Exhibit 10.11


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of
June 12, 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:


 


1.                                       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 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.


 


“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 


 


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


 


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2.                                       Demand
Registrations.


 


(a)                                  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.


 


(b)                                 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.


 


(c)                                  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 


 


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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.


 


(d)                                 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.


 


(e)                                  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.


 


(f)                                    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.


 


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


 


(h)                                 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 


 


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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 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).


 


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(i)                                     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.


 


3.                                       Piggyback
Registrations.


 


(a)                                  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.


 


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


 


(c)                                  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 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.


 


(d)                                 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 


 


7

















 


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.


 


(e)                                  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.


 


(f)                                    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.


 


4.                                       Holdback
Agreements.


 


(a)                                  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.


 


(b)                                 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 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.


 


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5.                                       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:


 


(a)                                  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);


 


(b)                                 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;


 


(c)                                  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;


 


(d)                                 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 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);


 


(e)                                  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 


 


9

















 


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;


 


(f)                                    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;


 


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


 


(h)                                 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);


 


(i)                                     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;


 


(j)                                     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
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;


 


(k)                                  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;


 


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(l)                                     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;


 


(m)                               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


 


(n)                                 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.


 


6.                                       Registration
Expenses.


 


(a)                                  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
will be borne by the Company.


 


(b)                                 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.


 


11

















 


7.                                       Indemnification.


 


(a)                                  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.


 


(b)                                 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; 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.


 


(c)                                  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 


 


12

















 


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.


 


(d)                                 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.


 


8.                                       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 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.


 


9.                                       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:


 


13

















 


(a)                                  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;


 


(b)                                 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


 


(c)                                  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.


 


10.                                 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


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


 


14

















 


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


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.


 


11.                                 Miscellaneous.


 


(a)                                  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.


 


15

















 


(b)                                 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.


 


(c)                                  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.


 


(d)                                 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.


 


(e)                                  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 invalidating the remainder of this Agreement.


 


(f)                                    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.


 


(g)                                 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


 


16

















 


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.


 


*  *  *  *  *


 


17

















 


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:

  
						



 


18

















 


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

  
						



 


19

















 


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

  



 


20

















 


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

  
	
   

  	
   

  



 


21

















 


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

  



 


22

















 


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:

  



 


23

















 


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:

  



 


24