**Exhibit10.2**

 

SECURITIES HOLDERSAGREEMENT

 

BY AND AMONG

 

EURAMAXINTERNATIONAL, INC.

 

CITIGROUP VENTURECAPITAL EQUITY PARTNERS, L.P.

 

CVC EXECUTIVE FUNDLLC

 

CVC/SSB EMPLOYEEFUND, L.P.

 

CITICORP VENTURECAPITAL LTD.

 

THE CONTINUINGINVESTORS IDENTIFIED HEREIN

 

AND

 

THE MANAGEMENTINVESTORS IDENTIFIED HEREIN

 

Dated as of April15, 2003

 

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**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 HOLDERSAGREEMENT

 

SECURITIES HOLDERSAGREEMENT, dated April 15, 2003 (the “Agreement”), by and among EURAMAXINTERNATIONAL, INC., a Delaware corporation (the “Company”), CITIGROUPVENTURE CAPITAL EQUITY PARTNERS, L.P., a Delaware limited partnership, CVCEXECUTIVE FUND LLC, a Delaware limited liability company, and CVC/SSB EMPLOYEEFUND, L.P., a Delaware Limited Partnership (collectively, the “Fund”),CITICORP VENTURE CAPITAL LTD., a New York corporation (“CVC” andtogether with the Fund, each an “Institutional Investor” andcollectively the “Institutional Investors”), the individuals andentities listed on the signature pages hereto as “Continuing Investors” (the “ContinuingInvestors”), and the individuals listed on the signature pages hereto as“Management Investors” (the “Management Investors”).  The Institutional Investors, the ContinuingInvestors and the Management Investors are sometimes referred to hereinafterindividually as an “Investor” and collectively as the “Investors.”

 

Background

 

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

 

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

 

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

 

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

 

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

 

E.                                      TheInvestors and the Company wish to set forth in this Agreement certainagreements regarding their future relationships and their rights and obligationswith respect to the Shares from and after the Closing (as defined in the StockPurchase Agreement).

 

Terms

 

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

 

# ARTICLE IREPRESENTATIONS AND WARRANTIES

##  

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

###  

### (a)                                  TheCompany is a corporation validly existing and in good standing under the lawsof the State of Delaware.

###  

### (b)                                 TheCompany has full corporate power and corporate authority to make, execute,deliver and perform this Agreement and to carry out all of the transactionsprovided for herein.

###  

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

###  

### (d)                                 Immediatelyprior 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 (withoutgiving effect to the Restricted Shares or up to 883.75 shares under optiongrants that will be cashed out immediately prior to Closing) are issued andoutstanding and (ii) 600,000

 

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shares of Class B Common, of which 44,346.80 shares are issued andoutstanding.  Immediately prior to theClosing, except for options to purchase 5,450 shares of Class A Common (withoutgiving effect to the Restricted Shares, options to purchase up to 26,150 sharesunder the 2003 Plan and up to 883.75 shares which will be cashed outimmediately prior to Closing), there are no rights, subscriptions, warrants,options, conversion rights, or agreements of any kind outstanding to purchasefrom the Company, or otherwise require the Company to issue, any shares ofcapital stock of the Company or securities or obligations of any kindconvertible into or exchangeable for any shares of capital stock of theCompany.

###  

### (e)                                  Aftergiving effect to the Closing and excluding any Restricted Shares and OptionShares, the authorized capital stock of the Company will consist of (i) 600,000shares of Class A Common, of which 437,695.64 shares (without giving effect toup 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) 600,000shares of Class B Common, of which 44,346.80 shares will be issued andoutstanding immediately after the Closing. Except as set forth on Exhibit A-2 attached hereto and except asotherwise set forth herein, as of the Closing Date, there will be no rights,subscriptions, warrants, options, conversion rights, or agreements of any kindoutstanding to purchase from the Company, or otherwise require the Company toissue, any shares of capital stock of the Company or securities or obligationsof any kind convertible into or exchangeable for any shares of capital stock ofthe Company, and the Company will not be subject to any obligation (contingentor otherwise) to repurchase or otherwise acquire or retire any shares of itscapital stock; and the Shares constitute all of the outstanding shares of theCompany’s capital stock.

##  

## 1.2.                              Representations and Warranties ofEach Investor.  Each of theInvestors severally represents and warrants to the Company and each otherInvestor that:

###  

### (a)                                  suchInvestor has full legal right, power and authority (including the dueauthorization by all necessary corporate, partnership or limited liabilitycompany action) to enter into this Agreement and to perform such Investor’sobligations hereunder without the need for the consent of any other person;

###  

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

###  

### (c)                                  suchInvestor is the record owner of the Shares set forth opposite his or its nameon Exhibit A-1 and/or Exhibit A-2 attached hereto, and suchInvestor has not granted and is not a party to any proxy, voting trust or otheragreement which is inconsistent with, conflicts with or violates any provisionof this Agreement.

 

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# ARTICLE IICERTAIN RESTRICTIONS

 

## 2.1.                              Restrictive Legends.

 

### (a)                                  AllShares.  The certificatesrepresenting the Shares shall bear the following legend in addition to anyother legend required under applicable law:

 

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

 

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

 

### (b)                                 ManagementShares. In addition to the legends required by Section 2.1(a) above, thefollowing legend shall appear on certificates representing Management Shares, provided*,*thatthe Company’s failure to cause certificates representing Management Shares tobear such legend shall not affect the Company’s Purchase Option described inSection 5.2:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AREALSO SUBJECT TO A PURCHASE OPTION OF THE COMPANY APPLICABLE TO “MANAGEMENTSHARES” AS DESCRIBED IN THE SECURITIES HOLDERS AGREEMENT BY AND AMONG THECOMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILEAT THE PRINCIPAL OFFICE OF THE COMPANY.

 

## 2.2.                              Restrictions on Transfers of Shares.

###  

### (a)                                  NoInvestor or Permitted Transferee shall effect a Transfer (as defined below) ofany Shares other than (i) pursuant to Section 3.4 in connection with anApproved Sale, (ii) as permitted by Section 3.5 (relating to ParticipationRights), (iii) in the case of a Management Investor, pursuant to Section 5.2 inconnection with the Purchase Option (as hereinafter defined), (iv) inaccordance with Section 2.3 (relating to certain preemptive rights of the Fundand CVC) and with (x) the consent of Investors holding 70% of the Class ACommon and (y) in the case of a Management Investor, the written consent of adirector designated by the

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Fund (if there is one) and a director designated by CVC (if there isone), (v) to a Permitted Transferee of the Investor in question, (vi) to theCompany or (vii) in connection with any public offering under the SecuritiesAct or following any public offering in open market transactions or under Rule144 under the Securities Act.  Inexercising the consent and approval provided for in clause (iv), the Directorsappointed by the Fund may employ their sole discretion in evaluating the natureof the proposed transferee and they may impose such conditions on Transfer asthey deem appropriate in their sole discretion, including, but not limited to,requirements that the transferee be an employee of the Company and that thetransferee purchase the Management Investor’s Management Shares as a“Management Investor” subject to the restrictions of Article V.  In the event any Transfer is authorizedpursuant to clause (iv) to an employee of the Company or any of itssubsidiaries as a “Management Investor,” such employee shall execute anagreement, in form and substance satisfactory to the Fund, pursuant to whichsuch employee shall agree to be bound by the terms and conditions of thisAgreement, and upon such execution such employee shall be entitled to thebenefit of such provisions hereof and such other provisions as the Funddetermines and are set forth in such agreement.  In the event any Transfer is made pursuant to clause (v), theTermination Date (as hereinafter defined) for a Permitted Transferee of aManagement Investor (other than where such Permitted Transferee is anotherManagement Investor) shall be the Termination Date with respect to theManagement Investor who first acquired the Management Shares held by suchPermitted Transferee pursuant to this Agreement.

###  

### (b)                                 Asused herein, “Transfer” includes the making of any sale, exchange,assignment, hypothecation, gift, security interest, pledge or otherencumbrance, or any contract therefor, the creation of any other claim theretoor any other transfer or disposition whatsoever, whether voluntary orinvoluntary, affecting the right, title, interest or possession in or to suchShares.  Any purported Transfer in violationof this Agreement shall be null and void and of no force and effect and thepurported transferees shall have no rights or privileges in or with respect tothe Company.  Notwithstanding theforegoing provisions, each Management Investor agrees that he will not effect aTransfer of any Management Shares prior to the lapse of such period of timefollowing acquisition thereof as may be required to comply with applicablestate securities laws.

##  

## 2.3.                              Certain Preemptive Rights.

###  

### (a)                                  AnInvestor or Permitted Transferee who has received the consents and/or approvalsrequired by Section 2.2(a)(iv) hereof may propose a Transfer of Shares (otherthan Restricted Shares that have not fully vested under the terms of the 2003Plan (the “Unvested Restricted Shares”), for which all Transfers areprohibited) by submitting a written offer (the “Offer”) to the Companysetting forth (A) the number, class or series of the Shares subject to theproposed Transfer, (B) the date or proposed date of the Transfer and the nameand address of the proposed transferee, if known, (C) the principal terms ofthe Transfer, including the consideration to be received by the Investor orPermitted Transferees for such Transfer and (D) any other material terms of theTransfer.

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

##  

## (c)                                  Ifthe Preemptive Holders elect in their Reply Notices to purchase all or anyportion of the offered Shares, the closing of the purchase and sale of suchShares shall be held at the place and on the date established by the PreemptiveHolders purchasing a majority of the offered Shares being purchased, which inno event shall be less than 21 or more than 30 days from the date of suchOffer.  In the event that the PreemptiveHolders do not collectively elect to purchase all of the offered Shares, theInvestor may, subject to the other provisions of this Agreement, Transfer theremaining offered Shares not elected to be purchased by the Preemptive Holdersat a price no less than the price specified in the Offer and on other terms nomore favorable to the transferees thereof than specified in the Offer during the60-day period immediately following the last date on which the Company couldhave elected to purchase the offered Shares. All such Shares not transferred within such 60 day period will besubject to the provisions of this Section 2.3 upon subsequent Transfer.

##  

## 2.4.                              Other Transfer Conditions;Permitted Transferees.

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### (a)                                Priorto any proposed Transfer of any Shares, other than a Transfer to the Company orpursuant to Sections 3.4 and 3.5 hereof, the holder thereof shall givewritten notice to the Company describing the manner and circumstances of theproposed Transfer accompanied by a written legal opinion if requested by theCompany, addressed to the Company and the transfer agent, if other than theCompany, and reasonably satisfactory in form and substance to each addressee,to the effect that the proposed Transfer of the Shares may be effected withoutregistration under the Securities Act and applicable state securitieslaws.  Each certificate evidencing theShares transferred shall bear the legends set forth in Section 2.1(a), exceptthat such certificate shall not bear such legend if the opinion of counselreferred to above is to the further effect that such legend is not required inorder to establish compliance with any provision of the Securities Act orapplicable state securities laws. Notwithstanding the foregoing, no

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

###  

### (b)                                 Inany Transfer of Shares to a Permitted Transferee, each such PermittedTransferee shall take such Shares subject to and be fully bound by the terms ofthis Agreement applicable to it, him or her with the same effect as if it, heor she were a party hereto (including, if the Shares being Transferred to suchPermitted Transferee are Management Shares, Article V hereof), provided,that (i) no entity or person shall be a Permitted Transferee unless suchtransferee executes a joinder to this Agreement satisfactory in form andsubstance to the Company, which such joinder states with respect to anyPermitted Transferee other than a natural person, that such PermittedTransferee agrees to Transfer such Shares to the Investor from whom suchPermitted Transferee received such Shares immediately prior to the occurrenceof any event which would result in such person no longer being a PermittedTransferee of such Investor and (ii) no Transfer shall be effected except in compliancewith the registration requirements of the Securities Act or pursuant to anavailable exemption therefrom.  EachInvestor agrees to accept the Transfer of Shares to such Investor at any timefrom a Transferee of such Investor.

###  

### (c)                                  Asused herein, “Permitted Transferee” shall mean:

####  

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

####  

#### (ii)                                  inthe case of any Investor or Permitted Transferee who is, in each case, anatural person, the heirs, executors, administrators or personalrepresentatives upon the death of such Investor or Permitted Transferee or uponthe incompetency or disability of such Investor or Permitted Transferee forpurposes of the protection and management of his or her assets;

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#### (iii)                               inthe case of the Fund, CVC or their Permitted Transferees, (A) the Fund, CVC orany of their Affiliates, (B) any limited partnership, limited liability companyor other investment vehicle that is sponsored or managed (whether through theownership of securities having a majority of the voting power, as a generalpartner or through the management of investments) by the Fund, CVC or theirAffiliates or by present or former employees of the Fund, CVC or theirAffiliates (so long as in the case of former employees, such former employeeswere employed by the Fund or its Affiliates at any point in time after November16, 2001), (C) any present or former managing director, general partner,director, limited partner, officer or employee (who if former held such positionat 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 oradopted), sibling, parent, heir, executor, administrator, trustee orbeneficiary of any of the foregoing persons described in this clause (C), or(D) any trust, the beneficiaries of which, or any charitable trust, the grantorof which, include the persons or

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#### entities described in this subsection (iii); it beingunderstood that any Transfers of Shares from any of the forgoing persons orentities identified in (A) through (D) above to the Fund, CVC or any of theirAffiliates shall constitute a permitted Transfer to a “Permitted Transferee”hereunder.  Notwithstanding anything inthis Section 2.4(c)(iii) to the contrary, the Fund and CVC will not beconsidered Permitted Transferees of each other if and to the extent the Fundand CVC are no longer Affiliates of each other; it being understood and agreed (withoutlimitation to the definition of Affiliates hereunder) that if a corporateAffiliate of CVC owns 50% or more of the limited partnership interests of theFund, CVC and the Fund shall continue to be deemed Affiliates of each other.  Notwithstanding anything in this Section2.4(c)(iii) to the contrary, if the Fund and CVC cease to be Affiliates of eachother then (i) neither CVC nor any of its Affiliates shall be a PermittedTransferee of the Fund or any Affiliates of the Fund and (ii) neither the Fundnor any of its Affiliates shall be a Permitted Transferee of CVC or anyAffiliates of CVC.

####  

#### (iv)                              inthe case of any Investor who is not a natural person, any Affiliate of suchInvestor;

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#### (v)                                 inthe case of any Investor who is a limited partnership or limited liabilitycompany, a distribution of Shares to its limited partners or members, asapplicable; and

####  

#### (vi)                              inthe case of any Investor who is a trust, to the trustees or beneficiaries ofsuch trust.

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

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## 2.5.                              Termination of Certain Restrictions.  The restrictions on Transfers of Sharesowned 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 tenpercent (10%) of the outstanding shares of Common Stock shall have been soldpursuant 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 3.4below) resulting in less than 50% of both the voting power and equity value inthe Company’s capital stock being owned by the stockholders of the Companyexisting immediately prior to the closing of such Approved Sale or theirAffiliates.

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## 2.6.                              Notation.  Anotation will be made in the appropriate transfer records of the Company withrespect to the restrictions on transfer of the Shares referred to in thisAgreement.

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# ARTICLE IIIOTHER COVENANTS, AGREEMENTS AND REPRESENTATIONS

 

## 3.1.                              **Intentionally Omitted**.

##  

## 3.2.                              Financial Statements and OtherInformation.

###  

### (a)                                  TheCompany shall deliver upon request to each Investor and Permitted Transferee assoon as available and in any event within 90 days after the end of each fiscalyear of the Company, a consolidated and consolidating balance sheet of theCompany and its subsidiaries as of the end of such year, and consolidated andconsolidating statements of income and cash flows of the Company and itssubsidiaries for the year then ended prepared in conformity with generallyaccepted accounting principles applied on a consistent basis, except asotherwise noted therein, together with an auditor’s report thereon of a firm ofestablished national reputation. Notwithstanding the foregoing, in the event that an Investor orPermitted Transferee is not a director, officer or employee of the Company orany of its subsidiaries, such Investor or Permitted Transferee shall berequired to execute a non-disclosure agreement prior to the delivery of thefinancial statements described in this Section 3.2(a).

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

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#### (i)                                     assoon as available and in any event within 45 days after the end of each of thefirst three quarters of each fiscal year of the Company, consolidated balancesheets of the Company and its subsidiaries as of the end of such period, andconsolidated statements of income and cash flows of the Company and itssubsidiaries for the period then ended prepared in conformity with generallyaccepted accounting principles applied on a consistent basis, except asotherwise noted therein, and subject to the absence of footnotes and toyear-end adjustments;

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

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

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#### (iv)                              allinformation required to be delivered to the lenders under the Company’s seniorcredit facility at the same time as it is delivered to such lenders;

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

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#### (vi)                              anyfinancial information filed with or submissions made to any securities exchangeor regulatory authority by the Company or its subsidiaries at the time suchinformation is filed or submitted; and

 

#### (vii)                           suchother financial or management information relating to the Company and itssubsidiaries as may be reasonably requested from time to time.

##  

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

##  

### 3.4.                            Required Sale.

###  

### (a)                                Ifeach of (i) a majority of the Board of Directors and (ii) the holders of atleast 70% of the outstanding Common Stock held by the Investors and theirPermitted Transferees approve the sale of the Company to a person (whether bymerger, consolidation, sale of all or substantially all of its assets or saleof all or a majority of the outstanding capital stock) (an “Approved Sale”),each Investor and Permitted Transferee will consent to, vote for, raise noobjections against, and waive dissenters and appraisal rights (if any) withrespect to, the Approved Sale, and if the Approved Sale is structured as asale, transfer or exchange of stock, each Investor and Permitted Transfereewill 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 andPermitted Transferee’s Common Stock on the terms and conditions approved by theBoard of Directors and

###  

10

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### the holders of at least 70% of the Common Stock thenoutstanding.  Each Investor andPermitted Transferee will take all necessary and desirable actions inconnection with the consummation of an Approved Sale.

###  

### (b)                                 Theobligations of each of the Investors with respect to an Approved Sale aresubject to the satisfaction of the conditions that: (i) upon the consummationof the Approved Sale all of the Investors and Permitted Transferees willreceive the same form and amount of consideration per share of Class A Commonand Class B Common, or if any holder of Shares is given an option as to theform and amount of consideration to be received, all Investors and PermittedTransferees will be given the same option; and (ii) the terms of sale shall notinclude any indemnification, guaranty or similar undertaking of the Investor(other than undertakings of Management Investors in respect of continuedemployment set forth in an employment agreement voluntarily entered into by aManagement Investor) that (A) is not made or given pro rata with otherInvestors on the basis of share ownership, (B) could result in liability tosuch Investor that is in excess of the fair market value of the considerationto be received by such Investor in the Approved Sale or (C) relates towarranties of ownership or title with respect to stock owned or being sold byanother Investor.

###  

### (c)                                  Each Investor shall, in connection with a sale,transfer or exchange of its, his or her Common Stock pursuant to this Section3.4, execute and deliver such other instruments of conveyance and transfer(including executing the applicable purchase agreement and granting identicalindemnification rights) and take such other actions as may reasonably berequested to consummate the proposed transfer, exchange or sale of Common Stockby the Investors pursuant to this Section 3.4 (including, without limitation,each Management Investor’s appointment of a purchaser representative as setforth in Section 5.4 hereof).  AllInvestors (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 Sharespursuant to an Approved Sale to the extent such costs are incurred directly inconnection with such Approved Sale and are not paid by the Company.  Costs incurred by any Investor (or its, hisor her Permitted Transferee) on its, his or her own behalf will not beconsidered costs of the transaction hereunder.

##  

## 3.5.                              Participation Rights.

###  

### (a)                                  (i)                                     Ifa 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 RelevantInvestors (or the other Investors if the Sale Shares represent 50% or more of the Selling Stockholder’s holdingsof 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 theprocedures set forth below in this Section 3.5.  If any Other Stockholders elect to participate in such sale, eachof the Selling Stockholder and such Other Stockholders shall be entitled tosell in the contemplated sale, at the same price and on the same terms, anumber of Shares equal to the product of (x) the quotient determined bydividing (A) the percentage of

###  

11

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

 

As used in this Section3.5, the following defined terms have the following meanings:

#####  

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

#####  

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

 

Notwithstanding theforegoing, neither CVC nor the Fund, respectively, will have ParticipationRights with respect to sales by each other prior to the date on which the Fundor CVC, respectively, has sold more than ten percent (10%) (in the aggregate,after giving effect to all prior sales other than sales under Section3.5(a)(iii) hereof and after giving effect to the sale at issue) of the Sharesowned by the Fund or CVC, respectively, as of the Closing.

 

#### (ii)                                  Exceptas provided in Section 3.5(b), prior to any sale of any Common Stock subject tothese provisions, the Selling Stockholder shall serve a Sale Notice on theCompany.  Such Sale Notice shall setforth: (A) the number of Sale Shares; (B) the name and address of the proposedpurchaser; and (C) the proposed amount of consideration and terms andconditions of payment offered by such proposed purchaser.  The Company shall promptly, and in any eventwithin 10 days of the receipt by the Company of the Sale Notice, mail or causeto be mailed the Sale Notice to each applicable Other Stockholder who ownsshares of Common Stock.  Such OtherStockholders may exercise their Participation Rights by delivery of a writtennotice (the “Participation Notice”) to the Selling Stockholder within 21days of the date the Company mailed or caused to be mailed the SaleNotice.  The Participation Notice shallstate the number of shares of Common Stock that such Other Stockholder proposesto include in the proposed sale (including, if any, Shares that have not vestedor been exercised but which will have vested or are exercisable prior to theclosing of the sale).  If noParticipation 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 theproposed sale of shares of Common Stock on terms and conditions no morefavorable than those stated in the notice and in accordance with the provisionsof this Section 3.5.

####  

#### (iii)                               Notwithstandinganything to the contrary, a Relevant Investor may make any of the followingsales without offering the Other Stockholders the opportunity to

####  

12

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

####  

#### (iv)                              EachInvestor acknowledges for itself, himself or herself and its, his or hertransferees that the Relevant Investors may grant in the future participationor 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 RelevantInvestors as provided to the parties hereto, and (b) be included in thecalculation of the pro rata basis upon which Other Stockholders may participatein a sale.

####  

#### (v)                                 TheParticipation Rights of the Other Stockholders granted by the SellingStockholders 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 CommonStock shall have been sold pursuant to a Public Offering and (b) as to aRelevant Investor, (i) the day after the date on which such Relevant Investorand its Affiliates (excluding individuals, or trusts, partnerships or similarentities set up for the benefit of individuals and not controlled by such RelevantInvestor) own less than ten percent (10%) of the Shares or (ii) following theclosing of an Approved Sale resulting in less than 50% of both the voting powerand equity value in the Company’s capital stock being owned by the stockholdersof the Company existing immediately prior to the closing of such Approved Saleor their Affiliates.

###  

### (b)                                 Notwithstandingthe requirements of this Section 3.5, a Selling Stockholder may sell shares ofCommon Stock at any time without complying with the requirements of Section3.5(a)(ii) so long as the Selling Stockholder deposits into escrow with a thirdparty at the time of sale that amount of the consideration received in the saleequal to the “Escrow Amount.”  The “EscrowAmount” shall equal that amount of consideration as all the applicableOther Stockholders would have been entitled to receive if they had theopportunity to participate in the sale on a pro rata basis, determined as ifeach applicable Other Stockholder (A) delivered a Participation Notice to the SellingStockholder 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 Stockin the sale Shares (including Shares that have not vested or been exercised butwhich will have vested or are exercisable as a result of the sale).  No later than five (5) business days afterthe date of the sale, the Selling Stockholder shall notify the Company inwriting of the sale.  Such notice (the “EscrowNotice”) shall set forth the information required in the Sale Notice, andin addition, such notice shall state the name of the escrow agent and, if theconsideration (in whole or in part) for the sale was cash, then the accountnumber of the escrow account.  TheCompany shall promptly, and in any event within 10 days, mail or cause to bemailed the Escrow Notice to each applicable Other Stockholder.

###  

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

###  

13

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### Stockholder may exercise its Participation Rights bydelivery to the Selling Stockholder, within 21 days of the date the Companymailed or caused to be mailed the Escrow Notice, of (i) a written noticespecifying the number of shares of Common Stock it, he or she proposes to selland (ii) the certificates for such shares of Common Stock, with stock powersduly endorsed in blank.  Promptly afterthe expiration of the 21st day after the Company has mailed orcaused to be mailed the Escrow Notice, (A) the Selling Stockholder shall purchasethat number of shares of Common Stock as Selling Stockholder would have beenrequired to include in the sale had Selling Stockholder complied with theprovisions of Section 3.5(a)(ii), (B) all shares of Common Stock not requiredto be purchased by Selling Stockholder shall be returned to the holdersthereof, and (C) all remaining funds and other consideration held in escrowshall be released to Selling Stockholder. If Selling Stockholder received consideration other than cash in itssale, Selling Stockholder shall purchase the shares of Common Stock tendered bypaying to the applicable Other Stockholders non-cash consideration and cash inthe same form and same proportion as received by Selling Stockholder in thesale.

###  

### (d)                                 Eachapplicable Other Stockholder who exercises its, his or her Participation Rightspursuant to this Section 3.5 shall, at the request of Selling Stockholder andwithout further cost and expense to Selling Stockholder, execute and deliversuch other instruments of conveyance and transfer reasonably requested,including any sales or indemnification agreements (provided that no suchindemnification agreements or provisions shall be required except on an exactper-share basis identical to the indemnification given by the Selling Stockholderand every Other Stockholder who has exercised Participation Rights), and takesuch other actions as may reasonably be requested to consummate the proposedsale of Common Stock by Selling Stockholder and the applicable OtherStockholders who have exercised their Participation Rights pursuant to thisSection 3.5.

##  

## 3.6.                              Preemptive Rights.

###  

### (a)                                  Ifthe Company proposes to issue and sell any of its shares of Common Stock or anysecurities containing options or rights to acquire any shares of Common Stock orany securities convertible into shares of Common Stock (such shares and othersecurities 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 “purchaserrepresentative” (as defined in Rule 501(h) under the Securities Act) or hassuch knowledge and experience in financial and business matters that he or sheis capable of evaluating the merits and risks of this investment (each a “QualifiedInvestor”) a portion of the number or amount of such securities proposed tobe sold in any such transaction or series of related transactions equal to theproduct of the percentage each such Qualified Investor holds of all shares ofCommon Stock on a fully diluted basis then held by the Investors on a fullydiluted basis and the number of shares proposed to be issued and sold by theCompany in any such transaction or series of related transactions, all for thesame price and upon the same terms and conditions (including any requirement topurchase

###  

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### other securities) as the securities that are beingoffered to the Fund,  CVC or theirAffiliates, in such transaction or series of transactions.

###  

### (b)                                 Notwithstandingthe foregoing, the provisions of this Section 3.6 shall not be applicable tothe issuance of shares of Common Stock or other securities (i) upon theconversion 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 anytransaction in respect of a Security that is available to all holders of suchSecurity on a pro rata basis, (iv) in connection with grants of stock oroptions to employees or directors of the Company (or exercises of suchoptions), (v) in a Public Offering pursuant to a registration statement filedwith, and declared effective by, the Securities and Exchange Commissionpursuant to the Securities Act, or (vi) in connection with transactions wherethe party receiving the Newly Issued Stock or its Affiliates extends, directlyor indirectly, by loan, promissory note, guarantee, participation interest orotherwise, credit to the Company or any of its subsidiaries.

###  

### (c)                                  TheCompany will cause to be given to the Qualified Investors a written noticesetting forth the terms and conditions upon which the Qualified Investors maypurchase such shares or other securities (the “Preemptive Notice”).  After receiving a Preemptive Notice, theQualified Investors must reply, in writing, within 30 days of the date of suchPreemptive Notice that such persons agree to purchase the shares or othersecurities offered pursuant to this Section 3.6 on the date of sale to theFund, CVC or their Affiliates (the “Preemptive Reply”).  If any Qualified Investor fails to make aPreemptive Reply in accordance with this Section 3.6, shares or othersecurities offered to such Qualified Investor in accordance with this Section3.6 may thereafter, for a period not exceeding 60 days following the expirationof such 30-day period, be issued, sold or subjected to rights or options to theFund, CVC and their Affiliates and to the Qualified Investors who havedelivered a valid Preemptive Reply, on a pro rata basis, at a price not lessthan that at which they were offered to the Qualified Investors.  Any such shares or other securities not soissued or sold to the Fund, CVC and their Affiliates and to the QualifiedInvestors who have delivered a valid Preemptive Reply that are not purchasedshall be reoffered to the Fund, CVC and their Affiliates and to the Qualified Investorswho have delivered a valid Preemptive Reply, on a pro rata basis, and shallcontinue to be reoffered pursuant to the procedures set forth above until allof such shares have been purchased.

###  

### (d)                                 Notwithstandingthe requirements of this Section 3.6, the Company may make a PreemptiveIssuance 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 thirdparty at the time of sale a portion of the Newly Issued Stock equal to the“Preemptive Escrow Amount.”  The “PreemptiveEscrow Amount” shall equal that amount of Newly Issued Stock which theQualified Investors would have been entitled to receive if they had theopportunity to participate in the Preemptive Issuance on a pro rata basis inaccordance 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 inSection 3.6(c) and (B) proposed to purchase all of the Newly Issued Stock to whichsuch Qualified Investor would have been entitled to purchase pursuant toSection 3.6(a) had the

###  

15

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### Company given such Qualified Investor a PreemptiveNotice.

 

Within10 days after the date of the Preemptive Issuance, the Company shall notify theQualified Investors in writing of the Preemptive Issuance.  Such notice (the “Preemptive EscrowNotice”) shall set forth the terms and conditions upon which the QualifiedInvestors may purchase shares of Newly Issued Stock, the pro rata amount ofNewly Issued Stock that such Qualified Investor is entitled to receive (suchamount to equal the amount of Newly Issued Stock that such Qualified Investorwould have been entitled to receive if it, he or she had the opportunity toparticipate in the Preemptive Issuance on a pro rata basis in accordance withSection 3.6(a)) and the name of the escrow agent.

 

AQualified Investor may exercise the preemptive right by delivery to theCompany, within 30 days of the date the Company mailed or caused to be mailedthe Preemptive Escrow Notice, of a written notice acceptable to the Company inits 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 Stocksuch Qualified Investor is entitled to purchase (the “Preemptive Election”)such written notice to be accompanied by payment in full for such Newly IssuedStock.

 

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

###  

### (e)                                  Thepreemptive rights provided under this Section 3.6 shall terminate upon theearlier of (i) such time as at least ten percent (10%) of the outstandingshares 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 (excludingindividuals, or trusts, partnerships or similar entities set up for the benefitof individuals and not controlled by such Relevant Investor) own less thantwenty percent (20%) of the Shares or (iii) following the closing of anApproved Sale resulting in less than 50% of both the voting power and equityvalue in the Company’s capital stock being owned by the stockholders of theCompany existing immediately prior to the closing of such Approved Sale ortheir Affiliates.

#  

# ARTICLE IVCORPORATE ACTIONS

##  

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

##  

16

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

###  

### (a)                                  theCompany’s chief executive officer;

###  

### (b)                                 (i)so long as the Fund or its Permitted Transferees own at least 50% of the Sharesowned by the Fund as of the Effective Time, three (3) individuals designated bythe Fund; (ii) so long as the Fund or its Permitted Transferees own at least10% 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 Sharesowned 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 lessthan 50% of the Shares owned by CVC as of the Effective Time, one (1)individual designated by CVC.

 

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

 

The board memberdesignation rights of each Institutional Investor pursuant to Sections 4.1(b)and 4.1(c) above are transferable by such Institutional Investor to anyPermitted Transferee of such Institutional Investor to whom at least 75% of theShares owned by such Institutional Investor as of the Effective Time aretransferred.  Any directors which theFund or CVC or their applicable Permitted Transferees are no longer entitled todesignate pursuant to Sections 4.1(b) or 4.1(c) above shall be elected bymajority vote in the manner provided for in the Bylaws of the Company.

 

## 4.2.                              Right to Remove Certain of theCompany’s Directors.  So long asthe 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 directordesignated by it be removed (with or without cause) by written notice to theother Investors, and, in any such event, each Investor shall promptly consentin writing or vote or cause to be voted all shares of Common Stock now orhereafter owned or controlled by it, him or her for the removal of such personas a director.  In the event any personceases to be a director, such person shall also cease to be a member of anycommittee of the Board of Directors of the Company.

##  

## 4.3.                              Right to Fill Certain Vacancies inCompany’s Board.  So long as theCompany has not consummated a Public Offering (as defined in Section 5.1), inthe event that a vacancy is created on the Company’s Board of Directors at anytime by the death, disability, retirement, resignation or removal (with orwithout 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 Boardof Directors in a directorship subject to designation by the Fund or CVC, as

##  

17

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## the case may be, such vacancy shall not be filled bythe remaining members of the Company’s Board of Directors but each Investorhereby agrees promptly to consent in writing or vote or cause to be voted allshares of Common Stock now or hereafter owned or controlled by it, him or herto elect that individual designated to fill such vacancy and serve as adirector, as shall be designated by the Fund or CVC, as the case may be.

##  

## 4.4.                              Approval Rights.

###  

### (a)                                  EachInvestor agrees that the following acts, unless otherwise expressly required orpermitted by this Agreement, shall not be carried out without the writtenconsent of Investors holding at least 70% of the outstanding Common Stock heldby all Investors and their Permitted Transferees, and each Investor shall useits respective rights and powers as a director (subject always to compliancewith his fiduciary duties) or stockholder to procure so far as he or it is ablethat no such act is carried out unless such consent has been given:

####  

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

####  

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

####  

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

####  

#### (iv)                              themerger or consolidation of the Company or any of its subsidiaries with anyother entity, the sale of all or substantially all of the assets of the Companyor the Company and its subsidiaries taken as a whole, or the taking of steps torecapitalize, reorganize, wind up or dissolve the Company; or

####  

#### (v)                                 anymaterial change in the nature of the business of the Company or any of itssubsidiaries.

 

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

 

### (b)                                 EachInvestor agrees that each action of the Board of Directors of the Company,including without limitation the following acts, unless otherwise expresslyrequired by

###  

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

####  

#### (i)                                     thealteration of the fiscal year end of the Company or any of its subsidiaries orthe alteration of any accounting policy or method or the adoption of any newpolicy or method;

####  

#### (ii)                                  thealteration of the certificate of incorporation or by-laws (or equivalentdocuments) of a subsidiary of the Company;

####  

#### (iii)                               thecreation or granting of stock appreciation rights or phantom equity rights orany other rights giving an interest of an equity nature;

####  

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

####  

#### (v)                                 thetaking of steps to recapitalize or statutorily reorganize a subsidiary of theCompany;

####  

#### (vi)                              theappointment or removal of any Director or officer of the Company or of asubsidiary of the Company (except as otherwise set forth in Sections 4.2 and4.3 hereof);

####  

#### (vii)                           theappointment or termination of employment of any employee of the Company or anyof 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 ofany such employee;

####  

#### (viii)                        the entryinto, termination or variation of any contract or arrangement between (1) theCompany or any subsidiary of the Company and (2) an officer or a person orentity who is an Affiliate of such officer, including the variation of theremuneration or other benefits under such a contract or arrangement, and thewaiver of any breach of such a contract or arrangement (other than increases insalary made in the ordinary course of business and consistent with establishedpractices of the relevant company);

####  

#### (ix)                                thedelegation by the Directors of the Company or any subsidiary of any of theirpowers to a committee;

####  

19

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

####  

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

####  

#### (xii)                             thedisposal (including the lease to a third party) by the Company or any of itssubsidiaries in any fiscal year of:

#####  

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

#####  

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

####  

#### (xiii)                       capitalexpenditures of the Company or any of its subsidiaries or any equity investmentrequired under any material contract which is greater than $1,000,000, or whichwould cause capital expenditures of the Company and its subsidiaries in anyfiscal year to exceed $1,000,000 in excess of the annual budgeted amount forcapital expenditures as presented to Board of Directors;

####  

#### (xiv)                         theentering into by the Company or any of its subsidiaries of any lease, licenseor 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 subsidiariesliable for payments exceeding $1,000,000 a year under any such lease, licenseor similar obligation;

####  

#### (xv)                            thecreating of any mortgage, charge or other encumbrance over any asset of theCompany or any of its subsidiaries, other than pursuant to the FacilityAgreements or in the ordinary course of business;

####  

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

####  

#### (xvii)                      theincorporation of a new subsidiary of the Company or its

####  

20

----

 

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

####  

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

####  

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

####  

#### (xx)                              theadoption of the annual budget for the Company and its subsidiaries and anyamendment thereto (and the Executives shall procure that such budget ispresented to the Directors designated by the Fund and CVC (if there are any) atleast 2 weeks prior to the start of each fiscal year of the Company);

####  

#### (xxi)                           theentering into by the Company or any of its subsidiaries of any contract of morethan 12 months duration (which cannot be terminated upon 90 days notice withoutpenalty) which obligates the Company or any of its subsidiaries to makeestimated expenditures of more than US$1,000,000 per annum or projected revenueof more than $1,000,000 per annum; and

####  

#### (xxii)                        theentering into by the Company or any of its subsidiaries of any agreement orarrangement by which it makes loans or advances money to any person other thanminor advances to employees in the ordinary course of business or investmentswith any maturity of less than a year.

 

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

 

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

 

# ARTICLE VADDITIONAL RESTRICTIONS ON MANAGEMENT INVESTORS

##  

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

###  

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

###  

21

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### guilty to, or confessing to any felony, (2) aManagement Investor’s act or acts amounting to moral turpitude which arematerially detrimental to the Company, (3) a Management Investor’s fraud orembezzlement of funds or property of any member of the Group, (4) chronic drugor alcohol abuse causing any member of the Group substantial public disgrace ordisrepute or economic harm, or (5) a Management Investor’s substantial andrepeated failure to perform duties as reasonably directed by the Board ofDirectors of the Company, and when such failure or act set forth in thepreceding subparagraphs (1) through (5) is capable of remedy, such failure oract is not remedied within fifteen business days after written notice of suchfailure is given to the Management Investor by the Company.

###  

### (b)                                 “FairMarket Value” shall mean the price agreed upon between the ManagementInvestor (or Permitted Transferee) holding the applicable Management Shares andthe Board of Directors of the Company or, if they do not agree on a pricewithin 14 days of the date such Management Investor is notified of a repurchasepursuant 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 agreedfinancial expert), acting as experts and not as arbitrators, to be the fairmarket value of the Management Shares upon the cessation of employment.  The Fair Market Value shall be calculatedupon the basis of a sale between a willing buyer and a willing seller with nodiscount for a minority stake and on the basis that the Company is a goingconcern.  The Fair Market Value of aManagement Option shall be the aggregate Fair Market Value of the sharesunderlying the Management Option less the aggregate exercise price of suchManagement Option.

###  

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

###  

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

###  

### (e)                                  “PublicOffering” means a successfully completed underwritten public offeringpursuant to an effective registration statement under the Securities Act (otherthan (1) a Special Registration Statement (as defined below) or (2) aregistration statement relating to a Unit Offering (as defined below)) inrespect of the offer and sale of shares of Common Stock for the account of the Companyresulting in aggregate gross proceeds to the Company and all stockholdersselling shares of Common Stock in such offering of not less than $50,000,000.

###  

### (f)                                    “SpecialRegistration Statement” means (i) a registration statement on Forms S-8 orS-4 or any similar or successor form or any other registration statementrelating to an exchange offer or an offering of securities solely to theCompany’s employees or security holders or (ii) a registration statementregistering a Unit Offering.

###  

### (g)                                 “UnitOffering” shall mean a Public Offering of a combination of debt and equitysecurities of the Company in which not more than ten percent (15%) of the grossproceeds

###  

22

----

 

### received from the sale of such securities isattributed to such equity securities.

##  

## 5.2.                              Purchase Option.

###  

### (a)                                  GeneralTerms.  In the event that anyManagement Investor shall cease to be employed by the Company or itssubsidiaries 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 itssubsidiaries’ normal retirement policies, resignation or termination by theCompany or its subsidiaries, as the case may be, with or without cause), otherthan by reason of a leave of absence approved by the Company, such ManagementInvestor (or his or her heirs, executors, administrators, transferees,successors or assigns, and the persons or entities deemed to be included in thedefinition of such Management Investor pursuant to this Agreement) shall giveprompt notice to the Company of such termination (except in the case oftermination by the Company), and the Company, or one or more designees selectedby a majority of the members of the Board of Directors, shall have the right andoption at any time within 60 days after the later of the effective date of suchtermination of employment or the date of the Company’s receipt of the aforesaidnotice (the “Termination Date”), to purchase from such ManagementInvestor, or his or her heirs, executors, administrators, transferees,successors or assigns (including the persons or entities deemed to be includedin the definition of such Management Investor pursuant to this Agreement), asthe case may be, any or all of the Management Shares or Management Options thenowned by such Management Investor (and his or her Permitted Transferees) at apurchase price equal to the Option Purchase Price (as hereinafterdefined).  The Company or its designeesshall give notice to the terminated Management Investor (or his or her heirs,executors, administrators, transferees, successors or assigns and the personsor entities deemed to be included in the definition of such Management Investorpursuant to this Agreement) of its intention to purchase Management Shares orManagement Options at any time not later than 60 days after the TerminationDate.  The right of the Company and itsdesignee(s) set forth in this Section 5.2 to purchase a terminated ManagementInvestor’s Management Shares or Management Options (and the Management Sharesor Management Options of the persons or entities deemed to be included in thedefinition of such Management Investor pursuant to this Agreement) ishereinafter referred to as the “Purchase Option”.

####  

#### (i)                                     Exerciseof Purchase Option.  The PurchaseOption shall be exercised by written notice to the terminated ManagementInvestor (or his or her heirs, executors, administrators, transferees,successors or assigns and the persons or entities deemed to be included in thedefinition of such Management Investor pursuant to this Agreement) signed by anofficer of the Company on behalf of the Company or by its designee(s), as thecase may be.  Such notice shall setforth the number of Management Shares or the Management Options desired to be purchasedand shall set forth a time and place of closing which shall be no earlier than10 days and no later than 60 days after the date such notice is sent.  At such closing, the seller shall deliverthe certificates evidencing the number of Management Shares to be purchased bythe Company and/or its designee(s), accompanied by stock powers duly endorsedin blank or duly executed instruments of transfer (and in the case of aManagement Option, any cancellation

####  

23

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#### agreement for such Management Option), and any otherdocuments 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 betransferred, free and clear of all pledges, security interests, liens, charges,encumbrances, equities, claims and options of whatever nature other than thoseimposed under this Agreement, and concurrently with such delivery, the Companyand/or its designee(s) shall deliver to the seller the full amount of theOption Purchase Price for such Management Shares or Management Options,respectively, in cash by certified or bank cashier’s check.

#####  

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

#####  

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

 

Notwithstanding anythingto the contrary contained herein, (i) no Option Purchase Price shall be payablefor Unvested Restricted Shares or unvested Management Options, which UnvestedRestricted Shares or unvested Management Options will be forfeited by suchManagement Investor or cancelled, as applicable, under the terms set forth inthe 2003 Plan, and (ii) in connection with the exercise of any Purchase Optionpursuant to Section 5.2, the Company may offset from the Option Purchase Pricepaid to any Management Investor (or the persons or entities deemed to beincluded in the definition of such Management Investor pursuant to thisAgreement) the aggregate amount of any outstanding principal and accrued butunpaid interest due on any indebtedness of such Management Investor to theCompany, including any note issued by such Management Investor for the purchaseof the Management Shares.

 

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

 

#### (ii)                                  Salein Public Offering.  ManagementShares sold in a Public Offering will be sold free of the restrictionscontained in this Article V.  Section5.2 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 inaccordance 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 aPublic Offering, in the event shares of Common Stock owned by any ManagementInvestor shall be subject to sale or other Transfer (the date of such sale ortransfer shall hereinafter be referred to as the “Transfer Date”) byreason of (i) bankruptcy or insolvency proceedings, whether voluntary orinvoluntary, or (ii) distraint, levy, execution or other involuntary Transfer,then such Management Investor shall give the Company written notice thereofpromptly upon the occurrence of such event stating the terms of such proposedTransfer, the identity of the proposed transferee, the price or otherconsideration, if readily determinable, for which the shares of Common Stockare proposed to be transferred, and the number of shares of Common Stock to betransferred.  After its receipt of suchnotice or, failing such receipt, after the Company otherwise obtains actualknowledge of such a proposed Transfer, the Company, or a designee selected by amajority 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 suchshares of Common Stock which right shall be exercised by written notice givenby the Company to such proposed transferor within 60 days following theCompany’s receipt of such notice or, failing such receipt, the Company’sobtaining actual knowledge of such proposed Transfer.  Any purchase pursuant to this Section 5.3 shall be at the priceand on the terms applicable to such proposed Transfer.  If the nature of the event giving rise tosuch involuntary Transfer is such that no readily determinable consideration isto be paid for the Transfer of the shares of Common Stock, the price to be paidby the Company shall be the Option Purchase Price.  The closing of the purchase and sale of the shares of CommonStock 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 onwhich the Company gives notice of its election to purchase the Shares.  At such closing, the Management Investorshall deliver the certificates evidencing the number of shares of Common Stockto be purchased by the Company, accompanied by stock powers duly endorsed inblank or duly executed instruments of transfer, and any other documents thatare necessary to transfer to the Company good title to such of the shares ofCommon Stock to be transferred, free and clear of all pledges, securityinterests, liens, charges, encumbrances, equities, claims and options ofwhatever nature other than those imposed under this Agreement, and concurrentlywith such delivery the Company shall deliver to the Management Investor thefull amount of the purchase price for such shares of Common Stock in cash bycertified or bank cashier’s check.

##  

## 5.4.                              Purchaser Representative.  If the Company or any Investor enters intoany negotiation or transaction for which Rule 506 (or any similar rule then ineffect) promulgated by the Securities and Exchange Commission under theSecurities Act may be available with respect to such negotiation or transaction(including a merger, consolidation or other reorganization), each Management Investorwho 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 (assuch term is defined in Rule 501(h) promulgated by the Securities and ExchangeCommission under the Securities Act) reasonably acceptable to the Company.  If any Management Investor who is not anaccredited investor appoints the purchaser representative designated by theCompany, the Company will pay the fees of such purchaser representative, but ifany such non-accredited Management Investor

##  

25

----

 

## declines to appoint the purchaser representativedesignated by the Company such Management Investor will appoint anotherpurchaser representative (reasonably acceptable to the Company), and suchManagement Investor will be responsible for the fees of the purchaserrepresentative so appointed.

##  

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

###  

### (a)                                  theManagement Investor shall not while employed by a member of the Group, exceptin the course of his duties as an employee, nor after he ceases to be anemployee of a member of the Group, disclose confidential information concerningthe business, customers or financial or other affairs of a member of the Groupand the Management Investor shall make every reasonable effort to prevent theuse or disclosure of such confidential information (other than for disclosuresmade 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 theextent that the information becomes generally known to and available for use bythe public (other than as a result of the Management Investor’s acts oromissions to act);

###  

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

####  

#### (i)                                     seekto procure orders from or do business with any person who has been a customerof a member of the Group at any time during the year before his employmentceases; or

####  

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

###  

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

###  

26

----

 

### ceases;

###  

### (d)                                 atno time after ceasing to be an employee of a member of the Group, however hisemployment ceases, shall the Management Investor directly or indirectly carryon 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 anybusiness 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 ofthe Group at the time his employment was terminated;

###  

### (e)                                  whileemployed by a member of the Group he shall, unless prevented by illness, devotehis active business endeavors to the business of the Group and shall not:

####  

#### (i)                                     activelyengage in any other business; or

####  

#### (ii)                                  beconcerned or interested in any business actively competing with that carried onby a member of the Group or the business of a supplier or customer of a memberof the Group provided that a Management Investor may be a passive investor insecurities of a business which are for the time being quoted on an investmentexchange if the Management Investor’s securities does not exceed 5% of thetotal amount of the securities in issue.

#  

# ARTICLE VIREGISTRATION RIGHTS

 

TheInvestors shall have registration rights with respect to the Shares as setforth in the Amended and Restated Registration Rights Agreement attached heretoas Exhibit 1 (the “Registration Agreement”), which shall beexecuted on the Effective Date.  Each ofthe Investors agrees not to effect any public sale or distribution of anysecurities of the Company during the periods specified in the RegistrationAgreement, except as permitted by the Registration Agreement, and each suchInvestor agrees to be bound by the rights of priority to participate inofferings as set forth therein.  EachInvestor acknowledges and agrees that the Company may in the future grantregistration rights to other parties and that such a grant of registrationrights (whether by joinder or amendment to the Registration Agreement or byseparate agreement) will not be deemed to be an amendment of the RegistrationAgreement or to be inconsistent with or in violation of the rights of theInvestors under the Registration Agreement.

#  

# ARTICLE VIIMISCELLANEOUS

##  

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

##  

27

----

 

(so long as CVC and its Permitted Transferees own in the aggregate atleast ten percent (10%) of the outstanding Common Stock on a fully dilutedbasis, (iv) the holders of a majority of the outstanding Common Stock on afully diluted basis (including Shares owned by the Fund, CVC and theirPermitted 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 otherterm herein (other than Article VI) that in each case directly and adverselyaffects the Management Investors on a per-share basis disproportionately to anyor all of the other Investors, the holders of a majority of the Common Stockheld by the Management Investors.  Nocourse of dealing between or among any persons having any interest in thisAgreement will be deemed effective to modify, amend or discharge any part ofthis Agreement or any rights or obligations of any person under or by reason ofthis Agreement.

##  

## 7.2.                              Survival of Representations andWarranties.  Allrepresentations, warranties, covenants and agreements set forth in thisAgreement will survive the execution and delivery of this Agreement and theClosing Date and the consummation of the transactions contemplated hereby,regardless of any investigation made by an Investor or on its, his or herbehalf.

##  

## 7.3.                              Successors and Assigns; EntireAgreement.  This Agreement andall of the provisions hereof shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and permitted assigns andexecutors, administrators and heirs. Except as set forth in the Amendment No. 1 to Executive EmploymentAgreement for the Company’s Chief Executive Officer on the date hereof (whichAmendment No. 1 shall control in the event of a conflict with the termscontained herein), this Agreement sets forth the entire agreement andunderstanding among the parties as to the subject matter hereof and merges andsupersedes all prior discussions and understandings of any and every natureamong them.  Each party heretoacknowledges and agrees that this Agreement supersedes the ShareholdersAgreement dated December 8, 1999 among the Company and the shareholders of theCompany named therein, which Shareholders Agreement is terminated at theEffective Time.

##  

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

##  

## 7.5.                              Notices.  Allnotices provided for or permitted hereunder shall be made in writing byhand-delivery, registered or certified first-class mail, telex, or fed-ex orother courier guaranteeing overnight delivery to the other party at thefollowing addresses (or at such other address as shall be given in writing byany 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 tothe other Management Investors or the Continuing Investors any of them, totheir addresses as listed in the books of the Company.

 

Allsuch 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 transmissionconfirmation is received, if telecopied; and on the next business day, iftimely delivered to an air courier guaranteeing overnight delivery.

##  

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

##  

## 7.7.                              Headings.  Theheadings in this Agreement are for convenience of reference only and shall notconstitute 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 theparties hereto in separate counterparts, each of which when so executed shallbe deemed to be an original, and all of which taken together shall constituteone and the same instrument.  ThisAgreement may be executed by facsimile signature.

##  

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

##  

## 7.10.                        Effective Time. This Agreement shall be effective as of the Effective Time withoutfurther action required on the part of any party hereto.  If the Closing does not occur and the StockPurchase Agreement is terminated, this Agreement shall have no force or effectand shall be deemed void ab initio.

##  

## 7.11.                        Remedies.  Inthe event of a breach or a threatened breach by any party to this Agreement ofits, his or her obligations under this Agreement, any party injured or to beinjured by such breach, in addition to being entitled to exercise all rightsgranted by law, including recovery of damages, will be entitled to specificperformance of its, his or her rights under this Agreement.  The parties agree that the provisions ofthis Agreement shall be specifically enforceable, it being agreed by theparties that the remedy at law, including monetary damages, for breach of suchprovision will be inadequate compensation for any loss and that any defense inany action for specific performance that a remedy at law would be adequate iswaived.

##  

## 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 Investorfor purposes of this Agreement.

##  

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

##  

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

##  

## 7.15.                        Future Investors.  The parties hereto hereby agree that any current or future personwho is granted the right to acquire Shares from the Company subsequent to thedate hereof may become a signatory to this Agreement by executing a writteninstrument setting forth that the person agrees to be bound by the terms andconditions of this Agreement and this Agreement will be deemed to be amended toinclude such person as an Investor and the number of Shares to be acquired byit, him or her.

 

30

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INWITNESS WHEREOF, the parties hereto have executed this Securities Holders Agreementthe 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

----

 

INWITNESS WHEREOF, the parties hereto have executed this Securities HoldersAgreement 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

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INWITNESS WHEREOF, the parties hereto have executed this Securities HoldersAgreement 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

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INWITNESS WHEREOF, the parties hereto have executed this Securities HoldersAgreement the day and year first above written.

 
|   | CONTINUING INVESTORS: |
|--------|-----------------------|
|   |
|   |                  |
|   | David Howe            |
|   |
|   |
|   | SILVERSPICE LIMITED   |
|   |
|   |
|   | By:                   |   |
|   |                  | Name: |   |
|   |                  | Title: |   |
|        |                       |  |  |  |

 

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INWITNESS WHEREOF, the parties hereto have executed this Securities HoldersAgreement 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

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**EXHIBIT1 TO SECURITIES HOLDERS AGREEMENT**

 

**AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT**

 

ýAMENDED ANDRESTATED 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”), certainPersons presently or formerly affiliated with CVC (the “Individual Investors”),Citigroup Venture Capital Equity Partners, L.P., a Delaware limitedpartnership, CVC Executive Fund LLC, a Delaware limited liability company, andCVC/SSB Employee Fund, L.P., a Delaware limited partnership (collectively, the“Fund”), the Persons set forth on the Managers Signature Page attachedhereto (collectively referred to herein as the “Managers”, andindividually as a “Manager”), and each other Manager of the Company orits subsidiaries who acquires Class A Common Stock (as defined below) from theCompany 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 EquityPartners (Jersey), L.P. (collectively, “CVC Europe”), and BNP Paribas(f/k/a Banque Paribas, Grand Cayman Branch) (“Paribas”), are theoriginal parties to that certain Registration Rights Agreement, dated as ofSeptember 25, 1996, as amended by the First Amendment to the RegistrationRights 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 otherstockholders of the Company named therein, each of CVC Europe and Paribas hason the date hereof validly assigned to the Fund all of its rights under theOriginal Agreement.

 

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

 

NOW, THEREFORE, in consideration of the mutual covenants contained hereinand other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties to this Agreement hereby agree that theOriginal 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 thecertificate of incorporation of the Company, as amended and restated.

 

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

 

36

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

 

“CVC Registrable Securities” means (i) any Equity Shares acquiredby, or issued or issuable to, CVC or its affiliates (other than any EquityShares which constitute Fund Registrable Securities) or the IndividualInvestors on or after the date hereof, (ii) any capital stock of the Companyacquired by CVC or its affiliates (other than any capital stock whichconstitutes Fund Registrable Securities) or the Individual Investors on orafter the date hereof, and (iii) any shares of capital stock of the Companyissued 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 acombination of shares, recapitalization, merger, consolidation or otherreorganization. For purposes of this Agreement, a Person will be deemed to be aholder of CVC Registrable Securities whenever such Person has the right toacquire directly or indirectly such CVC Registrable Securities (upon conversionor exercise in connection with a transfer of securities or otherwise, but disregardingany restrictions or limitations upon the exercise of such right), whether ornot such acquisition has actually been effected.

 

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

 

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

 

“FundRegistrable Securities” means (i) any Equity Shares acquired by, or issuedor issuable to, the Fund or any Permitted Transferee (as defined in theSecurities Holders Agreement, dated April 15, 2003, by and among the partieshereto) of the Fund who acquires Equity Shares from the Fund on or after thedate hereof, (ii) any capital stock of the Company acquired by the Fund or anyPermitted Transferee of the Fund who acquires capital stock of the Company fromthe Fund on or after the date hereof, and (iii) any shares of capital stock ofthe Company issued or issuable with respect to the securities referred to inclause (i) or (ii) above by way of a stock dividend or stock split or inconnection with a combination of shares, recapitalization, merger,consolidation or other reorganization. For purposes of this Agreement, a Personwill be deemed to be a holder of Fund Registrable Securities whenever suchPerson has the right to acquire directly or indirectly such Fund RegistrableSecurities (upon conversion or exercise in connection with a transfer ofsecurities or otherwise, but disregarding any restrictions or limitations uponthe exercise of such right), whether or not such acquisition has actually beeneffected.

 

“Listing”means the admission of the Company’s Equity Shares on any internationallyrecognized stock exchange or the sale of the Company’s Equity Shares in anunderwritten public offering registered under the Securities Act or under thesecurities legislation of any applicable jurisdiction.

 

37

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“ManagerRegistrable Securities” means (i) any Class A Common Stock issued orissuable to the Managers on the date hereof or acquired by, or issued orissuable to, the Managers after the date hereof, if and to the extent any suchClass 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 orgrants documents thereunder and (ii) any shares of capital stock of the Companyissued 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 acombination of shares, recapitalization, merger, consolidation or otherreorganization. For purposes of this Agreement, a Person will be deemed to be aholder of Manager Registrable Securities whenever such Person has the right toacquire directly or indirectly such Manager Registrable Securities (uponconversion or exercise in connection with a transfer of securities orotherwise, but disregarding any restrictions or limitations upon the exerciseof such right), whether or not such acquisition has actually been effected.

 

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

 

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

 

“RegistrationExpenses” means all expenses incident to the Company’s performance of orcompliance with this Agreement, including without limitation all registrationand filing fees, fees and expenses of compliance with securities or blue skylaws, printing expenses, messenger and delivery expenses, and fees anddisbursements of counsel for the Company and all independent certified publicaccountants, underwriters (excluding discounts and commissions) and otherPersons retained by the Company.

 

“RegulatoryAuthority” means all securities commissions or similar regulatoryauthorities of each jurisdiction in which the Company’s Equity Shares have beenadmitted on an internationally recognized stock exchange or market.

 

“Rule144” means Rule 144 under the Securities Act (or any similar rule then inforce).

 

“SEC” means the Securities and Exchange Commission.

 

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

 

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

 

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

 

38

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affiliateswhich are exchangeable, convertible or otherwise similarly exercisable intoRegistrable Securities.

 

### (b)                                 DemandRegistrations.

####  

#### (i)                                     Requestsfor Registration. Subject to Section 2(c) below, at any time and from time totime after a Listing, the holders of a majority of the CVC RegistrableSecurities and the holders of a majority of the Fund Registrable Securities mayrequest registration, whether underwritten or otherwise, under the SecuritiesAct of all or part of their Registrable Securities on Form S-1 or any similarlong-form registration (“Long-Form Registrations”) or on Form S-2 or S-3or any similar short-form registration (“Short-Form Registrations”) ifavailable. In addition, subject to Section 2(h) below, the holders of amajority of the Sponsor Registrable Securities may request that the Companyfile with the SEC a registration statement under the Securities Act on anyapplicable form pursuant to Rule 415 under the Securities Act (a “415Registration”). Each request for a Long-Form Registration or Short-FormRegistration shall specify the approximate number of Registrable Securitiesrequested to be registered and the anticipated per share price range for suchoffering.  On or promptly following thedate of filing with the SEC or other applicable Regulatory Authority of aregistration statement or similar document with respect to any such request fora Long-Form Registration or Short-Form Registration, the Company will givewritten notice of such requested registration to all other holders ofRegistrable Securities and will include (subject to the provisions of thisAgreement) in such registration all Registrable Securities with respect towhich the Company has received written requests for inclusion therein within 10days after the date of the Company’s written notice. All registrationsrequested pursuant to in this Section 2(a) are referred to herein as “DemandRegistrations”. The Company acknowledges that the holders of the SponsorRegistrable Securities may request a Demand Registration in connection with apublic offering of Sponsor Securities.

####  

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

####  

39

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

####  

#### (iv)                              Short-FormRegistrations. In addition to the Long-Form Registrations provided pursuantto Section 2(c), the holders of the Sponsor Registrable Securities will beentitled to request an unlimited number of Short-Form Registrations in whichthe Company will pay all Registration Expenses. Demand Registrations (otherthan 415 Registrations) will be Short-Form Registrations whenever the Companyis permitted to use any applicable short form. After the Company has becomesubject to the reporting requirements of the Exchange Act, the Company will useits best efforts to make Short-Form Registrations available for the sale ofRegistrable Securities.

####  

#### (v)                                 Priorityon Demand Registrations. The Company will not include in any Long-FormRegistration or Short-Form Registration any securities which are notRegistrable Securities without the prior written consent of the holders of atleast a majority of the Registrable Securities included in such registration.If a Long-Form Registration or a Short-Form Registration is an underwrittenoffering and the managing underwriters advise the Company in writing that intheir opinion the number of Registrable Securities and, if permitted hereunder,other securities requested to be included in such offering exceeds the numberof Registrable Securities and other securities, if any, which can be soldtherein without adversely affecting the marketability of the offering, theCompany will include in such registration (i) first, the number of RegistrableSecurities requested to be included in such registration pro rata, ifnecessary, among the holders of Registrable Securities based on the number ofshares of Registrable Securities owned by each such holder and (ii) second, anyother securities of the Company requested to be included in such registrationpro rata, if necessary, on the basis of the number of shares of such othersecurities owned by each such holder. Any Persons other than holders ofRegistrable Securities who participate in Demand Registrations which are not atthe Company’s expense must pay their share of the Registration Expenses asprovided in Section 6 hereof.

####  

#### (vi)                              Restrictionson Demand Registrations. The Company will not be obligated to effect anyDemand Registration within six months after the effective date of a previousDemand Registration.

####  

#### (vii)                           Selectionof Underwriters. In the case of a Demand Registration for an underwrittenoffering, the holders of a majority of the Registrable Securities to beincluded in such Demand Registration will have the right to select theinvestment banker(s) and manager(s) to administer the offering, which investmentbanker(s) and manager(s) will be nationally

####  

40

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#### recognized, subject to the Company’s approval whichwill not be unreasonably withheld.

####  

#### (viii)                        415Registrations.

 

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

 

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

 

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

 

(iv)                              The holders of a majority of the SponsorRegistrable Securities shall have the right to retain and select an investmentbanker and

 

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managerto administer the 415 Registration and any Takedown pursuant thereto, subjectto 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 RegistrableSecurities) shall be borne by the Company (including, without limitation, allfees and expenses of the investment banker and manager) (excluding discountsand commissions).

####  

#### (ix)                                OtherRegistration Rights. Except as provided in this Agreement, the Company willnot grant to any Persons the right to request the Company to register anyequity securities of the Company, or any securities convertible or exchangeableinto or exercisable for such securities, without the prior written consent ofthe holders of a majority of the Sponsor Registrable Securities.

###  

### (c)                                  PiggybackRegistrations.

####  

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

####  

#### (ii)                                  PiggybackExpenses. The Registration Expenses of the holders of RegistrableSecurities will be paid by the Company in all Piggyback Registrations.

####  

#### (iii)                               Priorityon Primary Registrations. If a Piggyback Registration is an underwrittenprimary registration on behalf of the Company, the Company will include in suchregistration all securities requested to be included in such registration;provided, that if the managing underwriters advise the Company in writing thatin their opinion the number of securities requested to be included in suchregistration exceeds the number which can be sold in such offering withoutadversely affecting the marketability of the offering, the Company will includein such registration (i) first, the securities the Company proposes to sell,(ii) second, the Registrable Securities requested to be included in suchregistration, pro rata among the holders of

####  

#### 42

#### 

####  

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

####  

#### (iv)                              Priorityon Secondary Registrations. If a Piggyback Registration is an underwrittensecondary registration on behalf of holders of the Company’s securities (whichregistration was consented to pursuantto Section 2(i) above), and the managing underwritersadvise the Company in writing that in their opinion the number of securitiesrequested to be included in such registration exceeds the number which can besold in such offering without adversely affecting the marketability of theoffering, the Company will include in such registration (i) first, thesecurities requested to be included therein by the holders requesting suchregistration, (ii) second, the Registrable Securities requested to be includedin such registration, pro rata among the holders of such Registrable Securitieson the basis of the number of shares of Registrable Securities owned by eachsuch holder, and (iii) third, other securities requested to be included in suchregistration not covered by clause (i) above.

####  

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

####  

#### (vi)                              OtherRegistrations. If the Company has previously filed a registration statementwith respect to Registrable Securities pursuant to this Section 3, and if suchprevious registration has not been withdrawn or abandoned, the Company will notfile or cause to be effected any other registration of any of its equitysecurities or securities convertible or exchangeable into or exercisable forits equity securities under the Securities Act (except on Forms S-4 or S-8 or anysuccessor forms), whether on its own behalf or at the request of any holder orholders of such securities, until a period of at least six months has elapsedfrom the effective date of such previous registration.

###  

### (d)                                 HoldbackAgreements.

####  

#### (i)                                     Eachholder of Registrable Securities hereby agrees not to effect any public sale ordistribution (including sales pursuant to Rule 144) of equity securities of theCompany, or any securities convertible into or exchangeable or exercisable forsuch securities, during the seven days prior to and the 180-day periodbeginning on the effective date of any Demand Registration (other than a 415Registration) or Piggyback Registration for a public offering to beunderwritten on a firm commitment basis in which Registrable Securities areincluded (except as part of such underwritten registration), unless theunderwriters managing the registered public offering otherwise agree.

####  

#### (ii)                                  TheCompany agrees (i) not to effect any public sale or distribution of its equitysecurities, or any securities convertible into or exchangeable or exercisablefor such securities, during the seven days prior to and during the 180-dayperiod beginning on the effective date of any underwritten Demand Registration(other than a 415 Registration) or

####  

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#### Piggyback Registration (except as part of suchunderwritten registration or pursuant to registrations on Forms S-4 or S-8 orany successor forms), unless the underwriters managing the registered public offeringotherwise agree, and (ii) to cause each holder of Registrable Securities andeach other holder of at least 5% (on a filly diluted basis) of Equity Shares,or any securities convertible into or exchangeable or exercisable for EquityShares, 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 publicsale or distribution (including sales pursuant to Rule 144) of any suchsecurities during such period (except as part of such underwrittenregistration, if otherwise permitted), unless the underwriters managing theregistered public offering otherwise agree.

###  

### (e)                                  RegistrationProcedures. Whenever the holders of Registrable Securities have requestedthat any Registrable Securities be registered pursuant to this Agreement, theCompany will use its best efforts to effect the registration and the sale ofsuch Registrable Securities in accordance with the intended method ofdisposition thereof, and pursuant thereto the Company will as expeditiously aspossible:

####  

#### (i)                                     prepareand file with the SEC or applicable Regulatory Authority a registrationstatement or similar document with respect to such Registrable Securities anduse its best efforts to cause such registration statement or similar documentto become effective (provided that before filing a registration statement orprospectus or any amendments or supplements thereto, the Company will furnishto the counsel selected by the holders of a majority of the Registrable Securitiescovered by such registration statement copies of all such documents proposed tobe filed);

####  

#### (ii)                                  prepareand file with the SEC or applicable Regulatory Authority such amendments andsupplements to such registration statement or similar document and theprospectus used in connection therewith as may be necessary to keep suchregistration statement or similar document effective for a period of not lessthan six months and comply with the provisions of the Securities Act withrespect to the disposition of all securities covered by such registrationstatement or similar document during such period in accordance with theintended methods of disposition by the sellers thereof set forth in suchregistration statement or similar document;

####  

#### (iii)                               furnishto each seller of Registrable Securities such number of copies of suchregistration statement or similar document, each amendment and supplementthereto, the prospectus included in such registration statement (including eachpreliminary prospectus) and such other documents as such seller may reasonablyrequest in order to facilitate the disposition of the Registrable Securitiesowned by such seller;

####  

#### (iv)                              useits best efforts to register or qualify such Registrable Securities under suchother securities or blue sky laws of such jurisdictions as any sellerreasonably requests and do any and all other acts and things which may bereasonably necessary or advisable to enable such seller to consummate thedisposition in such jurisdictions of the Registrable

####  

44

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

####  

#### (v)                                 notifyeach seller of such Registrable Securities, at any time when a prospectusrelating thereto is required to be delivered under the Securities Act, of thehappening of any event as a result of which the prospectus included in suchregistration statement contains an untrue statement of a material fact or omitsany fact necessary to make the statements therein not misleading, and, at therequest of any such seller, the Company will promptly prepare a supplement oramendment to such prospectus so that, as thereafter delivered to the purchasersof such Registrable Securities, such prospectus will not contain an untruestatement of a material fact or omit to state any fact necessary to make thestatements therein not misleading;

####  

#### (vi)                              causeall such Registrable Securities to be listed on each securities exchange onwhich similar securities issued by the Company are then listed and, if not solisted, to be listed on the New York Stock Exchange or the Nasdaq NationalMarket (“Nasdaq Market”) and, if listed on the Nasdaq Market, use itsbest efforts to secure designation of all such Registrable Securities coveredby such registration statement as a Nasdaq “National Market System security”within the meaning of Rule 1lAa2-1 of the SEC or, failing that, to secureNasdaq Market authorization for such Registrable Securities and, withoutlimiting the generality of the foregoing, to arrange for at least two marketmakers to register as such with respect to such Registrable Securities with theNational Association of Securities Dealers;

####  

#### (vii)                           providea transfer agent and registrar for all such Registrable Securities not laterthan the effective date of such registration statement;

####  

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

####  

#### (ix)                                makeavailable for inspection by any seller of Registrable Securities, anyunderwriter participating in any disposition pursuant to such registrationstatement and any attorney, accountant or other agent retained by any suchseller or underwriter, all financial and other records, pertinent corporatedocuments and properties of the Company, and cause the Company’s officers,directors, employees and independent accountants to supply all informationreasonably requested by any such seller, underwriter, attorney, accountant oragent in connection with such registration statement;

####  

#### (x)                                   otherwiseuse its best efforts to comply with all applicable rules and regulations of theSEC, and make available to its security holders, as soon as reasonably

####  

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

####  

#### (xi)                                permitany holder of Registrable Securities which holder, in its sole and exclusivejudgment, might be deemed to be an underwriter or a controlling person of theCompany, to participate in the preparation of such registration or comparablestatement and to require the insertion therein of material, furnished to theCompany in writing, which in the reasonable judgment of such holder and itscounsel should be included;

####  

#### (xii)                             inthe event of the issuance of any stop order suspending the effectiveness of aregistration statement, or of any order suspending or preventing the use of anyrelated prospectus or suspending the qualification of any common stock includedin such registration statement for sale in any jurisdiction, the Company willuse its reasonable best efforts promptly to obtain the withdrawal of suchorder;

####  

#### (xiii)                          use itsbest efforts to cause such Registrable Securities covered by such registrationstatement to be registered with or approved by such other governmental agenciesor authorities as may be necessary to enable the sellers thereof to consummatethe disposition of such Registrable Securities; and

####  

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

 

If anysuch registration or comparable statement refers to any holder by name orotherwise as the holder of any securities of the Company and if, in its soleand exclusive judgment, such holder is or might be deemed to be a controllingperson of the Company, such holder shall have the right to require (i) theinsertion therein of language, in form and substance satisfactory to suchholder and presented to the Company in writing, to the effect that the holding bysuch holder of such securities is not to be construed as a recommendation bysuch holder of the investment quality of the Company’s securities coveredthereby and that such holding does not imply that such holder will assist inmeeting any future financial requirements of the Company, or (ii) in the eventthat such reference to such holder by name or otherwise is not required by theSecurities Act or any similar Federal statute then in force, the deletion ofthe 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)                                    RegistrationExpenses.

####  

#### (i)                                     Allexpenses incident to the Company’s performance of or compliance with thisAgreement, including without limitation all registration and filing fees, fees

####  

46

----

 

#### and expenses of compliance with securities or blue skylaws, printing expenses, messenger and delivery expenses, and fees anddisbursements of counsel for the Company and all independent certified publicaccountants, underwriters (excluding discounts and commissions) and otherPersons retained by the Company will be borne by the Company.

####  

#### (ii)                                  Inconnection with each Demand Registration, each Piggyback Registration and each415 Registration, the Company will reimburse the holders of RegistrableSecurities covered by such registration for the reasonable fees anddisbursements of one counsel chosen by the holders of a majority of theRegistrable Securities initially requesting such registration.

###  

### (g)                                 Indemnification.

####  

#### (i)                                     TheCompany agrees to indemnify, to the extent permitted by law, each holder ofRegistrable Securities, its officers and directors and each Person who controlssuch holder (within the meaning of the Securities Act) against all losses,claims, damages, liabilities and expenses (“Damages”) arising out of orbased upon any untrue or allegedly untrue statement of material fact containedin any registration statement, prospectus or preliminary prospectus or anyamendment thereof or supplement thereto or any omission or alleged omission ofa material fact required to be stated therein or necessary to make thestatements therein not misleading, and shall reimburse such holder, director,officer or controlling person for any legal or other expenses reasonablyincurred by such holder, director, officer or controlling person in connectionwith the investigation or defense of such Damages insofar as the same arecaused by or contained in any information furnished in writing to the Companyby such holder expressly for use therein or by such holder’s failure to delivera copy of the registration statement or prospectus or any amendments or supplementsthereto after the Company has furnished such holder with a sufficient number ofcopies of the same. In connection with an underwritten offering, the Companywill indemnify such underwriters, their officers and directors and each Personwho controls such underwriters (within the meaning of the Securities Act) tothe same extent as provided above with respect to the indemnification of theholders of Registrable Securities.

####  

#### (ii)                                  Inconnection with any registration statement in which a holder of RegistrableSecurities is participating, each such holder will furnish to the Company inwriting such information and affidavits as the Company reasonably requests foruse in connection with any such registration statement or prospectus and, tothe extent permitted by law, will severally (and not joint and severally)indemnify the Company, its directors and officers and each Person who controlsthe Company (within the meaning of the Securities Act) against any Damagesresulting from any untrue or alleged untrue statement of material factcontained in the registration statement, prospectus or preliminary prospectusor any amendment thereof or supplement thereto or any omission or allegedomission of a material fact required to be stated therein or necessary to makethe statements therein not misleading, but only to the extent that such untruestatement or omission is contained in any information or affidavit so furnishedin writing by such holder; 

####  

47

----

 

#### provided, that the obligation to indemnify will beindividual to each holder and will be limited to the net amount of proceedsreceived by such holder from the sale of Registrable Securities pursuant tosuch registration statement.

####  

#### (iii)                               AnyPerson entitled to indemnification hereunder will (i) give prompt writtennotice to the indemnifying party of any claim with respect to which it seeksindemnification and (ii) unless in such indemnified party’s reasonable judgmenta conflict of interest between such indemnified and indemnifying parties mayexist with respect to such claim, permit such indemnifying party to assume thedefense of such claim with counsel reasonably satisfactory to the indemnifiedparty. If such defense is assumed, the indemnifying party will not be subjectto any liability for any settlement made by the indemnified party without itsconsent (but such consent will not be unreasonably withheld). An indemnifyingparty who is not entitled to, or elects not to, assume the defense of a claimwill not be obligated to pay the fees and expenses of more than one counsel forall parties indemnified by such indemnifying party with respect to such claim,unless in the reasonable judgment of any indemnified party a conflict ofinterest may exist between such indemnified party and any other of suchindemnified parties with respect to such claim.

####  

#### (iv)                              Theindemnification provided for under this Agreement will remain in full force andeffect regardless of any investigation made by or on behalf of the indemnifiedparty or any officer, director or controlling Person of such indemnified partyand will survive the transfer of securities. If for any reason the indemnification provided for in this Section 7 isunavailable to an indemnified party in respect of any Damages referred totherein, the indemnifying party shall contribute to the amount paid or payableby the indemnified party as a result of such Damages in such proportion as isappropriate to reflect not only the relative benefits received by theindemnified party and the indemnifying party, but also the relative fault ofthe indemnified party and the indemnifying party, as well as any other relevantequitable considerations.  The relativefault of such indemnifying party and indemnified parties shall be determined byreference to, among other things, whether any action in question, including anyuntrue or alleged untrue statement of a material fact or omission or allegedomission to state a material fact, has been made by, or relates to informationsupplied by, such indemnifying party or indemnified parties, and the parties’relative intent, knowledge, access to information and opportunity to correct orprevent such action; provided, however, that in no event shallthe liability of any selling holder of Registrable Securities hereunder begreater in amount than the difference between the dollar amount of the proceedsreceived by such holder upon the sale of the Registrable Securities giving riseto such contribution obligation and all amounts previously contributed by suchholder with respect to such Damages.  NoPerson guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Securities Act) shall be entitled to contribution from any Personwho was not guilty of fraudulent misrepresentation.

###  

### (h)                                 Participationin Underwritten Registrations. No Person may participate in anyregistration hereunder which is underwritten unless such Person (a) agrees tosell such Person’s securities on the basis provided in any underwritingarrangements approved by the

###  

48

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

###  

### (i)                                     Rule144 Reporting. With a view to making available to the holders ofRegistrable Securities the benefits of certain rules and regulations of the SECwhich may permit the sale of the Registrable Securities to the public withoutregistration, the Company agrees to use its best efforts to:

####  

#### (i)                                     makeand keep current public information available, within the meaning of Rule 144or any similar or analogous rule promulgated under the Securities Act, at alltimes after it has become subject to the reporting requirements of the ExchangeAct;

####  

#### (ii)                                  filewith the SEC, in a timely manner, all reports and other documents required ofthe Company under the Securities Act and the Exchange Act (after it has becomesubject to such reporting requirements); and

####  

#### (iii)                               solong as any party hereto owns any Registrable Securities, furnish to suchPerson forthwith upon request, a written statement by the Company as to itscompliance with the reporting requirements of said Rule 144 (at any timecommencing 90 days after the effective date of the first registration filed bythe Company for an offering of its securities to the general public), theSecurities Act and the Exchange Act (at any time after it has become subject tosuch reporting requirements); a copy of the most recent annual or quarterlyreport of the Company; and such other reports and documents as such Person mayreasonably request in availing itself of any rule or regulation of the SECallowing it to sell any such securities without registration.

###  

### (j)                                     Notices.All notices, demands or other communications to be given or delivered under orby reason of the provisions of this Agreement will be in writing and will bedeemed to have been given when delivered personally, mailed by certified orregistered mail, return receipt requested and postage prepaid, or sent via anationally recognized overnight courier, or sent via facsimile to therecipient. Such notices, demands and other communications will be sent to theaddress indicated below:

 
|   | To the Company:                  |
|--------|----------------------------------|
|   |                             |
|   | Euramax International, Inc.      |
|   | 5445 Triangle Parkway, Suite 350 |
|   | Norcross, Georgia 30092          |
|   | Attention:                       | J.  David Smith |

 

49

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|   | 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

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|   | Norcross, Georgia 30092       |
|--------|-------------------------------|
|   | Attention:                    | [Executive’s  Name] |
|   | Facsimile No.: (770) 449-7354 |

 

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

 

### (k)                                  Miscellaneous.

####  

#### (i)                                     AdditionalRegistration Rights.  Each partyhereto acknowledges and agrees that the Company may in the future grantregistration rights to other parties and that such a grant of registrationrights (whether by joinder or amendment to this Agreement or by separateagreement) will not be deemed to be inconsistent with or in violation of therights of the parties under this Agreement.

####  

#### (ii)                                  Remedies.Any Person having rights under any provision of this Agreement will be entitledto enforce such rights specifically to recover damages caused by reason of anybreach of any provision of this Agreement and to exercise all other rightsgranted by law. The parties hereto agree and acknowledge that money damages maynot be an adequate remedy for any breach of the provisions of this Agreementand that any party may in its sole discretion apply to any court of law orequity of competent jurisdiction (without posting any bond or other security)for specific performance and for other injunctive relief in order to enforce orprevent violation of the provisions of this Agreement.

####  

#### (iii)                               Amendmentsand Waivers. Except as otherwise provided herein, the provisions of thisAgreement may be amended or waived only upon the prior written consent of theCompany and holders of a majority of the CVC Registrable Securities and theholders of a majority of the Fund Registrable Securities; provided that(subject to Section 11(a) hereof) no such amendment or action that adverselyaffects any one holder of Registrable Securities vis-a-vis any other holder ofRegistrable Securities shall be effective against such adversely affectedholder of Registrable Securities without the prior written consent of suchadversely affected holder of Registrable Securities.

####  

#### (iv)                              Successorsand Assigns. All covenants and agreements in this Agreement by or on behalfof any of the parties hereto will bind and inure to the benefit of therespective successors and assigns of the parties hereto whether so expressed ornot. In addition, whether or not any express assignment has been made, theprovisions of this Agreement which are for the benefit of purchasers or holdersof Registrable Securities are also for the benefit of, and enforceable by, anysubsequent holder of Registrable Securities.

####  

#### (v)                                 Severability.Whenever possible, each provision of this Agreement will be interpreted in suchmanner as to be effective and valid under applicable law, but if any provisionof 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 orinvalidity, without

####  

51

----

 

#### invalidating the remainder of this Agreement.

 

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

####  

#### (vii)                           DescriptiveHeadings. The descriptive headings of this Agreement are inserted forconvenience only and do not constitute a part of this Agreement.

** **

**(h)****                                 GoverningLaw. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORKWITH RESPECT TO THE RELATIVE RIGHTS OF THE COMPANY AND ITS SHAREHOLDERS.  ALL OTHER QUESTIONS CONCERNING THECONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS AGREEMENTSHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULESOR PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION).  IN FURTHERANCE OF THE FORGOING, THE INTERNALLAW OF THE STATE OF NEW YORK SHALL CONTROL THE INTERPRETATION AND CONSTRUCTIONOF THIS AGREEMENT, EVEN THOUGH UNDER THAT JURISDICTION’S CHOICE OF LAW ORCONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULDORDINARILY APPLY.**

 

*       *       *      *       *

 

52

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INWITNESS WHEREOF, the parties hereto have executed this Amended and RestatedRegistration 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

----

 

INWITNESS WHEREOF, the parties hereto have executed this Amended and RestatedRegistration 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

----

 

INWITNESS WHEREOF, the parties hereto have executed this Amended and RestatedRegistration 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

----

 

INWITNESS WHEREOF, the parties hereto have executed this Amended and RestatedRegistration Rights Agreement the day and year first above written.

 
|   | INDIVIDUAL INVESTORS: |
|--------|-----------------------|
|   |                  |
|   |                  |
|   |                  |
|   | David Howe            |
|   |                  |
|   |                  |
|   | Noelle Doumar         |
|   |                  |
|   |                  |
|   | Harris Newman         |
|   |                  |
|   |                  |
|   | Diana Mayer           |

 

56

----

 

INWITNESS WHEREOF, the parties hereto have executed this Amended and RestatedRegistration 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

----

 

INWITNESS WHEREOF, the parties hereto have executed this Amended and RestatedRegistration Rights Agreement the day and year first above written.

 
|   | MANAGERS            |
|--------|---------------------|
|   |
|   | SILVERSPICE LIMITED |
|   |
|   |
|   | By:                 |   |   |
|   | Name:               |
|   | Title:              |

 

58

----

 

INWITNESS WHEREOF, the parties hereto have executed this Amended and RestatedRegistration Rights Agreement the day and year first above written.

 
|   | COURT SQUARE CAPITAL  LIMITED |
|--------|-------------------------------|
|   |
|   | By:                           |   |
|   | Name:                         |
|   | Title:                        |

 

59

----

 

**EXHIBITA-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 BCommon that will be converted on the Closing Date to Class A Common.

 

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

 

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

 

60

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**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

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