Title:
CVC European Equity Partners (Jersey), L.P.
By:
Name:
Title:
BNP Paribas
By:
Name:
Title:
48
Exhibit A
STOCK PURCHASE AGREEMENT
(Attached)
49
Exhibit B
Form of Joinder
JOINDER TO THE STOCK PURCHASE AGREEMENT
THIS JOINDER to the Stock Purchase Agreement, dated April
, 2003, among
Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB
Employee Fund, L.P, Euramax International, Inc. (the "Company") and the
Stockholders of the Company named therein (the "Stock Purchase Agreement"), is
made and entered into by the stockholder ("Stockholder") whose signature appears
below, on the date indicated below.
WHEREAS, Stockholder desires to participate in the purchase and sale
contemplated by the Stock Purchase Agreement on the terms and conditions set
forth therein, and Stockholder desired to become a party to the Stock Purchase
Agreement in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Stockholder hereby agrees as follows:
(A)
BY EXECUTING THIS JOINDER I SHALL BE FULLY BOUND BY, AND SUBJECT
TO, ALL OF THE AGREEMENTS, COVENANTS, TERMS AND CONDITIONS OF THE STOCK PURCHASE
AGREEMENT AS THOUGH AN ORIGINAL PARTY THERETO AS A "TAG SELLER" AND A
"STOCKHOLDER" THEREUNDER.
(B)
I HAVE FULL LEGAL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS
JOINDER AND TO PERFORM MY OBLIGATIONS HEREUNDER WITHOUT THE NEED FOR THE CONSENT
OF ANY OTHER PERSON.
(C)
THIS JOINDER HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
ME AND CONSTITUTES MY VALID AND BINDING OBLIGATION ENFORCEABLE AGAINST ME IN
ACCORDANCE WITH THE TERMS HEREOF.
(D)
I HAVE EXECUTED THIS JOINDER AND DECLARE THAT THE INFORMATION
CONTAINED HEREIN IS CURRENT, COMPLETE AND ACCURATE AND MAY BE RELIED UPON BY ALL
PARTIES TO THE STOCK PURCHASE AGREEMENT.
(E)
THE VALIDITY, PERFORMANCE, CONSTRUCTION AND EFFECT OF THIS JOINDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
50
STOCKHOLDER
Name:
Date:
51
Exhibit C
Form Letter Agreement
Euramax International, Inc.
5445 Triangle Parkway, Suite 350
Norcross, Georgia 30092
April 15, 2003
Gentlemen:
This Letter Agreement (the "Letter Agreement") sets forth a binding agreement
and is entered into in connection with the Sale Notice ("Sale Notice"), dated
April 15, 2003, from CVC European Equity Partners, L.P. ("CVC Europe"), CVC
European Equity Partners (Jersey), L.P. ("CVC Europe Jersey") and BNP Paribas
("Paribas") to Euramax International, Inc., a Delaware corporation (the
"Company").
The Sale Notice was delivered pursuant to the terms of the
Shareholders Agreement, dated December 8, 1999, by and among the Company, CVC
Europe, CVC Europe Jersey, Citicorp Venture Capital, Ltd., Paribas and the
stockholders of the Company named therein (the "Shareholders Agreement") and the
Stock Purchase Agreement, dated as of the date hereof, among Citigroup Venture
Capital Equity Partners, L.P., the Company and the stockholders of the Company
named therein (the "Stock Purchase Agreement").
You hereby waive any "tag-along" rights you