURT SQUARE CAPITAL
  LIMITED

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


59

















 


EXHIBIT
A-1


 


Common Stock


 


	
  Investor

  	
   

  	
  Class A
  Common Shares

  	
   

  	
  Class B
  Common Shares

  	
   

  
	
  J. David Smith

  	
   

  	
  8,815.25

  	
   

  	
   

  	
   

  
	
  Mitchell Lewis

  	
   

  	
  6,702.35

  	
   

  	
   

  	
   

  
	
  David Pugh

  	
   

  	
  3,088.51

  	
   

  	
   

  	
   

  
	
  R. Scott Vansant

  	
   

  	
  4,485.95

  	
   

  	
   

  	
   

  
	
  Rob Dresen

  	
   

  	
  1,898.55

  	
   

  	
   

  	
   

  
	
  Aloyse Wagener

  	
   

  	
  1,794.85

  	
   

  	
   

  	
   

  
	
  Scott Anderson

  	
   

  	
  1,453.87

  	
   

  	
   

  	
   

  
	
  Dudley Rowe

  	
   

  	
  384.54

  	
   

  	
   

  	
   

  
	
  Nick Dowd

  	
   

  	
  315.00

  	
   

  	
   

  	
   

  
	
  Paul E. Drack

  	
   

  	
  779.87

  	
   

  	
   

  	
   

  
	
  Silverspice
  Limited

  	
   

  	
  4668.82

  	
   

  	
   

  	
   

  
	
  Citicorp Venture
  Capital Ltd.

  	
   

  	
  169,680.62

  	
   

  	
   

  	
   

  
	
  Natasha
  Partnership

  	
   

  	
  5,616.22

  	
   

  	
   

  	
   

  
	
  Natasha
  Foundation

  	
   

  	
  3,009.97

  	
   

  	
   

  	
   

  
	
  David Thomas

  	
   

  	
  5,616.22

  	
   

  	
   

  	
   

  
	
  Alchemy, L.P.

  	
   

  	
  1,270.36

  	
   

  	
   

  	
   

  
	
  Thomas F.
  McWilliams Flint Trust

  	
   

  	
  245.37

  	
   

  	
   

  	
   

  
	
  Joseph M.
  Silvestri

  	
   

  	
  4,322.02

  	
   

  	
   

  	
   

  
	
  Michael Delaney

  	
   

  	
  399.01

  	
   

  	
   

  	
   

  
	
  James Urry

  	
   

  	
  266.02

  	
   

  	
   

  	
   

  
	
  William T.
  Comfort

  	
   

  	
  158.42

  	
   

  	
   

  	
   

  
	
  John Weber

  	
   

  	
  327.12

  	
   

  	
   

  	
   

  
	
  David Howe

  	
   

  	
  568.31

  	
   

  	
   

  	
   

  
	
  Paul C. Schorr
  IV

  	
   

  	
  129.55

  	
   

  	
   

  	
   

  
	
  Richard Mayberry

  	
   

  	
  199.50

  	
   

  	
   

  	
   

  
	
  Charles
  Corpening

  	
   

  	
  262.54

  	
   

  	
   

  	
   

  
	
  Noelle Doumar

  	
   

  	
  199.50

  	
   

  	
   

  	
   

  
	
  Diana Mayer

  	
   

  	
  37.50

  	
   

  	
   

  	
   

  
	
  Harris Newman

  	
   

  	
  37.50

  	
   

  	
   

  	
   

  
	
  CVC Executive
  Fund LLC

  	
   

  	
  2,314.38

  	
  (1) 

  	
   

  	
   

  
	
  CVC/SSB Employee
  Fund, L.P.

  	
   

  	
  2,597.50

  	
  (2) 

  	
   

  	
   

  
	
  Citigroup
  Venture Capital Equity Partners, L.P.

  	
   

  	
  260,850.60

  	
  (3) 

  	
   

  	
   

  



 












(1)          Includes 386.08 Class B
Common that will be converted on the Closing Date to Class A Common.


 


(2)          Includes 433.31 Class B
Common that will be converted on the Closing Date to Class A Common.


 


(3)          Includes 43,527.41 Class
B Common that will be converted on the Closing Date to Class A Common.  Also includes 883.75 shares to be purchased
from Euramax following option exercises by Dowd and Stepanchik.


 


60

















 


EXHIBIT A-2


 


Restricted Shares and Option Shares


 


	
  Management Investor

  	
   

  	
  Restricted
  Shares

  	
   

  	
  Option
  Shares

  	
   

  
	
  J. David Smith

  	
   

  	
  3,380.60

  	
   

  	
   

  	
   

  
	
  Mitchell B.
  Lewis

  	
   

  	
  2,041.00

  	
   

  	
   

  	
   

  
	
  David Pugh

  	
   

  	
  424.00

  	
   

  	
   

  	
   

  
	
  R. Scott Vansant

  	
   

  	
  2,041.00

  	
   

  	
   

  	
   

  
	
  Rob Dresen

  	
   

  	
  315.00

  	
   

  	
  2,500.00

  	
   

  
	
  Aloyse Wagener

  	
   

  	
  423.00

  	
   

  	
   

  	
   

  
	
  Scott Anderson

  	
   

  	
  315.00

  	
   

  	
  3,000.00

  	
   

  
	
  Nick Dowd

  	
   

  	
  315.00

  	
   

  	
  4,086.25

  	
   

  
	
  Dudley Rowe

  	
   

  	
  315.00

  	
   

  	
  4,230.00

  	
   

  



 


61