8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of earliest event reported:  August 6, 2003

Euramax International, Inc.

(Exact name of registrant as specified in charter)

Delaware	333-05978	58-2502320
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
5445 Triangle Pkwy Suite 350, Norcross, Georgia 30092
(Address of Principal Executive Offices)(Zip Code)
(770) 449-7066
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

EX-4.1 Second Supplemental Indenture dated August 6, 2003

EX-4.2 Indenture dated August 6, 2003

EX-4.3 Registration Rights Agreement dated August 6, 2003

EX-10.1 Purchase Agreement dated July 30, 2003

EX-10.2 Amendment No. 3 and Consent to the Credit Agreement dated August 6, 2003

EX-10.3 Pledge Amendment dated August 6, 2003

EX-99.1 Press Release dated August 6, 2003

EX-99.2 Press Release dated August 8, 2003

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Item 5. Other Events.

As previously announced in a press release dated August 6, 2003, a copy of which is filed herewith as Exhibit 99.1, Euramax International, Inc. (the “Company”), together with certain of its subsidiaries, consummated the following refinancing transactions:

1.Pursuant to the Purchase Agreement (the “Purchase Agreement”) dated July 30, 2003, by and among the Company, Euramax International Holdings B.V. (“Euramax B.V.”), and the Initial Purchasers named therein, a copy of which is filed herewith as Exhibit 10.1, the Company and its wholly-owned subsidiary Euramax B.V. issued and sold $200,000,000 aggregate principal amount of 8 1/2% Senior Subordinated Notes due 2011 (the “New Notes”), which are governed by the Indenture dated August 6, 2003 by and among the Company, Euramax B.V., the guarantors party thereto from time to time, and JPMorgan Chase Bank, a copy of which is filed herewith as Exhibit 4.2.

2.With the proceeds from the New Notes, the Company:

•purchased, pursuant to the Offer to Purchase and Consent Solicitation Statement dated July 10, 2003 (the “Offer to Purchase”), an aggregate of $112,758,000 principal amount of 11 1/4% Senior Subordinated Notes due 2006 (the “Old Notes”) issued by the Company’s wholly-owned subsidiaries Euramax International Limited, Euramax European Holdings Limited and Euramax European Holdings, B.V., representing all of the Old Notes that were validly tendered in the Offer to Purchase as of 5:00 p.m., New York city time, August 5, 2003, for an aggregate purchase price of approximately $120.3 million, including interest accrued;

•repaid some amounts outstanding under its senior secured credit facility; and

•paid the related transaction fees and expenses.

In addition, on August 7, 2003, an additional $125,000 in principal amount of the Old Notes were tendered in connection with the Offer to Purchase.  On August 8, 2003, Euramax announced the acceptance for payment all of these additional tendered Old Notes and the expiration of the Offer to Purchase in a press release, a copy of which is filed herewith as Exhibit 99.2.  Following the consummation of the refinancing transaction described above, including the acceptance of the additional Old Notes tendered on August 7, 2003, the Company had outstanding $7,000,000 of borrowings under its senior secured revolving credit facility, $200,000,000 aggregate principal amount at maturity of the New Notes, and $22,117,000 aggregate principal amount of the Old Notes outstanding.  The Company expects to call for redemption the Old Notes that remain outstanding.

As previously announced, in connection with the Offer to Purchase, the Company received consents from noteholders representing in excess of a majority in principal amount of the Old Notes.  Following receipt of these consents, the Company, certain of its subsidiaries and JPMorgan Chase Bank, as trustee, executed the Second Supplemental Indenture (the “Second Supplemental Indenture”) dated August 6, 2003, a copy of which is filed herewith as Exhibit 4.1, to the Indenture (the “Old Indenture”) governing the Old Notes dated September 25, 1996, as amended, between the Company, the Issuers (as defined therein), the Guarantors (as defined therein) and JPMorgan Chase Bank, as trustee, providing for the amendments to the Old Indenture described in the Offer to Purchase.  The amendments to the Old Indenture eliminate or amend certain restrictive covenants and events of default in the Old Indenture, as

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well as make certain other changes of a technical or conforming nature, including the deletion of certain definitions and the elimination of certain cross-references.

In connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement dated August 6, 2003 by and among the Company, Euramax B.V., each of the Guarantors (as defined therein) and the Initial Purchasers, a copy of which is filed herewith as Exhibit 4.3 and provides for certain registration rights with respect to the New Notes.

In connection with the refinancing transaction described above, as described in the Amendment No. 3 and Consent (“Amendment No.3”), dated as of August 6, 2003, to the Second Amended and Restated Credit Agreement, dated as of March 15, 2002 (the “Credit Agreement”), among the Company, the Borrowers and other Loan Parties referred to therein, the financial institutions from time to time party thereto as lenders (the “Lenders”), the financial institutions from time to time party thereto as issuers (the “Issuers”) and BNP Paribas, acting through its New York branch, as agent for such Lenders and Issuers (“BNP Paribas”), a copy of which is filed herewith as Exhibit 10.2, the Company obtained the consent of the Lenders under its Credit Agreement and made certain amendments thereto providing for the refinancing transactions.  In addition, in connection with Amendment No. 3 to the Credit Agreement, the company delivered a Pledge Amendment providing for the pledge of additional securities to the Lenders, a copy of which is filed herewith as Exhibit 10.3.

Cautionary Note Regarding Forward-Looking Statements.

Statements made by the Company which are not historical facts are forward looking statements that involve risks and uncertainties. Statements including the words “anticipate”, “expect”, “project”, “intend”, “may”, “foresee”, “believe”, and “feel”, also indicate forward looking statements that involve risks and uncertainties. Actual results could differ materially from those expressed or implied in forward looking statements. Important factors that could cause financial performance to differ materially from past results and from those expressed or implied in this filing and the exhibits attached hereto include, without limitation, the risks of doing business in multiple jurisdictions, impact of environmental regulations, dependence on key personnel, risks of business acquisitions, availability of financing, competition, ability to manage growth, loss of customers, the price and availability of raw materials, and a variety of other factors. For further information on these and other risks, see the “Risk Factors” section of the Company’s Report on Form 10-K for the year ended December 27, 2002.

Item 7.Financial Statements, Pro Forma Financial Information and Exhibits.

(c)Exhibits

4.1 Second Supplemental Indenture dated August 6, 2003 by and among Euramax International Limited, a private limited company organized under the laws of England and Wales (“Euramax Ltd.”), Euramax European Holdings Limited, a private limited company organized under the laws of England and Wales (“Euramax U.K.”), Euramax European Holdings, B.V. (together with Euramax Ltd. and Euramax U.K., as issuers), Amerimax U.K., Inc., a Delaware corporation (formerly known as Amerimax Holdings, Inc.), (“Amerimax”), the Company, Euramax International Holdings Limited (formerly known as Broomco (1922) Limited), a company incorporated under the laws of England and Wales (“Newco U.K.”), Euramax Continental

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	Limited (formerly known as Broomco (1953) Limited), a company incorporated under the laws of England and Wales (“Newco U.K. II”), Amerimax Fabricated Products, Inc., a Delaware corporation (“AFP,” and together with Amerimax, the Company, Newco U.K., and Newco U.K. II, as guarantors), and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee, under the Indenture, dated as of September 25, 1996 pursuant to which $135,000,000 11 1/4% Senior Subordinated Notes due 2006 have been issued.
4.2	Indenture dated August 6, 2003 by and among the Company, Euramax International Holdings B.V., a Dutch registered company (“Euramax B.V.” and together with the Company, the “Issuers”), the guarantors party thereto from time to time, and JPMorgan Chase Bank, as trustee.
4.3	Registration Rights Agreement dated August 6, 2003 by and among the Company, Euramax B.V., and each of the Guarantors (as defined therein), UBS Securities LLC (“UBS”), Banc of America Securities LLC (“BofA”), Wachovia Capital Markets, LLC (“Wachovia”), ABN AMRO Incorporated (“ABN”), and Fleet Securities, Inc. (“Fleet”)
10.1	Purchase Agreement dated July 30, 2003 by and among the Company, Euramax B.V., each of the Guarantors (as defined therein), UBS, BofA, Wachovia, ABN and Fleet.
10.2	Amendment No. 3 and Consent, dated as of August 6, 2003, to the Second Amended and Restated Credit Agreement, dated as of March 15, 2002 (the “Credit Agreement”), among the Company, the Borrowers and other Loan Parties referred to therein, the financial institutions from time to time party thereto as lenders (the “Lenders”), the financial institutions from time to time party thereto as issuers (the “Issuers”) and BNP Paribas, acting through its New York branch, as agent for such Lenders and Issuers (“BNP Paribas”).
10.3	Pledge Amendment, dated as of August 6, 2003, delivered pursuant to Section 4.4(a) of the Amended and Restated Pledge and Security Agreement dated March 15, 2002, by the Company in favor of BNP Paribas.
99.1	Press Release dated August 6, 2003.
99.2	Press Release dated August 8, 2003

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EURAMAX INTERNATIONAL, INC.
	By:	/s/ R. Scott Vansant
	Name:		R. Scott Vansant
	Title:		Chief Financial Officer and Secretary
Date:  August 8, 2003

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EXHIBIT INDEX

Number	Exhibit
4.1	Second Supplemental Indenture dated August 6, 2003 by and among Euramax International Limited, a private limited company organized under the laws of England and Wales (“Euramax Ltd.”), Euramax European Holdings Limited, a private limited company organized under the laws of England and Wales (“Euramax U.K.”), Euramax European Holdings, B.V. (together with Euramax Ltd. and Euramax U.K., as issuers), Amerimax U.K., Inc., a Delaware corporation (formerly known as Amerimax Holdings, Inc.), (“Amerimax”), the Company, Euramax International Holdings Limited (formerly known as Broomco (1922) Limited), a company incorporated under the laws of England and Wales (“Newco U.K.”), Euramax Continental Limited (formerly known as Broomco (1953) Limited), a company incorporated under the laws of England and Wales (“Newco U.K. II”), Amerimax Fabricated Products, Inc., a Delaware corporation (“AFP,” and together with Amerimax, the Company, Newco U.K., and Newco U.K. II, as guarantors), and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee, under the Indenture, dated as of September 25, 1996 pursuant to which $135,000,000 11 1/4% Senior Subordinated Notes due 2006 have been issued.
4.2	Indenture dated August 6, 2003 by and among the Company, Euramax International Holdings B.V., a Dutch registered company (“Euramax B.V.” and together with the Company, the “Issuers”), the guarantors party thereto from time to time, and JPMorgan Chase Bank, as trustee.
4.3	Registration Rights Agreement dated August 6, 2003 by and among the Company, Euramax B.V., and each of the Guarantors (as defined therein), UBS Securities LLC (“UBS”), Banc of America Securities LLC (“BofA”), Wachovia Capital Markets, LLC (“Wachovia”), ABN AMRO Incorporated (“ABN”), and Fleet Securities, Inc. (“Fleet”).
10.1	Purchase Agreement dated July 30, 2003 by and among the Company, Euramax B.V., each of the Guarantors (as defined therein), UBS, BofA, Wachovia, ABN and Fleet.
10.2	Amendment No. 3 and Consent, dated as of August 6, 2003, to the Second Amended and Restated Credit Agreement, dated as of March 15, 2002 (the “Credit Agreement”), among the Company, the Borrowers and other Loan Parties referred to therein, the financial institutions from time to time party thereto as lenders (the “Lenders”), the financial institutions from time to time party thereto as issuers (the “Issuers”) and BNP Paribas, acting through its New York branch, as agent for such Lenders and Issuers (“BNP Paribas”).
10.3	Pledge Amendment, dated as of August 6, 2003, delivered pursuant to Section 4.4(a) of the Amended and Restated Pledge and Security Agreement dated March 15, 2002, by the Company in favor of BNP Paribas.

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99.1	Press Release dated August 6, 2003.
99.2	Press Release dated August 8, 2003

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EX-4.1

Exhibit 4.1

AUGUST 6, 2003

AMONG

EURAMAX INTERNATIONAL LIMITED,

EURAMAX EUROPEAN HOLDINGS LIMITED, and

EURAMAX EUROPEAN HOLDINGS, B.V.,

AS ISSUERS

AMERIMAX U.K., INC. (f/k/a AMERIMAX HOLDINGS, INC.),

EURAMAX INTERNATIONAL, INC.,

EURAMAX INTERNATIONAL HOLDINGS LIMITED (f/n/a BROOMCO (1922) LIMITED),

EURAMAX CONTINENTAL LIMITED (f/n/a BROOMCO (1953) LIMITED), and

AMERIMAX FABRICATED PRODUCTS, INC.,

AS GUARANTORS

–and–

JPMORGAN CHASE BANK (f/k/a THE CHASE MANHATTAN BANK),

AS TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

in respect of

$135,000,000 11 1/4 % SENIOR SUBORDINATED NOTES DUE 2006

SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of August 6, 2003, by and among EURAMAX INTERNATIONAL LIMITED, a private limited company organized under the laws of England and Wales (“Euramax”), EURAMAX EUROPEAN HOLDINGS LIMITED, a private limited company organized under the laws of England and Wales (“Euramax U.K.”), EURAMAX EUROPEAN HOLDINGS, B.V. (“Euramax, B.V.” and, together with Euramax and Euramax U.K., the “Issuers”), AMERIMAX U.K., INC., a Delaware corporation (formerly known as AMERIMAX HOLDINGS, INC.), (“Amerimax”), EURAMAX INTERNATIONAL, INC., a Delaware corporation (“Euramax U.S.”), EURAMAX INTERNATIONAL HOLDINGS LIMITED (formerly known as BROOMCO (1922) LIMITED), a company incorporated under the laws of England and Wales (“Newco U.K.”), EURAMAX CONTINENTAL LIMITED (formerly known as BROOMCO (1953) LIMITED), a company incorporated under the laws of England and Wales (“Newco U.K. II”), AMERIMAX FABRICATED PRODUCTS, INC., a Delaware corporation (“AFP,” and together with Amerimax, Euramax U.S., Newco U.K., and Newco U.K. II, the “Guarantors”), and JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), as Trustee (the “Trustee”), under the Indenture, dated as of September 25, 1996 (the “Indenture”) pursuant to which $135,000,000 11 1/4% Senior Subordinated Notes due 2006 have been issued (the “Securities”).

WHEREAS, the Issuers and certain of the Guarantors have heretofore executed and delivered to the Trustee an indenture dated as of September 25, 1996 (as such indenture has been supplemented and amended to date, the “Existing Indenture,” and the Existing Indenture, as it may from time to time be supplemented or amended by one or more additional indentures supplemental thereto entered into pursuant to the applicable provisions thereof, being hereinafter called the “Indenture”), providing for the issuance of the Securities;

WHEREAS, the Issuers and certain of the Guarantors have heretofore executed and delivered to the Trustee a supplemental indenture dated as of November 18, 1999;

WHEREAS, the Issuers and certain of the Guarantors have heretofore executed and delivered to the Trustee an amended supplemental indenture dated as of December 14, 1999;

WHEREAS, the Issuers and the Guarantors propose to amend the Existing Indenture (the “Proposed Amendments”), which Proposed Amendments must be approved with the written consent of the Holders of a majority of the aggregate principal amount of the outstanding Securities;

WHEREAS, Euramax U.S. and Euramax have solicited the consent of the Holders of the Securities pursuant to the Offer to Purchase and Consent Solicitation Statement dated July 10, 2003, as amended, supplemented or modified (the “Consent Solicitation Statement”), to the Proposed Amendments to the Indenture upon the terms and subject to the conditions set forth therein;

WHEREAS, pursuant to Section 10.02 of the Indenture, the Issuers and the Guarantors may amend or supplement the Indenture as contemplated hereby provided that the Holders of at least a majority in aggregate principal amount of Securities then outstanding have consented;

WHEREAS, the Issuers have received and delivered to the Trustee the consent of the Holders of a majority in aggregate principal amount of the Securities to the Proposed Amendments;

WHEREAS, the Trustee is in receipt of such written consents;

WHEREAS, each Issuer and each Guarantor has been authorized by a resolution of its respective board of directors to enter into this Second Supplemental Indenture;

WHEREAS, all other acts and proceedings required by law, by the Existing Indenture and by the certificate of incorporation and by-laws of the Issuers and the Guarantors to make this Second Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been duly done and performed;

WHEREAS, pursuant to Section 10.06, the Trustee is authorized to execute and deliver this Second Supplemental Indenture;

WHEREAS, following the execution of this Second Supplemental Indenture, the terms hereof will become operative (the “Operative Date”) upon the acceptance for purchase by Euramax U.S. of Securities validly tendered in the Offer to Purchase contemplated by the Consent Solicitation Statement (the “Tender Offer Condition”); and

WHEREAS, the terms of this Second Supplemental Indenture shall be null and void if the Tender Offer Condition does not occur.

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

That, for and in consideration of the premises herein contained and in order to effect the proposed amendments contained in the Consent Solicitation Statement, pursuant to Sections 10.02 and 10.06 of the Existing Indenture, the Issuers and the Guarantors agree with the Trustee as follows:

ARTICLE ONE

AMENDMENT OF EXISTING INDENTURE

SECTION 1.01.  Amendment of Existing Indenture. Effective as of the Operative Date, this Second Supplemental Indenture amends the Existing Indenture as provided for herein. The Issuers and the Guarantors acknowledge and agree that no amendment or waiver of the provisions described in Section 10.02 (1) though (10) of the Existing Indenture as requiring the consent of each affected Holder has been made hereby.  If the Operative Date does not occur on or prior to October 1, 2003, then the terms of this Second Supplemental Indenture shall be null and void and the Existing Indenture shall continue in full force and effect without any modification hereby.  Euramax U.S. shall give the Trustee prompt

notice of the Operative Date.

SECTION 1.02.  Amendment of Section 1.01. Pursuant to Section 10.02 of the Existing Indenture, Section 1.01 of the Existing Indenture is hereby amended by deleting in their entirety the definitions of “Acquired Indebtedness,” “Average Life,” “Capital Stock,” “Consolidated Cash Flow Ratio,” “Consolidated Net Income,” “Disqualified Stock,” “Fabricated Products Business,” “GAAP,” “Investment, “Management Investor,” “Permitted Investment,” “Restricted Payment,” and “Tangible Assets” contained in the Existing Indenture.

SECTION 1.03.  Amendment of Section 1.02. Pursuant to Section 10.02 of the Existing Indenture, Section 1.02 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

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SECTION 1.02. Other Definitions.

Term	Defined in Section
‘‘Additional Amounts’’	4.19
‘‘Bankruptcy Law’’	6.01
‘‘Change of Control’’	4.14
‘‘Custodian’’	6.01
‘‘Event of Default’’	6.01
‘‘Guarantor Blockage Period’’	12.02(a)
‘‘Guarantor Payment Blockage Notice’’	12.02(a)
‘‘IAI Global Security’’	2.01(a)
‘‘144A Global Security’’	2.01(a)
‘‘Paying Agent’’ .	2.03
‘‘Payment Blockage Notice’’	8.02(a)
‘‘Payment Blockage Period’’	8.02(a)
‘‘Regulation S Global Security’’	2.01(a)
‘‘Registrar’’	2.03
‘‘Required Filing Date’’	4.12
‘‘Securities Act Legend’’	2.06(f)
‘‘United States Government Obligation’’	9.01

SECTION 1.04.  Amendment to Section 4.03.  Pursuant to Section 10.02 of the Existing Indenture, Section 4.03 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.03.  [INTENTIONALLY OMITTED.]

SECTION 1.05.  Amendment to Section 4.04.  Pursuant to Section 10.02 of the Existing Indenture, Section 4.04 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.04.  [INTENTIONALLY OMITTED.]

SECTION 1.06.  Amendment to Section 4.06.  Pursuant to Section 10.02 of the Existing Indenture, Section 4.06 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.06.  [INTENTIONALLY OMITTED.]

SECTION 1.07.  Amendment to Section 4.07.  Pursuant to Section 10.02 of the Existing Indenture, Section 4.07 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.07.  Corporate Existence.  Subject to Article Five, the Company shall do or shall cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership or other existence of each of its Restricted Subsidiaries that is an Issuer in accordance with the respective organizational documents of each such Restricted Subsidiary.

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SECTION 1.08.  Amendment to Section 4.08.  Pursuant to Section 10.02 of the Existing Indenture, Section 4.08 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.08.  [INTENTIONALLY OMITTED.]

SECTION 1.09.  Amendment to Section 4.09.  Pursuant to Section 10.02 of the Existing Indenture, Section 4.09 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.09.  [INTENTIONALLY OMITTED.]

SECTION 1.10.  Amendment to Section 4.10. Pursuant to Section 10.02 of the Existing Indenture, Section 4.10 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.10.  [INTENTIONALLY OMITTED.]

SECTION 1.11.  Amendment to Section 4.13. Pursuant to Section 10.02 of the Existing Indenture, Section 4.13 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.13.  [INTENTIONALLY OMITTED.]

SECTION 1.12.  Amendment to Section 4.15. Pursuant to Section 10.02 of the Existing Indenture, Section 4.15 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.15.  [INTENTIONALLY OMITTED.]

SECTION 1.13.  Amendment to Section 4.16. Pursuant to Section 10.02 of the Existing Indenture, Section 4.16 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.16.  [INTENTIONALLY OMITTED.]

SECTION 1.14.  Amendment to Section 4.17. Pursuant to Section 10.02 of the Existing Indenture, Section 4.17 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.17.  [INTENTIONALLY OMITTED.]

SECTION 1.15.  Amendment to Section 4.18. Pursuant to Section 10.02 of the Existing Indenture, Section 4.18 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 4.18.  [INTENTIONALLY OMITTED.]

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SECTION 1.16.  Amendment to Section 5.01. Pursuant to Section 10.02 of the Existing Indenture, Section 5.01 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 5.01.  Restriction on Mergers, Consolidations and Certain Sales of Assets.  The Company will not consolidate with or merge into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to consolidate with or merge into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the ‘‘Surviving Entity’’), is a corporation organized and existing under the laws of the jurisdiction of incorporation of the Company or Restricted Subsidiary or the United States, any state thereof or the District of Columbia; (ii) (a) in the event the consolidation or merger involved an Issuer or all or substantially all of Company’s assets were sold, assigned, leased, conveyed or otherwise disposed of the Surviving Entity assumes by supplemental indenture all of the obligations of such Issuer or the Issuers, as the case may be, under Section 7.07 of this Indenture and under the indemnity provided for in the sixth paragraph of Section 4.19 of this Indenture (the ‘‘Trustee Obligations’’) or (b) in the event the consolidation or merger involved the Guarantor or all or substantially all of the Company’s assets were sold, assigned, leased, conveyed or otherwise disposed of, the Surviving Entity assumed by supplemental indenture all of the obligations of the Guarantor with respect to the Trustee Obligations; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger or sale, assignment, lease, conveyance, or other disposition and such supplemental indenture, complies with this Article Five and that all conditions precedent herein provided for relating to such transaction have been complied with. The provisions of this Section 5.01 shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant to which the Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with the provisions of Section 4.05. The provisions of this Section 5.01 shall not be applicable to any of the events contemplated by the Reorganization.

SECTION 1.17.  Amendment to Section 5.02. Pursuant to Section 10.02 of the Existing Indenture, Section 5.02 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 5.02.  Successor Corporation Substituted.  Upon any consolidation of the Company or any Restricted Subsidiary of the Company with, or merger of the Company or such Restricted Subsidiary into, any other Person or any sale, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) (as an entirety or substantially as an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution) in accordance with Section 5.01, upon the execution of a supplemental indenture by the Surviving Entity in form satisfactory to the Trustee (as evidenced by the Trustee’s execution thereof), the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of and shall assume all obligations of, the Company or such Restricted Subsidiary, as the case may be, with respect to the Trustee Obligations under this Indenture and

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the Guarantee, as the case may be, with the same effect as if such Surviving Entity had been named as the Company, Guarantor or such Restricted Subsidiary, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Guarantee, as the case may be, with respect to the Trustee Obligations.

SECTION 1.18.  Amendment to Section 6.01. Pursuant to Section 10.02 of the Existing Indenture, Section 6.01 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

SECTION 6.01.  Events of Default.

An ‘‘Event of Default’’ occurs if:

(1) the Issuers fail to pay the principal of any Security when the same becomes due and payable (whether or not such payment is prohibited by Article Eight hereof or, with respect to a payment on behalf of the Issuers by the Guarantor, Article Twelve);

(2) the Issuers fail to pay any interest on any Security when the same becomes due and payable and the Default continues for a period of 30 days (whether or not such payment is prohibited by Article Eight hereof or, with respect to a payment on behalf of the Issuers by the Guarantor, Article Twelve);

(3) the Issuers default in the payment of principal of and interest on Securities required to be purchased pursuant to an Offer to Purchase as described under Section 4.05 and Section 4.14 when due and payable (whether or not such payment is prohibited by Article Eight hereof or, with respect to a payment on behalf of the Issuers by the Guarantor, Article Twelve);

(4) the Issuers fail to perform or comply with any of the provisions of Section 5.01;

(5) [INTENTIONALLY OMMITTED];

(6) [INTENTIONALLY OMMITTED];

(7) [INTENTIONALLY OMMITTED];

(8) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case or proceeding,

(B) consents to the entry of an order for relief against it in an involuntary case or proceeding,

(C) consents to the appointment of a Custodian of it or for all or substantially all of its property, or

(D) makes a general assignment for the benefit of its creditors; or

(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company or any Significant Subsidiary in an involuntary case or proceeding,

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(B) appoints a Custodian of the Company or any Significant Subsidiary or for all or substantially all of its property, or

(C) orders the liquidation of the Company or any Significant Subsidiary, and in each case the order or decree remains unstayed and in effect for 60 days; provided, however, that if the entry of such order or decree is appealed and dismissed on appeal then the Event of Default hereunder by reason of the entry of such order or decree shall be deemed to have been cured.

(10) [INTENTIONALLY OMMITTED].

The term ‘‘Custodian’’ means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

ARTICLE TWO

AMENDMENT OF EXISTING INDENTURE

SECTION 2.01.  Privileges and Immunities of Trustee. The Trustee accepts the amendment of the Indenture effected by this Second Supplemental Indenture but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. The Trustee shall not be responsible for the adequacy or sufficiency of the Second Supplemental Indenture, for the due execution thereof by the Issuers and the Guarantors or for the recitals contained herein, which are the Issuers’ and the Guarantors’ responsibilities.

ARTICLE THREE

MISCELLANEOUS PROVISIONS

SECTION 3.01.  Instruments to be Read Together. This Second Supplemental Indenture is an indenture supplemental to and in implementation of the Existing Indenture, and said Existing Indenture and this Second Supplemental Indenture shall henceforth be read together.

SECTION 3.02.  Confirmation. The Existing Indenture as amended and supplemented by this Second Supplemental Indenture is in all respects confirmed and preserved.

SECTION 3.03.  Terms Defined. Capitalized terms used herein without definition shall have the meanings assigned to them in the Existing Indenture.

SECTION 3.04.  Counterparts. This Second Supplemental Indenture may be signed in any number of counterparts each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 3.05.  Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 3.06.  Effectiveness. The provisions of this Second Supplemental Indenture will take effect immediately upon execution thereof by the parties hereto and will become operative on the

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Operative Date of this Second Supplemental Indenture. If the Tender Offer Condition does not occur, the terms of this Second Supplemental Indenture shall be null and void.

SECTION 3.07.  Governing Law. The internal law of the State of New York shall govern and be used to construe this Second Supplemental Indenture without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.

[remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

EURAMAX INTERNATIONAL LIMITED
By:	/s/ Paul F. Williams
	Name: Paul F. Williams
	Title: Director/Secretary
EURAMAX EUROPEAN HOLDINGS LIMITED
By:	/s/ Paul F. Williams
	Name: Paul F. Williams
	Title: Director/Secretary
EURAMAX EUROPEAN HOLDINGS, B.V.
By:	/s/ S. Kirk Huddleston
	Name: S. Kirk Huddleston
	Title: Attorney in fact for Rob Dresen on behalf of Euramax European Holdings B.V., the sole director of Euramax International Holdings B.V.
AMERIMAX U.K., INC.
By:	/s/ Ian Pittendreigh
	Name: Ian Pittendreigh
	Title: Secretary/Director
EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer
EURAMAX INTERNATIONAL HOLDINGS LIMITED
By:	/s/ Paul F. Williams
	Name: Paul F. Williams
	Title: Director/Secretary
EURAMAX CONTINENTAL LIMITED
By:	/s/ Paul F. Williams
	Name: Paul F. Williams
	Title: Director/Secretary

SIGNATURE PAGE TO THE SECOND SUPPLEMENTAL INDENTURE

AMERIMAX FABRICATED PRODUCTS INC.
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer
JPMORGAN CHASE BANK, as Trustee
By:	/s/ Natalia Moran
	Name: Natalia Moran
	Title: Vice President

SIGNATURE PAGE TO THE SECOND SUPPLEMENTAL INDENTURE

EX-4.2

Exhibit 4.2

INDENTURE

Dated as of August 6, 2003

Among

EURAMAX INTERNATIONAL, INC. and

EURAMAX INTERNATIONAL HOLDINGS B.V.,

as Issuers,

the Guarantors named herein

and

JPMORGAN CHASE BANK,

as Trustee

8½% Senior Subordinated Notes due 2011

CROSS-REFERENCE TABLE

Trust Indenture Act Section		Indenture Section
§ 310(a)(1)		7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	N.A.
	(b)	7.08; 7.10; 13.02
	(c)	N.A.
§ 311(a)		7.11
	(b)	7.11
	(c)	N.A.
§ 312(a)		2.05
	(b)	13.03
	(c)	13.03
§ 313(a)		7.06
	(b)(1)	N.A.
	(b)(2)	7.06
	(c)	7.06, 13.02
	(d)	7.06
§ 314(a)		4.11; 4.12; 13.02
	(b)	N.A.
	(c)(1)	13.04
	(c)(2)	13.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.05
	(f)	N.A.
§ 315(a)		7.01(b)
	(b)	7.05; 13.02
	(c)	7.01(a)
	(d)	7.01(c)
	(e)	6.11
§ 316(a)(last sentence)		2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
	(c)	10.04
§ 317(a)(1)		6.08
	(a)(2)	6.09
	(b)	2.04
§ 318(a)		13.01

N.A.  means Not Applicable.

NOTE:   This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture.

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TABLE OF CONTENTS

ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.	DEFINITIONS.
SECTION 1.02.	OTHER DEFINITIONS.
SECTION 1.03.	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
SECTION 1.04.	RULES OF CONSTRUCTION.
ARTICLE TWO
THE SECURITIES
SECTION 2.01.	FORM AND DATING.
SECTION 2.02.	EXECUTION AND AUTHENTICATION.
SECTION 2.03.	REGISTRAR AND PAYING AGENT.
SECTION 2.04.	PAYING AGENT TO HOLD MONEY IN TRUST.
SECTION 2.05.	SECURITYHOLDER LISTS.
SECTION 2.06.	TRANSFER AND EXCHANGE.
SECTION 2.07.	REPLACEMENT SECURITIES.
SECTION 2.08.	OUTSTANDING SECURITIES.
SECTION 2.09.	TREASURY SECURITIES.
SECTION 2.10.	TEMPORARY SECURITIES.
SECTION 2.11.	CANCELLATION.
SECTION 2.12.	DEFAULTED INTEREST.
SECTION 2.13.	CUSIP OR ISIN NUMBER.
SECTION 2.14.	DEPOSIT OF MONEYS.
SECTION 2.15.	PAYMENTS OF INTEREST.
ARTICLE THREE
REDEMPTION
SECTION 3.01.	NOTICES TO TRUSTEE.
SECTION 3.02.	SELECTION OF SECURITIES TO BE REDEEMED.
SECTION 3.03.	NOTICE OF REDEMPTION.
SECTION 3.04.	EFFECT OF NOTICE OF REDEMPTION.
SECTION 3.05.	DEPOSIT OF REDEMPTION PRICE.
SECTION 3.06.	SECURITIES REDEEMED IN PART.
SECTION 3.07.	RIGHT OF REDEMPTION.

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ARTICLE FOUR
COVENANTS
SECTION 4.01.	PAYMENT OF SECURITIES.
SECTION 4.02.	MAINTENANCE OF OFFICE OR AGENCY.
SECTION 4.03.	LIMITATION ON TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS.
SECTION 4.04.	LIMITATION ON INDEBTEDNESS.
SECTION 4.05.	LIMITATION ON CERTAIN ASSET DISPOSITIONS.
SECTION 4.06.	LIMITATION ON RESTRICTED PAYMENTS.
SECTION 4.07.	CORPORATE EXISTENCE.
SECTION 4.08.	PAYMENT OF TAXES AND OTHER CLAIMS.
SECTION 4.09.	NOTICE OF DEFAULTS.
SECTION 4.10.	MAINTENANCE OF PROPERTIES.
SECTION 4.11.	COMPLIANCE CERTIFICATE.
SECTION 4.12.	REPORTS.
SECTION 4.13.	WAIVER OF STAY, EXTENSION OR USURY LAWS.
SECTION 4.14.	CHANGE OF CONTROL.
SECTION 4.15.	LIMITATION ON SENIOR SUBORDINATED INDEBTEDNESS.
SECTION 4.16.	LIMITATIONS CONCERNING DISTRIBUTIONS AND TRANSFERS BY RESTRICTED SUBSIDIARIES.
SECTION 4.17.	LIMITATION ON ISSUANCE AND SALE OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES.
SECTION 4.18.	LIMITATION ON LIENS.
SECTION 4.19.	PAYMENT OF ADDITIONAL AMOUNTS.
SECTION 4.20.	ADDITIONAL GUARANTEES.
ARTICLE FIVE
MERGERS; SUCCESSOR CORPORATION
SECTION 5.01.	RESTRICTION ON MERGERS, CONSOLIDATIONS AND CERTAIN SALES OF ASSETS.
SECTION 5.02.	SUCCESSOR CORPORATION SUBSTITUTED.
ARTICLE SIX
DEFAULT AND REMEDIES
SECTION 6.01.	EVENTS OF DEFAULT.
SECTION 6.02.	ACCELERATION.
SECTION 6.03.	OTHER REMEDIES.
SECTION 6.04.	WAIVER OF PAST DEFAULT.
SECTION 6.05.	CONTROL BY MAJORITY.
SECTION 6.06.	LIMITATION ON SUITS.
SECTION 6.07.	RIGHTS OF HOLDERS TO RECEIVE PAYMENT.
SECTION 6.08.	COLLECTION SUIT BY TRUSTEE.
SECTION 6.09.	TRUSTEE MAY FILE PROOFS OF CLAIM.
SECTION 6.10.	PRIORITIES.

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SECTION 6.11.	UNDERTAKING FOR COSTS.
ARTICLE SEVEN
TRUSTEE
SECTION 7.01.	DUTIES OF TRUSTEE.
SECTION 7.02.	RIGHTS OF TRUSTEE.
SECTION 7.03.	INDIVIDUAL RIGHTS OF TRUSTEE.
SECTION 7.04.	TRUSTEE’S DISCLAIMER.
SECTION 7.05.	NOTICE OF DEFAULTS.
SECTION 7.06.	REPORTS BY TRUSTEE TO HOLDERS.
SECTION 7.07.	COMPENSATION AND INDEMNITY.
SECTION 7.08.	REPLACEMENT OF TRUSTEE.
SECTION 7.09.	SUCCESSOR TRUSTEE BY MERGER, ETC.
SECTION 7.10.	ELIGIBILITY; DISQUALIFICATION.
SECTION 7.11.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUERS.
ARTICLE EIGHT
SUBORDINATION OF SECURITIES
SECTION 8.01.	SECURITIES SUBORDINATED TO SENIOR DEBT.
SECTION 8.02.	NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.
SECTION 8.03.	PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.
SECTION 8.04.	SUBROGATION.
SECTION 8.05.	OBLIGATIONS OF ISSUERS UNCONDITIONAL.
SECTION 8.06.	NOTICE TO TRUSTEE.
SECTION 8.07.	RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.
SECTION 8.08.	TRUSTEE’S RELATION TO SENIOR DEBT.
SECTION 8.09.	SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE ISSUERS OR HOLDERS OF SENIOR DEBT.
SECTION 8.10.	SECURITYHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES.
SECTION 8.11.	THIS ARTICLE NOT TO PREVENT EVENTS OF DEFAULT.
SECTION 8.12.	TRUSTEE’S COMPENSATION NOT PREJUDICED.
SECTION 8.13.	NO WAIVER OF SUBORDINATION PROVISIONS.
SECTION 8.14.	SUBORDINATION PROVISIONS NOT APPLICABLE TO MONEY HELD IN TRUST FOR SECURITYHOLDERS; PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION.
SECTION 8.15.	ACCELERATION OF SECURITIES.
SECTION 8.16.	MISCELLANEOUS.

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ARTICLE NINE
DISCHARGE OF INDENTURE
SECTION 9.01.	TERMINATION OF ISSUERS’ OBLIGATIONS.
SECTION 9.02.	APPLICATION OF TRUST MONEY.
SECTION 9.03.	REPAYMENT TO ISSUERS.
SECTION 9.04.	REINSTATEMENT.
ARTICLE TEN
AMENDMENTS, SUPPLEMENTS AND WAIVERS
SECTION 10.01.	WITHOUT CONSENT OF HOLDERS.
SECTION 10.02.	WITH CONSENT OF HOLDERS.
SECTION 10.03.	COMPLIANCE WITH TRUST INDENTURE ACT.
SECTION 10.04.	REVOCATION AND EFFECT OF CONSENTS.
SECTION 10.05.	NOTATION ON OR EXCHANGE OF SECURITIES.
SECTION 10.06.	TRUSTEE TO SIGN AMENDMENTS, ETC.
ARTICLE ELEVEN
GUARANTEES
SECTION 11.01.	UNCONDITIONAL GUARANTEE.
SECTION 11.02.	SEVERABILITY.
SECTION 11.03.	RELEASE OF GUARANTORS.
SECTION 11.04.	LIMITATION OF GUARANTORS’ LIABILITY.
SECTION 11.05.	EXECUTION OF GUARANTEE.
SECTION 11.06.	SUBORDINATION OF SUBROGATION AND OTHER RIGHTS.
ARTICLE TWELVE
SUBORDINATION OF GUARANTEES
SECTION 12.01.	GUARANTEE OBLIGATIONS SUBORDINATED TO GUARANTOR SENIOR DEBT.
SECTION 12.02.	NO PAYMENT ON GUARANTEE IN CERTAIN CIRCUMSTANCES.
SECTION 12.03.	PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.
SECTION 12.04.	SUBROGATION.
SECTION 12.05.	OBLIGATIONS OF GUARANTOR UNCONDITIONAL.
SECTION 12.06.	NOTICE TO TRUSTEE.
SECTION 12.07.	RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.
SECTION 12.08.	TRUSTEE’S RELATION TO GUARANTOR SENIOR DEBT.
SECTION 12.09.	SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF ANY GUARANTOR OR HOLDERS OF GUARANTOR SENIOR DEBT.
SECTION 12.10.	SECURITYHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF GUARANTEE.

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SECTION 12.11.	THIS ARTICLE NOT TO PREVENT EVENTS OF DEFAULT.
SECTION 12.12.	TRUSTEE’S COMPENSATION NOT PREJUDICED.
SECTION 12.13.	NO WAIVER OF GUARANTEE SUBORDINATION PROVISIONS.
SECTION 12.14.	PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION.
ARTICLE THIRTEEN
MISCELLANEOUS
SECTION 13.01.	TRUST INDENTURE ACT CONTROLS.
SECTION 13.02.	NOTICES.
SECTION 13.03.	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.
SECTION 13.04.	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.
SECTION 13.05.	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.
SECTION 13.06.	RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.
SECTION 13.07.	GOVERNING LAW.
SECTION 13.08.	NO RECOURSE AGAINST OTHERS.
SECTION 13.09.	SUCCESSORS.
SECTION 13.10.	COUNTERPART ORIGINALS.
SECTION 13.11.	SEVERABILITY.
SECTION 13.12.	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.
SECTION 13.13.	LEGAL HOLIDAYS.
SECTION 13.14.	AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES.
SIGNATURES
EXHIBIT A – Form of Global Initial Security
EXHIBIT B – Form of Unrestricted Global Security
EXHIBIT C – Form of Certificate of Transfer
EXHIBIT D – Form of Certificate From Acquiring Accredited Institutional Investor
EXHIBIT E – Form of Certificate of Exchange

NOTE:  This Table of Contents shall not, for any purpose, be deemed to be a part of the Indenture.

vi

INDENTURE dated as of August 6, 2003, among EURAMAX INTERNATIONAL, INC., a Delaware corporation (the “Company”), EURAMAX INTERNATIONAL HOLDINGS B.V., a Dutch registered company (“Euramax B.V.” and together with the Company, the “Issuers”), the guarantors party hereto from time to time (the “Guarantors”), and JPMORGAN CHASE BANK (the “Trustee”).

Each party hereto agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Issuers’ 8¹/₂% Senior Subordinated Notes due 2011:

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.Definitions.

“1996 Notes” means the 11¹/₄% Senior Subordinated Notes due 2006 of Euramax International Limited, Euramax European Holdings Limited and Euramax European Holdings, B.V., each Wholly Owned Subsidiaries of the Company.

“2003 Stock Transaction” means the acquisition of common stock of the Company on June 12, 2003 by Citigroup Venture Capital Equity Partners, L.P. (“CVCEP”) and its affiliates from CVC European Equity Partners, L.P., CVC European Equity Partners (Jersey), L.P. and BNP Paribas and certain other stockholders.

“Acquired Indebtedness” means, with respect to any Person, Indebtedness of such Person (i) existing at the time such Person becomes a Restricted Subsidiary or (ii) assumed in connection with the acquisition of assets from another Person, including Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be.

“Additional Interest” means the additional interest on the Securities which the Issuers have agreed to pay, as liquidated damages, under the circumstances and to the extent set forth in Section 4 of the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Registrar, Paying Agent or co-Registrar or in connection with the Credit Agreement, the agent thereunder.  See Section 2.03.

“Applicable Premium” means, with respect to any Security on any applicable redemption date, the greater of:

(1)           1.0% of the then outstanding principal amount of the Security; and

(2)           the excess of:

(a)           the present value at such redemption date of (i) the redemption price of the Security at August 15, 2007 as set forth in Section 3.07(b) plus (ii) all remaining required

interest payments due on the Security through August 15, 2007 (excluding accrued but unpaid interest), computed using a semi-annual discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)           the then outstanding principal amount of the Security.

 “Applicable Procedures” means with respect to any transfer or exchange of Book-Entry Interests, the rules and procedures of the Depositary, DTC, Euroclear or Clearstream that apply to such transfer or exchange.

“Asset Disposition” means any sale, transfer or other disposition (including, without limitation, by merger, consolidation or sale-and-leaseback transaction) of

(i)            shares of Capital Stock of a Subsidiary of the Company (other than directors’ qualifying shares and shares owned by foreign shareholders to the extent required by applicable local law in foreign countries), or

(ii)           property or assets of the Company or any Subsidiary of the Company;

provided, however, that an Asset Disposition shall not include

(a)           any sale, transfer, pledge or other disposition of shares of Capital Stock, property or assets by a Restricted Subsidiary of the Company to the Company or to any Wholly Owned Subsidiary of the Company;

(b)           any sale, transfer or other disposition of defaulted receivables for collection or any sale, transfer or other disposition of property or assets in the ordinary course of business;

(c)           any isolated sale, transfer or other disposition that does not involve aggregate consideration in excess of $2.5 million individually;

(d)           the grant in the ordinary course of business of any nonexclusive license of patents, trademarks, registrations therefor and other similar intellectual property;

(e)           any Lien (or foreclosure thereon) securing Indebtedness to the extent that such Lien is a Permitted Lien or otherwise granted in compliance with Section 4.18;

(f)            any Restricted Payment permitted by Section 4.06;

(g)           any disposition of assets or property in the ordinary course of business to the extent such property or assets are obsolete, worn-out or no longer useful in the Company’s or any of its Restricted Subsidiaries’ business;

(h)           the sale, lease, conveyance or disposition or other transfer of all or substantially all of the assets of the Issuers as permitted under Section 5.01; provided that the assets not so sold, leased, conveyed, disposed of or otherwise transferred shall be deemed an Asset Disposition; or

(i)            any disposition that constitutes a Change of Control.

Notwithstanding the foregoing, the term “Asset Disposition” shall not include a disposition that constitutes a Permitted Investment or a Restricted Payment permitted by Section 4.06.

2

“Average Life” means, as of the date of determination, with respect to any Indebtedness for borrowed money or Preferred Stock, the quotient obtained by dividing (i) the sum of the products of the number of years from the date of determination to the dates of each successive scheduled principal or liquidation value payments of such Indebtedness or Preferred Stock, respectively, and the amount of such principal or liquidation value payments, by (ii) the sum of all such principal or liquidation value payments.

“Bankruptcy Law” means (i) Title 11 of the U.S. Code, (ii) the “Faillissementswet” or (iii) any other law of the United States, The Netherlands, any political subdivision thereof or any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.

“Board of Directors” means the Board of Directors of any of the Issuers or the Guarantors, as the case may be, or any authorized committee of that Board.

“Board Resolution” means, with respect to any Person, a duly adopted resolution of the Board of Directors of such Person.

“Book-Entry Interest” means a beneficial interest in a Global Security shown on and only transferred through records maintained in book-entry form by DTC (with respect to the Participants) and its Participants.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the City of New York are authorized or obligated by law, resolution or executive order to close.

“Capital Lease Obligations” of any Person means the obligations to pay rent or other amounts under a lease of (or other Indebtedness arrangements conveying the right to use) real or personal property of such Person which are required to be classified and accounted for as a capital lease or liability on the face of a balance sheet of such Person in accordance with GAAP.  The amount of such obligations shall be the capitalized amount thereof in accordance with GAAP and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Capital Stock” of any Person means any and all shares, interests, participations or other equivalents (however designated) of corporate stock of such Person (including any Preferred Stock outstanding on the Issue Date).

“Change of Control” means the occurrence of any of the following events after the Issue Date:

(i)            any Person or any Persons acting together that would constitute a group (for purposes of Section 13(d) of the Exchange Act, or any successor provision thereto) (a “Group”), together with any Affiliates or Related Persons thereof, other than Permitted Holders, shall “beneficially own” (as defined in Rule 13d-3 under the Exchange Act, or any successor provision thereto) at least a majority of the voting power of the outstanding Voting Stock of the Company;

(ii)           any sale, lease or other transfer (in one transaction or a series of related transactions) is made by the Company or its Restricted Subsidiaries of all or substantially all of the consolidated assets of the Company and its Restricted Subsidiaries to any Person;

3

(iii)          the Company consolidates with or merges with or into another Person or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which immediately after the consummation thereof Persons owning a majority of the voting stock of the Company immediately prior to such consummation shall cease to own a majority of the voting stock of the Company or the surviving entity if other than the Company;

(iv)          Continuing Directors cease to constitute at least a majority of the Board of Directors of the Company; or

(v)           the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company.

“Claim” means any claim arising from the rescission of the purchase of the Securities, for damage arising from the purchase of the Securities or for reimbursement or contribution on account of such a claim.

“Clearstream” means Clearstream Banking, société anonyme, Luxembourg, or any successor securities clearing agency.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” of any Person means Capital Stock of such Person that does not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

“Company” means the Person named as the “Company” in the first paragraph of this indenture until a successor shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor.

“Company Request” means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Consolidated Cash Flow Available for Fixed Charges” of any Person means for any period the Consolidated Net Income of such Person for such period increased (to the extent Consolidated Net Income for such period has been reduced thereby) by the sum of (without duplication):

(i)            Consolidated Interest Expense of such Person for such period, plus

(ii)           Consolidated Income Tax Expense of such Person for such period, plus

(iii)          the consolidated depreciation and amortization expense included in the income statement of such Person prepared in accordance with GAAP for such period, plus

(iv)          any other non-cash charges (including, without limitation, charges relating to the issuance or vesting of Capital Stock (other than Disqualified Stock) to Permitted Holders or the issuance or exercise of options to acquire Capital Stock (other than Disqualified Stock) to or by Permitted Holders) to the extent deducted from or reflected in Consolidated Net Income except for any non-cash charges that represent accruals of, or reserves for, cash disbursements to be made in any future accounting period, plus

4

(v)           to the extent not capitalized, fees and expenses related to the Securities issued on the Issue Date, the Tender Offer and the 2003 Stock Transaction.

“Consolidated Cash Flow Ratio” of any Person means for any period the ratio of:

(i)            Consolidated Cash Flow Available for Fixed Charges of such Person for such period to

(ii)           the sum of

(A)          Consolidated Interest Expense of such Person for such period, plus

(B)           the annual interest expense with respect to any Indebtedness proposed to be Incurred by such Person or its Restricted Subsidiaries, minus

(C)           Consolidated Interest Expense of such Person to the extent included in clause (ii)(A) with respect to any Indebtedness that will no longer be outstanding as a result of the Incurrence of the Indebtedness proposed to be Incurred, plus

(D)          the annual interest expense with respect to any other Indebtedness Incurred by such Person or its Restricted Subsidiaries since the end of such period to the extent not included in clause (ii)(A), minus

(E)           Consolidated Interest Expense of such Person to the extent included in clause (ii)(A) with respect to any Indebtedness that no longer is outstanding as a result of the Incurrence of the Indebtedness referred to in clause (ii)(D);

provided, however, that in making such computation, the Consolidated Interest Expense of such Person attributable to interest on anyIndebtedness bearing a floating interest rate shall be computed on a pro forma basis as if the rate in effect on the date of computation (after giving effect to any hedge in respect of such Indebtedness that will, by its terms, remain in effect until the earlier of the maturity of such Indebtedness or the date one year after the date of such determination) had been the applicable rate for the entire period; provided, further, however, that, in the event such Person or any of its Restricted Subsidiaries has made any Asset Dispositions or acquisitions of assets not in the ordinary course of business (including acquisitions of other Persons by merger, consolidation or purchase of Capital Stock) during or after such period and on or prior to the date of measurement, such computation shall be made on a pro forma basis as if the Asset Dispositions or acquisitions had taken place on the first day of such period.  Calculations of pro forma amounts in accordance with this definition shall be done in accordance with Article 11 of Regulation S-X under the Securities Act or any successor provision and may include reasonably ascertainable cost savings.

“Consolidated Income Tax Expense” of any Person means for any period the consolidated provision for income taxes of such Person and its Restricted Subsidiaries for such period calculated on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” for any Person means for any period, without duplication, (a) the consolidated interest expense included in a consolidated income statement (without deduction of interest or finance charge income) of such Person and its Restricted Subsidiaries for such period calculated on a consolidated basis in accordance with GAAP and (b) dividend requirements of such Person and its Restricted Subsidiaries with respect to Disqualified Stock and with respect to all other Preferred Stock of Restricted Subsidiaries of such Person (in each case whether in cash or otherwise (except dividends

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payable solely in shares of Capital Stock of such Person or such Restricted Subsidiary)) paid, declared, accrued or accumulated during such period times a fraction the numerator of which is one and the denominator of which is one minus the then effective consolidated non-United States national, state and local tax rate of such Person, expressed as a decimal.

“Consolidated Net Income” of any Person means for any period the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided, however, that there shall be excluded therefrom (a) the net income (but not net loss) of any Restricted Subsidiary of such Person which is subject to restrictions which prevent or limit the payment of dividends or the making of distributions to such Person to the extent of such restrictions (regardless of any waiver thereof), (b) non-cash gains and losses due solely to fluctuations in currency values, (c) the net income of any Person that is not a Restricted Subsidiary of such Person, except to the extent of the amount of dividends or other distributions representing such Person’s proportionate share of such other Person’s net income for such period actually paid in cash to such Person by such other Person during such period, (d) gains but not losses on Asset Dispositions by such Person or its Restricted Subsidiaries, (e) all gains and losses classified as extraordinary, unusual or non-recurring in accordance with GAAP, (f) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings (or losses) of the successor corporation prior to such consolidation, merger or transfer of assets, and (g) any losses arising from the repayment, repurchase or redemption of the Securities, the 1996 Notes or the obligations under the Credit Agreement.

“Continuing Director” means a director who either was a member of the Board of Directors of the Company on the Issue Date or who became a director of the Company subsequent to the Issue Date and whose election, or nomination for election by the Company’s stockholders, was duly approved by a majority of the Continuing Directors then on the Board of Directors of the Company, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the entire Board of Directors of the Company in which such individual is named as nominee for director.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 or such other address as the Trustee may give notice to the Company.

“Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of March 15, 2002, among the Company and certain of its Subsidiaries, as borrowers, the financial institutions party thereto from time to time, as lenders, the issuer of the Letters of Credit referred to therein, and BNP Paribas and its successors and assigns, as agent (the “Agent”) on behalf of itself, such issuer and such lenders party thereto from time to time, including any deferrals, renewals, extensions, replacements, refinancings or refundings thereof from time to time, or amendments, modifications or supplements thereto (including, without limitation, any amendment increasing the amount borrowed thereunder), any agreement or agreements providing therefor or any part thereof whether by or with the same or any other lender, creditor, group of lenders or group of creditors and including related notes, guarantee agreements, collateral documents and other instruments and agreements executed in connection therewith and any currency swap agreement entered into by the Company or any of its Subsidiaries and the Agent or any such lender as the same may be deferred, renewed, extended, replaced, refinanced, refunded, amended, modified or supplemented from time to time.

“Default” means any event that is, or after notice or lapse of time or both would become, an Event of Default.

“Definitive Security” means Securities other than Securities in global form.

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“Depositary” shall mean DTC, or a successor thereto registered as a clearing agency under the Exchange Act or other applicable statute or regulation.

“Designated Senior Debt” means (i) so long as the Credit Agreement is in effect, the Senior Debt or Guarantor Senior Debt incurred thereunder and (ii) thereafter, any other Senior Debt or Guarantor Senior Debt which has at the time of initial issuance an aggregate outstanding principal amount in excess of $25 million which has been so designated as Designated Senior Debt by the Board of Directors of the Company at the time of initial issuance in a resolution delivered to the Trustee.  For purposes of Article Eight, “Designated Senior Debt” shall be defined in terms of Senior Debt and for purposes of Article Twelve, “Designated Senior Debt” shall be defined in terms of Guarantor Senior Debt.

“Disqualified Stock” of any Person means any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the final maturity of the Securities.

“DTC” means The Depository Trust Company or its successors.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear System, or any successor securities clearing agency.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

“Exchange Registration Statement” shall have the meaning set forth in the Registration Rights Agreement.

“Expiration Date” has the meaning set forth in the definition of “Offer to Purchase” below.

“fair market value” means, with respect to any asset or property, the price which could be negotiated in an arms’-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company which is not organized under the laws of the United States or any state thereof or the District of Columbia.

“GAAP” means generally accepted accounting principles, consistently applied, as in effect on the Issue Date in the United States of America, as set forth (i) in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or (ii) in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States.

“Global Security” means a global security, representing all or a part of the Securities registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A and B attached hereto.

“guarantee” by any Person means any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly

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or indirectly, and including, without limitation, any obligation of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase property, securities or services for the purpose of assuring the holder of such Indebtedness of the payment of such Indebtedness, or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness (and “guaranteed,” “guaranteeing” and “guarantor” shall have meanings correlative to the foregoing); provided, however, that the guarantee by any Person shall not include endorsements by such Person for collection or deposit, in either case, in the ordinary course of business.

“Guarantee” means the guarantee of the Securities by the Guarantors under this Indenture.

“Guarantor” means each Subsidiary of the Issuers that executes a Guarantee of the Securities pursuant to this Indenture.

“Guarantor Senior Debt” means, with respect to any Guarantor, the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Indebtedness of such Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Securities.

Without limiting the generality of the foregoing, “Guarantor Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of:

(i)            all monetary obligations of every nature of such Guarantor under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(ii)           all Hedging Obligations in respect of the Credit Agreement;

in each case whether outstanding on the Issue Date or thereafter incurred.

Notwithstanding the foregoing, “Guarantor Senior Debt” shall not include:

(i)            any Indebtedness of such Guarantor to the Issuers or any of their Subsidiaries;

(ii)           Indebtedness to, or guaranteed on behalf of, any director, officer or employee of the Issuers or any of their Subsidiaries (including, without limitation, amounts owed for compensation);

(iii)          obligations to trade creditors and other amounts incurred (but not under the Credit Agreement) in connection with obtaining goods, materials or services;

(iv)          Indebtedness represented by Disqualified Stock;

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(v)           any liability for taxes owed or owing by such Guarantor;

(vi)          that portion of any Indebtedness incurred in violation of Section 4.04 (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (vi) if the holder(s) of such obligation or their representative shall have received an Officers’ Certificate of such Guarantor to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate Section 4.04);

(vii)         Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to such Guarantor;

(viii)        any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor; and

(ix)           the guarantees under the 1996 Notes.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under (i) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the books of the Registrar or any co-Registrar.

“Incur” means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (including by conversion, exchange or otherwise), assume, guarantee or otherwise become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on the balance sheet of such Person (and “Incurrence,” “Incurred” and “Incurring” shall have meanings correlative to the foregoing).  Indebtedness of any Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company (or is merged into or consolidates with the Company or any of its Restricted Subsidiaries), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company (or being merged into or consolidated with the Company or any of its Restricted Subsidiaries), shall be deemed Incurred at the time any such Person becomes a Restricted Subsidiary of the Company or merges into or consolidates with the Company or any of its Restricted Subsidiaries.

“Indebtedness” means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, (i) every obligation of such Person for money borrowed, (ii) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses, (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person, (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business which are not overdue or which are being contested in good faith), (v) every Capital Lease Obligation of such Person, (vi) every net obligation under interest rate swap or similar agreements or foreign currency hedge, exchange or similar agreements of such Person and (vii) every obligation of the type referred to in clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either

9

case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor, guarantor or otherwise.  Indebtedness shall include the liquidation preference and any mandatory redemption payment obligations in respect of any Disqualified Stock of the Company, and any Preferred Stock of a Subsidiary of the Company.  Indebtedness shall never be calculated taking into account any cash and cash equivalents held by such Person.  Indebtedness shall not include obligations arising from agreements of the Company or a Restricted Subsidiary of the Company to provide for indemnification, adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business or assets of a Restricted Subsidiary of the Company.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Interest Payment Date” means the stated maturity of an installment of interest on the Securities.

“Initial Global Securities” means the Regulation S Global Security, the 144A Global Security and the IAI Global Security substantially in the form of Exhibit A hereto.

“Initial Purchasers” means UBS Securities LLC, Banc of America Securities LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated and Fleet Securities, Inc.

“Initial Securities” means the Securities containing a Securities Act legend as set forth in Section 2.06(f) hereto.

“Institutional Accredited Investor” shall mean an institution that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

“Investment” by any Person means any direct or indirect loan, advance, guarantee or other extension of credit or capital contribution to (by means of transfers of cash or other property to others or payments for property or services for the account or use of others, or otherwise), or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Indebtedness issued by any other Person.

“Issue Date” means August 6, 2003.

“Issuers” means the parties named as the “Issuers” in the first paragraph of this Indenture until a successor to one or more such parties replaces such party pursuant to the applicable provisions of this Indenture, and thereafter “Issuers” shall mean such successor(s).

“Lien” means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, security interest, lien, charge, easement (other than any easement (or other restriction on the use of real property) not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement with respect to such property or assets (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Management Investors” means full time officers or employees of the Company or a Subsidiary of the Company and any of their Permitted Transferees.

“Maturity Date” means the date, which is set forth on the face of the Securities, on which the Securities will mature.

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“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Available Proceeds” from any Asset Disposition by any Person means cash or readily marketable cash equivalents received (including by way of sale or discounting of a note, installment receivable or other receivable, but excluding any other consideration received in the form of assumption by the acquiror of Indebtedness or other obligations relating to such properties or assets) therefrom by such Person, including any cash received by way of deferred payment or upon the monetization or other disposition of any non-cash consideration (including notes or other securities) received in connection with such Asset Disposition, net of (i) all legal, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes required to be accrued as a liability as a consequence of such Asset Disposition, (ii) all payments made by such Person or its Restricted Subsidiaries on any Indebtedness which is secured by such assets in accordance with the terms of any Lien upon or with respect to such assets or which must by the terms of such Lien, or in order to obtain a necessary consent to such Asset Disposition or by applicable law, be repaid out of the proceeds from such Asset Disposition, (iii) all payments made with respect to liabilities associated with the assets which are the subject of the Asset Disposition, including, without limitation, trade payables and other accrued liabilities, (iv) appropriate amounts to be provided by such Person or any Subsidiary thereof, as the case may be, as a reserve in accordance with GAAP against any liabilities associated with such assets and retained by such Person or any Restricted Subsidiary thereof, as the case may be, after such Asset Disposition, including, without limitation, liabilities under any indemnification obligations and severance and other employee termination costs associated with such Asset Disposition, until such time as such amounts are no longer reserved or such reserve is no longer necessary (at which time any remaining amounts will become Net Available Proceeds to be allocated in accordance with the provisions of Section 4.05(a)(iii)) and (v) all distributions and other payments made to minority interest holders in Restricted Subsidiaries of such Person or joint ventures as a result of such Asset Disposition.

“Obligations” means, with respect to any indebtedness, any principal, interest, penalties, fees, indemnifications, reimbursements, and other liabilities payable under the documentation governing such Indebtedness.

“Offer” has the meaning set forth in the definition of “Offer to Purchase” below.

“Offer to Purchase” means a written offer (the “Offer”) sent by either Issuer by first class mail, postage prepaid, to each Holder at his address appearing in the register for the Securities, on the date of the Offer offering to purchase up to the principal amount of Securities specified in such Offer at the purchase price specified in such Offer (as determined pursuant to this Indenture).  Unless otherwise required by applicable law, the Offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase which shall be not less than 30 days nor more than 60 days after the date of such Offer and a settlement date (the “Purchase Date”) for purchase of Securities within five Business Days after the Expiration Date.  The Issuers shall notify the Trustee at least 15 Business Days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the offer of the Issuers’ obligation to make an Offer to Purchase, and the Offer shall be mailed by either Issuer or, on a Company Request, by the Trustee in the name and at the expense of the Issuers.  The Offer shall contain all the information required by applicable law to be included therein.  The Offer shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Offer to Purchase.  The Offer shall also state:

(1)           the Section of this Indenture pursuant to which the Offer to Purchase is being made;

(2)           the Expiration Date and the Purchase Date;

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(3)           the aggregate principal amount of the outstanding Securities offered to be purchased by the Issuers pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to the Section of this Indenture requiring the Offer to Purchase) (the “Purchase Amount”);

(4)           the purchase price to be paid by the Issuers for each $1,000 aggregate principal amount of Securities accepted for payment (as specified pursuant to this Indenture) (the “Purchase Price”);

(5)           that the Holders may tender all or any portion of their Securities and that any portion of a Security tendered must be tendered in an integral multiple of $1,000 principal amount;

(6)           the place or places where Securities are to be surrendered for tender pursuant to the Offer to Purchase;

(7)           that interest on any Security not tendered or tendered but not purchased by the Issuers pursuant to the Offer to Purchase will continue to accrue;

(8)           that on the Purchase Date the Purchase Price will become due and payable upon each Security being accepted for payment pursuant to  the Offer to Purchase and that interest thereon shall cease to accrue on and after the Purchase Date;

(9)           that each Holder electing to tender all or any portion of a Security pursuant to the Offer to Purchase will be required to surrender such Security at the place or places specified in the Offer prior to the close of business on the Expiration Date (such Security being, if the Issuers or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

(10)         that Holders will be entitled to withdraw all or any portion of Securities tendered if the Issuers (or their Paying Agent) receive, not later than the close of business on the fifth Business Day next preceding the Expiration Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder tendered, the certificate number of the Security the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

(11)         that (a) if Securities in an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Issuers shall purchase all such Securities and (b) if Securities in an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Issuers shall purchase Securities having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 or integral multiples thereof shall be purchased); and

(12)         that in the case of any Holder whose Security is purchased only in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unpurchased portion of the Security so tendered; provided, that the Holder of a Global Security whose Global Security is purchased only in part will have its Global Security returned with a notation on Schedule A thereof which will adjust the principal amount of such Global Security to be equal to

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the unpurchased portion of the Global Security surrendered, which unpurchased portion must be in an authorized denomination.

An Offer to Purchase shall be governed by and effected in accordance with the provisions above pertaining to any Offer.

“Officer” means with respect to any Issuer or Guarantor, the Chairman, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or any director of such Issuer or Guarantor, as the case may be.

“Officers’ Certificate” means, with respect to the Company or a Guarantor, a certificate signed by two Officers or by an Officer and an Assistant Treasurer or Assistant Secretary of the Company or such Guarantor and, with respect to Euramax B.V., a certificate signed by one Officer of Euramax B.V., each complying with Sections 13.04 and 13.05, to the extent applicable.  A signature by a duly appointed attorney-in-fact of an Officer shall be valid.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee.  The counsel may be an employee of or counsel to the Company or the Trustee.

“Participant” means, with respect to DTC, Euroclear or Clearstream, a Person who has an account with DTC, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Asset Swap” means any one or more transactions in which the Company or any of its Restricted Subsidiaries exchanges assets for consideration consisting of cash and/or assets used or useful in the Permitted Business or other assets in an amount less than 15% of the fair market value of such transaction or transactions.

“Permitted Business” means a business, the majority of whose revenues are derived from lines of business similar to those carried on by the Company and its Restricted Subsidiaries on the Issue Date, other fabricated products or fabricated products-related businesses and businesses or activities in each case representing a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Holder” means any of (i) the Principals and their Related Persons and Affiliates and (ii) the Management Investors.

“Permitted Investments” means:

(i)            Investments in marketable direct obligations issued or guaranteed by the United States of America, or any governmental entity or agency or political subdivision thereof (provided that the full faith and credit of the United States of America is pledged in support thereof), maturing within one year of the date of purchase;

(ii)           Investments in commercial paper issued by corporations or financial institutions, maturing within 180 days from the date of the original issue thereof and rated “P-1” or better by Moody’s or “A-1” or better by Standard & Poor’s Corporation or an equivalent rating or better by any other nationally recognized securities rating agency;

(iii)          Investments in certificates of deposit issued or acceptances accepted or guaranteed by any bank or trust company organized under the laws of the United States of America or

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any state thereof or the District of Columbia, in each case having capital, surplus and undivided profits totaling more than $500,000,000, maturing within one year of the date of purchase;

(iv)          Investments representing Capital Stock or obligations issued to the Company or any of its Restricted Subsidiaries in the course of the good faith settlement of claims against any other Person or by reason of a composition or readjustment of debt or a reorganization of any debtor of the Company or any of its Restricted Subsidiaries;

(v)           deposits, including interest-bearing deposits, maintained in the ordinary course of business in banks;

(vi)          any acquisition of the Capital Stock or all or substantially all of the assets of any Person; provided, however, that after giving effect to any such acquisition such Person shall become a Restricted Subsidiary of the Company or such Person’s assets are transferred or conveyed, or liquidated into, a Restricted Subsidiary;

(vii)         trade receivables and prepaid expenses in each case arising in the ordinary course of business; provided, however, that such receivables and prepaid expenses would be recorded as assets of such Person in accordance with GAAP;

(viii)        endorsements for collection or deposit in the ordinary course of business by such Person of bank drafts and similar negotiable instruments of such other Person received as payment for ordinary course of business trade receivables;

(ix)           any Hedging Obligation otherwise permitted by this Indenture;

(x)            Investments received as consideration for an Asset Disposition in compliance with the provisions of Section 4.05;

(xi)           Investments in the Issuers or Restricted Subsidiaries;

(xii)          loans and advances to employees made in the ordinary course of business;

(xiii)         Investments outstanding on the Issue Date and replacements or refinancings thereof in an aggregate amount not to exceed the amount of such Investment being replaced or refinanced; provided that the new Investment is on terms and conditions no less favorable to the Company than the Investment being replaced or refinanced;

(xiv)        Investments the sole consideration for which consists of Capital Stock of the Company; and

(xv)         Investments in an aggregate amount, valued at the time each such Investment is made, not exceeding $20.0 million for all such Investments from and after the Issue Date; provided that the amount available for Investments to be made pursuant to this clause (xv) shall be increased from time to time to the extent any return on capital is actually received by the Company or a Restricted Subsidiary on any Permitted Investment previously made in reliance on this clause (xv).

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“Permitted Liens” means:

(i)            Liens existing on the Issue Date securing Indebtedness existing on the Issue Date;

(ii)           Liens securing Senior Debt or Guarantor Senior Debt (including Liens securing Indebtedness outstanding under the Credit Agreement);

(iii)          Liens securing the Securities and any obligations under this Indenture;

(iv)          Liens in favor of an Issuer or any Guarantor;

(v)           Liens to secure Indebtedness Incurred for the purpose of financing all or any part of the purchase price or the cost of construction or improvement of the property (or any other capital expenditure financing) subject to such Liens; provided, however, that:

(a)           the aggregate principal amount of any Indebtedness secured by such a Lien does not exceed 100% of such purchase price or cost,

(b)           such Lien does not extend to or cover any other property other than such item of property and any improvements on such item,

(c)           the Indebtedness secured by such Lien is Incurred by an Issuer or any Restricted Subsidiary within 180 days of the acquisition, construction or improvement of such property, and

(d)           the Incurrence of such Indebtedness is permitted by Section 4.04;

(vi)          Liens on property existing immediately prior to the time of acquisition thereof (and not created in anticipation or contemplation of the financing of such acquisition);

(vii)         Liens on property of a Person existing at the time such Person is merged with or into or consolidated with an Issuer or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof);

(viii)        Liens on property of an Issuer or any Restricted Subsidiary in favor of any national, state or local government, or any instrumentality thereof, to secure payments pursuant to any contract or statute;

(ix)           Liens to secure Indebtedness Incurred to extend, renew, refinance or refund (or successive extensions, renewals, refinancings or refundings), in whole or in part, any Indebtedness secured by Liens referred to in the foregoing clauses (i)-(viii) so long as such Liens do not extend to any other property and the principal amount of Indebtedness so secured is not increased except for the amount of any premium required to be paid in connection with such renewal, refinancing or refunding pursuant to the terms of the Indebtedness renewed, refinanced or refunded or the amount of any premium reasonably determined by the Company as necessary to accomplish such renewal, refinancing or refunding by means of a tender offer, exchange offer or privately negotiated repurchase, plus the expenses of the issuer of such Indebtedness reasonably incurred in connection with such renewal, refinancing or refunding;

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(x)            Liens in favor of the Trustee as provided for in this Indenture on money or property held or collected by the Trustee in its capacity as Trustee and Liens in favor of the trustee under the indenture for the 1996 Notes as provided for in said indenture on money or property held or collected by such trustee in its capacity as such;

(xi)           Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by either Issuer or any Restricted Subsidiary in the ordinary course of business which secure its obligations to such Person and Liens for taxes, assessments or other governmental charges or obligations, and any other liens imposed by operation of law; provided that:

(a)           such Issuer or any Restricted Subsidiary is not more than 10 days in default with respect to such payment obligation to such Person,

(b)           such Issuer or any Restricted Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof, or

(c)           all such failures by the Issuers and the Restricted Subsidiaries in the aggregate have not had a material adverse effect on the Company and its Restricted Subsidiaries, taken as a whole;

(xii)          Liens on assets (other than Capital Stock) incurred or pledges and deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, old-age pensions and other social security benefits;

(xiii)         Liens on assets (other than Capital Stock) securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business, and judgment liens; provided, however, that such Liens do not secure directly or indirectly judgments in excess of $5.0 million;

(xiv)        Liens in favor of landlords securing operating leases;

(xv)         Liens securing assets not having a fair market value in excess of $5.0 million;

(xvi)        easements, rights of way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Issuers and any of their Restricted Subsidiaries;

(xvii)       Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(xviii)      Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off;

(xix)         Liens securing Hedging Obligations permitted to be Incurred pursuant to clause (iv) of Section 4.04; and

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(xx)          Liens securing Indebtedness permitted to be Incurred pursuant to clause (xiv) of Section 4.04.

“Permitted Transferee” means, with respect to any Management Investor, (i) any spouse or lineal descendant (including by adoption and stepchildren) of such management Investor and (ii) any trust, corporation or partnership the beneficiaries, stockholders or partners of which consist entirely of one or more Management Investors or individuals described in clause (i) above.

“Person” means any individual, corporation, limited or general partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Stock,” as applied to the capital stock of any Person, means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

“principal” of a debt security means the principal of the security plus, when appropriate, the premium, if any, on the security.

“Principals” means any of CVCEP, Court Square Capital Limited, Citigroup Inc. or any fund managed by CVC Management LLC.

“Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase” above.

“Purchase Date” has the meaning set forth in the definition of “Offer to Purchase” above.

“Purchase Price” has the meaning set forth in the definition of “Offer to Purchase” above.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“redemption date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption pursuant to this Indenture.

“Regular Record Date” means February 1 and August 1.

“redemption price,” when used with respect to any Security to be redeemed, means the price fixed for such redemption pursuant to this Indenture as set forth in the form of Security annexed as Exhibit A or B.

“Registration Rights Agreement” means the Registration Rights Agreement dated the date hereof among the Issuers, the Guarantors and the Initial Purchasers.

“Regulation S” means Regulation S promulgated under the Securities Act (including any successor regulation thereto) as it may be amended from time to time.

“Related Person” of any Person means any other Person directly or indirectly owning (a) 5% or more of the outstanding Common Stock of such Person (or, in the case of a Person that is not a corporation, 5% or more of the equity interest in such Person) or (b) 5% or more of the combined voting power of the Voting Stock of such Person.

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“relevant jurisdiction” means any jurisdiction in which any Issuer is organized or is otherwise resident for tax purposes.

“Restricted Book-Entry Interest” means a beneficial interest in the 144A Global Security, the Regulation S Global Security and the IAI Global Security shown on and only transferred through, records maintained in book-entry form by DTC (with respect to the Participants) and its Participants.

“Restricted Subsidiary” means (i) any Subsidiary of the Company other than an Unrestricted Subsidiary, (ii) any Subsidiary of the Company on the Issue Date and (iii) any successor to a substantial portion of the assets of any Subsidiary referred to in clause (i) or (ii) of this definition.

“Rule 144” shall have the meaning set forth in the Registration Rights Agreement.

“Rule 144A” shall have the meaning set forth in the Registration Rights Agreement.

“SEC” means the Securities and Exchange Commission.

“Securities” means the 8¹/₂% Senior Subordinated Notes due 2011, as amended or supplemented from time to time pursuant to the terms of this Indenture, that are issued from time to time under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

“Senior Debt” means, with respect to any Person at any date,

(i)            in the case of an Issuer or any Restricted Subsidiary, all Indebtedness under the Credit Agreement, including principal, premium, if any, and interest on such Indebtedness and all other amounts due on or in connection with such Indebtedness including all charges, fees and expenses and other obligations thereunder of the Issuers and their Subsidiaries party thereto,

(ii)           all other Indebtedness of such Person for borrowed money, including principal, premium, if any, and interest on such Indebtedness, unless the instrument under which such Indebtedness for money borrowed is created, incurred, assumed or guaranteed expressly provides that such Indebtedness for money borrowed is not senior or superior in right of payment to the Securities, and all renewals, extensions, modifications, amendments or refinancing thereof, and

(iii)          all interest at the rate therein specified on any Indebtedness referred to in clauses (i) and (ii) accruing during the pendency of any bankruptcy or insolvency proceeding, whether or not allowed thereunder.

Notwithstanding the foregoing, Senior Debt shall not include (a) Indebtedness which is pursuant to its terms or any agreement relating thereto or by operation of law subordinated or junior in right of payment or otherwise to any other Indebtedness of such Person; provided, however, that no Indebtedness shall be deemed to be subordinate or junior in right of payment or otherwise to any other Indebtedness of a Person solely by reason of such other Indebtedness being secured and such Indebtedness not being secured, (b) the Securities, (c) any Indebtedness of such Person to any of its Subsidiaries, (d) any Indebtedness which, when incurred and without respect to any election under Section 1111(b) of the Bankruptcy Code, is without recourse to the Company and (e) the 1996 Notes.

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“Shelf Registration Statement” shall have the meaning set forth in the Registration Rights Agreement.

“Significant Subsidiary” means, as of any date of determination, for any Person, each Restricted Subsidiary of such Person which (i) for the most recent fiscal year of such Person (on or prior to the fiscal period beginning on the Issue Date and ending on the most recently completed fiscal quarter of such Person) accounted for more than 5% of consolidated revenues or consolidated net income of such Person or (ii) as at the end of such fiscal year (on or prior to the fiscal period beginning on the Issue Date and ending on the most recently completed fiscal quarter of such Person) was the owner of more than 5% of the consolidated assets of such Person.

“Stated Maturity,” when used with respect to any Security or any installment of interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of interest is due and payable.

“Subordinated Indebtedness” means any Indebtedness (whether outstanding on the date hereof or hereafter incurred) which is by its terms expressly subordinate or junior in right of payment to the Securities.

“Subsidiary” of any Person means (i) a corporation more than 50% of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries thereof, or (ii) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and voting power relating to the policies, management and affairs thereof.

“Tangible Assets” means the total amount of assets of the Company and the Restricted Subsidiaries after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as set forth on the most recent balance sheet of the Company and its Subsidiaries and computed in accordance with GAAP.

“Tender Offer” means the tender offer and consent solicitation relating to the 1996 Notes commenced on July 10, 2003.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture, except as provided in Section 10.03.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least three Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to August 15, 2007; provided, however, that if the period from such redemption date to August 15, 2007 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Officer” means any officer within the corporate trust department (or any successor group) of the Trustee, including any vice president, assistant vice president, senior trust officer, trust officer, assistant secretary or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at that time shall be such officers, and also means,

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with respect to a particular corporate trust matter, any other officer to whom such trust matter is referred because of his knowledge of and familiarity with the particular subject.

“Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the provisions of this Indenture and thereafter means such successor.

“Unrestricted Book-Entry Interest” means any Book-Entry Interest which is not a Restricted Book-Entry Interest.

“Unrestricted Global Securities” means one or more Global Securities that do not and are not required to bear the legend set forth in Section 2.06(f) hereof in substantially the form of Exhibit B hereto.

“Unrestricted Subsidiary” means (i) any Subsidiary of the Company formed or acquired after the Issue Date that at the time of determination is designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary.  Any such designation by the Board of Directors of the Company will be evidenced to the Trustee by promptly filing with the Trustee a copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.  The Board of Directors of the Company may not designate any Subsidiary of the Company to be an Unrestricted Subsidiary if, after such designation, (a) the Company or any other Restricted Subsidiary (i) provides credit support for, or a guarantee of, any Indebtedness of such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (ii) is directly or indirectly liable for any Indebtedness of such Subsidiary, (b) a default with respect to any Indebtedness of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity or (c) such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, any Restricted Subsidiary which is not a Subsidiary of the Subsidiary to be so designated.

“Voting Stock” of any Person means the Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

“Wholly Owned Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.02.Other Definitions.

Term	Defined in Section
“Additional Amounts”	4.19
“Additional Securities”	2.02
“Authentication Order”	2.02
“Bankruptcy Law”	6.01
“Change of Control”	4.14
“Custodian”	6.01

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“Event of Default”	6.01
“Guarantor Blockage Period”	12.02(a)
“Guarantor Payment Blockage Notice”	12.02(a)
“IAI Global Security”	2.01(a)
“144A Global Security”	2.01(a)
“Paying Agent”	2.03
“Payment Blockage Notice”	8.02(a)
“Payment Blockage Period”	8.02(a)
“Regulation S Global Security”	2.01(a)
“Registrar”	2.03
“Required Filing Date”	4.12
“Restricted Payment”	4.06
“Securities Act Legend”	2.06(f)
“Taxes”	4.19
“United States Government Obligation”	9.01

SECTION 1.03.Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Securities.

“indenture security holder” means a Securityholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Company or any other obligor on the Securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.04.Rules of Construction.

Unless the context otherwise requires:

(1)           a term has the meaning assigned to it;

(2)           an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in effect from time to time, and any other reference in this Indenture to “generally accepted accounting principles” refers to GAAP;

(3)           “or” is not exclusive;

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(4)           words in the singular include the plural, and words in the plural include the singular;

(5)           provisions apply to successive events and transactions; and

(6)           “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

ARTICLE TWO

THE SECURITIES

SECTION 2.01.Form and Dating.

(a)           Global Securities.  Securities offered and sold to QIBs in reliance on Rule 144A shall be issued initially substantially in the form of Exhibit A hereto in the form of a Global Security registered in the name of the Depositary or its nominee and shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, as custodian for the Depositary, at its New York corporate trust office, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.  Such Security shall be referred to herein as the “144A Global Security.”  Securities offered and sold in reliance on Regulation S shall be issued initially substantially in the form of Exhibit A hereto in the form of a Global Security registered in the name of the Depositary or its nominee and shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, as custodian for the Depositary, at its New York corporate trust office, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.  Such Security shall be referred to herein as the “Regulation S Global Security.”  Securities offered and sold to Institutional Accredited Investors who are not also QIBs shall be issued initially substantially in the form of Exhibit A hereto in the form of a Global Security registered in the name of the Depositary or its nominee and shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, as custodian for the Depositary, at its New York corporate trust office, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.  Such Security shall be referred to herein as the “IAI Global Security.”  Unrestricted Global Securities representing Unrestricted Book-Entry Interests shall be issued initially in accordance with Sections 2.06(b)(iv), 2.06(c)(ii) and 2.06(e) and shall be deposited with the Trustee, as custodian for the Depositary, at its New York corporate trust office, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.  The aggregate principal amount of each of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided.

Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the terms of this Indenture.  Any endorsement of a Global Security to reflect the amount of any increase or decrease in the principal amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be applicable to interests in the Regulation S Global Security that are held by the Participants through Euroclear or Clearstream.

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Except as set forth in Section 2.06(a) hereof, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary.

(b)           Book-Entry Provisions.  The Issuers shall execute and the Trustee shall, in accordance with Section 2.02 hereof, authenticate and deliver the Global Securities.

Neither DTC nor its Participants shall have any rights either under this Indenture or under any Global Security with respect to such Global Security, and the Depositary may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Security for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest and Additional Interest, if any, on the Global Securities and for all other purposes.  Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Security.  None of the Issuers, the Guarantors, the Trustee nor any agent of the Issuers, the Guarantors or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(c)           Securities.  The provisions of the forms of Securities contained in Exhibits A and B hereto are incorporated herein by reference.  The Securities and the Trustee’s Certificates of Authentication shall be substantially in the form of Exhibit A, in the case of an Initial Global Security, and Exhibit B, in the case of an Unrestricted Global Security.  The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage.  The Company shall approve the form of the Securities and any notation, legend or endorsement (including notations relating to the Guarantees) on them.  Each Security shall be dated the date of its authentication.  The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Indenture.

SECTION 2.02.Execution and Authentication.

Two Officers of the Company and one Officer of Euramax B.V. shall sign the Securities for the Issuers by manual or facsimile signature.  A signature by a duly appointed attorney-in-fact of an Officer shall be valid.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

A Security shall not be valid until an authorized officer of the Trustee manually signs the certificate of authentication on the Security.  The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee shall authenticate (i) Initial Securities for issue on the Issue Date in the aggregate principal amount of up to $200,000,000, and (ii) Unrestricted Global Securities from time to time in exchange for a like principal amount of Initial Securities issued under this Indenture upon a written order signed by an Officer of each Issuer (an “Authentication Order.”).  A signature by a duly appointed attorney-in-fact of an Officer shall be valid.  Subject to compliance with Section 4.04, the Trustee may authenticate Securities thereafter for issuance upon an Authentication Order in an aggregate principal amount as specified in such Authentication Order (the “Additional Securities”).  Any references to “Securities” in this Indenture (other than Section 4.04) shall include Additional Securities, if any.  The Authentication

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Order shall be based upon a Board Resolution of each Issuer to similar effect filed with the Trustee and shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated.  The Authentication Order shall also provide instructions concerning registration, amounts for each Holder and delivery.  Securities issued in exchange for interests in a Global Security in accordance with Section 2.06 may be issued in the form of Definitive Securities substantially in the form set forth in Exhibit A or Exhibit B, as applicable.  The Securities shall be issued serially numbered, in registered form without coupons and only in denominations of U.S. $1,000 principal amount or any integral multiple thereof.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Securities.  The Issuers shall pay all fees payable to the authenticating agent.  Any authenticating agent appointed hereunder shall be entitled to the benefits of Section 7.07.  Unless limited by the terms of such appointment, any authenticating agent may authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with the Issuers or an Affiliate as provided in Section 7.03.

SECTION 2.03.Registrar and Paying Agent.

The Company shall maintain an office or agency (which shall be located in the Borough of Manhattan in The City of New York) where Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency (which shall be located in the Borough of Manhattan in The City of New York and any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities are listed) where Securities may be presented for payment (“Paying Agent”) and an office or agency where notices and demands to or upon each Issuer and the Guarantors in respect of the Securities, the Guarantees and this Indenture may be served (the “Notice Agent”).  The Registrar shall keep a register of the Securities and of their transfer and exchange.  The Company may have one or more co-Registrars and one or more additional paying agents.  The term “Paying Agent” includes any additional paying agent.

The Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture.  The agreement shall implement the provisions of this Indenture that relate to such Agent and shall, if required, incorporate the provisions of the TIA.  The Company shall promptly notify the Trustee of the name and address and of any change in name and address of any such Agent and Notice Agent.  If the Company fails to maintain a Registrar or Paying Agent or Notice Agent, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with the provisions of Section 7.07; provided that the Trustee shall not be required to act as Paying Agent for Securities outside the United States, but shall be authorized to appoint such a Paying Agent for Securities outside the United States if the Company has failed to maintain such a Paying Agent, if required.

The Issuers initially appoint the Trustee as Registrar, Paying Agent and Notice Agent.  The Company shall give written notice to the Trustee in the event that the Company decides to act as Registrar or Notice Agent.

SECTION 2.04.Paying Agent To Hold Money in Trust.

The Issuers shall require each Paying Agent not a party to this Indenture to agree in writing to hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities (whether such money has been paid to it by the Issuers or any other obligor on the Securities), and the Company and the Paying Agent shall each notify the Trustee of any default by the Issuers (or any other obligor on the Securities) in making any such

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payment.  Neither the Company nor any of its Subsidiaries may act as Paying Agent.  The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed.  Upon making such payment the Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.05.Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders.  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

SECTION 2.06.Transfer and Exchange.

(a)           Transfer and Exchange of Global Securities.  (i)  Global Securities will be exchanged by the Company for Definitive Securities only in the circumstances set forth in this Section 2.06.  Upon the occurrence of any of the events specified therein, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee and the Trustee shall cause the aggregate principal amount of the applicable Global Security to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Security in the appropriate principal amount.  The Trustee shall deliver such Definitive Securities to the Persons in whose names such Securities are so registered.  Definitive Securities issued in exchange for a Book-Entry Interest pursuant to this Section 2.06(a) shall bear the legends set forth in Section 2.06(f) hereof, if applicable, and shall be subject to all restrictions on transfer contained therein to the same extent as the Global Security so exchanged.  Global Securities may also be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10.  Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security.  A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a).  Notwithstanding any other provision in this Indenture or the Securities, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security and a successor Depositary has not been appointed by the Company within 90 days of receipt by the Company of such notification or (ii) has ceased to be a clearing agency registered under the Exchange Act and a successor Depositary has not been appointed by the Company within 60 days after the Company became aware of such cessation or (B) the Company notifies the Trustee that it elects to cause the issuance of Securities in definitive form under this Indenture.

(ii)           To the extent any Definitive Securities are issued hereunder, procedures similar to those set forth in this Section 2.06 and Exhibit C will apply.

(b)           Transfer and Exchange of Book-Entry Interests.  The transfer and exchange of Book-Entry Interests shall be effected through DTC, in accordance with this Indenture and the procedures of DTC therefor.  Book-Entry Interests in Initial Global Securities shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  The Trustee shall have no obligation to ascertain DTC’s compliance with any such restrictions on transfer. 

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Transfers of Book-Entry Interests shall also require compliance with subparagraph (i) below, as well as one or more of the other following subparagraphs as applicable:

(i)            All Transfers and Exchanges of Book-Entry Interests.  In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in a Global Security to Persons who take delivery thereof in the form of a Book-Entry Interest in the same Global Security), the transferor of such Book-Entry Interest must deliver to the Registrar either (A) (1) instructions given in accordance with the Applicable Procedures from a Participant or an indirect Participant directing DTC to credit or cause to be credited a Book-Entry Interest in the specified Global Security in an amount equal to the Book-Entry Interest to be transferred or exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase and (3) instructions given by the Holder of the Global Security to effect the transfer referred to in (1) and (2) above or B (l) instructions given in accordance with the Applicable Procedures from a Participant or an indirect Participant directing DTC to cause to be issued a Definitive Security in an amount equal to the Book-Entry Interest to be transferred or exchanged and (2) instructions given by the Holder of the Global Security to effect the transfer referred to in (1) above.

(ii)           Transfer of Book-Entry Interests in the Same Initial Global Security.  Book-Entry Interests in any Initial Global Security may be transferred to Persons who take delivery thereof in the form of a Book-Entry Interest in the same Initial Global Security in accordance with the transfer restrictions set forth in Section 2.06(f) hereof; provided, however, that transfer of a Book-Entry Interest in the IAI Global Security to another Institutional Accredited Investor shall be effected pursuant to Section 2.06(b)(iii)(C) hereof, and not this Section 2.06(b)(ii).

(iii)          Transfer of Book-Entry Interests to Another Initial Global Security.  Book-Entry Interests in any Initial Global Security may be transferred to Persons who take delivery thereof in the form of a Book-Entry Interest in another Initial Global Security if the Registrar receives the following:

(A)          if the transferee will take delivery in the form of a Book-Entry Interest in the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (1) thereof;

(B)           if the transferee will take delivery in the form of a Book-Entry Interest in the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (2) thereof; and

(C)           if the transferee will take delivery in the form of a Book-Entry Interest in the IAI Global Security, then the transferor must deliver (x) a certificate in the form of Exhibit C hereto, including the certification in item (3) thereof, (y) to the extent required by item 3(d) of Exhibit C hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and (z) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 under the Securities Act or Rule 904 under the Securities Act, a certificate from the transferee in the form of Exhibit D hereto.

(iv)          Transfer and Exchange of Book-Entry Interests in Initial Global Security for Book-Entry Interests in Unrestricted Global Security.  Book-Entry Interests in any Initial Global Security may be exchanged by the holder thereof for a Book-Entry Interest in the Unrestricted

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Global Security or transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in the Unrestricted Global Security if:

(A)          such exchange or transfer is effected pursuant to the Exchange Registration Statement in accordance with the Registration Rights Agreement;

(B)           any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; and

(C)           the Registrar receives the following:

(1)           if the holder of such Book-Entry Interest in a Initial Global Security proposes to exchange such Book-Entry Interest for a Book-Entry Interest in the Unrestricted Global Security, a certificate from such holder in the form of Exhibit E hereto, including the certifications in item (1)(a) thereof;

(2)           if the holder of such Book-Entry Interest in a Initial Global Security proposes to transfer such Book-Entry Interest to a Person who shall take delivery thereof in the form of a Book-Entry Interest in the Unrestricted Global Security, a certificate in the form of Exhibit C hereto, including the certification in item (4) thereof; and

(3)           in each such case set forth in this paragraph (C), an Opinion of Counsel in form reasonably acceptable to the Company, to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in Section 2.06(f) hereof are not required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to paragraph (A) or (B) above at a time when an Unrestricted Global Security has not yet been issued, the Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of Book-Entry Interests transferred pursuant to paragraph (B) above.

(v)           Notation by the Trustee of Transfer of Book-Entry Interests Among Global Securities.  Upon satisfaction of the requirements for transfer of Book-Entry Interests pursuant to clause (iii) or (iv) above, the Trustee, as Registrar, shall reduce or cause to be reduced the aggregate principal amount of the relevant Global Security from which the Book-Entry Interest is being transferred, and increase or cause to be increased the aggregate principal amount of the Global Security to which the Book-Entry Interest is being transferred, in each case, by the principal amount of the Book-Entry Interest being transferred.  No transfer of Book-Entry Interests shall be effected until, and any transferee pursuant thereto shall succeed to the rights of a holder of Book-Entry Interests only when, the Registrar has made appropriate adjustments to the applicable Global Security in accordance with this paragraph.

(c)           Transfer or Exchange of Definitive Securities for Book-Entry Interests.

(i)            If any holder of Definitive Securities required to contain the legend set forth in Section 2.06(f) hereto proposes to exchange such Securities for a Book-Entry Interest in an Initial Global Security or to transfer such Definitive Securities to a Person who takes delivery thereof in

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the form of a Book-Entry Interest in an Initial Global Security, then, upon receipt by the Registrar of the following documentation (all of which may be submitted by facsimile):

(A)          if the holder of such Restricted Definitive Securities proposes to exchange such Securities for a Book-Entry Interest in an Initial Global Security, a certificate from such holder in the form of Exhibit E hereto, including the certifications in item 2(b) thereof;

(B)           if such Definitive Securities are being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (1) thereof;

(C)           if such Definitive Securities are being transferred to a Non-U.S. Person (as defined in Regulation S) in an offshore transaction in accordance with Rule 903 or 904 under the Securities Act, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (2) thereof;

(D)          if such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (3)(a) thereof;

(E)           if such Definitive Securities are being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (3)(d) thereof, a certificate from the transferee to the effect set forth in Exhibit D hereof and, to the extent required by item (3)(d) of Exhibit C, an Opinion of Counsel from the transferee or the transferor reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act;

(F)           if such Definitive Securities are being transferred to the Company or one of its Subsidiaries, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (3)(b) thereof; or

(G)           if such Definitive Securities are being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Definitive Securities and increase or cause to be increased the aggregate principal amount of, in the case of clause (B) above, the 144A Global Security, in the case of clause (C) above, the Regulation S Global Security, and in all other cases, the IAI Global Security.

(ii)           A holder of Definitive Securities required to contain the legend set forth in Section 2.06(f) hereof may exchange such Securities for a Book-Entry Interest in the Unrestricted Global Security or transfer such Restricted Definitive Securities to a Person who takes delivery thereof in the form of a Book-Entry Interest in the Unrestricted Global Security only:

(A)          if such exchange or transfer is effected pursuant to the Exchange Registration Statement in accordance with the Registration Rights Agreement;

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(B)           any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)           upon receipt by the Registrar of the following documentation (all of which may be submitted by facsimile):

(1)           if the holder of such Definitive Securities proposes to exchange such Securities for a Book-Entry Interest in the Unrestricted Global Security, a certificate from such holder in the form of Exhibit E hereto, including the certifications in item 1(c) thereof;

(2)           if the holder of such Definitive Securities proposes to transfer such Securities to a Person who shall take delivery thereof in the form of a Book-Entry Interest in the Unrestricted Global Security, a certificate in the form of Exhibit C hereto, including the certifications in item (4) thereof; and

(3)           in each such case set forth in this paragraph (C), an Opinion of Counsel in form reasonably acceptable to the Company, to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in Section 2.06(f) hereof are not required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to paragraph (A) or (B) above at a time when an Unrestricted Global Security has not yet been issued, the Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of Definitive Securities transferred pursuant to paragraph (B) above.

(d)           Transfer and Exchange of Securities.  When Securities are presented by a Holder to the Registrar with a request to register the transfer of the Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the Securities are presented or surrendered for registration of transfer or exchange and are endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney duly authorized in writing and upon receipt of such certificates and Opinions of Counsel as shall be necessary to evidence compliance with the restrictions on transfer contained in Section 2.06(f) hereto and this Indenture.

(e)           Exchange Offer.  Upon the occurrence of the Exchange Offer (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the Book-Entry Interests tendered for acceptance by Persons participating therein.  Concurrently with the issuance of such Securities, the Trustee shall cause the aggregate principal amount of the applicable Initial Global Securities to be reduced accordingly.

(f)            Legends.  Each Initial Global Security and each Restricted Definitive Security shall bear the legend (the “Securities Act Legend”) in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY

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NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE INITIAL ISSUANCE OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER ORIGINAL ISSUANCE OF THIS NOTE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE TRANSFER CERTIFICATE RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE.  AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.  THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.”

(g)           Global Security Legend.  Each Global Security shall bear a legend in substantially the following form:

“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PARTY MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY

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OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.”

(h)           Cancellation and/or Adjustment of Global Securities.  At such time as all Book-Entry Interests have been exchanged for Definitive Securities, all Global Securities shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any Book-Entry Interest is exchanged for an interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security, by the Trustee to reflect such reduction.

(i)            General Provisions Relating to All Transfers and Exchanges.

(i)            To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Securities upon a written order signed by an Officer of each Issuer or at the Registrar’s request.

(ii)           No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.05, 4.14 and 10.05 hereof).

(iii)          All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

(iv)          The Issuers shall not be required (A) to issue, to register the transfer of or to exchange Securities during a period beginning at the opening of business 15 days before the day of any selection of Securities for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (C) to register the transfer of or to exchange a Security between a record date and the next succeeding Interest Payment Date.

(v)           Prior to due presentment for the registration of a transfer of any Security, the Trustee, any Agent and the Issuers (subject to paragraph 2 of the forms of Security) may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vi)          The Trustee shall authenticate Global Securities and Definitive Securities in accordance with the provisions of Section 2.02 hereof.

SECTION 2.07.Replacement Securities.

If a mutilated Security is surrendered to the Registrar or the Trustee, or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee shall authenticate a replacement Security if the Trustee’s requirements are met.  An indemnity bond in an amount sufficient in the judgment of the Issuers, the Registrar and the Trustee to protect the Issuers, the Registrar, the Trustee or any Agent from any loss which any of them may suffer if a Security

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is replaced may be required by the Trustee, the Registrar or the Company.  The Issuers and the Trustee each may charge such Holder for their expenses in replacing such Security.

Every replacement Security is an obligation of the Issuers.  The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, lost, destroyed or wrongfully taken Securities.

SECTION 2.08.Outstanding Securities.

Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation and those described in this Section as not outstanding.  A Security does not cease to be outstanding because an Issuer or one of its Affiliates holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

If the Paying Agent holds on a redemption date, Purchase Date or Maturity Date money sufficient to pay the principal of, and interest on Securities payable on that date, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.Treasury Securities.

In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by any Issuer, the Guarantors or any of their respective Affiliates shall be disregarded, except that for purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities that the Trustee actually knows are so owned shall be so disregarded.

The Trustee may require an Officers’ Certificate listing Securities owned by any Issuer, the Guarantors or any of their respective Affiliates.

SECTION 2.10.Temporary Securities.

Until definitive Definitive Securities are ready for delivery, the Issuers may prepare and the Trustee shall authenticate temporary Securities.  Temporary Securities shall be substantially in the form of definitive Definitive Securities but may have variations that the Issuers consider appropriate for temporary Securities.  Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Definitive Securities in exchange for temporary Securities.  Until such exchange, temporary Securities shall be entitled to the same rights, benefits and privileges as Definitive Securities.

SECTION 2.11.Cancellation.

The Issuers at any time may deliver Securities to the Trustee for cancellation.  The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment.  The Trustee and no one else shall cancel all Securities surrendered for transfer, exchange, payment or cancellation.  The Issuers may not issue new Securities to replace, or reissue or resell, Securities which the Issuers have redeemed, paid, purchased on the open market or otherwise, or otherwise acquired or which have been delivered to the Trustee for cancellation.  The Trustee (subject to the record-retention requirements of the Exchange Act) may, but shall not be required to, destroy cancelled Securities.

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SECTION 2.12.Defaulted Interest.

If the Issuers default in a payment of interest on Securities, they shall pay the defaulted interest, plus any interest payable on the defaulted interest pursuant to Section 4.01 hereof, to the Persons who are Holders of Securities on a subsequent special record date, and such term, as used in this Section 2.12 with respect to the payment of any defaulted interest, shall mean the fifteenth day next preceding the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day.  At least 15 days before such special record date, the Company shall mail to Holders of the Securities and the Trustee, a notice that states such special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.13.CUSIP or ISIN Number.

The Issuers in issuing the Securities may use a “CUSIP” or “ISIN” number, and if so, such CUSIP or ISIN number shall be included in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number printed in the notice or on the Securities, and that reliance may be placed only on the other identification numbers printed on the Securities.  The Company will promptly notify the Trustee of any change in the CUSIP or ISIN number.

SECTION 2.14.Deposit of Moneys.

On each Interest Payment Date and Maturity Date and on any Business Day immediately following any acceleration of the Securities pursuant to Section 6.02, the Issuers shall deposit with the Paying Agent in immediately available funds money (in United States dollars) sufficient to make cash payments, if any, due on such Interest Payment Date, Maturity Date or Business Day, as the case may be, in a timely manner which permits the Trustee to remit payment to the Holders on such Interest Payment Date, Maturity Date or Business Day, as the case may be.

SECTION 2.15.Payments of Interest.

The Holder of a Security at the close of business on the Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest and Additional Interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Security subsequent to the Regular Record Date and prior to such Interest Payment Date, except if and to the extent the Issuers shall default in the payment of the interest or Additional interest due on such Interest Payment Date, in which case such defaulted interest and Additional Interest, if any, shall be paid in accordance with Section 2.12; provided that, in the event of an exchange of a Definitive Security for a beneficial interest in any Global Security subsequent to a Regular Record Date or any special record date and prior to or on the related Interest Payment Date or other payment date under Section 2.12, any payment of the interest and Additional Interest payable on such payment date with respect to any such Definitive Security shall be made to the Person in whose name such Definitive Security was registered on such record date; provided further that, in the event of an exchange of all or a portion of a Global Security for Definitive Securities subsequent to the Regular Record Date or any special record date and prior to or on the related Interest Payment Date or other payment date under Section 2.12, any payment of interest or Additional Interest payable on such Interest Payment Date or other payment date with respect to the Definitive Security shall be made to the Holder of the Global Security as of such date.

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ARTICLE THREE

REDEMPTION

SECTION 3.01.Notices to Trustee.

If the Issuers want to redeem Securities pursuant to paragraph 6 or 7 of the Securities at the applicable redemption price set forth thereon, they shall notify the Trustee and Paying Agent in writing of the redemption date and the principal amount of Securities to be redeemed.

The Company shall give the notice provided for in this Section 3.01 at least 45 days before the redemption date (unless a shorter notice shall be agreed to by the Trustee in writing), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.

SECTION 3.02.Selection of Securities To Be Redeemed.

If less than all of the Securities are to be redeemed pursuant to paragraph 6 thereof, the Trustee shall select the Securities to be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair.  The Trustee shall make the selection from the Securities then outstanding, subject to redemption and not previously called for redemption.  The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Securities that have denominations larger than $1,000.  Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

SECTION 3.03.Notice of Redemption.

At least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first class mail to each Holder whose Securities are to be redeemed and the Trustee and any Paying Agent.  The Issuers shall also comply with any notice requirements of the stock exchange or exchanges on which the Securities are then listed.  A copy of such notice shall be mailed to the Trustee on the same day the notice is mailed to Holders of Securities.

The notice shall identify the Securities to be redeemed and shall state:

(1)           the redemption date;

(2)           the redemption price, or if not then ascertainable, the manner of calculation thereof;

(3)           the CUSIP or ISIN number, if any;

(4)           the name and address of the Paying Agent to which the Securities are to be surrendered for redemption;

(5)           that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price and accrued interest, if any;

(6)           that, unless the Issuers default in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the redemption date and the only remaining

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right of the Holders is to receive payment of the redemption price upon surrender to the Paying Agent; and

(7)           if any Global Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the redemption date, upon surrender of such Global Security, the Global Security with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unredeemed portion, will be returned;

(8)           if any Definitive Security is being redeemed in part, the portion of the principal amount of such Definitive Security to be redeemed and that, after the redemption date, upon surrender of such Definitive Security, a new Definitive Security or Definitive Securities in principal amount equal to the unredeemed portion thereof will be issued.

On Company Request, the Trustee shall give the notice of redemption on behalf of the Issuers, in the names of the Issuers and at the Issuers’ expense.

SECTION 3.04.Effect of Notice of Redemption.

Once a notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price.  Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price, plus accrued interest thereon to the redemption date, but, interest installments whose maturity is on or prior to such redemption date shall be payable to the Holders of record at the close of business on the relevant record dates referred to in the Securities.

SECTION 3.05.Deposit of Redemption Price.

At least one Business Day before the redemption date, the Issuers shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers to the Trustee for cancellation.

SECTION 3.06.Securities Redeemed in Part.

Upon surrender of a Definitive Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Definitive Security equal in principal amount to the unredeemed portion of the Definitive Security surrendered.  Upon surrender of a Global Security that is redeemed in part, the Paying Agent shall forward such Global Security to the Trustee who shall make a notation on Schedule A thereof to reduce the principal amount of such Global Security to an amount equal to the unredeemed portion of the Global Security surrendered.

SECTION 3.07.Right of Redemption.

(a)           The Securities may be redeemed, in whole or in part, at any time prior to August 15, 2007, at the option of the Company at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date.

(b)           At any time on or after August 15, 2007, the Securities will be subject to redemption, at the option of the Company, in whole or in part, at the following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest and Additional Interest, if

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any, to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning on August 15 of the years indicated:

Year	Optional Redemption Price
2007	104.250
2008	102.125
2009 and thereafter	100.000

(c)           Prior to August 15, 2006, the Company may redeem up to 35% of the aggregate principal amount of the Securities with the net cash proceeds received by the Company from one or more public offerings of Capital Stock of the Company (other than Disqualified Stock), at a redemption price (expressed as a percentage of the principal amount) of 108.5% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for redemption; provided, however, that (1) at least 65% of the aggregate principal amount of the Securities remains outstanding immediately after any such redemption (excluding any Securities owned by the Company or any of its Affiliates) and (2) the redemption occurs within 120 days of the date of the closing of the public equity offering.

(d)           Securities may be redeemed, at the option of the Issuers, as a whole, but not in part (limited to Securities with respect to which payment of an Additional Amount is or may be required), at any time, at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest and Additional Interest, if any, to the date fixed for redemption and any Additional Amounts payable with respect thereto, if the Issuers determine and certify to the Trustee immediately prior to the giving of such notice that (i) they have or will become obligated to pay Additional Amounts in respect of such Securities as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of The Netherlands or any relevant jurisdiction or any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) which change, amendment, application or interpretation become effective on or after the Issue Date and (ii) such obligation cannot be avoided by the Issuers taking reasonable measures available to them, provided, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Issuers would be obligated to pay such Additional Amounts if a payment in respect of such Securities was then due.  Prior to the giving of any notice of redemption described in this paragraph, the Issuers shall deliver to the Trustee (a) a certificate signed by two Officers of the Company stating the matters set forth in clause (i) above and that the obligation to pay Additional Amounts cannot be avoided by the Issuers taking reasonable measures available to them and (b) a written opinion of independent legal counsel to the Issuers to the effect that the Issuers have become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Issuers cannot avoid payment of such Additional Amounts by taking reasonable measures available to them.

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ARTICLE FOUR

COVENANTS

SECTION 4.01.Payment of Securities.

The Issuers shall pay the principal of and interest on the Securities in the manner provided in the Securities, such obligation to be joint and several.  An installment of principal or interest shall be considered paid on the date due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay the installment in full and is not prohibited from paying such money to the Holders of the Securities pursuant to the terms of this Indenture.

The Issuers shall pay interest on overdue principal at the same rate per annum borne by the Securities.  The Issuers shall pay interest on overdue installments of interest at the same rate per annum borne by the Securities, to the extent lawful.

SECTION 4.02.Maintenance of Office or Agency.

The Company shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.  The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 13.02.

The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes.  The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Trustee as one such office or agency of the Company.

SECTION 4.03.Limitation on Transactions with Affiliates and Related Persons.

None of the Issuers nor any of their Restricted Subsidiaries will enter into directly or indirectly any transaction with any of their respective Affiliates or Related Persons (other than the Issuers or a Restricted Subsidiary of an Issuer), including, without limitation, the purchase, sale, lease or exchange of property, the rendering of any service, or the making of any guarantee, loan, advance or Investment, either directly or indirectly, involving aggregate consideration in excess of $2.0 million unless (i) a majority of the disinterested directors of the Board of Directors of the Company determines, in its good faith judgment evidenced by a resolution of such Board of Directors filed with the Trustee, that the terms of such transactions are at least as favorable as the terms that could be obtained by such Issuer or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis between unaffiliated parties; provided, however, that if the aggregate consideration is in excess of $10.0 million the Company shall also obtain, prior to the consummation of the transaction, the favorable opinion

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as to the fairness of the transaction to such Issuer or Restricted Subsidiary from a financial point of view from an independent financial advisor; and (ii) such transaction is, in the opinion of a majority of the disinterested directors of the Board of Directors of the Company evidenced by a resolution of such Board of Directors filed with the Trustee, on terms no less favorable to such Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with an entity that is not an Affiliate or a Related Person.

The provisions of this Section 4.03 shall not apply to

(i)            transactions permitted by the provisions of Section 4.06;

(ii)           payment of reasonable fees, compensation or employee benefit arrangements to, and indemnity provided on behalf of, officers, directors and employees of the Company and its Subsidiaries as determined in good faith by the Board of Directors of the Company;

(iii)          loans, payments or advances to employees in the ordinary course of business which are approved in good faith by the Board of Directors of the Company;

(iv)          the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stock purchase agreement or stockholder agreement (including any registration rights agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter;

(v)           the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of that certain advisory agreement dated as of April 15, 2003 between the Company and CVC Management LLC as in effect on the Issue Date;

(vi)          the payments by the Company or any of its Restricted Subsidiaries to the Principals or any of their Affiliates made for any financial advisory, financing, lending, underwriting or placement services or in respect of other investment banking activities, provided that the terms of such transaction are at least as favorable as the terms that could be obtained by the Company or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis between unaffiliated parties and that are approved in good faith by a majority of the members of the Board of Directors; and

(vii)         if otherwise permitted hereunder, the issuance of Capital Stock (other than Disqualified Stock) or the issuance or exercise of options to acquire Capital Stock (other than Disqualified Stock) of the Company or any of its Restricted Subsidiaries to any Affiliate, officer, director or employee of the Company or any of its Restricted Subsidiaries.

SECTION 4.04.Limitation on Indebtedness.

None of the Issuers nor any of their Restricted Subsidiaries will, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness), except:

(i)            Indebtedness (including Acquired Indebtedness) of the Issuers or any of their Restricted Subsidiaries, if immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the net proceeds thereof, the Consolidated Cash Flow Ratio of the Company for the four full fiscal quarters for which quarterly or annual financial statements are available next preceding the Incurrence of such Indebtedness, calculated on a pro forma basis in accordance with Article 11 of Regulation S-X under the Securities Act of 1933 or any successor

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provision as if such Indebtedness had been Incurred on the first day of such four full fiscal quarters, would be greater than 2.00 to 1.00;

(ii)           Indebtedness of the Company and any Restricted Subsidiary under the Credit Agreement in an aggregate amount at any time outstanding not to exceed $150.0 million;

(iii)          Indebtedness owed by the Company to any direct or indirect Wholly Owned Subsidiary of the Company or Indebtedness owed by a direct or indirect Restricted Subsidiary of the Company to the Company or a direct or indirect Wholly Owned Subsidiary of the Company; provided, however, upon either (I) the transfer or other disposition by such direct or indirect Wholly Owned Subsidiary or the Company of any Indebtedness so permitted under this clause (iii) to a Person other than the Company or another direct or indirect Wholly Owned Subsidiary of the Company or (II) the issuance (other than directors’ qualifying shares), sale, transfer or other disposition of shares of Capital Stock or other ownership interests (including by consolidation or merger) of such direct or indirect Wholly Owned Subsidiary to a Person other than the Company or another such Wholly Owned Subsidiary of the Company, the provisions of this clause (iii) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of any such issuance, sale, transfer or other disposition, as the case may be;

(iv)          Indebtedness of any of the Issuers or any Restricted Subsidiary under any Hedging Obligation to the extent entered into to hedge any other Indebtedness permitted under this Indenture (including the Securities) or otherwise in the ordinary course of business, consistent with past practice and not for speculation;

(v)           Indebtedness Incurred to renew, extend, refinance or refund (collectively for purposes of this clause (v) to “refund”) any Indebtedness outstanding on the Issue Date, any Indebtedness Incurred under the prior clause (i) above or this clause (v) or the Securities and the Guarantees; provided, however, that (I) such Indebtedness does not exceed the principal amount (or accrued amount, if less) of Indebtedness so refunded (plus unused commitments under revolving credit facilities) plus the amount of any premium required to be paid in connection with such refunding pursuant to the terms of the Indebtedness refunded or the amount of any premium reasonably determined by the issuer of such Indebtedness as necessary to accomplish such refunding by means of a tender offer, exchange offer, or privately negotiated repurchase, plus the expenses of such issuer reasonably incurred in connection therewith and (II) in the case of any refunding of Indebtedness that is pari passu with the Securities, (A) such refunding Indebtedness is made pari passu with or subordinate in right of payment to the Securities, and, in the case of any refunding of Indebtedness that is subordinate in right of payment to the Securities, such refunding Indebtedness is subordinate in right of payment to the Securities on terms no less favorable to the holders of the Securities than those contained in the Indebtedness being refunded, (B) the refunding Indebtedness by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, does not have an Average Life that is less than the remaining Average Life of the Indebtedness being refunded and does not permit redemption or other retirement (including pursuant to any required offer to purchase to be made by the Company or a Restricted Subsidiary of the Company) of such Indebtedness at the option of the holder thereof prior to the final stated maturity of the Indebtedness being refunded, other than a redemption or other retirement at the option of the holder of such Indebtedness (including pursuant to a required offer to purchase made by the Company or a Restricted Subsidiary of the Company) which is conditioned upon a change of control of the Company pursuant to provisions substantially similar to those contained under Section 4.14 and (C) any Indebtedness Incurred to refund any other Indebtedness is Incurred by the obligor on the Indebtedness being refunded or by the Company;

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(vi)          commodity agreements of the Issuers or any of their Restricted Subsidiaries to the extent entered into to protect the Company and its Restricted Subsidiaries from fluctuations in the prices of raw materials used in their businesses;

(vii)         Indebtedness of the Issuers under the Securities issued on the Issue Date (including any notes exchanged therefor in accordance with the terms of the Indenture) and Indebtedness of any Guarantor under any Guarantee;

(viii)        Indebtedness outstanding on the Issue Date;

(ix)           Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount outstanding not to exceed 5.0% of Tangible Assets at any time (which amount may, but need not, be incurred in whole or in part under the Credit Agreement), provided that the principal amount of such Indebtedness does not exceed the fair market value of such property or equipment;

(x)            Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims or self-insurance, or other Indebtedness with respect to bankers’ acceptances or reimbursement type obligations regarding workers’ compensation claims or self-insurance, and obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary of the Company in the ordinary course of business;

(xi)           Guarantees by the Issuers or their Restricted Subsidiaries of Indebtedness otherwise permitted to be Incurred hereunder;

(xii)          the Incurrence by an Issuer or any Restricted Subsidiary of Indebtedness to the extent the net proceeds thereof are promptly deposited to defease the Securities as described under Article Nine;

(xiii)         Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five business days of Incurrence; and

(xiv)        Indebtedness of the Issuers or their Restricted Subsidiaries, not otherwise permitted to be Incurred pursuant to clauses (i) through (v) above, which, together with any other outstanding Indebtedness Incurred pursuant to this clause (xiv), has an aggregate principal amount not in excess of $25.0 million at any time outstanding, which Indebtedness may, but need not, be incurred in whole or in part under the Credit Agreement.

For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (i) through (xiv) above, the Company shall, in its sole discretion, classify such item of Indebtedness and may divide and classify, and reclassify from time to time, such Indebtedness in more than one of the types of Indebtedness described.  Accrual of interest, accretion or amortization of original issue discount or the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.04; provided,

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however, in each such case, that the amount thereof is included in fixed charges of the Company as accrued.

Notwithstanding any other provision of this Section 4.04, the maximum amount of Indebtedness that may be Incurred pursuant to this Section 4.04 will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

SECTION 4.05.Limitation on Certain Asset Dispositions.

(a)           None of the Issuers nor any of their Restricted Subsidiaries will, directly or indirectly, make one or more Asset Dispositions unless:  (i) such Issuer or such Restricted Subsidiary, as the case may be, receives consideration for such Asset Disposition at least equal to the fair market value of the assets sold or disposed of as determined by the Board of Directors of the Company in good faith and evidenced by a resolution of such Board of Directors filed with the Trustee; (ii) except in the case of a Permitted Asset Swap, not less than 75% of the consideration for the disposition consists of cash or readily marketable cash equivalents equivalents (including securities, notes or other obligations received by the Issuers or any Restricted Subsidiary that are converted to cash, to the extent of the cash received in such conversion, within 180 days of receipt by the Issuers or any Restricted Subsidiary) or the assumption of Indebtedness (other than non-recourse Indebtedness or any Subordinated Indebtedness) of such Issuer or such Restricted Subsidiary or other obligations relating to such assets (and release of such Issuer or such Restricted Subsidiary from all liability on the Indebtedness or other obligations assumed); and (iii) all Net Available Proceeds, less any amounts invested within 360 days of such Asset Disposition in assets related to the business of the Company (including the Capital Stock of another Person (other than the Issuers, or any Person that is a Restricted Subsidiary of the Issuers immediately prior to such investment); provided, however, that immediately after giving effect to any such investment (and not prior thereto) such Person shall be a Restricted Subsidiary of the Company), are applied, on or prior to the 360th day after such Asset Disposition, to the permanent reduction and prepayment of any Senior Debt or Guarantor Senior Debt or the 1996 Notes or, to the extent such Net Available Proceeds relate to Asset Dispositions by Foreign Subsidiaries, Indebtedness of Foreign Subsidiaries, then outstanding (in each case, including a permanent reduction of commitments in respect thereof) and, after all Senior Debt and Guarantor Senior Debt and 1996 Notes and, to the extent applicable, Indebtedness of the applicable Foreign Subsidiaries have been repaid in full or any required waivers thereof have been obtained, to an Offer to Purchase.

Any Net Available Proceeds from any Asset Disposition that is subject to the immediately preceding sentence that are not applied to repay Senior Debt, Guarantor Senior Debt, the 1996 Notes and/or Indebtedness of Foreign Subsidiaries shall be invested as provided in clause (iii) of the immediately preceding sentence, or used to make an Offer to Purchase outstanding Securities (and, to the extent required thereby, Indebtedness ranking pari passu with the Securities) at a purchase price in cash equal to 100% of their principal amount plus accrued interest to the Purchase Date.

Any remaining Net Available Proceeds following the completion of the required Offer to Purchase may be used by the Issuers for any other purpose (subject to the other provisions of this Indenture) and the amount of Net Available Proceeds then required to be otherwise applied in accordance with this Section shall be reset to zero, subject to any subsequent Asset Disposition.

In the event that the Issuers make an Offer to Purchase the Securities, the Issuers shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-l under, the Exchange Act.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.05, the Company shall comply with the

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applicable securities laws and regulations and shall not be deemed to have breached its obligations under the covenant described hereunder by virtue thereof.

(b)           Either Issuer will mail the offer for an Offer to Purchase required pursuant to Section 4.05(a) not more than 365 days after consummation of the Asset Disposition resulting in the Offer to Purchase; provided, however, that the Issuers may defer making any Offer to Purchase outstanding Securities (and, to the extent required thereby, Indebtedness ranking pari passu with the Securities) until there are aggregate unutilized Net Available Proceeds from Asset Dispositions otherwise subject to the first two sentences of Section 4.05(a) equal to or in excess of $10.0 million (at which time the entire unutilized Net Available Proceeds from Asset Dispositions otherwise subject to the first two sentences of Section 4.05(a), and not just the amount in excess of $10.0 million, shall be applied as required pursuant to the first paragraph of Section 4.05(a)).  Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an integral multiple of $1,000 principal amount and subject to any proration of the Offer among tendering Holders if the aggregate amount of Securities tendered exceeds the Net Available Proceeds.

(c)           Not later than the date of the Offer with respect to an Offer to Purchase pursuant to this Section 4.05, the Issuer making the Offer shall deliver to the Trustee an Officers’ Certificate as to the Purchase Amount and as to compliance with all conditions precedent to such Offer contained herein.

On or prior to the Purchase Date specified in the Offer to Purchase, the Issuer making the Offer shall (i) accept for payment (on a pro rata basis, if necessary) Securities or portions thereof validly tendered pursuant to this Offer, (ii) deposit with the Paying Agent money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee for cancellation all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment by such Issuer.  The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall (i) promptly authenticate and mail or deliver to each Holder of Definitive Securities a new Definitive Security or Definitive Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder and (ii) in the case of a Global Security, reduce the principal amount of such Global Security to an amount equal to the unpurchased portion of such Global Security surrendered.  Any Security not accepted for payment shall be promptly mailed or delivered by the Company to the Holder thereof.  The Company shall publicly announce the results of the offer on or as soon as practicable after the Purchase Date.

(d)           Notwithstanding the foregoing, this Section 4.05 shall not apply to any Asset Disposition consummated in compliance with the provisions of Section 5.01.

SECTION 4.06.Limitation on Restricted Payments.

(a)           None of the Issuers nor any of their Restricted Subsidiaries will, directly or indirectly:

(i)            declare or pay any dividend, or make any distribution of any kind or character (whether in cash, property or securities), in respect of any class of the Capital Stock of the Company or any of its Restricted Subsidiaries or to the holders thereof, excluding any (x) dividends or distributions payable solely in shares of Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to acquire Capital Stock of the Company (other than Disqualified Stock), or (y) in the case of any Issuer or any Restricted Subsidiary of the Company,

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dividends or distributions payable to the Company (or to a director of a Foreign Subsidiary on account of his or her qualifying shares) or a Restricted Subsidiary,

(ii)           purchase, redeem or otherwise acquire or retire for value shares of Capital Stock of the Company or any of its Restricted Subsidiaries, any options, warrants or rights to purchase or acquire shares of Capital Stock of the Company or any of its Restricted Subsidiaries or any securities convertible or exchangeable into shares of Capital Stock of the Company or any of its Restricted Subsidiaries, excluding any such shares of Capital Stock, options, warrants, rights or securities which are owned by the Company or a Restricted Subsidiary of the Company,

(iii)          make any investment in (other than a Permitted Investment), or payment on a guarantee of any obligation of, any Person, other than the Company or a direct or indirect Wholly Owned Subsidiary of the Company or, in the case of the Credit Agreement, other than any guarantee by a Restricted Subsidiary of Obligations under the Credit Agreement, or

(iv)          redeem, defease, repurchase, retire or otherwise acquire or retire for value, prior to any scheduled maturity, repayment or sinking fund payment, Subordinated Indebtedness

(each of the transactions described in clauses (i) through (iv) (other than any exception to any such clause) being a “Restricted Payment”) if at the time thereof:

(1)           a Default or an Event of Default, shall have occurred and be continuing,

(2)           upon giving effect to such Restricted Payment, the Issuers could not incur at least $1.00 of additional Indebtedness pursuant to clause (i) of Section 4.04, or

(3)           upon giving effect to such Restricted Payment, the aggregate of all Restricted Payments made on or after the Issue Date (excluding any Restricted Payment made pursuant to subclauses (ii), (iii), (iv), (v), (viii), (x) and (xi) of Section 4.06(b)) exceeds the sum of:

(a)           50% of cumulative Consolidated Net Income of the Company (or, in the case cumulative Consolidated Net Income of the Company shall be negative, less 100% of such deficit) since the end of the fiscal quarter in which the Issue Date occurs through the last day of the fiscal quarter for which financial statements are available (treated as a single accounting period); plus

(b)           100% of the aggregate net proceeds received after the Issue Date, including the fair market value of property other than cash (determined in good faith by the Board of Directors of the Company as evidenced by a resolution of such Board of Directors filed with the Trustee), from the issuance of, or equity contribution with respect to, Capital Stock (other than Disqualified Stock) of the Company and warrants, rights or options on Capital Stock (other than Disqualified Stock) of the Company (other than in respect of any such issuance to a Restricted Subsidiary of the Company) and the principal amount of indebtedness of the Company or any of its Restricted Subsidiaries that has been converted into or exchanged for Capital Stock of the Company which Indebtedness was Incurred after the Issue Date; plus

(c)           100% of the aggregate after-tax net proceeds, including the fair market value of property other than cash (determined in good faith by the Board of Directors of the Company as evidence by a resolution or such Board of Directors filed with the Trustee), of the sale or other disposition of any investment constituting a Restricted Payment

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made after the Issue Date; provided that any gain on the sale or disposition included in such after-tax net proceeds shall not be included in determining Consolidated Net Income for purposes of clause (a) above.

(b)           The foregoing provision will not prohibit:

(i)            the payment of any dividend on any class of Capital Stock of the Company or any of its Restricted Subsidiaries paid within 60 days after the declaration thereof if, on the date when the dividend was declared, the Company or such Restricted Subsidiary, as the case may be, could have paid such dividend in accordance with the provisions of this Indenture,

(ii)           the renewal, extension, refunding or refinancing of any indebtedness otherwise permitted pursuant to clause (v) of Section 4.04,

(iii)          the exchange or conversion of any indebtedness of the issuers or any of their Restricted Subsidiaries for or into Capital Stock of the Company (other than Disqualified Stock),

(iv)          so long as no Default or Event of Default has occurred and is continuing, any investment made with the proceeds of a substantially concurrent sale of Capital Stock of the Company (other than Disqualified Stock); provided, however, that the proceeds of such sale of Capital Stock shall not be (and have not been) included in subclause (b) of clause (3) of Section 4.04(a),

(v)           the redemption, repurchase, retirement or other acquisition of any Capital Stock of the Company in exchange for or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of Capital Stock of the Company (other than Disqualified Stock); provided, however, that the proceeds of such sale of Capital Stock shall not be (and have not been) included in subclause (b) of clause (3) of Section 4.04(a),

(vi)          the repurchase of Capital Stock at no more than its fair market value (determined in good faith by the Board of Directors of the Company as evidenced by a resolution of such Board of Directors filed with the Trustee) from present or former Management Investors in an amount not in excess of $2.0 million in any one calendar year (with unused amounts in any calendar year being carried over to the next succeeding calendar year up to a maximum of $4.0 million in any one calendar year),

(vii)         payments in lieu of fractional shares in an amount not in excess of $100,000 in the aggregate,

(viii)        repurchases of Common Stock which may be deemed to occur on stock for stock exercises of options,

(ix)           Investments in Persons which engage in a Permitted Business in an amount in the aggregate not to exceed 7.5% of Tangible Assets of the Company,

(x)            the payment of dividends to, and/or the repurchase of Capital Stock from one or more of, the stockholders of the Company in an aggregate amount not to exceed $70.0 million; provided, however, that at the time of, and on a pro forma basis after giving effect to, any such Restricted Payment and the incurrence of any Indebtedness in connection therewith, the ratio of total consolidated Indebtedness of the Company and its Restricted Subsidiaries as of the most recent date for which financial statements are available to Consolidated Cash Flow Available for

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Fixed Charges as of the four quarter period ending on such date is less than or equal to 3.75 to 1.00 and

(xi)           to the extent permitted pursuant to Section 4.03, payments under the terms of that certain advisory agreement dated as of April 15, 2003 between the Company and CVC Management as in effect on the Issue Date.

Each Restricted Payment described in clauses (i) (to the extent not already taken into account for purposes of computing the aggregate amount of all Restricted Payments pursuant to clause (3) above), (vi), (vii) and (ix) of Section 4.06(b) shall be taken into account for purposes of computing the aggregate amount of all Restricted Payments pursuant to clause (3) of Section 4.06(a).

For purposes of this Section 4.06, (i) an “Investment” shall be deemed to have been made at the time any Restricted Subsidiary is designated as an Unrestricted Subsidiary in an amount (proportionate to the Company’s equity interest in such Subsidiary) equal to the net worth of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated as an Unrestricted Subsidiary; (ii) at any date the aggregate of all Restricted Payments made as Investments since the Issue Date shall exclude and be reduced by an amount (proportionate to the Company’s equity interest in such Subsidiary) equal to the net worth of an Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary, not to exceed, in the case of any such redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the amount of Investments previously made by the Company and the Restricted Subsidiaries in such Unrestricted Subsidiary (in each case (i) and (ii) “net worth” to be calculated based upon the fair market value of the assets of such Subsidiary as of any such date of designation); and (iii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.

For purposes of determining compliance with this Section 4.06, in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in clause (3) of Section 4.06(a) or clauses (i) through (xi) of Section 4.06(b), the Company shall, in its sole discretion, classify such Restricted Payment and may divide and classify, and reclassify from time to time, such Restricted Payment in more than one of the types of Restricted Payments described.

SECTION 4.07.Corporate Existence.

Subject to Article Five, each of the Issuers shall do or shall cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership or other existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents of each such Restricted Subsidiary and the rights (charter and statutory) and material franchises of the Issuers and their respective Restricted Subsidiaries; provided, however, that the Issuers shall not be required to preserve any such right or franchise, or the corporate existence of any Restricted Subsidiary (other than an Issuer), if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not, and will not be, adverse in any material respect to the Holders; provided, further, however, that a determination of the Board of Directors of the Company shall not be required in the event of a merger of one or more Wholly-Owned Subsidiaries of the Company with or into another Wholly-Owned Subsidiary of the Company or another Person, if the surviving Person is a Wholly-Owned Subsidiary of the Company organized under the laws of the jurisdiction of incorporation of such predecessor Wholly-Owned Subsidiary or the United States or a State thereof or of the District of Columbia.

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SECTION 4.08.Payment of Taxes and Other Claims.

The Issuers shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and governmental charges levied or imposed upon any of the Issuers or any of their Subsidiaries or upon the income, profits or property of any of the Issuers or any of their Subsidiaries and (2) all lawful claims for labor, materials and supplies which, in each case, if unpaid, might by law become a material liability, or Lien upon the property, of any of the Issuers or any of their Subsidiaries; provided, however, that none of the Issuers shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate provision has been made.

SECTION 4.09.Notice of Defaults.

(1)           In the event that any Indebtedness of any of the Issuers or any of their Subsidiaries is declared due and payable before its maturity because of the occurrence of any default (or any event which, with notice or lapse of time, or both, would constitute such a default) under such Indebtedness, the Company shall promptly give written notice to the Trustee of such declaration, the status of such default or event and what action the Company is taking or proposes to take with respect thereto.

(2)           Upon becoming aware of any Default or Event of Default, the Company shall promptly deliver an Officers’ Certificate to the Trustee specifying the Default or Event of Default.

SECTION 4.10.Maintenance of Properties.

Each of the Issuers and each of their Restricted Subsidiaries shall cause all material properties owned by or leased to it and used or useful in the conduct of its business to be maintained and kept in normal condition, repair and working order and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of such Issuer or such Restricted Subsidiary may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent any of the Issuers or any of their Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the board of directors of the Subsidiary concerned, or of an officer (or other agent employed by the Company or of any of its Subsidiaries) of the Company or such Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any of its Subsidiaries, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

SECTION 4.11.Compliance Certificate.

Each of the Issuers shall deliver to the Trustee within 55 days after the end of each of the first three fiscal quarters of such Issuer and within 100 days after the close of each fiscal year a certificate signed by the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of such Issuer has been made under the supervision of the signing officer with a view to determining whether a Default or Event of Default has occurred and whether or not the signer knows of any Default or Event of Default by such Issuer that occurred during such fiscal quarter or fiscal year.  If the signer does know of such a Default or Event of Default, the certificate shall describe all such Defaults or Events of Default, their status and the action such Issuer is taking or proposes to take

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with respect thereto.  The first certificate to be delivered by each Issuer pursuant to this Section 4.11 shall be for the fiscal quarter ending September 30, 2003.

SECTION 4.12.Reports.

Whether or not required by the SEC, so long as any Securities are outstanding, the Issuers will furnish to the Securityholders, within the time periods specified in the SEC’s rules and regulations:

(1)           all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file these forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2)           all current reports that would be required to be filed with the SEC on Form 8-K if the Issuers were required to file these reports.

In addition, whether or not required by the SEC, the Issuers will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept the filing) and make the information available to prospective investors upon request.  The Issuers and the Guarantors have agreed that, for so long as any Securities remain outstanding, the Issuers will furnish to the Securityholders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.  The Company will also comply with Section 314(a) of the TIA.

SECTION 4.13.Waiver of Stay, Extension or Usury Laws.

Each Issuer and the Guarantor covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive such Issuer or the Guarantor from paying all or any portion of the principal of and/or interest on the Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) each Issuer and the Guarantor hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 4.14.Change of Control.

(a)           Within 30 days following the date of the consummation of a transaction resulting in a Change of Control, the Issuers (or any of them) will commence an Offer to Purchase all outstanding Securities at a purchase price in cash equal to 101% of their principal amount plus accrued interest to the Purchase Date.  The Offer to Purchase will be consummated not earlier than 30 days and not later than 60 days after the commencement thereof.  Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be in an integral multiple of $1,000 principal amount.

(b)           Prior to the commencement of the Offer to Purchase, but in any event within 30 days following any Change of Control, the Issuers covenant to (i) repay in full and terminate all

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commitments under Indebtedness under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all other such Senior Debt and to repay the Indebtedness owed to each lender which has accepted such offer or (ii) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Securities.  The Issuers shall first comply with the covenant in the immediately preceding sentence before they shall be required to repurchase Securities pursuant to the provisions described below.  The Issuers’ failure to comply with the immediately preceding sentence shall constitute an Event of Default.

(c)           On or prior to the Purchase Date specified in the Offer to Purchase, the Issuers shall (i) accept for payment all Securities or portions thereof validly tendered pursuant to the Offer, (ii) deposit with the Paying Agent money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee for cancellation all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment by the Company.  The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall (i) promptly authenticate and mail or deliver to each Holder of Securities a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder and (ii) in the case of a Global Security, reduce the principal amount of such Global Security to an amount equal to the unpurchased portion of such Global Security surrendered.  Any Security not accepted for payment shall be promptly mailed or delivered by the Company to the Holder thereof.  The Company shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date.

Prior to the commencement of an Offer to Purchase pursuant to this Section 4.14, the Company shall deliver to the Trustee an Officers’ Certificate to the effect that all conditions precedent to the commencement of said Offer to Purchase contained herein have been complied with.

(d)           In the event that the Issuers make an Offer to Purchase the Securities, the Issuers shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act.

SECTION 4.15.Limitation on Senior Subordinated Indebtedness.

None of the Issuers shall (i) directly or indirectly Incur any Indebtedness that by its terms would expressly rank senior in right of payment to the Securities and expressly rank subordinate in right of payment to any Senior Debt of the Issuers or (ii) permit the Guarantors to and the Guarantors will not directly or indirectly Incur any Indebtedness that by its terms would expressly rank senior in right of payment to the Guarantees of the Guarantors and expressly rank subordinate in right of payment to any Guarantor Senior Debt.

SECTION 4.16.Limitations Concerning Distributions and Transfers by Restricted Subsidiaries.

None of the Issuers nor any of their Restricted Subsidiaries will, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay, directly or indirectly, dividends or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary of the Company, (ii) make loans or advances to the Company or any Restricted Subsidiary of the Company or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by

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reason of (a) (x) the Credit Agreement or (y) any other agreement evidencing Senior Debt or Guarantor Senior Debt in effect on the Issue Date as any such other agreement is in effect on such date, (b) any agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not Incurred in anticipation or contemplation of becoming a Restricted Subsidiary and provided such encumbrance or restriction shall not apply to any assets of the Company or its Restricted Subsidiaries other than such Restricted Subsidiary, (c) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that such encumbrance or restriction is applicable only to such Restricted Subsidiary or assets, (d) an agreement effecting a renewal, exchange, refunding, amendment or extension of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) above; provided, however, that with respect to an agreement referred to in (a)(y) or (b) the provisions contained in such renewal, exchange, refunding, amendment or extension agreement relating to such encumbrance or restriction are no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof in the reasonable judgment of the Board of Directors of the Company as evidenced by a resolution of such Board of Directors filed with the Trustee, (e) this Indenture and the indenture governing the 1996 Notes, (f) applicable law, (g) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary of the Company, (h) restrictions contained in Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to the provisions of Section 4.04; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness Incurred, (i) purchase money and similar obligations for property or equipment acquired in the ordinary course of business that impose restrictions of the type referred to in clause (iii) of this Section 4.16 or (j) restrictions of the type referred to in clause (iii) of this Section 4.16 contained in security agreements securing Indebtedness of a Restricted Subsidiary of the Company to the extent that such Liens were otherwise incurred in accordance with Section 4.18 and restrict the transfer of property subject to such agreements.

SECTION 4.17.Limitation on Issuance and Sale of Capital Stock of Restricted Subsidiaries.

None of the Issuers will, nor permit any of their Restricted Subsidiaries to, (a) transfer, convey, sell or otherwise dispose of any shares of Capital Stock of any Restricted Subsidiary of the Issuers (other than to the Company or a Wholly Owned Subsidiary of the Company), except that the Company and any such Restricted Subsidiary (other than an Issuer) may, in any single transaction, sell all, but not less than all, of the issued and outstanding Capital Stock of any such Restricted Subsidiary to any Person, subject to complying with the provisions of Section 4.05, and (b) issue shares of Capital Stock of a Restricted Subsidiary of the Company (other than directors’ qualifying shares), or securities convertible into, or warrants, rights or options to subscribe for or purchase shares of, Capital Stock of a Restricted Subsidiary of the Company to any Person other than the Company or a Wholly Owned Subsidiary of the Company.

SECTION 4.18.Limitation on Liens.

None of the Issuers nor any of their Restricted Subsidiaries will Incur any Lien (other than Permitted Liens) on or with respect to any property or assets of any Issuer or any Restricted Subsidiary owned on the Issue Date or thereafter acquired or on the income or profits thereof to secure Indebtedness of the Company or a Guarantor without making, or causing any such Restricted Subsidiary to make, effective provision for securing the Securities or the Guarantee of such Guarantor (and, if any Issuer shall so determine, any other Indebtedness of such Issuer or such Restricted Subsidiary or any Guarantor, including Subordinated Indebtedness; provided, however, that Liens securing the Securities or the Guarantee of such Guarantor and any Indebtedness pari passu with the Securities are senior to such Liens securing

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such Subordinated Indebtedness) equally and ratably with such Indebtedness or, in the event such Indebtedness is subordinate in right of payment to the Securities or the Guarantee, prior to such Indebtedness, as to such property or assets for so long as such Indebtedness shall be so secured.

SECTION 4.19.Payment of Additional Amounts.

All payments by the Issuers in respect of the Securities shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature, including penalties, interest and any other liabilities related thereto (“Taxes”), imposed or levied by or on behalf of The Netherlands or any relevant jurisdiction or any political subdivision or authority thereof or therein having power to tax, unless the Issuers are compelled by law to deduct or withhold such taxes, duties, assessments or other governmental charges.  In such event, the Issuers shall pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holders of the Securities after such withholding or deduction shall equal the respective amounts of principal and interest that would have been receivable in respect of the Securities in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of any Security (i) presented for payment of principal more than 60 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in New York City by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Securityholders by the Trustee, except to the extent that the Securityholder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60 day period; (ii) if any tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Securityholder or, if different, the beneficial owner of the interest payable on the Security with a timely request of the Issuers addressed to such Holder to provide information, documents or other evidence con­cerning the nationality, residence, identity or connection with The Netherlands or any relevant jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or admin­istrative practice of The Netherlands or any relevant jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (iii) held by or on behalf of a Securityholder who is liable for Taxes in respect of such Security by reason of having some connection with The Netherlands or any relevant jurisdiction (or any political subdivision or authority thereof) other than the mere purchase, holding or disposition of any Security, or the receipt of principal or interest in respect thereof, including, without limitation, such Securityholder being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (iv) to the extent that such Additional Amounts exceed the Additional Amounts that would have been payable had such Securityholder or beneficial owner of the interest not failed to be a resident of the United States within the meaning of the income tax treaty between the United States and The Netherlands or the United States and any other relevant jurisdiction; (v) to the extent that such Additional Amounts exceed the Additional Amounts that would have been payable had such Securityholder or beneficial owner of the interest (if such person is a tax-exempt entity) not sold, or agreed to sell, such Security within the three months of the acquisition thereof; or (vi) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar tax, assessment or other governmental charge; and any combination of (i), (ii), (iii), (iv), (v) or (vi), nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security to any Securityholder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Securityholder.

The Issuers will also (a) make such withholding or deduction compelled by applicable law and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.  The Issuers will furnish copies of such receipts evidencing the payment of any Taxes so deducted

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or withheld in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Issuers to the Trustee within 60 days after the date of receipt of such evidence.  The Trustee shall make such evidence available to the Holders of Securities upon request.  If the Issuers have paid any Additional Amounts to any Securityholder or, if different, the beneficial owner of the interest and such Person is entitled to a refund of the Tax to which such Additional Amounts are attributable from any competent taxation authority or other governmental authority, then such Person shall (a) as soon as practicable but in any event within 30 days after receiving a written request thereof from the Issuers, comply with any administrative procedure to obtain such refund and (b) upon receipt of such refund promptly pay over such refund to the Issuers.

If Additional Amounts are paid to a Securityholder or, if different, the beneficial owner of the interest, and subsequently it is determined that the Securityholder or beneficial owner of the interest was not entitled to such Additional Amounts, then such Securityholder or beneficial owner of the interest shall promptly refund to the Issuers the amount of all such Additional Amounts previously paid to the Securityholder or beneficial owner of the interest.

All references herein and in the Securities to the principal of or interest on a Security shall be deemed to include any Additional Amounts payable in connection therewith.

The Issuers will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to herein or in the Securities.

At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Issuers will be obligated to pay Additional Amounts with respect to such payment, the Issuers will deliver to the Trustee and the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and shall specify by country the amounts to be payable and will set forth such other information necessary to enable the Trustee and the Paying Agent to pay such Additional Amounts to Holders on the payment date.  The Issuers shall indemnify the Trustee and any Paying Agent for, and hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section.

The obligations of the Issuers under this Section 4.19 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Securities.

The Issuers will not take any voluntary action that results in their obligations to pay Additional Amounts.

SECTION 4.20.Additional Guarantees.

If, after the Issue Date, (a) the Issuers or any Restricted Subsidiary shall acquire or create another Subsidiary (other than (x) a Subsidiary that has been designated an Unrestricted Subsidiary or (y) any Foreign Subsidiary) or (b) any Unrestricted Subsidiary (other than a Foreign Subsidiary) is redesignated a Restricted Subsidiary, then, in each such case, the Company shall cause such Restricted Subsidiary to:

(1)           execute and deliver to the Trustee (a) a supplemental indenture in form satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee

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all of the Issuers’ obligations under the Securities and this Indenture and (b) a notation of guarantee in respect of its Guarantee in the form set forth in Exhibit A hereto; and

(2)           deliver to the Trustee one or more opinions of counsel (subject to customary qualifications) that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms.

ARTICLE FIVE

MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.Restriction on Mergers, Consolidations and Certain Sales of Assets.

None of the Issuers will consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Issuers to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case:  (i) the entity formed by or surviving any such consolidation or merger (if other than such Issuer or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the “Surviving Entity”), is a corporation organized and existing under the laws of the jurisdiction of incorporation of such Issuer or Restricted Subsidiary or the United States, any state thereof or the District of Columbia; (ii)(a) in the event the consolidation or merger involved an Issuer or all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) were sold, assigned, leased, conveyed or otherwise disposed of the Surviving Entity assumes by supplemental indenture all of the obligations of such Issuer or the Issuers, as the case may be, on the Securities and under this Indenture or (b) in the event the consolidation or merger involved a Guarantor, the Surviving Entity assumed by supplemental indenture all of the obligations of the Guarantor hereunder; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, either (1) the Company or the Surviving Entity (in the case of any transaction involving an Issuer other than the Company), as the case may be, could Incur at least $1.00 of Indebtedness pursuant to clause (i) of Section 4.04 or (2) the Consolidated Cash Flow Ratio for the Company or the Surviving Entity (in the case of any transaction involving an Issuer other than the Company), as the case may be, and its Restricted Subsidiaries would be greater than the Consolidated Cash Flow Ratio immediately prior to such transaction; (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default, Event of Default or event shall have occurred and be continuing; (v) if, as a result of any such transaction, property or assets of an Issuer or a Restricted Subsidiary would become subject to a Lien not excepted from the provisions of Section 4.18, such Issuer, Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities as required by said Section 4.18; and (vi) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger or sale, assignment, lease, conveyance, or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this Article Five and that all conditions precedent herein provided for relating to such transaction have been complied with.  The provisions of this Section 5.01 shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant to which

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the Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with the provisions of Section 4.05.

SECTION 5.02.Successor Corporation Substituted.

Upon any consolidation of any Issuer or any Restricted Subsidiary of the Issuers with, or merger of such Issuer or such Restricted Subsidiary into, any other Person or any sale, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) (as an entirety or substantially as an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution) in accordance with Section 5.01, upon the execution of a supplemental indenture by the Surviving Entity in form satisfactory to the Trustee (as evidenced by the Trustee’s execution thereof), the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of and shall assume all obligations of, such Issuer or such Restricted Subsidiary, as the case may be, under this Indenture and the Securities or the Guarantee, as the case may be, with the same effect as if such Surviving Entity had been named as such Issuer, Guarantor or such Restricted Subsidiary, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities or the Guarantee, as the case may be.

ARTICLE SIX

DEFAULT AND REMEDIES

SECTION 6.01.Events of Default.

An “Event of Default” occurs if:

(1)           the Issuers fail to pay the principal of any Security when the same becomes due and payable (whether or not such payment is prohibited by Article Eight hereof or, with respect to a payment on behalf of the Issuers by the Guarantors, Article Twelve);

(2)           the Issuers fail to pay any interest on any Security when the same becomes due and payable and the Default continues for a period of 30 days (whether or not such payment is prohibited by Article Eight hereof or, with respect to a payment on behalf of the Issuers by the Guarantors, Article Twelve);

(3)           the Issuers default in the payment of principal of and interest on Securities required to be purchased pursuant to an Offer to Purchase as described under Section 4.05 and Section 4.14 when due and payable (whether or not such payment is prohibited by Article Eight hereof or, with respect to a payment on behalf of the Issuers by the Guarantors, Article Twelve);

(4)           the Issuers fail to perform or comply with any of the provisions of Section 5.01;

(5)           the Issuers fail to perform any other covenant or agreement of the Issuers or any Guarantor under this Indenture or the Securities, and the Default continues for the period and after the notice specified in the last paragraph of this Section 6.01;

(6)           a default or defaults under the terms of one or more instruments evidencing or securing Indebtedness of the Company or any of its Subsidiaries having an outstanding principal amount of $15.0 million or more individually or in the aggregate that has resulted in the acceleration

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of the payment of such Indebtedness or an Issuer or any Subsidiary fails to pay principal when due at the stated maturity of any such Indebtedness;

(7)           there shall have been any final judgment or judgments (not subject to appeal) against the Company or any of its Subsidiaries in an amount of $15.0 million or more which remains undischarged or unstayed for a period of 60 days after the date on which the right to appeal has expired;

(8)           the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A)          commences a voluntary case or proceeding,

(B)           consents to the entry of an order for relief against it in an involuntary case or proceeding,

(C)           consents to the appointment of a Custodian of it or for all or substantially all of its property, or

(D)          makes a general assignment for the benefit of its creditors;

(9)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)          is for relief against the Company or any Significant Subsidiary in an involuntary case or proceeding,

(B)           appoints a Custodian of the Company or any Significant Subsidiary or for all or substantially all of its property, or

(C)           orders the liquidation of the Company or any Significant Subsidiary,

and in each case the order or decree remains unstayed and in effect for 60 days; provided, however, that if the entry of such order or decree is appealed and dismissed on appeal then the Event of Default hereunder by reason of the entry of such order or decree shall be deemed to have been cured; or

(10)         the Guarantee of any Guarantor that is a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under the Guarantee (other than by reason of a release of the Guarantor from the Guarantee in accordance with the terms of the Guarantee and this Indenture).

The term “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

A Default under clause (5) is not an Event of Default until the Trustee notifies any of the Issuers, or the Holders of at least 25% in principal amount of the outstanding Securities notify any of the Issuers and the Trustee, of the Default in writing and the Issuers do not cure the Default within 30 days after receipt of the notice.  The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” Such notice shall be given by the Trustee if so requested by the Holders

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of at least 25% in principal amount of the Securities then outstanding.  When a Default is cured, it ceases to exist.

SECTION 6.02.Acceleration.

If an Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 6.01 with respect to an Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities by notice in writing to any of the Issuers (and to the Trustee if given by the Holders) may declare the unpaid principal of and accrued interest to the date of acceleration on all the outstanding Securities to be due and payable effective five days after receipt of notice thereof by the Agent under the Credit Agreement and, upon any such declaration, such principal amount and accrued interest shall become immediately due and payable.

If an Event of Default specified in clause (8) or (9) of Section 6.01 with respect to an Issuer occurs, all unpaid principal of and accrued interest on the outstanding Securities shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder thereof.

After a declaration of acceleration, but before a judgment or decree for the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if all existing Events of Default (other than the nonpayment of principal of and interest on the Securities which has become due solely by virtue of such acceleration) have been cured or waived, if the rescission would not conflict with any judgment or decree and if all amounts then due under Section 7.07 hereof shall have been paid.  No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 6.03.Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Securityholder in exercising any right or remedy maturing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative to the extent permitted by law.

SECTION 6.04.Waiver of Past Default.

Subject to Sections 2.09, 6.07 and 10.02, prior to the declaration of acceleration of the Securities, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event of Default and its consequences, except a Default in the payment of principal of or interest on any Security as specified in clauses (1) and (2) of Section 6.01 or a Default in respect of any term or provision of this Indenture that may not be amended or modified without the consent of each Holder affected as provided in Section 10.02.  The Company shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents.  In case of any such waiver, the Company, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Securities, respectively.  This paragraph of this Section 6.04 shall be in lieu of § 316(a)(l)(B) of the TIA and such § 316(a)(1)(B) of

55

the TIA is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

SECTION 6.05.Control by Majority.

Subject to Section 2.09, the Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.  In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss, cost, expense or liability caused by taking such action or following such direction.  This Section 6.05 shall be in lieu of § 316(a)(1)(A) of the TIA, and such § 316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA.

SECTION 6.06.Limitation on Suits.

A Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless:

(1)           the Holder gives to the Trustee written notice of a continuing Event of Default;

(2)           the Holders of at least 25% in aggregate principal amount of the outstanding Securities make a written request to the Trustee to pursue a remedy;

(3)           such Holder or Holders offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(4)           the Trustee does not comply with the request within 60 days after receipt of the notice, request and the offer and, if requested, the provision of indemnity; and

(5)           during such 60-day period the Holders of a majority in principal amount of the outstanding Securities (excluding the Company or Affiliates of the Company) do not give the Trustee a direction which, in the opinion of the Trustee, is inconsistent with the request.

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over such other Securityholder.

SECTION 6.07.Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Security, on or after the respective due dates expressed or provided

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for in the Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

SECTION 6.08.Collection Suit by Trustee.

If an Event of Default in payment of interest or principal specified in Section 6.01(1), (2) or (3) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers or any other obligor on the Securities for the whole amount of principal and accrued interest remaining unpaid, together with interest overdue on principal and to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate per annum borne by the Securities and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09.Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to any of the Issuers (or any other obligor upon the Securities), its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any Custodian in any such judicial proceedings is hereby authorized by each Securityholder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee under Section 7.07.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

SECTION 6.10.Priorities.

If the Trustee collects any money or property pursuant to this Article Six, it shall pay out the money or property in the following order:

First:  to the Trustee for amounts due under Section 7.07;

Second:  to Holders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

Third:  to the Issuers.

The Trustee, upon prior written notice to any of the Issuers, may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10.

SECTION 6.11.Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require

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the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 shall not apply to a suit by the Trustee, a suit by a Holder or group of Holders of more than 10% in aggregate principal amount of the outstanding Securities, or to any suit instituted by any Holder for the enforcement or the payment of the principal or interest on any Securities on or after the respective due dates expressed or provided for in the Security.

ARTICLE SEVEN

TRUSTEE

SECTION 7.01.Duties of Trustee.

(a)           If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)           Except during the continuance of an Event of Default:

(1)           The Trustee undertakes to perform such duties and only such duties as are specifically set forth herein and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)           In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions conforming to the requirements of this Indenture; however, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)           The Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)           This paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2)           The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(3)           The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and

(4)           No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)           Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

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(e)           The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

(f)            Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)           Every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section 7.01 and to the provisions of the TIA.

(h)           The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Securityholders pursuant to this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the losses, costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

SECTION 7.02.Rights of Trustee.

Subject to Section 7.01:

(a)                 The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated in the document.

(b)                Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and an Opinion of Counsel.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(c)                 The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)                The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers provided that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e)                 The Trustee shall not be charged with knowledge of any Default or Event of Default under Sections 6.01(3), (4), (5), (6), (7) or (10) hereof, of the identity of any Restricted or Significant Subsidiary, of the existence of any Change of Control or Asset Disposition or an Event of Default caused by violation of Section 4.14(b) hereof unless either (i) an officer of the Trustee assigned to its Institutional Trust Services department shall have actual knowledge thereof, or (ii) the Trustee shall have received notice thereof in accordance with Section 13.02 hereof from the Company or any Securityholder.

SECTION 7.03.Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.  However, the Trustee is subject to Sections 7.10 and 7.11.

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SECTION 7.04.Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Issuers’ use of the proceeds from the Securities, and it shall not be responsible for any statement of any Issuer or any Guarantor in this Indenture or any document issued in connection with the sale of Securities or any statement in the Securities or the Guarantee other than the Trustee’s certificate of authentication.

SECTION 7.05.Notice of Defaults.

If a Default or an Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Securityholder notice of the Default or Event of Default within 60 days after the occurrence thereof.

SECTION 7.06.Reports by Trustee to Holders.

If required by TIA § 313(a), within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Securityholder a report dated as of such May 15 that complies with TIA § 313(a).  The Trustee also shall comply with TIA § 313(b), (c) and (d).

A copy of each such report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange, if any, on which the Securities are listed.

The Company shall promptly notify the Trustee in writing if the Securities become listed on any stock exchange or of any delisting thereof.

SECTION 7.07.Compensation and Indemnity.

The Issuers shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee shall from time to time agree in writing for its services.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuers shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including fees, disbursements and expenses of its agents and counsel) incurred or made by it in addition to the compensation for its services except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence or bad faith.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents, accountants, experts and counsel and any taxes or other expenses incurred by a trust created pursuant to Section 9.01 hereof.

The Issuers shall indemnify the Trustee for, and hold it harmless against any and all loss, damage, claims, liability or expense, including taxes (other than franchise taxes imposed on the Trustee and taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith.  The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity.  However, the failure by the Trustee to so notify the Company shall not relieve the Issuers of their obligations hereunder.  The Issuers shall defend the claim and the Trustee shall cooperate in the defense (and may employ its own counsel) at the Issuers’ expense; provided, however, that the Issuers’ reimbursement obligation with respect to counsel employed by the Trustee will be limited to the reasonable fees of such counsel.  The Issuers need not pay for any settlement made without their written consent, which consent shall not be unreasonably withheld.

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The Issuers need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee as a result of the violation of this indenture by the Trustee caused by the Trustee’s negligence or willful misconduct.

To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Securities against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of or interest on particular Securities.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) occurs, the expenses (including the reasonable fees and expenses of its agents and counsel) and the compensation for the services shall be preferred over the status of the Holders in a proceeding under any Bankruptcy Law and (without prejudice to any other rights available to the Trustee under applicable law) are intended to constitute expenses of administration under any Bankruptcy Law.  The Issuers’ obligations under this Section 7.07 and any claim arising hereunder shall survive the resignation or removal of any Trustee, the termination of this Indenture, the discharge of the Issuers’ obligations pursuant to Article Eight, with respect to payment under this Section on behalf of the Issuers by the Guarantor, the discharge of the Guarantor’s obligations under Article Twelve and any rejection or termination under any Bankruptcy Law.

The obligations of the Issuers under this Section 7.07 shall be joint and several.

SECTION 7.08.Replacement of Trustee.

The Trustee may resign at any time by so notifying any of the Issuers in writing.  The Holders of a majority in principal amount of the outstanding Securities may remove the Trustee by so notifying the Trustee and any of the Issuers in writing and may appoint a successor Trustee with the Issuers’ consent.  The Issuers may remove the Trustee if:

(1)           the Trustee fails to comply with Section 7.10;

(2)           the Trustee is adjudged a bankrupt or an insolvent under any Bankruptcy Law;

(3)           a custodian or other public officer takes charge of the Trustee or its property; or

(4)           the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to any of the Issuers.  As promptly as practicable after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have the rights, powers and duties of the Trustee under this Indenture.  A successor Trustee shall mail notice of its succession to each Securityholder.

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If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of at least 10% in principal amount of the outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Securityholder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09.Successor Trustee by Merger, etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Trustee.

SECTION 7.10.Eligibility; Disqualification.

This Indenture shall always have a Trustee which shall be eligible to act as Trustee under TIA §§ 310(a)(1), 310(a)(2) and 310(a)(5).  The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.  If the Trustee has or shall acquire any “conflicting interest” within the meaning of TIA § 310(b), the Trustee and the issuers shall comply with the provisions of TIA § 310(b) (subject to the penultimate paragraph thereof).  The following indenture shall be excluded for purposes of the proviso to TIA § 310(b)(i):  the Indenture dated as of September 15, 1996, among Euramax International plc, Euramax European Holding plc and Euramax European Holdings, B.V., as issuers, Amerimax Holdings, Inc., as guarantor, and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect hereinbefore specified in this Article Seven.

SECTION 7.11.Preferential Collection of Claims Against the Issuers.

The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE EIGHT

SUBORDINATION OF SECURITIES

SECTION 8.01.Securities Subordinated to Senior Debt.

Each Issuer covenants and agrees, and the Trustee and each Holder of the Securities by his acceptance thereof likewise covenant and agree, that the Securities shall be subject to the provisions of this Article and that the payment of the principal of, premium, if any, and interest on the Securities and all Obligations under this Indenture to the Securityholders and the payment of any claims to the Securityholders are subordinated in right of payment, to the extent and in the manner provided hereunder, to the prior payment in full of all Senior Debt, and that the subordination is for the benefit of the holders of Senior

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Debt and they and/or each of them may enforce such subordination.  For the purposes of this Article Eight, no Senior Debt shall be deemed to have been paid in full unless the holders or owners thereof have received payment in full in cash; a distribution may consist of cash, securities or other property, by set-off, by way of collateral or otherwise; any payment or distribution includes any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of any Issuer or any Subsidiary thereof that is subordinated to the Securities or Claims; and a payment or distribution on account of any Obligations with respect to the Securities shall include any redemption, purchase or other acquisition of the Securities, whether pursuant to an Offer to Purchase or otherwise.  References in this Article Eight to Senior Debt mean Senior Debt of the Issuers.

The Securities are not senior or superior in right of payment to, and rank pari passu with, the 1996 Notes.

SECTION 8.02.No Payment on Securities in Certain Circumstances.

(a)           No direct or indirect payment or distribution by or on behalf of the Issuers or their Subsidiaries of principal of, premium, if any, or interest on, or other Obligations in respect of, the Securities, whether pursuant to the terms of the Securities, upon acceleration or otherwise, or on account of any Claim shall be made and the Holders and the Trustee shall not receive, directly or indirectly, any such payment or distribution if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Debt, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise (and the Trustee has received written notice thereof pursuant to Section 8.06 hereof), and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Debt.  In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice pursuant to Section 8.06 hereof (a “Payment Blockage Notice”) from a holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt has been discharged or repaid in full, no direct or indirect payment or distribution shall be made by or on behalf of the Issuers or their Subsidiaries on account of or with respect to the Securities or on account of any Claim or Obligation with respect to the Securities, except from those funds held in trust by the Trustee or any Paying Agent for the benefit of the Holders of any Securities, to such Holders, during a period (a “Payment Blockage Period”) commencing on the date of receipt of such Payment Blockage Notice by the Trustee and ending 179 days thereafter.

Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given and (y) there must be 180 days in any 360 day period during which no Payment Blockage Period is in effect.  Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days.  No default or event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period may be, or be made, to the extent the holders of such Designated Senior Debt had knowledge of the same, the basis for the commencement of any other Payment Blockage Period by the holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default has been cured or waived for a period of not less than 90 consecutive days.

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(b)           In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee, any Paying Agent or any Holder when such payment is prohibited by Section 8.02(a), such payment shall be held in trust for the benefit of, and shall, to the extent that, upon notice from the Trustee to the holders of Designated Senior Debt that such prohibited payment has been made (which notice the Trustee hereby agrees to forthwith send, provided that the Trustee has received notice of such prohibition under Section 8.06), the holders of the Designated Senior Debt (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Senior Debt, if any, the amounts specified in such notice to the Trustee shall be paid over or delivered (in the same form as received, with any necessary endorsement) to, such holders of Senior Debt as their interests may appear, or their agent, representative or the trustee for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of all Obligations with respect to such Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms.

SECTION 8.03.Payment Over of Proceeds upon Dissolution, etc.

(a)           Upon any payment or distribution of assets or securities of any Issuer or any of its Subsidiaries of any kind or character, whether in cash, property or securities, upon any dissolution or winding-up or total or partial liquidation or reorganization of such Issuer or Subsidiary, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings relating to any Issuer or its Subsidiaries or their respective property or in an assignment for the benefit of creditors, or an arrangement, adjustment, composition or relief of any Issuer or any of its Subsidiaries or their respective debts or any marshalling of the assets and liabilities of any Issuer or any of its Subsidiaries, all amounts due or to become due with respect to Senior Debt (including any interest accruing subsequent to the commencement of any such proceeding at the rate specified in the applicable Senior Debt) shall be first paid in full, or payment provided for, before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment or distribution on account of the principal of, premium, if any, or interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities or any distribution with respect to the Securities of any cash, property or securities or payment of any Claims or of any other Obligations with respect to the Securities.  Before any payment may be made by, or on behalf of, an Issuer of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of such Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this indenture, shall be made by such Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of Senior Debt of such Issuer (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to the agent or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

(b)           In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of an Issuer or any of its Subsidiaries of any kind or character, whether in cash, property or securities, shall be received by the Trustee, any Paying Agent or any Holder of Securities at a time when such payment or distribution is prohibited by Section 8.03(a) and before all obligations in respect of Senior Debt are paid in full, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered (in the same form as received, with any necessary endorsements)

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to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms until all such Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

(c)           For purposes of this Section, the words “cash, property or securities” shall not be deemed to include, so long as the effect of these clauses (x) and (y) is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section as part of the same class of claims as the Senior Debt or any class of claims on a parity with or senior to the Senior Debt for any payment or distribution, (x) any payment or distribution of securities of an Issuer or any other corporation authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Securities to the Senior Debt, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy, insolvency or other similar law, or (y) securities of an Issuer or any other corporation provided for by a plan of reorganization or readjustment which are subordinated, to at least the same extent as the Securities, to the payment of all Senior Debt then outstanding and, in the case of either clause (x) or (y), all terms of such securities are satisfactory to the Agent under the Credit Agreement and such plan of reorganization has been approved by the Agent under the Credit Agreement (the securities described in clauses (x) and (y) being hereinafter referred to as “Subordinated Reorganization Securities”); provided, however, that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders of the Senior Debt, altered by such reorganization or readjustment.

The consolidation of an Issuer or a Restricted Subsidiary with, or the merger of an Issuer or a Restricted Subsidiary with or into, another corporation or the liquidation or dissolution of an Issuer or a Restricted Subsidiary following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

SECTION 8.04.Subrogation.

Upon the payment in full of all Senior Debt, or provision for payment, the Holders of the Securities shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of an Issuer or any Subsidiary made on such Senior Debt until the principal of and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article, and no payment over pursuant to the provisions of this Article to the holders of Senior Debt by Holders of the Securities or the Trustee on their behalf shall, as between an Issuer, its creditors other than holders of Senior Debt, and the Holders of the Securities, be deemed to be a payment by such Issuer to or on account of Senior Debt.  It is understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Debt, on the other hand.

If any payment or distribution to which the Holders of the Securities would otherwise have been entitled but for the provisions of this Article shall have been applied, pursuant to the provisions

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of this Article, to the payment of all amounts payable under Senior Debt, then and in such case, the Holders of the Securities shall be entitled to receive from the holders of such Senior Debt any payments or distributions received by such holders of Senior Debt in excess of the amount required to make payment in full, or provision for payment, of such Senior Debt.

SECTION 8.05.Obligations of Issuers Unconditional.

Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Issuers and the Holders of the Securities, the obligation of the Issuers, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Issuers other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Holder of any Security or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of the Senior Debt in respect of cash, property or securities of an Issuer or a Subsidiary received upon the exercise of any such remedy.

Without limiting the generality of the foregoing, nothing contained in this Article shall restrict the right of the Trustee or the Holders of Securities to take any action to declare the Securities to be due and payable prior to their stated maturity pursuant to Section 6.01 or to pursue any rights or remedies hereunder; provided, however, that all Senior Debt then due and payable shall first be paid in full before the Holders of the Securities or the Trustee are entitled to receive any direct or indirect payment from an Issuer of principal of or interest on the Securities.

SECTION 8.06.Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article.  The Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Debt or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys from the Issuers and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.  Nothing contained in this Section 8.06 shall limit the right of the holders of Senior Debt to recover payments as contemplated by Sections 8.02 and 8.03.  The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt or a trustee or representative on behalf of any such holder.

In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person

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is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 8.07.Reliance on Judicial Order or Certificate of Liquidating Agent.

Whenever a distribution is to be made or a notice is to be given to holders of Senior Debt, the distribution may be made and the notice may be given to the trustee or any agent or representative for such Senior Debt.  Upon any payment or distribution of assets or securities referred to in this Article, the Trustee and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 8.08.Trustee’s Relation to Senior Debt.

The Trustee and any Paying Agent shall be entitled to all the rights set forth in this Article with respect to any Senior Debt which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee or any Paying Agent of any of its rights as such holder.

With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt (except with respect to funds held in trust as provided in sections 8.02 and 8.03(b)).

SECTION 8.09.Subordination Rights Not Impaired by Acts or Omissions of the Issuers or Holders of Senior Debt.

No right of any present or future holders of any Senior Debt to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Issuer, the Trustee, any Paying Agent or any registrar with the terms and provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.  The provisions of this Article are intended to be for the benefit of, and shall be enforceable directly by, the holders of Senior Debt.

All rights and interests under this Indenture of the Agent under the Credit Agreement and the other holders of Senior Debt, and all agreements and obligations of the Trustee, the Holders of Securities and the Issuers under this Article Eight shall remain in full force and effect irrespective of any lack of validity or enforceability of the Credit Agreement, any promissory notes evidencing the Indebtedness thereunder, or any other agreement or instrument relating thereto or to any other Senior Debt, including, without limitation, any agreement referred to in the definition of Credit Agreement.

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The provisions set forth in this Article Eight constitute a continuing agreement and shall (i) be and remain in full force and effect until payment in full of all Indebtedness under the Credit Agreement and at such time when no bank shall have any obligations to make advances under the Credit Agreement, (ii) be binding upon the Trustee, the Holders of Securities and the Issuers, and their respective successors, transferees and assigns, and (iii) inure to the benefit of, and be enforceable directly by, each of the holders of Senior Debt and their respective successors, transferees and assigns.

The Agent under the Credit Agreement is hereby authorized to demand specific performance of the provisions of this Article Eight, whether or not any Issuer shall have complied with any of the provisions in this Article Eight, at any time when the Trustee or any Holder of Securities shall have failed to comply with any of these provisions.  The Trustee and the Holders of Securities hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

SECTION 8.10.Securityholders Authorize Trustee To Effectuate Subordination of Securities.

Each Holder of Securities by his acceptance of such Securities authorizes and expressly directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article, and appoints the Trustee his attorney-in-fact for such purposes, including in the event of any proceeding for the dissolution, winding up, liquidation or reorganization of an Issuer or a Subsidiary (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise) or tending towards liquidation of the business and assets of such Issuer or such Subsidiary, the filing of a claim for the unpaid balance of its or his Securities in the form required in those proceedings.

SECTION 8.11.This Article Not To Prevent Events of Default.

The failure to make a payment on account of principal of or interest on the Securities by reason of any provision of this Article shall not be construed as preventing the occurrence of an Event of Default specified in clause (1), (2) or (3) of Section 6.01.

SECTION 8.12.Trustee’s Compensation Not Prejudiced.

Nothing in this Article shall apply to amounts due to the Trustee pursuant to other sections in this Indenture, including Section 7.07 hereof.

SECTION 8.13.No Waiver of Subordination Provisions.

Without in any way limiting the generality of Section 8.09, the holders or owners of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, all or any of the Senior Debt (including any change in the rate of interest thereon), or otherwise amend or supplement in any manner, or grant any waiver or release with respect to, Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding or secured; (b) sell, exchange, release, not perfect or otherwise deal with any property at any time pledged, assigned, mortgaged to secure, or otherwise securing Senior Debt, or amend, or grant any waiver or release with respect to, or consent to any departure from, any guarantee for all or any of the Senior Debt; (c) release any Person liable in any manner

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under or in respect of Senior Debt; (d) exercise or refrain from exercising any rights against, and release from obligations of any type, any issuer and any other Person; and (e) apply any sums from time to time received to the Senior Debt.

SECTION 8.14.Subordination Provisions Not Applicable to Money Held in Trust for Securityholders; Payments May Be Paid Prior to Dissolution.

All money and United States Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Article Nine shall be for the sole benefit of the Holders and shall not be subject to this Article Eight.

Nothing contained in this Article or elsewhere in this Indenture shall prevent (i) an Issuer, except under the conditions described in Section 8.02 and Section 8.03, from making payments of principal of and interest on the Securities (except for monies held in trust pursuant to Article Nine hereof), or from depositing with the Trustee any moneys for such payments or from effecting a termination of the Issuers’ and the Guarantor’s obligations under the Securities and the Indenture as provided in Article Nine, or (ii) the application by the Trustee of any moneys deposited with it for the purpose of making such payments of principal of and interest on the Securities, to the holders entitled thereto unless (except for monies held in trust pursuant to Article Nine hereof) at least two Business Days prior to the date upon which such payment becomes due and payable, the Trustee shall have received the written notice provided for in Section 8.02(b) or in Section 8.06.  The Company shall give prompt written notice to the Trustee of any dissolution, winding-up, liquidation or reorganization of any Issuer or Subsidiary.

SECTION 8.15.Acceleration of Securities.

If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of the Senior Debt of the acceleration.

SECTION 8.16.Miscellaneous.

The agreement contained in this Article Eight shall continue to be effective or reinstated, as the case may be, if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt upon the insolvency, bankruptcy or reorganization of any Issuer or any of its Subsidiaries or otherwise, all as though such payment had not been made.

Unless and until written notice shall be given by the Issuers and the Agent under the Credit Agreement to the Trustee at its Corporate Trust Office notifying the Trustee that Indebtedness is no longer outstanding under the Credit Agreement, the Trustee shall assume that such indebtedness is outstanding.  The Issuers agree to give, and to cause the Agent under the Credit Agreement to give, such notice to the Trustee promptly after the first date on which no such Indebtedness shall be outstanding under the Credit Agreement.  For purposes of the Indenture, Indebtedness shall be outstanding under the Credit Agreement whenever either (i) such Indebtedness shall not have been paid in full or (ii) commitments to lend under the Credit Agreement shall not have expired or been cancelled or terminated.

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ARTICLE NINE

DISCHARGE OF INDENTURE

SECTION 9.01.Termination of Issuers’ Obligations.

Subject to the provisions of Article Eight, the Company may terminate its substantive obligations and the substantive obligations of the other Issuer and the Guarantors in respect of the Securities by delivering all outstanding Securities to the Trustee for cancellation and paying all sums payable by the Issuers on account of principal of, premium, if any, and interest on all Securities.  In addition to the foregoing, subject to the provisions of Article Eight with respect to the creation of the defeasance trust provided for in the following clause (i), the Company may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(8) or (9), any time on or prior to the 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day)) and provided that no default under any Senior Debt would result therefrom and, so long as any Obligations or commitments under the Credit Agreement shall be outstanding, the Agent under the Credit Agreement shall have consented thereto in writing, terminate its substantive obligations and the substantive obligations of the other Issuers and the Guarantors in respect of the Securities (except for the Issuers’ obligations to pay the principal of (and premium, if any, on) and interest on the Securities and the Guarantors’ Guarantee thereof) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money which is sufficient or direct non-callable obligations of the United States of America for the payment of which the full faith and credit of the United States is pledged (“United States Government Obligations”) the principal of and interest on which is sufficient (without reinvestment), or a combination thereof sufficient, in the written opinion of a firm of nationally recognized certified public accountants delivered to the Trustee, to pay all remaining indebtedness on the Securities, (ii) delivering to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and termination of obligations, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the Company’s exercise of its option under this paragraph will not result in any of the Issuers, the Trustee or the trust created by the Company’s deposit of funds pursuant to this provision becoming or being deemed to be an “investment company” under the Investment Company Act of 1940, as amended, and (iv) delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that there has been compliance with all conditions precedent provided for herein.  In addition, subject to the provisions of Article Eight with respect to the creation of the defeasance trust provided for in the following clause (i), the Company may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(8) or (9), any time on or prior to the 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day)) and provided that no default under any Senior Debt would arise therefrom and, so long as any Obligations or commitments under the Credit Agreement shall be outstanding, the Agent under the Credit Agreement shall have consented thereto in writing, terminate all of its substantive obligations and all of the substantive obligations of the other Issuers and the Guarantors in respect of the Securities (including the Issuers’ obligations to pay the principal of (and premium, if any, on) and interest on the Securities and the Guarantors’ Guarantee thereof) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money which is sufficient or United States Government Obligations the principal of and interest on which is sufficient (without reinvestment), or a combination thereof sufficient, in the written opinion of a firm of nationally recognized certified public accountants delivered to the Trustee, to pay all remaining indebtedness on the Securities, (ii) delivering to the Trustee either a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and termination of obligations or an opinion of Counsel addressed to the Trustee based upon such a ruling or a change

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in the applicable Federal tax law since the date of this Indenture to such effect, (iii) delivering to the Trustee an opinion of Counsel to the effect that the Company’s exercise of its option under this paragraph will not result in any of the Issuers, the Trustee or the trust created by the Issuers’ deposit of funds pursuant to this provision becoming or being deemed to be an “investment company” under the Investment Company Act of 1940, as amended, and (iv) delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that there has been compliance with all conditions precedent provided for herein.

Notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.03, 2.05, 2.06, 2.07, 4.01 (but not with respect to termination of substantive obligations pursuant to the third sentence of the foregoing paragraph), 4.02, 7.07, 7.08, 9.03 and 9.04 shall survive until the Securities are no longer outstanding.  Thereafter the Issuers’ obligations in Sections 7.07, 9.03 and 9.04 shall survive.

After such delivery or irrevocable deposit and delivery of an Officers’ Certificate and Opinion of Counsel, the Trustee upon a Company Request shall acknowledge in writing the discharge of the Issuers’ and the Guarantors’ obligations under the Securities, the Guarantees and this Indenture except for those surviving obligations specified above.

SECTION 9.02.Application of Trust Money.

The Trustee shall hold in trust money or United States Government Obligations deposited with it pursuant to Section 9.01, and shall apply the deposited money and the money from United States Government Obligations in accordance with this Indenture solely to the payment of principal of and interest on the Securities.

SECTION 9.03.Repayment to Issuers.

Subject to Sections 7.07 and 9.01, the Trustee shall promptly pay to the Issuers upon written request any excess money held by it at any time.  The Trustee shall pay to the Issuers upon written request any money held by it for the payment of principal or interest that remains unclaimed for two years; provided, however, that the Trustee before being required to make any payment may at the expense of the Issuers cause to be published once in a newspaper of general circulation in The City of New York or mail to each Holder entitled to such money notice that such money remains unclaimed and that, after a date specified therein which shall be at least 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining shall be repaid to the Issuers.  After payment to the Issuers, Securityholders entitled to money must look to the Issuers for payment as general creditors unless an applicable abandoned property law designates another person and all liability of the Trustee or Paying Agent with respect to such money shall thereupon cease.

SECTION 9.04.Reinstatement.

If the Trustee is unable to apply any money or United States Government obligations in accordance with Section 9.02 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and the Guarantors’ obligations under this indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 9.01 until such time as the Trustee is permitted to apply all such money or United States Government Obligations in accordance with Section 9.02; provided, however, that if the Issuers have made any payment of interest on or principal of any Securities because of the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or United States Government Obligations held by the Trustee.

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ARTICLE TEN

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01.Without Consent of Holders.

The Issuers and the Guarantors, when authorized by a resolution of their respective Boards of Directors, and the Trustee may amend or supplement this Indenture or the Securities without notice to-or consent of any Securityholder:

(i)            to cure any ambiguity, defect or inconsistency; provided, however, that such amendment or supplement does not adversely affect the rights of any Holder;

(ii)           to effect the assumption by a successor Person of all obligations of the Issuers under the Securities and this Indenture in connection with any transaction complying with Article Five of this Indenture;

(iii)          to provide for uncertificated Securities in addition to or in place of certificated Securities;

(iv)          to comply with any requirements of the SEC in order to effect or maintain the qualification of this indenture under the TIA;

(v)           to make any change that would provide any additional benefit or rights to the Holders;

(vi)          to make any other change that does not adversely affect the rights of any Holder under this Indenture;

(vii)         to evidence the succession of another Person to any Guarantor and the assumption by any such successor of the covenants of such Guarantor herein and in the Guarantee in accordance with Article Five hereof;

(viii)        to add to the covenants of the Issuers or any Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuers or any Guarantor;

(ix)           to secure the Securities pursuant to the requirements of Section 4.18 or otherwise; or

(x)            to reflect the release of any Guarantor from its obligations with respect to its Guarantee in accordance with the provisions of Section 11.03;

provided, however, that the Company has delivered to the Trustee an opinion of Counsel stating that such amendment or supplement complies with the provisions of this Section 10.01.

SECTION 10.02.With Consent of Holders.

Subject to Section 6.07, the Issuers and the Guarantors, when authorized by a resolution of their respective Boards of Directors, and the Trustee may amend or supplement this Indenture or the Securities with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities.  Subject to Section 6.07, the Holders of a majority in principal amount of the

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outstanding Securities may waive compliance by the Issuers or the Guarantors with any provision of this Indenture or the Securities.  However, without the consent of each Securityholder affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not:

(1)           change the Stated Maturity of the principal of or any installment of interest on any Security or alter the optional redemption or repurchase provisions of any Security or this Indenture in a manner adverse to the holders of the Securities (excluding modifications governed by clause (10) below):

(2)           reduce the principal amount (or the premium) of any Security;

(3)           reduce the rate or extend the time for payment of interest on any Security;

(4)           change the place or currency of payment of principal of (or premium) or interest on any Security;

(5)           modify any provisions of Section 6.04, Section 6.07 or this Section 10.02 (other than to increase any percentage contained therein or add sections of this Indenture or the Securities which may not be amended, supplemented or waived without the consent of each Securityholder affected);

(6)           reduce the percentage of the principal amount of outstanding Securities necessary for amendment to or waiver of compliance with any provision of this Indenture or the Securities or for waiver of any Default or Event of Default;

(7)           waive a default in the payment of principal of, interest on, or redemption payment with respect to, any Security (except a rescission of acceleration of the Securities by the Holders as provided in Section 6.02 and a waiver of the payment default that resulted from such acceleration);

(8)           modify the ranking or priority of the Securities or the Guarantees or modify the definition of Senior Debt, Guarantor Senior Debt or Designated Senior Debt, or amend or modify any of the provisions of Article Eight or Article Twelve in any manner adverse to the Holders, holders of Senior Debt or Guarantor Senior Debt under the Credit Agreement or the Agent thereunder;

(9)           release any Guarantor from any of its obligations under its Guarantee or this indenture otherwise than in accordance with this Indenture; or

(10)         modify the provisions relating to any Offer to Purchase required pursuant to Section 4.05 or 4.14 in a manner materially adverse to the Holders with respect to any Asset Disposition that has been consummated or Change of Control that has occurred.

An amendment under this Section 10.02 may not make any change under Article Eight, Article Nine, Article Eleven or Article Twelve or the definitions used therein that adversely affects the rights of any holder of Senior Debt or Guarantor Senior Debt then outstanding unless the holders of such Senior Debt or Guarantor Senior Debt (or any trustee or representative thereof authorized to give a consent) shall have consented to such change.

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It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 10.03.Compliance with Trust Indenture Act.

Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA as then in effect.

SECTION 10.04.Revocation and Effect of Consents.

Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of that Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security.  Subject to the following paragraph, any such Holder or subsequent Holder may revoke the consent as to such Holder’s Security or portion of such Security by notice to the Trustee or the Company received before the date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of Securities have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver.  If a record date is fixed, then, notwithstanding the last sentence of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date.  No such consent shall be valid or effective for more than 90 days after such record date.

After an amendment, supplement or waiver becomes effective, it shall bind every Securityholder.

SECTION 10.05.Notation on or Exchange of Securities.

If an amendment, supplement or waiver changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee.  The Trustee may place an appropriate notation on the Security about the changed terms and return it to the Holder.  Alternatively, if the Issuers or the Trustee so determines, the Issuers in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms.  Failure to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 10.06.Trustee To Sign Amendments, etc.

The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Ten is authorized or permitted by this Indenture and that such amendment or supplement constitutes the legal, valid and binding obligation of the Issuers and the Guarantors, enforceable in

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accordance with its terms (subject to customary exceptions).  The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.  In signing any amendment, supplement or waiver, the Trustee shall be entitled to receive an indemnity reasonably satisfactory to it.

ARTICLE ELEVEN

GUARANTEES

SECTION 11.01.Unconditional Guarantee.

Each Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that:  the principal of, premium, if any, and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 11.04.  Each Guarantor hereby agrees that this is a guarantee of payment and not of collection and that its respective obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.  Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and the Guarantees.  If any Holder or the Trustee is required by any court or otherwise to return to an Issuer or any custodian, trustee, liquidator or other similar official acting in relation to such Issuer, any amount paid by an Issuer to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.  Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purpose of its respective Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forth become due and payable by each Guarantor for the purpose of its respective Guarantee.  The obligations of the Guarantors under this Article Eleven shall be joint and several, subject to Section 11.04.

SECTION 11.02.Severability.

In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.03.Release of Guarantors.

If the Securities are defeased in accordance with the terms of the third sentence of Section 9.01 hereof, or if all or substantially all of the assets of any Guarantor or all of the Capital Stock of any Guarantor is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a

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transaction constituting an Asset Disposition and if (x) the Net Available Proceeds from such Asset Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers’ Certificate covenanting that the Net Available Proceeds from such Asset Disposition shall be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then such Guarantor (in the case of such a defeasance or in the event of a sale or other disposition of all of the Capital Stock of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor), shall be deemed released from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder.  The Trustee shall, at the sole cost and expense of the Issuers and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate, instrument evidencing such release upon a Company Request accompanied by an Officers’ Certificate certifying as to the compliance with this Section.

SECTION 11.04.Limitation of Guarantors’ Liability.

Each Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by each Guarantor pursuant to its respective Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S.  Federal or state or other applicable law.  To effectuate the foregoing intention, the Holders and each Guarantor hereby irrevocably agree that the obligations of each Guarantor under its respective Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of each Guarantor result in the obligations of any Guarantor under its respective Guarantee not constituting such fraudulent transfer or conveyance.

SECTION 11.05.Execution of Guarantee.

To further evidence its Guarantee to the Holders, each Guarantor hereby agrees to execute a Guarantee in substantially the form set forth in Exhibit A hereto to be endorsed on each Security ordered to be authenticated and delivered by the Trustee.  Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of its Guarantee.  A Guarantee shall be signed on behalf of each Guarantor by its Chairman of the Board, its President or one of its Vice Presidents prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor.  Such signature upon the Guarantee may be the manual or facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee, and in case such officer who shall have signed the Guarantee shall cease to be such officer before the Security on which the Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Issuers, such Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of any Guarantor.

SECTION 11.06.Subordination of Subrogation and Other Rights.

Each Guarantor hereby agrees that any claim against an Issuer that arises from the payment, performance or enforcement of such Guarantor’s obligations under its Guarantee or this Indenture, including, without limitation, any right of subrogation, shall be subject and subordinate to, and no payment with respect to any such claim of any Guarantor shall be made before, the payment in full in cash of all outstanding Securities in accordance with the provisions provided therefor in this Indenture.

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ARTICLE TWELVE

SUBORDINATION OF GUARANTEES

SECTION 12.01.Guarantee Obligations Subordinated to Guarantor Senior Debt.

Each Guarantor covenants and agrees, and the Trustee and each Holder of the Securities by his acceptance thereof likewise covenant and agree, that the Guarantee shall be subject to the provisions of this Article and that any payments on its Guarantee are subordinated in right of payment, to the extent and in the manner provided hereunder, to the prior payment in full of all Guarantor Senior Debt, and that the subordination is for the benefit of the holders of Guarantor Senior Debt and they and/or each of them may enforce such subordination.  For the purposes of this Article Twelve, no Guarantor Senior Debt shall be deemed to have been paid in full unless the holders or owners thereof have received payment in full in cash; a distribution may consist of cash, securities or other property, by set-off by way of collateral or otherwise; any payment or distribution includes any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of any Guarantor or any Subsidiary thereof that is subordinated to the Guarantee or Claims; and a payment or distribution on account of any Obligations with respect to the Guarantee shall include any redemption, purchase or other acquisition of the Securities, whether pursuant to an Offer to Purchase or otherwise.

The Guarantees are not senior or superior in right of payment to, and rank pari pasu with, the guarantee of the 1996 Notes.

SECTION 12.02.No Payment on Guarantee in Certain Circumstances.

(a)           No direct or indirect payment or distribution by or on behalf of any Guarantor of principal of, premium, if any, or interest on or other Obligations in respect of the Securities pursuant to its Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, or on account of any Claim shall be made and the Holders and the Trustee shall not receive, directly or indirectly, any such payment or distribution if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Debt of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise (and the Trustee has received written notice thereof pursuant to Section 12.06 hereof), and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Debt.  In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice pursuant to Section 12.06 hereof (the “Guarantor Payment Blockage Notice”) from a holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt has been discharged or repaid in full, no direct or indirect payment or distribution shall be made by or on behalf of any Guarantor on account of or with respect to the Securities or on account of any Claim or Obligation with respect to the Securities, except from those funds held in trust by the Trustee or any Paying Agent for the benefit of the Holders of any Securities, to such Holders, during a period (a “Guarantor Blockage Period”) commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter.

Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Blockage Period extend beyond 179 days from the date of the Guarantor Payment Blockage

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Notice in respect thereof and (y) there must be 180 days in any 360 day period during which no Guarantor Payment Blockage Period is in effect.  Not more than one Guarantor Blockage Period may be commenced with respect to the Guarantor during any period of 360 consecutive days.  No default or event of default that existed or was continuing on the date of commencement of any other Guarantor Blockage Period with respect to the Designated Senior Debt initiating such Guarantor Payment Blockage Period may be, or be made, to the extent the holders of such Designated Senior Debt had knowledge of the same, the basis for the commencement of any other Guarantor Blockage Period by the holder or holders of such Designated Guarantor Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default has been cured or waived for a period of not less than 90 consecutive days.

(b)           In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee, any Paying Agent or any Holder when such payment is prohibited by Section 12.02(a), such payment shall be held in trust for the benefit of, and shall, to the extent that, upon notice from the Trustee to the holders of such Guarantor Senior Debt that such prohibited payment has been made (which notice the Trustee hereby agrees to forthwith send, provided that the Trustee has received notice of such prohibition under Section 12.06), the holders of such Guarantor Senior Debt (or their agent, representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Guarantor Senior Debt, if any, the amounts specified in such notice to the Trustee shall be paid over or delivered (in the same form as received, with any necessary endorsement) to, such holders of Guarantor Senior Debt as their interests may appear, or their agent, representative or the trustee for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of all Obligations with respect to Guarantor Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms.

SECTION 12.03.Payment Over of Proceeds upon Dissolution, etc.

(a)           Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding-up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings relating to any Guarantor or its property or in an assignment for the benefit of creditors, or an arrangement, adjustment, composition or relief of any Guarantor or its debts or any marshalling of the assets and liabilities of any Guarantor, all amounts due or to become due with respect to all Guarantor Senior Debt (including any interest accruing subsequent to the commencement of any such proceeding at the rate specified in the applicable Guarantor Senior Debt) shall be first paid in full, or payment provided for, before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment or distribution on account of the principal of, premium, if any, or interest on the Securities pursuant to its Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities or any distribution with respect to the Securities of any cash, property or securities or payment of any Claims or of any other Obligations with respect to the Securities.  Before any payment may be made by, or on behalf of, any Guarantor of the principal of or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt held by such holders) or their representatives or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, to the extent

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necessary to pay all such Guarantor Senior Debt in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt.

(b)           In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee, any Paying Agent or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.03(a) and before all obligations in respect of the Guarantor Senior Debt are paid in full, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered (in the same form as received with any necessary endorsements) to, the holders of such Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Guarantor Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms until all such Guarantor Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt.

(c)           For purposes of this Section, the words “cash, property or securities” shall not be deemed to include, so long as the effect of these clauses (x) and (y) is not to cause any Guarantee to be treated in any case or proceeding or similar event described in this Section as part of the same class of claims as Guarantor Senior Debt or any class of claims on a parity with or senior to Guarantor Senior Debt for any payment or distribution, (x) any payment or distribution of securities of any Guarantor or any other corporation authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of its Guarantee to the Guarantor Senior Debt, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy, insolvency or other similar law, or (y) securities of any Guarantor or any other corporation provided for by a plan of reorganization or readjustment which are subordinated, to at least the same extent as its Guarantee, to the payment of all Guarantor Senior Debt then outstanding and, in the case of either clause (x) or (y), all terms of such Securities are satisfactory to the Agent under the Credit Agreement and such plan of reorganization has been approved by such Agent under the Credit Agreement; provided, however, that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Guarantor Senior Debt and (ii) the rights of the holders of the Guarantor Senior Debt are not, without the consent of such holders of the Guarantor Senior Debt, altered by such reorganization or readjustment.  The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

SECTION 12.04.Subrogation.

Upon the payment in full of all Guarantor Senior Debt, or provision for payment, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Debt to receive payments or distributions of cash, property or securities of any Guarantor made on such Guarantor Senior Debt until the principal of and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such Guarantor Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee on their behalf would be

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entitled except for the provisions of this Article, and no payment over pursuant to the provisions of this Article to the holders of such Guarantor Senior Debt by Holders of the Securities or the Trustee on their behalf shall, as between the Guarantor, its creditors other than holders of such Guarantor Senior Debt, and the Holders of the Securities, be deemed to be a payment by such Guarantor to or on account of such Guarantor Senior Debt.  It is understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of Guarantor Senior Debt, on the other hand.

If any payment or distribution to which the Holders of the Securities would otherwise have been entitled but for the provisions of this Article shall have been applied, pursuant to the provisions of this Article, to the payment of all amounts payable under Guarantor Senior Debt, then and in such case, the Holders of the Securities shall be entitled to receive from the holders of such Guarantor Senior Debt any payments or distributions received by such holders of Guarantor Senior Debt in excess of the amount required to make payment in full, or provision for payment, of such Guarantor Senior Debt.

SECTION 12.05.Obligations of Guarantor Unconditional.

Nothing contained in this Article or elsewhere in this Indenture or in the Securities or any Guarantee is intended to or shall impair, as among any Guarantor and the Holders of the Securities, the obligation of such Guarantor, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with the terms of its Guarantee, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Guarantors other than the holders of Guarantor Senior Debt, nor shall anything herein or therein prevent the Holder of any Security or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Guarantor Senior Debt in respect of cash, property or securities of the Guarantors received upon the exercise of any such remedy.

Without limiting the generality of the foregoing, nothing contained in this Article shall restrict the right of the Trustee or the Holders of Securities to take any action to declare the Securities to be due and payable prior to their stated maturity pursuant to Section 6.01 or to pursue any rights or remedies hereunder; provided, however, that all Guarantor Senior Debt then due and payable shall first be paid in full before the Holders of the Securities or the Trustee are entitled to receive any direct or indirect payment from any Guarantor of principal of or interest on the Securities pursuant to its Guarantee.

SECTION 12.06.Notice to Trustee.

The Issuers and each Guarantor shall give prompt written notice to the Trustee of any fact known to the Issuers or any Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article.  The Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of an Issuer or such Guarantor, or by a holder of Guarantor Senior Debt or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys from any Guarantor and to apply the same to the purpose for which they were received, and shall not be affected by any notice to

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the contrary which may be received by it on or after such prior date.  Nothing contained in this Section 12.06 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by Sections 12.02 and 12.03.  The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Debt (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt or a trustee or representative on behalf of any such holder.

In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 12.07.Reliance on Judicial Order or Certificate of Liquidating Agent.

Whenever a distribution is to be made or a notice is to be given to holders of Guarantor Senior Debt, the distribution may be made and the notice may be given to the trustee or any agent or representative for such Guarantor Senior Debt.

Upon any payment or distribution of assets or securities of any Guarantor referred to in this Article Twelve, the Trustee and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior Debt and other indebtedness of any Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Twelve.

SECTION 12.08.Trustee’s Relation to Guarantor Senior Debt.

The Trustee and any Paying Agent shall be entitled to all the rights set forth in this Article with respect to any Guarantor Senior Debt which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Guarantor Senior Debt, and nothing in this Indenture shall deprive the Trustee or any Paying Agent of any of its rights as such holder.

With respect to the holders of Guarantor Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of Guarantor Senior Debt shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior Debt (except with respect to funds held in trust as provided in Sections 12.02(b) and 12.03(b)).

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SECTION 12.09.Subordination Rights Not Impaired by Acts or Omissions of Any Guarantor or Holders of Guarantor Senior Debt.

No right of any present or future holders of any Guarantor Senior Debt to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Guarantor, the Trustee, any Paying Agent or any registrar with the terms and provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.  The provisions of this Article are intended to be for the benefit of, and shall be enforceable directly by, the holders of Guarantor Senior Debt.

All rights and interests under this Indenture of the Agent under the Credit Agreement and the other holders of Guarantor Senior Debt, and all agreements and obligations of the Trustee, the Holders of Securities, each Guarantor and the Issuers under this Article Twelve shall remain in full force and effect irrespective of any lack of validity or enforceability of the Credit Agreement, any promissory notes evidencing the Indebtedness thereunder, or any other agreement or instrument relating thereto or to any other Guarantor Senior Debt, including, without limitation, any agreement referred to in the definition of Credit Agreement.

The provisions set forth in this Article Twelve constitute a continuing agreement and shall (i) be and remain in full force and effect until payment in full of all indebtedness under the Credit Agreement at such time when no bank shall have any obligations to make advances under the Credit Agreement, (ii) be binding upon the Trustee, the Holders of Securities and each Guarantor, and their respective successors, transferees and assigns, and (iii) inure to the benefit of, and be enforceable directly by, each of the holders of Guarantor Senior Debt and their respective successors, transferees and assigns.

The Agent under the Credit Agreement is hereby authorized to demand specific performance of the provisions of this Article Twelve, whether or not the Guarantor shall have complied with any of the provisions in this Article Twelve, at any time when the Trustee or any Holder of Securities shall have failed to comply with any of these provisions.  The Trustee and the Holders of Securities hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

SECTION 12.10.Securityholders Authorize Trustee To Effectuate Subordination of Guarantee.

Each Holder of Securities by his acceptance of such Securities authorizes and expressly directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article, and appoints the Trustee his attorney-in-fact for such purposes.  including, in the event of any proceeding for the dissolution, winding up, liquidation or reorganization of any Guarantor (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise) or tending towards liquidation of the business and assets of any Guarantor, the filing of a claim for the unpaid balance of its or his Securities in the form required in those proceedings.

SECTION 12.11.This Article Not To Prevent Events of Default.

The failure to make a payment on account of principal of or interest on the Securities by reason of any provision of this Article shall not be construed as preventing the occurrence of an Event of Default specified in clause (1), (2) or (3) of Section 6.01.

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SECTION 12.12.Trustee’s Compensation Not Prejudiced.

Nothing in this Article shall apply to amounts due to the Trustee pursuant to other sections in this Indenture, including Section 7.07 hereof.

SECTION 12.13.No Waiver of Guarantee Subordination Provisions.

Without in any way limiting the generality of Section 12.09, the holders or owners of Guarantor Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Debt, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, all or any of the Guarantor Senior Debt (including any change in the rate of interest thereon) or otherwise amend or supplement in any manner, or grant any waiver or release with respect to, Guarantor Senior Debt or any instrument evidencing the same or any agreement under which Guarantor Senior Debt is outstanding or secured; (b) sell, exchange, release, not perfect or otherwise deal with any property at any time pledged, assigned, mortgaged or otherwise securing Guarantor Senior Debt, or amend, or grant any waiver or release with respect to, or consent to, any departure from any guarantee for all or any of the Guarantor Senior Debt; (c) release any Person liable in any manner under or in respect of Guarantor Senior Debt; (d) exercise or refrain from exercising any rights against , and release from obligations of any type, the Guarantor and any other Person; and (e) apply any sums from time to time received to the Guarantor Senior Debt.

SECTION 12.14.Payments May Be Paid Prior to Dissolution.

Nothing contained in this Article or elsewhere in this Indenture shall prevent (i) the Guarantor, except under the conditions described in Sections 12.02 and 12.03, from making payments of principal of and interest on the Securities, or from depositing with the Trustee any moneys for such payments, or (ii) the application by the Trustee of any moneys deposited with it for the purpose of making such payments of principal of, premium, if any, and interest on the Securities, to the holders entitled thereto unless at least two Business Days prior to the date upon which such payment becomes due and payable, the Trustee shall have received the written notice provided for in Section 12.02(b) or in Section 12.06.  Each Guarantor shall give prompt written notice to the Trustee of any dissolution, winding-up, liquidation or reorganization of such Guarantor.

ARTICLE THIRTEEN

MISCELLANEOUS

SECTION 13.01.Trust Indenture Act Controls.

This Indenture is subject to the provisions of the TIA that are required to be a part of this Indenture, and shall, to the extent applicable, be governed by such provisions.  If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified.  If any provision of this indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture.

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The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this indenture, whether or not physically contained herein.

SECTION 13.02.Notices.

Any notice or communication shall be sufficiently given if in writing and delivered in person, by facsimile and confirmed by overnight courier, or mailed by first-class mail addressed as follows:

if to the Issuers or any Guarantor:

Euramax International, Inc.

5445 Triangle Parkway

Suite 350

Norcross, Georgia  30092

Attention:              R. Scott Vansant

Facsimile:               (770) 263-8031

Telephone:            (770) 449-7066

with a copy to:

Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania  19103-2793

Attention:  Craig L. Godshall, Esq.

Facsimile:               (215) 994-2222

Telephone:            (215) 994-2491

if to the Trustee:

JPMorgan Chase Bank

4 New York Plaza

New York, New York  10004

Attention:              Institutional Trust Services

Facsimile:               (212) 623-6167

Telephone:            (212) 623-6795

The Company, each Guarantor or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed, first class, postage prepaid, to a Securityholder, including any notice delivered in connection with TIA § 310(b), TIA § 313(c), TIA § 314(a) and TIA § 315(b), shall be mailed to him, at his address as set forth on the registration books of the Registrar and

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shall be sufficiently given to him, if so mailed within the time prescribed.  To the extent required by the TIA, any notice or communication shall also be mailed to any Person described in TIA § 313(c).

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders.  Except for a notice to the Trustee, which is deemed given only when received, if a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give any notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 13.03.Communications by Holders with Other Holders.

Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities.  The Issuers, the Trustee, the Registrar and any other person shall have the protection of TIA § 312(c).

SECTION 13.04.Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers or any Guarantor to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee at the request of the Trustee:

(1)           an Officers’ Certificate in form satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2)           an Opinion of Counsel in form satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 13.05.Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)           a statement that the person making such certificate or opinion has read such covenant or condition;

(2)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)           a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)           a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

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SECTION 13.06.Rules by Trustee, Paying Agent, Registrar.

The Trustee may make reasonable rules for action by or at a meeting of Securityholders.  The Paying Agent or Registrar may make reasonable rules for its functions.

SECTION 13.07.Governing Law.

The laws of the State of New York shall govern this Indenture, the Securities and the Guarantees without regard to principles of conflicts of law.

SECTION 13.08.No Recourse Against Others.

A director, officer, employee, incorporator or stockholder, as such, of any of the Issuers or any Guarantor shall not have any liability for any obligations of any of the Issuers or any Guarantor under the Securities, the Guarantees or this Indenture or for any claim based on in respect of or by reason of such obligations or their creation.  Each Securityholder by accepting a Security waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Securities and the Guarantees.  The waiver may not be effective to waive liabilities under federal securities laws.

SECTION 13.09.Successors.

All agreements of each of the Issuers in this Indenture and the Securities shall bind its successor.  All agreements of any Guarantor in this Indenture and Securities shall bind its successor.  All agreements of the Trustee in this Indenture shall bind its successor.

SECTION 13.10.Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 13.11.Severability.

In case any provision in this Indenture, in the Securities or in the Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and a Holder shall have no claim therefor against any party hereto.

SECTION 13.12.No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt agreement of any of the Issuers or a Subsidiary.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.13.Legal Holidays.

If a payment date is not a Business Day, payment may be made on the next succeeding Business Day, and no interest shall accrue for the intervening period.

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SECTION 13.14.Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

The Issuers (i) acknowledge that they have, by separate written instrument, designated and appointed CT Corporation (the “Process Agent”), 111 Eighth Avenue, New York, New York 10011, United States, as their authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Book-Entry Interest or the Indenture that may be institutes in any Federal or State court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledge that the Process Agent has accepted such designation, (ii) submit to the jurisdiction of any such court in any such suit, action or proceeding and (iii) agree that service of process upon the Process Agent and written notice of said service to it (mailed or delivered to the Executive Director of the Company at its principal office as specified in Section 13.02 hereof), shall be deemed in every respect effective service of process upon it in any such suit or proceeding.  The Issuers further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as this Agreement shall be in full force and effect; provided that the Issuers may (and shall, to the extent the Process Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 13.14 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 13.14.  Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York.  Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Issuers appointed and acting in accordance with this Section 13.14.

To the extent that any of the Issuers has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Issuer hereby irrevocably waives such immunity in respect of its obligations under this Indenture, to the extent permitted by law.

(Signature Pages Follow)

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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer
EURAMAX INTERNATIONAL HOLDINGS B.V.
By:	/s/ S. Kirk Huddleston
	Name: S. Kirk Huddleston
	Title: Attorney in fact for Rob Dresen on behalf of Euramax European Holdings B.V., sole director of Euramax International Holdings B.V.

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AMERIMAX BUILDING PRODUCTS, INC.
AMERIMAX COATED PRODUCTS, INC.
AMERIMAX DIVERSIFIED PRODUCTS, INC.
AMERIMAX FABRICATED PRODUCTS, INC.
AMERIMAX FINANCE COMPANY, INC.
AMERIMAX HOME PRODUCTS, INC.
AMERIMAX LAMINATED PRODUCTS, INC.
AMERIMAX RICHMOND COMPANY
FABRAL HOLDINGS, INC.
FABRAL, INC.,
as Guarantors
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer

AMERIMAX UK, INC.
as a Guarantor
By:	/s/ Ian Pittendreigh
	Name: Ian Pittendreigh
	Title: Secretary/Director

JPMORGAN CHASE BANK, as Trustee
By:	/s/ Natalia Moran
	Name: Natalia Moran
	Title: Vice President

EXHIBIT A

[Insert Applicable Legends]

[Insert in Global Securities only - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

THIS SECURITY MAY NOT BE OFFERED, TRANSFERRED OR SOLD, WHETHER DIRECTLY OR INDIRECTLY, TO ANY INDIVIDUAL OR LEGAL ENTITY, OTHER THAN TO INDIVIDUALS OR LEGAL ENTITIES, WHETHER SITUATED IN OR OUTSIDE THE NETHERLANDS, WHO OR WHICH TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF THEIR PROFESSION OR TRADE (WHICH INCLUDES BANKS, SECURITIES FIRMS, INVESTMENT INSTITUTIONS, INSURANCE COMPANIES, PENSION FUNDS, OTHER INSTITUTIONAL INVESTORS AND COMMERCIAL ENTERPRISES WHICH REGULARLY, AS AN ANCILLARY ACTIVITY, INVEST IN SECURITIES).

EURAMAX INTERNATIONAL, INC.

EURAMAX INTERNATIONAL HOLDINGS B.V.

CUSIP NO.:  [29843Q AA 0 (144A) or U26903 AA 9 (Regulation S)]

ISIN: [US29843Q AA 04 (144A) or U26903 AA 9 (Regulation S)]

No.

8¹/₂% SENIOR SUBORDINATED NOTE DUE 2011

Euramax International, Inc., and Euramax International Holdings B.V.  promise to pay to [                     ] or registered assigns the principal sum  [Insert in Definitive Securities - - of $                        ] [Insert in Global Securities - indicated in Schedule A hereto] on the Maturity Date of August 15, 2011.

Interest Payment Dates: February 15 and August 15

Regular Record Dates:  February 1 and August 1

IN WITNESS WHEREOF, EURAMAX INTERNATIONAL, INC., and EURAMAX INTERNATIONAL HOLDINGS B.V.  have caused this instrument to be executed in their respective corporate names by the manual or facsimile signatures of their duly authorized officers.

EURAMAX INTERNATIONAL, INC.
By:
	Name:
	Title:
By:
	Name:
	Title:
EURAMAX INTERNATIONAL HOLDINGS B.V.
By:
	Name:
	Title:

Dated:

A-2

Certificate of Authentication:

This is one of the 8¹/₂% Senior Subordinated Notes due 2011 referred to in the within-mentioned Indenture.

JPMORGAN CHASE BANK, as Trustee

By
	Authorized Officer

A-3

(REVERSE OF SECURITY)

EURAMAX INTERNATIONAL, INC.

EURAMAX INTERNATIONAL HOLDINGS B.V.

8¹/₂% Senior Subordinated Note due 2011

1.             Interest.

Euramax International, Inc., a corporation organized under the laws of Delaware (the “Company”), and Euramax International Holdings B.V., a Dutch registered company (“Euramax B.V.” and together with the Company, the “Issuers”), promise to pay interest at the rate of 8¹/₂% per annum on the principal amount of this Security semiannually on each Interest Payment Date referred to on the face hereof commencing on February 15, 2004, until the principal hereof is paid or made available for payment.  Interest on the Securities will accrue from and including the most recent date to which interest has been paid or duly provided for, or if no interest has been paid or duly provided for, from and including August 6, 2003, through but excluding the date on which the principal hereof is paid or made available for payment.  If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.             Method of Payment.

The interest payable on the Securities, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Security is registered at the close of business on the Regular Record Date, which shall be the February 1 or August 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for, and any interest payable on such defaulted interest (to the extent lawful), will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Security is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Company, notice of which shall be given to Holders not less than 15 days prior to such special record date.  Payment of the principal of and interest on this Security will be made at the agency of the Issuers maintained for that purpose in New York, New York and at any other office or agency maintained by the Issuers for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuers payment of interest may be made by check mailed to the address of the person entitled thereto as such address shall appear in the Security register.

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3.             Paying Agent.

Initially, JPMorgan Chase Bank (the “Trustee”) will act as Paying Agent, Registrar or co-Registrar.   The Issuers may change any Paying Agent, without notice to the Holders of Securities.  The Issuers or any of their Subsidiaries may act as Registrar or co-Registrar.

4.             Indenture.

This Security is one of a duly authorized issue of Securities of the Issuers, designated as their 8¹/₂% Senior Subordinated Notes due 2011 (the “Securities”), issuable under an indenture dated as of August 6, 2003 (the “Indenture”), among the Issuers, the Guarantors party thereto from time to time and the Trustee.   Subject to compliance with the terms of the Indenture, Additional Securities (as defined in the Indenture) may be issued under the Indenture from time to time.  The terms of the Securities include those stated in the Indenture and those made part of the Indenture by the Trust Indenture Act of 1939 (the “Act”) (15 U.S.  Code §§ 77aaa-77bbbb) as in effect on the date of the Indenture and the date the Indenture is qualified under the Act.  The Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the Act for a statement of them.  Each Securityholder, by accepting a Security, agrees to be bound to all of the terms and provisions of the Indenture, as the same may be amended from time to time.  Payment on each Security is guaranteed on a senior subordinated basis by the Guarantor pursuant to Article Eleven of the Indenture.

The Securities are subordinated in right of payment to all Senior Debt of the Issuers to the extent and in the manner provided in the Indenture.  Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose.

Capitalized terms contained in this Security to the extent not defined herein shall have the meanings assigned to them in the Indenture.

5.             Additional Amounts.

The Issuers will pay to the Holders of Securities such Additional Amounts as may become payable under Section 4.19 of the Indenture.

6.             Optional Redemption.

(a)           The Securities may be redeemed, in whole or in part,  at any time prior to  August 15, 2007 at the option of the Company upon not less than 30 nor more than 60 days prior notice mailed to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date).

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(b)           The Securities will be subject to redemption, at the option of the Company, in whole or in part, at any time on or after August 15, 2007 and prior to maturity at the following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest and Additional Interest, if any, to but excluding the date fixed for redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on an interest payment date that is on or prior to the date fixed for redemption), if redeemed during the 12-month period beginning August 15 of the years indicated:

Year	Percentage
2007	104.250
2008	102.125
2009 and thereafter	100.000

(c)           In addition, prior to August 15, 2006, the Company may redeem up to 35% of the principal amount of the Securities with the net cash proceeds received by the Company from one or more public offerings of Capital Stock of the Company (other than Disqualified Stock), at a redemption price (expressed as a percentage of the principal amount) of 108.50% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for redemption; provided, however, that (1) at least 65% of the aggregate principal amount of the Securities remains outstanding immediately after any such redemption (excluding any Securities owned by the Company or any of its Affiliates), and (2) the redemption occurs within 120 days of the date of the closing of the public equity offering.

7.             Redemption for Changes in Withholding Taxes.

Securities may be redeemed, at the option of the Issuers, as a whole, but not in part (limited to Securities with respect to which payment of an Additional Amount is or may be required), at any time at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest and Additional Interest, if any, to the date fixed for redemption and any Additional Amounts payable with respect thereto, if the Issuers determine and certify to the Trustee immediately prior to the giving of such notice that (i) they have or will become obligated to pay Additional Amounts in respect of such Securities as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of The Netherlands or any relevant jurisdiction or any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) which change, amendment, application or interpretation becomes effective on or after the Issue Date and (ii) such obligation cannot be avoided by the Issuers taking reasonable measures available to them, provided, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Issuers would be obligated to pay such Additional Amounts if a payment in respect of such Securities was then due.

A-6

8.             Purchase upon Occurrence of a Change of Control.

Within 30 days following the date of the consummation of a transaction resulting in a Change of Control, the Issuers (or any of them) will commence an offer to Purchase all outstanding Securities at a purchase price in cash equal to 101% of their principal amount plus accrued interest to the Purchase Date.

9.             Notice of Redemption.

The Issuers shall cause notice of redemption to be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address.  The Issuers will also comply with any notice requirement of the stock exchange or exchanges on which the Securities are listed.  Securities may be redeemed in amounts of $1,000 or an integral multiple of $1,000.  On and after the redemption date, interest ceases to accrue on those Securities or portions of them called for redemption.

10.           Denominations; Transfer; Exchange.

The Securities are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.  The Global Security will represent and will be denominated in an amount equal to the aggregate principal amount of all the Securities issued and not yet cancelled.  A Holder may transfer or exchange Securities in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Registrar need not transfer or exchange any Securities during a period beginning on the opening of business 15 days before the day Securities are selected for redemption and during such other periods as are provided for in the Indenture.

11.           Persons Deemed Owners.

Except as provided in paragraph 2, the Holder of this Security may be treated as the owner of this Security for all purposes.

12.           Unclaimed Funds.

If funds for the payment of principal or interest remain unclaimed for two years, the Trustee or Paying Agent will repay the funds to the Issuers at their request.  After such repayment Holders of Securities entitled to such funds must look to the Issuers for payment unless an abandoned property law designates another Person.

13.           Discharge Prior to Redemption or Maturity.

The Indenture will be discharged and cancelled except for certain Sections thereof, subject to the terms of the Indenture, upon the payment of all the Securities or upon the

A-7

irrevocable deposit with the Trustee of funds or United States Government Obligations sufficient for such payment or redemption.

14.           Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the outstanding Securities, and any past default or compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the outstanding Securities.  Without notice to or the consent of any Holder, the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture or the Securities to cure any ambiguity, defect or inconsistency, or to make any change that does not adversely affect the rights of any Holder of Securities.

15.           Restrictive Covenants.

The Securities are general unsecured senior subordinated obligations of the Issuers.  The Indenture restricts, among other things, the ability of the Issuers or any of their Subsidiaries to permit any Liens to be imposed on their assets or to make certain payments and investments, limits the Indebtedness which the Issuers and their Subsidiaries may incur and limits the terms on which the Issuers may engage in Asset Dispositions.  The Issuers are also obligated under certain circumstances to make an offer to purchase Securities with the net cash proceeds of certain Asset Dispositions.  The Company must report quarterly to the Trustee on compliance with certain covenants in the Indenture.

16.           Successor Corporation.

Pursuant to the Indenture, the ability of the Issuers and any Guarantor to consolidate with, merge with or into or transfer their assets to another Person is conditioned upon certain requirements, including certain financial requirements applicable to the surviving Person.

17.           Defaults and Remedies.

If an Event of Default shall occur and be continuing, the principal of all of the outstanding Securities, plus all accrued and unpaid interest, if any, to the date the Securities become due and payable, may be declared due and payable in the manner and with the effect provided in the Indenture.

18.           Trustee Dealings with Issuers.

The Trustee in its individual or any other capacity, may become the owner or pledgee of Securities and make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not Trustee.

A-8

19.           No Recourse Against Others.

A director, officer, employee or stockholder, as such, of any Issuer or any Guarantor shall not have any liability for any obligations of any Issuer or any Guarantor under the Securities, the Guarantees or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  Each Holder of a Security by accepting a Security waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Securities.

20.           Authentication.

This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security.

21.           CUSIP or ISIN Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP and ISIN numbers to be printed on the Securities and have directed the Trustee to use CUSIP and ISIN numbers in notices of redemption as a convenience to Securityholders.  No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

22.           Abbreviations.

Customary abbreviations may be used in the name of Securityholder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

23.           Registration Rights.

The Issuers and the Guarantors have agreed pursuant to the terms of a registration rights agreement (the “Registration Rights Agreement”), for the benefit of the holders of the Securities, that the Issuers and the Guarantors will use their best efforts, and at their cost, to file and cause to become effective a registration statement with respect to a registered offer to exchange the Securities for an issue of notes of the Issuers (the “Exchange Securities”) with terms identical to the Securities, which Exchange Securities will be guaranteed by the Guarantors with terms identical to the Guarantees.  Upon such registration statement being declared effective, the Issuers shall offer the Exchange Securities in return for surrender of the Securities.  In the event that (i) the registration statement relating to the exchange offer is not filed with the SEC on or prior to the 90th day following the Issue Date, (ii) such registration statement is not declared effective by the SEC on or prior to the 180th day following the Issue Date, or (iii) the exchange offer is not consummated on or before the 30th Business Day following the date of effectiveness of the registration

A-9

statement relating to the exchange offer (each such event referred to in clauses (i) through (iii), a “Registration Default”), then the Issuers will pay additional interest (in addition to the interest otherwise due on the Securities) to each holder of Securities during the first 90-day period immediately following the occurrence of each such Registration Default in an amount equal to 0.25% per annum.  The amount of interest will increase by an additional 0.25% per annum for each subsequent 90-day period until such Registration Default is cured, up to a maximum amount of additional interest of 1.00% per annum.  Such additional interest will be payable in the same manner and to the same Persons as the interest otherwise due on the Securities and will cease accruing on such Securities when the Registration Default has been cured.

24.           Governing Law.

The laws of the State of New York shall govern the Indenture, this Security and the Guarantees without regard to principles of conflicts of law.

The Company will furnish to any Holder of record of Securities upon written request and without charge a copy of the Indenture.

A-10

[FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

SENIOR SUBORDINATED GUARANTEE

The Guarantor (as defined in the Indenture referred to in the Security upon which this notation is endorsed) hereby unconditionally guarantees on a senior subordinated basis (such guarantee being referred to herein as the “Guarantee”) the due and punctual payment of the principal of, premium, if any, and interest on the Securities, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest, if any, on the Securities, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee, all in accordance with the terms set forth in Article Eleven of the Indenture.

The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth, and are expressly subordinated and subject in right of payment to the prior payment in full of all Guarantor Senior Debt, to the extent and in the manner provided, in Article Twelve of the Indenture, and reference is hereby made to such Indenture for the precise terms of the Guarantee therein made.

The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.

A-11

This Guarantee is subject to release upon the terms set forth in the Indenture.

[GUARANTOR]
By:
	Name:
	Title:

A-12

ASSIGNMENT FORM

If you the Holder want to assign this Security, fill in the form below and have your signature guaranteed:

I or we assign and transfer this Security to:

(Print or type name, address and zip code

and social security or tax ID number of assignee)

and irrevocably appoint                                                                                                                                               agent to transfer this Security on the books of the Issuers.  The agent may substitute another to act for him.

Dated:	Signed:
		(Sign exactly as name appears on the other side of this Security)

Signature Guarantee:
	Commercial bank, trust company or member firm of the New York Stock Exchange

A-13

OPTION OF HOLDER TO ELECT PURCHASE

If you the Holder want to elect to have this Security purchased by the Issuers, check the box:  o

If you want to elect to have only part of this Security purchased by the Issuers, state the amount: $                         ($1,000 or an integral multiple thereof)

Dated:	Your signature:
Signature Guarantee:
		Commercial bank, trust company or member firm of the New York Stock Exchange

[Insert in Global Securities only]

Schedule A

The initial principal amount of this Security shall be $             .  The following decreases/increases in the principal amount of this Security have been made:

Date of
Decrease/Increase Decrease in
Principal Amount Increase in
Principal Amount Principal Amount
Following such
Decrease/Increase Notation Made by
or on Behalf of
Registrar

A-14

EXHIBIT B

[Insert in Global Securities only - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

THIS SECURITY MAY NOT BE OFFERED, TRANSFERRED OR SOLD, WHETHER DIRECTLY OR INDIRECTLY, TO ANY INDIVIDUAL OR LEGAL ENTITY, OTHER THAN TO INDIVIDUALS OR LEGAL ENTITIES, WHETHER SITUATED IN OR OUTSIDE THE NETHERLANDS, WHO OR WHICH TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF THEIR PROFESSION OR TRADE (WHICH INCLUDES BANKS, SECURITIES FIRMS, INVESTMENT INSTITUTIONS, INSURANCE COMPANIES, PENSION FUNDS, OTHER INSTITUTIONAL INVESTORS AND COMMERCIAL ENTERPRISES WHICH REGULARLY, AS AN ANCILLARY ACTIVITY, INVEST IN SECURITIES).

EURAMAX INTERNATIONAL, INC.

EURAMAX INTERNATIONAL HOLDINGS B.V.

CUSIP NO.: 29843Q AB 8

ISIN: US29843Q AB 86

No.

8¹/₂% SENIOR SUBORDINATED NOTE DUE 2011

Euramax International Inc., and Euramax International Holdings B.V. promise to pay to [                          ] or registered assigns the principal sum  [Insert in Definitive Securities - - of $                             ] [Insert in Global Securities - indicated in Schedule A hereto] on the Maturity Date of August 15, 2011.

Interest Payment Dates: February 15 and August 15

Regular Record Dates: February 1 and August 1

IN WITNESS WHEREOF, EURAMAX INTERNATIONAL INC., and EURAMAX INTERNATIONAL HOLDINGS B.V.  have caused this instrument to be executed in their respective corporate names by the manual or facsimile signatures of their duly authorized officers.

EURAMAX INTERNATIONAL, INC.
By:
	Name:
	Title:
By:
	Name:
	Title:
EURAMAX INTERNATIONAL HOLDINGS B.V.
By:
	Name:
	Title:

B-2

Dated:

Certificate of Authentication:

This is one of the 8¹/₂% Senior Subordinated Notes due 2011 referred to in the within-mentioned Indenture.

JPMorgan Chase Bank, as Trustee

By
	Authorized Officer

B-3

(REVERSE OF SECURITY)

EURAMAX INTERNATIONAL, INC.

EURAMAX INTERNATIONAL HOLDINGS B.V.

8¹/₂% Senior Subordinated Note due 2011

1.             Interest.

Euramax International Inc., a corporation organized under the laws of Delaware (the “Company”), and Euramax International Holdings B.V., a Dutch registered company (“Euramax B.V.” and together with the Company, the “Issuers”), promise to pay interest at the rate of 8¹/₂% per annum on the principal amount of this Security semiannually on each Interest Payment Date referred to on the face hereof commencing on February 15, 2004 until the principal hereof is paid or made available for payment.  Interest on the Securities will accrue from and including the most recent date to which interest has been paid or duly provided for, or if no interest has been paid or duly provided for, from and including August 6, 2003, through but excluding the date on which the principal hereof is paid or made available for payment.  If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.             Method of Payment.

The interest payable on the Securities, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Security is registered at the close of business on the Regular Record Date, which shall be the February 1 or August 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for, and any interest payable on such defaulted interest (to the extent lawful), will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Security is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Company, notice of which shall be given to Holders not less than 15 days prior to such special record date.  Payment of the principal of and interest on this Security will be made at the agency of the Issuers maintained for that purpose in New York, New York and at any other office or agency maintained by the Issuers for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuers payment of interest may be made by check mailed to the address of the person entitled thereto as such address shall appear in the Security register.

B-4

3.             Paying Agent and Registrar.

Initially, JPMorgan Chase Bank (the “Trustee”) will act as Paying Agent and Registrar.  The Issuers may change any Paying Agent, Registrar or co-Registrar without notice to the Holders of Securities.  The Issuers or any of their Subsidiaries may act as Registrar and co-Registrar.

4.             Indenture.

This Security is one of a duly authorized issue of Securities of the Issuers, designated as their 8¹/₂% Senior Subordinated Notes due 2011 (the “Securities”), issuable under an indenture dated as of August 6, 2003 (the “Indenture”), among the Issuers, the Guarantors party thereto from time to time and the Trustee.  Subject to compliance with the terms of the Indenture, Additional Securities (as defined in the Indenture) may be issued under the Indenture from time to time.  The terms of the Securities include those stated in the Indenture and those made part of the Indenture by the Trust Indenture Act of 1939 (the “Act”) (15 U.S.  Code §§ 77aaa-77bbbb) as in effect on the date of the Indenture and the date the Indenture is qualified under the Act.  The Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the Act for a statement of them.  Each Securityholder, by accepting a Security, agrees to be bound to all of the terms and provisions of the Indenture, as the same may be amended from time to time.  Payment on each Security is guaranteed on a senior subordinated basis by the Guarantor pursuant to Article Eleven of the Indenture.

The Securities are subordinated in right of payment to all Senior Debt of the Issuers to the extent and in the manner provided in the Indenture.  Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose.

Capitalized terms contained in this Security to the extent not defined herein shall have the meanings assigned to them in the Indenture.

5.             Additional Amounts.

The Issuers will pay to the Holders of Securities such Additional Amounts as may become payable under Section 4.19 of the Indenture.

6.             Optional Redemption.

(a)           The Securities may be redeemed, in whole or in part,  at any time prior to  August 15, 2007 at the option of the Company upon not less than 30 nor more than 60 days prior notice mailed to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date (subject to the

B-5

right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date).

(b)           The Securities will be subject to redemption, at the option of the Company, in whole or in part, at any time on or after August 15, 2007 and prior to maturity at the following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest and Additional Interest, if any, to but excluding the date fixed for redemption (subject to the right of Holders of Securities of record on the relevant Record Date to receive interest due on an interest payment date that is on or prior to the date fixed for redemption), if redeemed during the 12-month period beginning August 15 of the years indicated:

Year	Percentage
2007	104.250
2008	102.125
2009 and thereafter	100.000

(c)           In addition, prior to August 15, 2006, the Company may redeem up to 35% of the principal amount of the Securities with the net cash proceeds received by the Company from one or more public offerings of Capital Stock of the Company (other than Disqualified Stock), at a redemption price (expressed as a percentage of the principal amount) of 108.50% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for redemption; provided, however, that (1) at least 65% of the aggregate principal amount of the Securities remains outstanding immediately after any such redemption (excluding any Securities owned by the Company or any of its Affiliates), and (2) the redemption occurs within 120 days of the date of the closing of the public equity offering.

7.             Redemption for Changes in Withholding Taxes.

Securities may be redeemed, at the option of the Issuers, as a whole, but not in part (limited to Securities with respect to which payment of an Additional Amount is or may be required), at any time at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest and Additional Interest, if any, to the date fixed for redemption and any Additional Amounts payable with respect thereto, if the Issuers determine and certify to the Trustee immediately prior to the giving of such notice that (i) they have or will become obligated to pay Additional Amounts in respect of such Securities as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of The Netherlands or any relevant jurisdiction or any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) which change, amendment, application or interpretation becomes effective on or after the Issue Date and (ii) such obligation cannot be avoided by the Issuers taking reasonable measures available to

B-6

them, provided, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Issuers would be obligated to pay such Additional Amounts if a payment in respect of such Securities was then due.

8.             Purchase upon Occurrence of a Change of Control.

Within 30 days following the date of the consummation of a transaction resulting in a Change of Control, the Issuers (or any of them) will commence an Offer to Purchase all outstanding Securities at a purchase price in cash equal to 101% of their principal amount plus accrued interest to the Purchase Date.

9.             Notice of Redemption.

Notice of redemption will be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address.  The Issuers will also comply with any notice requirements of the stock exchange or exchanges on which the Securities are then listed.  Securities may be redeemed in amounts of $1,000 or an integral multiple of $1,000.  On and after the redemption date, interest ceases to accrue on those Securities or portions of them called for redemption.

10.           Denominations; Transfer; Exchange.

The Securities are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.  The Global Security will represent and will be denominated in an amount equal to the aggregate principal amount of all the Securities issued and not yet cancelled.  A Holder may transfer or exchange Securities in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Registrar need not transfer or exchange any Securities during the period beginning on the opening of business 15 days before the day Securities are selected for redemption and during such other periods as are provided for in the Indenture.

11.           Persons Deemed Owners.

Except as provided in paragraph 2, the Holder of this Security may be treated as the owner of this Security for all purposes.

12.           Unclaimed Funds.

If funds for the payment of principal or interest remain unclaimed for two years, the Trustee or Paying Agent will repay the funds to the Issuers at their request.  After such repayment Holders of Securities entitled to such funds must look to the Issuers for payment unless an abandoned property law designates another Person.

B-7

13.           Discharge Prior to Redemption or Maturity.

The Indenture will be discharged and cancelled except for certain Sections thereof, subject to the terms of the Indenture, upon the payment of all the Securities or upon the irrevocable deposit with the Trustee of funds or United States Government Obligations sufficient for such payment or redemption.

14.           Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the outstanding Securities, and any past default or compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the outstanding Securities.  Without notice to or the consent of any Holder, the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture or the Securities to cure any ambiguity, defect or inconsistency, or to make any change that does not adversely affect the rights of any Holder of Securities.

15.           Restrictive Covenants.

The Securities are general unsecured senior subordinated obligations of the Issuers.  The Indenture restricts, among other things, the ability of the Issuers or any of their Subsidiaries to permit any Liens to be imposed on their assets or to make certain payments and investments, limits the Indebtedness which the Issuers and their Subsidiaries may incur and limits the terms on which the Issuers may engage in Asset Dispositions.  The Issuers are also obligated under certain circumstances to make an offer to purchase Securities with the net cash proceeds of certain Asset Dispositions.  The Company must report quarterly to the Trustee on compliance with certain covenants in the Indenture.

16.           Successor Corporation.

Pursuant to the Indenture, the ability of the Issuers and any Guarantor to consolidate with, merge with or into or transfer their assets to another Person is conditioned upon certain requirements, including certain financial requirements applicable to the surviving Person.

17.           Defaults and Remedies.

If an Event of Default shall occur and be continuing, the principal of all of the outstanding Securities, plus all accrued and unpaid interest, if any, to the date the Securities become due and payable, may be declared due and payable in the manner and with the effect provided in the Indenture.

B-8

18.           Trustee Dealings with Issuers.

The Trustee in its individual or any other capacity, may become the owner or pledgee of Securities and make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not Trustee.

19.           No Recourse Against Others.

A director, officer, employee or stockholder, as such, of any Issuer or any Guarantor shall not have any liability for any obligations of any Issuer or any Guarantor under the Securities, the Guarantees or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  Each Holder of a Security by accepting a Security waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Securities.

20.           Authentication.

This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security.

21.           Abbreviations.

Customary abbreviations may be used in the name of Securityholder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

22.           CUSIP or ISIN Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP and ISIN numbers to be printed on the Securities and have directed the Trustee to use CUSIP and ISIN numbers in notices of redemption as a convenience to Securityholders.  No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

23.           Governing Law.

The laws of the State of New York shall govern the Indenture, this Security and the Guarantees without regard to principles of conflicts of law.

The Company will furnish to any Holder of record of Securities upon written request and without charge a copy of the Indenture.

B-9

[FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

SENIOR SUBORDINATED GUARANTEE

The Guarantor (as defined in the Indenture referred to in the Security upon which this notation is endorsed) hereby unconditionally guarantees on a senior subordinated basis (such guarantee being referred to herein as the “Guarantee”) the due and punctual payment of the principal of, premium, if any, and interest on the Securities, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest, if any, on the Securities, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee, all in accordance with the terms set forth in Article Eleven of the Indenture.

The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth, and are expressly subordinated and subject in right of payment to the prior payment in full of all Guarantor Senior Debt, to the extent and in the manner provided, in Article Twelve of the Indenture, and reference is hereby made to such Indenture for the precise terms of the Guarantee therein made.

The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

B-10

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.

This Guarantee is subject to release upon the terms set forth in the Indenture.

[GUARANTOR]
By:
	Name:
	Title:

B-11

ASSIGNMENT FORM

If you the Holder want to assign this Security, fill in the form below and have your signature guaranteed:

I or we assign and transfer this Security to:

(Print or type name, address and zip code

and social security or tax ID number of assignee)

and irrevocably appoint                                                                                                                                               agent to transfer this Security on the books of the Issuers.  The agent may substitute another to act for him.

Dated:	Signed:
		(Sign exactly as name appears on the other side of this Security)

Signature Guarantee:
	Commercial bank, trust company or member firm of the New York Stock Exchange

B-12

OPTION OF HOLDER TO ELECT PURCHASE

If you the Holder want to elect to have this Security purchased by the Issuers, check the box:  o

If you want to elect to have only part of this Security purchased by the Issuers, state the amount: $                         ($1,000 or an integral multiple thereof)

Dated:		Your signature:
			(Sign exactly as name appears on the other side of this Security)
Signature Guarantee:
	Commercial bank, trust company or member firm of the New York Stock Exchange

[Insert in Global Securities only]

Schedule A

The initial principal amount of this Security shall be $             .  The following decreases/increases in the principal amount of this Security have been made:

Date of
Decrease/Increase Decrease in
Principal Amount Increase in
Principal Amount Principal Amount
Following such
Decrease/Increase Notation Made by
or on Behalf of
Registrar

B-13

EXHIBIT C

FORM OF CERTIFICATE OF TRANSFER

Euramax International, Inc.
Euramax International Holdings B.V.
5445 Triangle Parkway, Suite 350
Norcross, GA  30092

Attention:

[Name and Address of Registrar]

[CHECK ONE IF TRANSFEROR IS AN INSTITUTIONAL ACCREDITED INVESTOR (AND NOT A QIB)]

The Transferor hereof hereby certifies that this Transfer is being made through the initial purchaser through which the Holder acquired the Securities or Book-Entry Interests so transferred.  The initial purchaser through which this Transfer is being made, and that is receiving this certificate, is:

oUBS Securities LLC
299 Park Avenue
New York, New York 10171

oBanc of America Securities LLC
9 West 57th Street
New York, New York 10019

oOther
c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171

Re:  8¹/₂% Senior Subordinated Notes due 2011

Reference is hereby made to the Indenture, dated as of August 6, 2003 (the “Indenture”), between Euramax International, Inc. and Euramax International Holdings B.V., as issuers

(the “Issuers”), the Guarantors named therein, and JPMorgan Chase Bank, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                (the “Transferor”) owns and proposes to transfer the Security[s] or interest in such Security[s] specified in Annex A hereto, in the principal amount of $          in such Security[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

1.  o  Check if Transferee will take delivery of Book-Entry Interests in the 144A Global Security or Definitive Securities pursuant to Rule 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the Book-Entry Interests or Definitive Securities are being transferred to a Person that the Transferor reasonably believes is purchasing the Book-Entry Interests or Definitive Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Securities Act legend printed on the 144A Global Security and/or the Definitive Security and in the Indenture and the Securities Act.

2.  o  Check if Transferee will take delivery of Book-Entry Interests in the Regulation S Global Security or Definitive Securities pursuant to Regulation S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Definitive Security will be subject to the restrictions on Transfer enumerated in the Securities Act legend printed on the Regulation S Global Security and/or the Definitive Security and in the Indenture and the Securities Act.

C-2

3.  o  Check and complete if Transferee will take delivery of Book-Entry Interests in the IAI Global Security or Definitive Securities pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.  The Transfer is being effected in compliance with the transfer restrictions applicable to Book-Entry Interests in Initial Global Securities and Definitive Securities bearing the Securities Act legend and pursuant to and in accordance with the Securities Act, and accordingly the Transferor hereby further certifies that (check one):

(a)  o  such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

(b)  o  such Transfer is being effected to the Company or a Subsidiary thereof;

(c)  o  such Transfer is being effected pursuant to an effective registration statement under the Securities Act;

(d)  o  such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 903 or 904, and the Transfer hereby further certifies that the Transfer complies with the transfer restrictions applicable to Book-Entry Interests in an Initial Global Security or Definitive Securities bearing the Securities Act legend and the requirements of the exemption claimed, which certification is supported by (x) if such Transfer is in respect of a principal amount of Securities at the time of Transfer of $250,000 or more, a certificate executed by the Transferee in the form of Exhibit D to the Indenture, or (y) if such Transfer is in respect of a principal amount of Securities at the time of transfer of less than $250,000, (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Securities Act legend printed on the IAI Global Security and/or the Definitive Securities and in the Indenture and the Securities Act.

4.  o  Check if Transferee will take delivery of Book-Entry Interests in the Unrestricted Global Security or in Definitive Securities that do not bear the Securities Act legend.

(a)  o  Check if Transfer is pursuant to Rule 144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture, and (ii) the restrictions on transfer contained in the Indenture and the Securities Act legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interests or Definitive Securities will no longer be subject to the restrictions on transfer enumerated in the Securities Act legend printed on the Initial Global Securities, on Definitive Securities bearing the Securities Act legend and in the Indenture.

C-3

(b)  o  Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144 and in compliance with the transfer restrictions contained in the Indenture and (ii) the restrictions on transfer contained in the Indenture and the Securities Act legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interests or Definitive Securities will not be subject to the restrictions on transfer enumerated in the Securities Act legend printed on the Initial Global Securities or Definitive Securities bearing the Securities Act legend and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

	[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

C-4

FORM OF ANNEX A TO CERTIFICATE
OF TRANSFER

1.             The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)           o  Book-Entry Interests in the

(i)            o  144A Global Security (CUSIP                  ), or

(ii)           o  Regulation S Global Security (ISIN                 ), or

(iii)          o  IAI Global Security (CUSIP                  ); or

(b)           o  Definitive Security.

2.             That the Transferee will hold:

[CHECK ONE]

(a)           o  Book-Entry Interests in the:

(i)            o  144A Global Security (CUSIP                ), or

(ii)           o  Regulation S Global Security (ISIN               ), or

(iii) o  IAI Global Security (CUSIP                ), or

(iv)          o  Unrestricted Global Security (CUSIP              ); or

(b)           o  Definitive Securities that bear the Securities Act Legend;

(c)           o  Definitive Security that does not bear the Securities Act Legend;

in accordance with the terms of the Indenture.

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Euramax International, Inc.
Euramax International Holdings B.V.
5445 Triangle Parkway, Suite 350
Norcross, GA  30092

Attention:
[Name and Address of Registrar]

[CHECK INITIAL PURCHASER THROUGH WHICH NOTES OR BOOK-ENTRY INTERESTS ARE BEING ACQUIRED]

oUBS Securities LLC
299 Park Avenue
New York, New York 10171

oBanc of America Securities LLC
9 West 57th Street
New York, New York 10019

oOther
c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171

Re:  8¹/₂% Senior Subordinated Notes due 2011

Reference is hereby made to the Indenture, dated as of August 6, 2003 (the “Indenture”), among Euramax International, Inc. and Euramax International Holdings B.V., as issuers (the “Issuers”), the Guarantors named therein and JPMorgan Chase Bank as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $                 aggregate principal amount of:

(a)           o  Book-Entry Interests, or

(b)           o  Definitive Securities,

we confirm that:

1.             We understand that any subsequent transfer of the Securities or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Securities or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2.             We understand that the offer and sale of the Securities have not been registered under the Securities Act, and that the Securities and any interest therein may not be offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Securities or any interest therein, we will do so by making such sale through the Initial Purchasers through which we acquired such Securities or such interest, and only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S.  broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Securities, at the time of transfer of less than $250,000 an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 903 or 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Securities or Book-Entry Interests from us a notice advising such purchaser that resales thereof are restricted as stated herein.

3.             We understand that, on any proposed resale of the Securities or Book-Entry Interests, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions.  We further understand that the Securities purchased by us will bear a legend to the foregoing effect.  We further understand that any subsequent transfer by us of the Securities or Book-Entry Interests therein acquired by us must be effected through one of the Initial Purchasers.

4.             We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

D-2

5.             We are acquiring the Securities or Book-Entry Interests purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

D-3

You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

	[Insert Name of Accredited Investor]
	By:
		Name:
		Title:
Dated:

D-4

EXHIBIT E

FORM OF CERTIFICATE OF EXCHANGE

Euramax International, Inc.
Euramax International Holdings B.V.
5445 Triangle Parkway, Suite 350
Norcross, GA  30092

Attention:

[Name and Address of Registrar]

[CHECK ONE IF HOLDER IS AN INSTITUTIONAL ACCREDITED INVESTOR (AND NOT A QIB)]

The Initial Purchaser through which the Holder acquired the Securities or Book-Entry Interests, and that is receiving this certificate, is

oUBS Securities LLC
299 Park Avenue
New York, New York 10171

oBanc of America Securities LLC
9 West 57th Street
New York, New York 10019

oOther
c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171

Re:8¹/₂% Senior Subordinated Notes due 2011
(CUSIP                          )

Reference is hereby made to the Indenture, dated as of August 6, 2003 (the “Indenture”), between Euramax International, Inc. and Euramax International Holdings B.V., as issuers (the “Issuers”), the Guarantors named therein and JPMorgan Chase Bank, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                          (the “Holder”) owns and proposes to exchange the Security[s] or interest in such Security[s] specified herein, in the principal amount of $            in such Security[s] or interests (the “Exchange”).  In connection with the Exchange, the Holder hereby certifies that:

1.             Exchange of Restricted Definitive Securities or Restricted Book-Entry Interests for Definitive Securities that do not bear the Securities Act legend or Unrestricted Book-Entry Interests

(a)           o  Check if Exchange is from Restricted Book-Entry Interest to Unrestricted Book-Entry Interest.  In connection with the Exchange of the Holder’s Restricted Book-Entry Interest for Unrestricted Book-Entry Interests in an equal principal amount, the Holder hereby certifies (i) the Unrestricted Book-Entry Interests are being acquired for the Holder’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”) and (iii) the restrictions on transfer contained in the Indenture and the Securities Act legend are not required in order to maintain compliance with the Securities Act.

(b)           o  Check if Exchange is from Restricted Book-Entry Interest to Definitive Securities that do not bear the Securities Act legend.  In connection with the Exchange of the Holder’s Restricted Book-Entry Interests for Definitive Securities that do not bear the Securities Act legend, the Holder hereby certifies (i) the Definitive Securities are being acquired for the Holder’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Initial Global Securities and pursuant to and in accordance with the Securities Act, and (iii) the restrictions on transfer contained in the Indenture and the Securities Act legend are not required in order to maintain compliance with the Securities Act.

(c)           o  Check if Exchange is from Restricted Definitive Securities to Unrestricted Book-Entry Interests.  In connection with the Holder’s Exchange of Restricted Definitive Securities for Unrestricted Book-Entry Interests, (i) the Unrestricted Book-Entry Interests are being acquired for the Holder’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities Act and (iii) the restrictions on transfer contained in the Indenture and the Securities Act legend are not required in order to maintain compliance with the Securities Act.

(d)           o  Check if Exchange is from Restricted Definitive Securities to Definitive Securities that do not bear the Securities Act legend.  In connection with the Holder’s Exchange of a Restricted Definitive Security for Definitive Securities that do not bear the Securities Act legend, the Holder hereby certifies (i) the Definitive Securities that do not bear the Securities Act legend are being acquired for the Holder’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive

E-2

Securities and pursuant to and in accordance with the Securities Act and (iii) the restrictions on transfer contained in the Indenture and the Securities Act legend are not required in order to maintain compliance with the Securities Act.

2.  Exchange of Restricted Definitive Securities or Restricted Book-Entry Interests for Restricted Definitive Securities or Restricted Book-Entry Interests

(a)           o  Check if Exchange is from Restricted Book-Entry Interests to Restricted Definitive Security.  In connection with the Exchange of the Holder’s Restricted Book-Entry Interest for Restricted Definitive Securities with an equal principal amount, (i) the Restricted Definitive Securities are being acquired for the Holder’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Initial Global Securities and pursuant to and in accordance with the Securities Act.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Securities issued will be subject to the restrictions on transfer enumerated in the Securities Act legend printed on the Restricted Definitive Securities and in the Indenture and the Securities Act.

(b)           o  Check if Exchange is from Restricted Definitive Securities to Restricted Book-Entry Interests.  In connection with the Exchange of the Holder’s Restricted Definitive Security for Restricted Book-Entry Interests in the [CHECK ONE] o 144A Global Security, o Regulation S Global Security, o IAI Global Security with an equal principal amount, (i) the Restricted Book-Entry Interests are being acquired for the Holder’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Definitive Security and pursuant to and in accordance with the Securities Act.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Book-Entry Interests issued will be subject to the restrictions on transfer enumerated in the Securities Act legend printed on the Restricted Definitive Securities and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

	[Insert Name of Holder]
	By:
		Name:
		Title:
Dated:

E-3

EX-4.3

Exhibit 4.3

REGISTRATION RIGHTS AGREEMENT

Dated as of August 6, 2003

By and Among

EURAMAX INTERNATIONAL, INC.

and

EURAMAX INTERNATIONAL HOLDINGS B.V.,
as Primary Issuers,

the GUARANTORS

named herein

and

UBS SECURITIES LLC,

BANC OF AMERICA SECURITIES LLC,
WACHOVIA CAPITAL MARKETS, LLC
ABN AMRO INCORPORATED,

FLEET SECURITIES, INC,
as Initial Purchasers

8½% Senior Subordinated Notes due 2011

TABLE OF CONTENTS

SECTION 1.		DEFINITIONS.
SECTION 2.		EXCHANGE OFFER.
SECTION 3.		SHELF REGISTRATION.
SECTION 4.		ADDITIONAL INTEREST.
SECTION 5.		REGISTRATION PROCEDURES.
SECTION 6.		REGISTRATION EXPENSES.
SECTION 7.		INDEMNIFICATION.
SECTION 8.		RULES 144 AND 144A.
SECTION 9.		UNDERWRITTEN REGISTRATIONS.
SECTION 10.		MISCELLANEOUS.
(a)	No Inconsistent Agreements
(b)	Adjustments Affecting Registrable Notes
(c)	Amendments and Waivers
(d)	Notices
(e)	Guarantors
(f)	Successors and Assigns
(g)	Counterparts
(h)	Headings
(i)	Governing Law
(j)	Severability
(k)	Securities Held by the Issuers or Their Affiliates
(l)	Third-Party Beneficiaries
(m)	Attorneys’ Fees.
(n)	Entire Agreement
(o)	Judgment Currency.
(p)	Taxes
SIGNATURES

i

REGISTRATION RIGHTS AGREEMENT

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

This Agreement is entered into in connection with the Purchase Agreement, dated July 30, 2003, by and among the Issuers and the Initial Purchasers (the “Purchase Agreement”), relating to the offering of U.S.$200,000,000 aggregate principal amount of the Company’s 8½ % Senior Subordinated Notes due 2011 (including the guarantees thereof by the Guarantors, the “Notes”).  The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.

The parties hereby agree as follows:

Section 1.               Definitions.

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

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

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

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

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

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

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

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

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

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

“Commission” shall mean the Securities and Exchange Commission.

“day” shall mean a calendar day.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.               Exchange Offer.

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

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

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

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

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

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

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

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

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

In connection with the Exchange Offer, the Issuers shall:

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

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

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

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

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

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

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

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

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

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

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

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

Section 3.               Shelf Registration.

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

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

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

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

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

Section 4.               Additional Interest.

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

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

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

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

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

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

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

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

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

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

Section 5.               Registration Procedures.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Section 6.               Registration Expenses.

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

Section 7.               Indemnification.

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

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

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

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

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

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

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

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

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

Section 8.               Rules 144 and 144A.

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

Section 9.               Underwritten Registrations.

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

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

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

Section 10.             Miscellaneous.

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

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

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

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

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

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

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

Euramax International, Inc.
5445 Triangle Parkway, Suite 350
Norcross, GA 30092
Telephone:  (770) 449-7066
Fax:  (770) 263-8031
Attention:  R. Scott Vansant

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

UBS Securities LLC
299 Park Avenue
New York, New York 10171
Telephone:  (212) 821-3000
Fax number:  (203) 719-1075
Attention:  Syndicate Department

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

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

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

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

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

(g)           Counterparts.  This Agreement may be executed in any number of counterparts and by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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

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

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

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

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

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

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

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

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

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

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

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

EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer
By:	/s/ J. David Smith
	Name: J. David Smith
	Title: President and Chief Executive Officer
EURAMAX INTERNATIONAL HOLDINGS B.V.
By:	/s/ S. Kirk Huddleston
	Name: S. Kirk Huddleston
	Title: Attorney in fact for Rob Dresen on behalf of Euramax European Holdings B.V., the sole director of Euramax International Holdings B.V.

	AMERIMAX BUILDING PRODUCTS, INC. AMERIMAX COATED PRODUCTS, INC. AMERIMAX DIVERSIFIED PRODUCTS, INC. AMERIMAX FABRICATED PRODUCTS, INC. AMERIMAX FINANCE COMPANY, INC. AMERIMAX HOME PRODUCTS, INC. AMERIMAX LAMINATED PRODUCTS, INC. AMERIMAX RICHMOND COMPANY FABRAL HOLDINGS, INC. FABRAL, INC., as Guarantors
By:	/s/ R Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer

AMERIMAX UK, INC., as a Guarantor
By:	/s/ Ian Pittendreigh
	Name: Ian Pittendreigh
	Title: Director

Confirmed and accepted as of the date first above written:
UBS SECURITIES LLC, On behalf of the Initial Purchasers
By:	/s/ Adam Reeder
	Name: Adam Reeder
	Title: Managing Director
By:	/s/ Patrick Curry
	Name: Patrick Curry
	Title: Director

EX-10.1

Exhibit 10.1

EURAMAX INTERNATIONAL, INC.

EURAMAX INTERNATIONAL HOLDINGS B.V.

$200,000,000 8.5% Senior Subordinated Notes due 2011

PURCHASE AGREEMENT

July 30, 2003

UBS Securities LLC

Banc of America Securities LLC

Wachovia Capital Markets, LLC

ABN AMRO Incorporated

Fleet Securities, Inc.

c/o UBS Securities LLC

299 Park Avenue

New York, New York  10171

Ladies and Gentlemen:

EURAMAX INTERNATIONAL, Inc., a Delaware corporation (the “Company”) and Euramax International Holdings B.V., a Dutch registered company (“Holdings B.V.” and together with the Company, the “Primary Issuers”), and each of the Guarantors (as defined herein), agree with you as follows:

1.             Issuance of Notes.  The Primary Issuers propose to issue and sell to UBS Securities LLC, Banc of America Securities LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated and Fleet Securities, Inc. (collectively, the “Initial Purchasers”) $200,000,000 aggregate principal amount of 8.5% Senior Subordinated Notes due 2011 (the “Original Notes”).  The Original Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among the Primary Issuers, the Guarantors and JPMorgan Chase Bank, as trustee (the “Trustee”).  The Primary Issuers’ obligations under the Original Notes will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by the guarantors listed on Schedule I hereto (collectively, the “Guarantors” and, collectively with the Primary Issuers, the “Issuers”).  All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires.  Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture.

The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as

amended (the “Act”).  The Issuers have prepared a preliminary offering memorandum, dated July 18, 2003 (the “Preliminary Offering Memorandum”), and a final offering memorandum dated as of the date hereof (the “Offering Memorandum”) relating to the Primary Issuers, the Guarantors and the Original Notes.

The Initial Purchasers have advised the Primary Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this “Agreement”) has been executed and delivered, to resell (the “Exempt Resales”) the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers,” as defined in Rule 144A under the Act (“QIBs”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “Eligible Purchasers.”

Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under “Notice to Investors” in the Offering Memorandum.

Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”) to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and the Primary Issuers conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute “Registrable Notes” (as defined in the Registration Rights Agreement).  Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes,” which term includes the guarantees related thereto) to be offered in exchange for the Original Notes (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registra­tion Statements”) relating to the resale by certain holders of the Original Notes, and (ii) to use their commercially reasonable best efforts to cause such Registration Statements to be declared effective.  This Agreement, the Notes, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.”

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The Original Notes are being offered and sold by the Primary Issuers in part to (i) repay the $135.0 million principal amount outstanding of the Company’s 11.25% Senior Subordinated Notes due 2006 (the “2006 Notes”), (ii) reduce borrowings under the Company’s revolving credit facility ((i) and (ii) together, the “Debt Repayment”), (iii) finance acquisitions, (iv) provide for the Company’s ongoing working capital needs and other general corporate purposes (including the payment of dividends and stock repurchases) and (v) pay related transaction fees and expenses.

The offering of the Original Notes and the Debt Repayment are collectively referred to as the “Transactions.”  The Note Documents are sometimes referred to herein as the “Transaction Documents.”

2.             Agreements to Sell and Purchase.  On the basis of the representations, warranties and covenants contained in this Agreement, and subject to the terms and conditions contained in this Agreement, the Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchase from the Issuers, the aggregate principal amount of the Original Notes set forth opposite their respective names in Schedule III hereto.  The purchase price for the Original Notes shall be 97.5% of their principal amount.

3.             Delivery and Payment.  Delivery of, and payment of the purchase price for, the Original Notes shall be made at 10:00 a.m., New York City time, on August 6, 2003 (such date and time, the “Closing Date”) at the offices of Cahill Gordon & Reindel llp at 80 Pine Street, New York, New York 10005.  The Closing Date and the location of delivery of and the form of payment for the Original Notes may be varied by mutual agreement between the Initial Purchasers and the Company.

One or more of the Original Notes in global form registered in such names as the Initial Purchasers may request upon at least one business day’s notice prior to the Closing Date and having an aggregate principal amount corresponding to the aggregate principal amount of the Original Notes shall be delivered by the Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor by means of transfer of immediately available funds to such account or accounts specified by the Company in accordance with its obligations under Sections 4(g) and 8(l) hereof on or prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date.

4.             Agreements of the Issuers.  The Issuers, jointly and severally, covenant and agree with the Initial Purchasers:

(a)           to furnish the Initial Purchasers and those persons identified by the Initial Purchasers, without charge, with as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as the Initial Purchasers may reasonably request.  The Issuers consent to the

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use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by the Initial Purchasers in connection with Exempt Resales.

(b)           not to amend or supplement the Offering Memorandum prior to completion of the initial distribution of the Original Notes unless the Initial Purchasers shall previously have been advised of, and shall not have objected to, such amendment or supplement within a reasonable time.

(c)           if, during the time that an Offering Memorandum is required to be delivered in connection with any Exempt Resales after the date of this Agreement and prior to the consummation of the Exchange Offer, any event shall occur that, in the reasonable judgment of the Issuers or in the judgment of counsel to the Initial Purchasers, makes any statement of a material fact in the Offering Memorandum, as then amended or supplemented, untrue or which omits to state any material fact necessary in order to make the statements in the Offering Memorandum, as then amended or supplemented, in the light of the circumstances under which they are made, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with all applicable laws, the Issuers shall promptly notify the Initial Purchasers of such event and prepare an appropriate amendment or supplement to the Offering Memorandum so that (i) the statements of material fact contained in the Offering Memorandum, as amended or supplemented, will, in the light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not be misleading and (ii) the Offering Memorandum will comply with all applicable laws.

(d)           to cooperate with the Initial Purchasers and counsel to the Initial Purchasers in connection with the qualification or registration of the Original Notes under the securities laws of such jurisdictions as the Initial Purchasers may request and to continue such qualification in effect so long as required for the Exempt Resales.  Notwithstanding the foregoing, no Issuer shall be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any such jurisdiction or subject itself to taxation.

(e)           to advise the Initial Purchasers promptly and, if requested by the Initial Purchasers, to confirm such advice in writing, of the issuance by any securities commission of any stop order suspending the qualification or exemption from qualification of any of the Original Notes for offering or sale in any jurisdiction, or the initiation of any proceeding for such purpose by any securities commission or any other regulatory authority.  The Issuers shall use their commercially reasonable best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any of the Original Notes under any securities laws, and if at any time any securities commission or any other regulatory authority shall issue an order suspending the

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qualification or exemption of any of the Original Notes under any securities laws, the Issuers shall use their commercially reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.

(f)            whether or not the transactions contemplated by this Agreement are consummated or this Agreement becomes effective or is terminated other than by reason of a default by the Initial Purchasers, to pay all costs, expenses, fees, disbursements (including fees, expenses and disbursements of counsel to the Issuers) reasonably incurred and stamp, documentary or similar taxes incident to and in connection with:  (i) the preparation, printing and distribution of the Preliminary Offering Memorandum and the Offering Memorandum (including, without limitation, financial statements) and all amendments and supplements thereto, (ii) all expenses (including travel expenses) of the Issuers in connection with any meetings with prospective investors in the Original Notes, it being understood that the Company and the Initial Purchasers shall share equally the expenses associated with all airplane travel for such “roadshow” and any other meetings with prospective investors in the Original Notes, (iii) the preparation, notarization (if necessary) and delivery of the Note Documents and all other agreements, memoranda, correspondence and documents prepared and delivered in connection with this Agreement and with the Exempt Resales, (iv) the issuance, transfer and delivery by the Company and the Guarantors of the Original Notes and the Guarantees, respectively, to the Initial Purchasers, (v) the qualification or registration of the Notes for offer and sale under the securities laws of the several states of the United States or provinces of Canada (including, without limitation, the cost of printing and mailing preliminary and final Blue Sky or legal investment memoranda and fees and disbursements of counsel (including local counsel) to the Initial Purchasers relating thereto), (vi) the furnishing of such copies of the Preliminary Offering Memorandum and the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with Exempt Resales, (vii) the preparation of certificates for the Notes, (viii) the application for quotation of the Notes in The PORTAL Market (“Portal”) of the National Association of Securities Dealers, Inc. (“NASD”), including, but not limited to, all listing fees and expenses, (ix) the approval of the Notes by The Depository Trust Company (“DTC”) for “book-entry” transfer, (x) the rating of the Notes by rating agencies, (xi) the fees and expenses of the Trustee and its counsel and (xii) the performance by the Issuers of their other obligations under the Note Documents.  In addition, if, but only if, the transactions contemplated by this agreement are not consummated or this agreement is terminated other than by reason of a default by the Initial Purchasers, the Issuer shall pay the fees, expenses and disbursements of counsel to the Initial Purchasers.

(g)           to use the proceeds from the sale of the Original Notes in the manner described in the Offering Memorandum under the caption “Use of Proceeds.”

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(h)           to do and perform all things required to be done and performed under this Agreement by them prior to or after the Closing Date and to satisfy all conditions precedent on their part to the delivery of the Original Notes.

(i)            not to, and not to permit any of their subsidiaries to, sell, offer for sale or solicit offers to buy any security (as defined in the Act) that would be integrated with the sale of the Original Notes in a manner that would require the registration under the Act of the sale of the Original Notes to the Initial Purchasers or any Eligible Purchasers.

(j)            not to permit any Issuer to, and to use their reasonable efforts to cause their other affiliates (as defined in Rule 144 under the Act) not to, resell any of the Original Notes that have been reacquired by any of them.

(k)           not to engage, not to allow any of their subsidiaries to engage, and to use their commercially reasonable best efforts to cause their other affiliates and any person acting on their behalf (other than, in any case, the Initial Purchasers and any of their affiliates, as to whom the Issuers make no covenant) not to engage, in any form of general solicitation or general advertising (within the meaning of Regulation D under the Act) in connection with any offer or sale of the Original Notes in the United States prior to the effectiveness of a registration statement with respect to the Notes.

(l)            not to engage, not to allow any of their subsidiaries to engage, and to use their commercially reasonable best efforts to cause their other affiliates and any person acting on their behalf (other than, in any case, the Initial Purchasers and any of their affiliates, as to whom the Issuers make no covenant) not to engage, in any directed selling effort with respect to the Original Notes, and to comply with the offering restrictions requirement of Regulation S under the Act.  Terms used in this paragraph (other than capitalized terms defined in this Agreement) have the meanings given to them by Regulation S.

(m)          not to register any transfer of the Original Notes sold in reliance on Regulation S which transfers were not made in accordance with the provisions of Regulation S and not, except in accordance with the provisions of Regulation S, if applicable, to issue any such Original Notes in the form of definitive securities in connection with the Original Notes offered and sold in an offshore transaction (as defined in Regulation S).

(n)           from and after the Closing Date, for so long as any of the Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Act and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to make available upon request the information required by Rule 144A(d)(4) under the

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Act to (i) any holder or beneficial owner of Notes in connection with any sale of such Notes and (ii) any prospective purchaser of such Notes from any such holder or beneficial owner designated by the holder or beneficial owner.  The Issuers will pay the expenses of printing and distributing such documents.

(o)           to comply with all of the terms and provisions of the Registration Rights Agreement.

(p)           to comply with all of their obligations set forth in the representations letter of the Issuers to DTC relating to the approval of the Notes by DTC for “book-entry” transfer and to use their commercially reasonable best efforts to obtain approval of the Notes by DTC for “book-entry” transfer.

(q)           to use their commercially reasonable best efforts to effect the inclusion of the Original Notes in Portal.

(r)            for two years after the Closing Date, to furnish to the Initial Purchasers copies of all reports filed or required to be filed under the Exchange Act furnished by the Company to the Trustee or to the holders of the Notes and which are not otherwise publicly available and, as soon as practicable, copies of any reports or financial statements furnished to or filed by the Company with the Commission or any national securities exchange on which any class of securities of the Company may be listed and which are not otherwise publicly available; provided, that the Initial Purchasers agree to maintain the confidentiality of the information in such reports or financial statements.

(s)           not to distribute prior to the Closing Date any offering material in connection with the offer and sale of the Original Notes other than the Preliminary Offering Memorandum and the Offering Memorandum.

(t)            during the period of two years after the Closing Date or, if earlier, until such time as the Original Notes are no longer restricted securities (as defined in Rule 144 under the Act), not to be or become a closed-end investment company required to be registered, but not registered, under the Investment Company Act of 1940.

(u)           in connection with the offering, until the Initial Purchasers shall have notified the Company of the completion of the resale of the Notes, not to, and not to permit any of their affiliates (as such term is defined in Rule 501(b) of Regulation D under the Act) to, either alone or with one or more other persons, bid for or purchase for any account in which they or any of their affiliates have a beneficial interest any Notes; and none of the Issuers nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Notes.

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5.             Representations and Warranties.  (a)  The Issuers, jointly and severally, represent and warrant to the Initial Purchasers that:

(i)            Each of the Preliminary Offering Memorandum and the Offering Memorandum has been prepared for use in connection with the Exempt Resales.  Neither the Preliminary Offering Memorandum nor the Offering Memorandum as of its respective date, nor on the Closing Date will the Offering Memorandum, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Issuers make no representation or warranty with respect to information contained in or omitted from the Preliminary Offering Memorandum or the Offering Memorandum, as supplemented or amended, in reliance upon and in conformity with the Initial Purchasers’ Information (as defined below) furnished to the Company or its representatives in writing by or on behalf of the Initial Purchasers relating to the Initial Purchasers expressly for inclusion in the Preliminary Offering Memorandum, the Offering Memorandum or any supplement or amendment thereto.  No order preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Act, has been issued or to the knowledge of the Company or the Subsidiaries, has been threatened.

(ii)           There are no securities of the Issuers that are listed on a national securities exchange registered under Section 6 of the Exchange Act or that are quoted in a United States automated interdealer quotation system of the same class as the Notes within the meaning of Rule 144A under the Act.

(iii)          As of the Closing Date and based on the assumptions set forth in the Offering Memorandum, the Company’s authorized capitalization as of March 28, 2003 is as set forth in the “As Adjusted” column under the heading “Capitalization” in the Offering Memorandum.  All of the issued and outstanding shares of capital stock or other equity interests of the Company have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights.  Attached hereto as Schedule II is a true and complete list of each subsidiary of the Company that would be a “Significant Subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X under the Act, assuming all references to “10 percent” in such definition are changed to “5 percent,” their jurisdictions of incorporation or formation, type of entity and percentage equity ownership by the Company (all such Significant Subsidiaries, the “Subsidiaries”).  The entities listed on Schedule II hereto are the only Subsidiaries, direct or indirect, of the Company.  All of the issued and outstanding shares of capital stock or other equity interests of each of the Subsidiaries have been duly and validly authorized and issued, are fully paid and nonassessable,

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were not issued in violation of any preemptive or similar rights and, except as set forth in the Offering Memorandum, are owned by the Company free and clear of all Liens (as defined in the Indenture) (other than those imposed by the Act and the securities or “Blue Sky” laws of certain jurisdictions).  Except as set forth in the Offering Memorandum, there are no outstanding options, warrants or other rights to acquire or purchase, or instruments convertible into or exchangeable for, any shares of capital stock of any of the Subsidiaries.  No holder of any securities of the Company or any of the Subsidiaries is entitled to have such securities (other than the Notes) registered under any registration statement contemplated by the Registration Rights Agreement.

(iv)          Each of the Company and its subsidiaries (a) is a corporation, partnership or other entity duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization, as the case may be, (b) has all requisite corporate or other power and authority, and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and carry on its business as now being conducted, except if the failure to obtain any such license, authorization, consent and approval would not reasonably be expected to have a Material Adverse Effect and (c) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except those jurisdictions in which the failure to be so qualified and in good standing individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.  A “Material Adverse Effect” means any material adverse effect on the business, condition (financial or other), results of operations, cash flow, performance, properties or prospects of the Company and its subsidiaries, taken as a whole.

(v)           Each of the Issuers has all requisite corporate or other power and authority to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and to consummate the transactions contemplated by the Transaction Documents to be consummated on its part and, without limitation, the Company has all requisite corporate power and authority to issue, sell and deliver and perform its obligations under the Notes and each Guarantor has all requisite corporate or other power and authority to execute, deliver and perform all its obligations under its Guarantee.

(vi)          This Agreement has been duly and validly authorized, executed and delivered by each Issuer.

(vii)         The Indenture has been duly and validly authorized by each Issuer and, when duly executed and delivered by each Issuer (assuming the due authorization, execution and delivery thereof by the Trustee), will be a legal, valid and binding obligation of each of the Issuers, enforceable against each of them in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the

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enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.  The Indenture, when executed and delivered, will conform in all material respects to the description thereof in the Offering Memorandum.

(viii)        The Original Notes have been duly and validly authorized for issuance and sale to the Initial Purchasers by the Primary Issuers and, when issued, authenticated and delivered by the Primary Issuers against payment by the Initial Purchasers in accordance with the terms of this Agreement and the Indenture, the Original Notes will be legal, valid and binding obligations of each Primary Issuer, entitled to the benefits of the Indenture and enforceable against each Primary Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.  The Original Notes, when issued, authenticated and delivered, will conform in all material respects to the description thereof in the Offering Memorandum.

(ix)           The Exchange Notes have been, or upon the Closing Date will be, duly and validly authorized for issuance by the Primary Issuers and, when issued, authenticated and delivered by the Primary Issuers in accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the Indenture, the Exchange Notes will be legal, valid and binding obligations of each Primary Issuer, entitled to the benefits of the Indenture and enforceable against each Primary Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.

(x)            The Guarantees have been duly and validly authorized by the Guarantors and, when the Original Notes are issued, authenticated and delivered by the Primary Issuers against payment by the Initial Purchasers in accordance with the terms of this Agreement and the Indenture, will be legal, valid and binding obligations of the Guarantors, enforceable against each of them in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.  The Guarantees, when executed and delivered, will

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conform in all material respects to the description thereof in the Offering Memorandum.

(xi)           The guarantees to be endorsed on the Exchange Notes have been duly and validly authorized by the Guarantors and, when the Exchange Notes are issued, authenticated and delivered in accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the Indenture, will be legal, valid and binding obligations of the Guarantors, enforceable against each of them in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.

(xii)          The Registration Rights Agreement has been duly and validly authorized by each of the Issuers and, when duly executed and delivered by each of the Issuers (assuming the due authorization, execution and delivery thereof by the Initial Purchasers), will constitute a legal, valid and binding obligation of each of the Issuers, enforceable against them in accordance with its terms, except that (A) the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to the enforcement of creditors’ rights generally and (ii) general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought and (B) any rights to indemnity or contribution thereunder may be limited by federal and state securities laws and public policy considerations.  The Registration Rights Agreement will conform in all material respects to the description thereof in the Offering Memorandum.

(xiii)         All taxes, fees and other governmental charges that are due and payable on or prior to the Closing Date in connection with the execution, delivery and performance of the Note Documents and the execution, delivery and sale of the Original Notes shall have been paid by or on behalf of the Company at or prior to the Closing Date.

(xiv)        None of the Company or its subsidiaries is (A) in violation of its charter, bylaws or other constitutive documents, (B) in default (or, with notice or lapse of time or both, would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any bond, debenture, note, indenture, mortgage, deed of trust, loan or credit agreement, lease, license, franchise agreement, authorization, permit, certificate or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of their assets or properties is subject (collectively, “Agreements and Instruments”), or (C) in violation of any law, statute, rule, regulation, judgment, order or decree of any domestic or foreign court with jurisdiction over any of them or any of their assets or

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properties or other governmental or regulatory authority, agency or other body, which, in the case of clauses (B) and (C) herein, would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  To the knowledge of the Company, there exists no condition that, with notice, the passage of time or otherwise, would constitute a default by the Company or its subsidiaries under any such document or instrument or result in the imposition of any penalty or the acceleration of any indebtedness, other than penalties, defaults or conditions that would not reasonably be expected to have a Material Adverse Effect.

(xv)         The execution, delivery and performance by each of the Issuers of the Transaction Documents to which they are a party, including the consummation of the offer and sale of the Original Notes, does not or will not violate, conflict with or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any of its subsidiaries or an acceleration of any indebtedness of the Company or any of its subsidiaries pursuant to, (i) the charter, bylaws or other constitutive documents of any of the Company or any of its subsidiaries, (ii) assuming the consummation of the Transactions and the fulfillment of the condition set forth in Section 8(l), any material Agreements and Instruments, (iii) any law, statute, rule or regulation applicable to the Company or any of its subsidiaries or their respective assets or properties or (iv) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over the Company or any of its subsidiaries or their respective assets or properties.  Assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 5(b) of this Agreement, no consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Company or any of its subsidiaries for the execution, delivery and performance by each of the Company or any of its subsidiaries of the Transaction Documents to which it is a party including the consummation of any of the transactions contemplated thereby, except (w) such as have been or will be obtained or made on or prior to the Closing Date, (x) registration of the Exchange Offer or resale of the Notes under the Act pursuant to the Registration Rights Agreement or (y) qualifi­cation of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in connection with the issuance of the Exchange Notes.  No consents or waivers from any other person or entity are required for the execution, delivery and performance of this Agreement or any of the other Transaction Documents or the consummation of any of the transactions contemplated thereby, other than such consents and waivers as have been obtained or will be obtained prior to the Closing Date.

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(xvi)        Except as set forth in the Offering Memorandum, there is (A) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of the Issuers threatened or contemplated, to which the Company or any of its Subsidiaries is or may be a party or to which the business, assets or property of such person is or may be subject, (B) no statute, rule, regulation or order that has been enacted, adopted or issued or, to the knowledge of the Issuers, that has been proposed by any governmental body or agency, domestic or foreign, (C) no injunction, restraining order or order of any nature by a federal or state court or foreign court of competent jurisdiction to which the Company or any of its Subsidiaries is or may be subject that (x) in the case of clause (A) above, if determined adversely to the Company or such Subsidiary, would reasonably be expected, either individually or in the aggregate, (1) to have a Material Adverse Effect or (2) to interfere with or adversely affect the issuance of the Notes in any jurisdiction or adversely affect the consummation of the transactions contemplated by any of the Transaction Documents and (y) in the case of clauses (B) and (C) above, would reasonably be expected, either individually or in the aggregate, (1) to have a Material Adverse Effect or (2) to interfere with or adversely affect the issuance of the Notes in any jurisdiction or adversely affect the consummation of the transactions contemplated by any of the Transaction Documents.  Every request of any securities authority or agency of any jurisdiction for additional information with respect to the Notes that has been received by the Company or any of its subsidiaries or their counsel prior to the date hereof and which required compliance prior to the Closing Date has been, or will prior to the Closing Date be, complied with in all material respects.

(xvii)       Except as would not reasonably be expected to have a Material Adverse Effect, no labor disturbance by the employees of any of the Company or the Subsidiaries exists or, to the knowledge of the Issuers, is imminent.

(xviii)      The Issuers periodically review and evaluate their compliance in all material respects of their business facilities, real property and operations with requirements of applicable Environment Law.  On the basis of such review, except as set forth in the Offering Memorandum, the Company and each of its Subsidiaries (A) is in compliance with, or not subject to costs or liabilities under laws, regulations, rules of common law, orders and decrees, as in effect as of the date hereof, and any present judgments and injunctions issued or promulgated thereunder relating to pollution or protection of public and employee health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants applicable to it or its business or operations or ownership or use of its property (“Environmental Laws”), other than any such noncompliance or such costs or liabilities that would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect, and (B) possesses all permits, licenses or other approvals required under applicable Environmental Laws, except where the failure to possess any such permit, license or other

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approval would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect.  All currently pending and, to the knowledge of the Issuers, threatened proceedings, notices of violation, demands, notices of potential responsibility or liability, suits and existing environmental investigations by any governmental authority which the Company or its subsidiaries could reasonably expect to result in a Material Adverse Effect are fully and accurately described in all material respects in the Offering Memorandum.

(xix)         The Company and each of its Subsidiaries has (A) all licenses, certificates, permits, authorizations, approvals, franchises and other rights (including licenses, certificates, permits, authorizations, approvals, franchises and other rights granted by any federal, state or local governmental or other regulatory authority having jurisdiction over the Company or its Subsidiaries or any of their respective properties) from, and has made all declarations and filings with, all applicable authorities, all self-regulatory authorities and all courts and other tribunals (each, an “Authorization”) necessary to engage in the business conducted by it in the manner described in the Offering Memorandum, except where failure to hold such Authorizations would not be reasonably expected to have a Material Adverse Effect, and (B) no reason to believe that any governmental body or agency, domestic or foreign, is considering limiting, suspending or revoking any such Authorization, except where such limitation, suspension or revocation would not reasonably be expected to have a Material Adverse Effect.  All such Authorizations are valid and in full force and effect and the Company and each of its Subsidiaries is in compliance with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect to such Authorizations, except for any invalidity, failure to be in full force and effect or noncompliance that would not reasonably be expected to have a Material Adverse Effect.

(xx)          The Company and each of its Subsidiaries has valid title in fee simple to all items of real property and title to all personal property owned by each of them, in each case free and clear of any pledge, lien, encumbrance, security interest or other defect or claim of any third party, except (i) such as does not materially and adversely affect the value of such property and does not interfere with the use made or proposed to be made of such property by the Company or such Subsidiary to an extent that such interference would have a Material Adverse Effect and (ii) existing liens or permitted liens in each case as set forth in the Offering Memorandum.  Any real property and buildings held under lease by the Company or any such Subsidiary are held under valid, subsisting and enforceable leases, with such exceptions as do not materially interfere with the use made or proposed to be made of such property and buildings by the Company or such Subsidiary.

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(xxi)         The Company and each of its Subsidiaries owns, possesses or has the right to employ all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, the “Intellectual Property”) necessary to conduct the businesses operated by it, except where the failure to own, possess or have the right to employ such Intellectual Property would not reasonably be expected to have a Material Adverse Effect.  None of the Company or any of its Subsidiaries has received any notice of infringement of or conflict with (and neither knows of any such infringement or a conflict with) asserted rights of others with respect to any of the foregoing that, if such assertion of infringement or conflict were sustained, would reasonably be expected to have a Material Adverse Effect.  The use of the Intellectual Property in connection with the business and operations of the Company and its Subsidiaries does not infringe on the rights of any person, except for such infringement as would not reasonably be expected to have a Material Adverse Effect.

(xxii)        All tax returns required to be filed by the Company and each of its Subsidiaries have been filed in all jurisdictions where such returns are required to be filed; and all taxes, including withholding taxes, value added and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable have been paid, other than those being contested in good faith and for which reserves have been provided in accordance with GAAP (as defined in the Indenture) or those currently payable without penalty or interest and except where the failure to make such required filings or payment would not reasonably be expected to have a Material Adverse Effect.  To the knowledge of the Issuers, there are no material proposed additional tax assessments against any of the Company or its Subsidiaries or their assets or property.

(xxiii)       Except as set forth in the Offering Memorandum, neither the Company nor any of its Subsidiaries has any liability for any prohibited transaction or accumulated funding deficiency (within the meaning of Section 412 of the Code) or any complete or partial withdrawal liability with respect to any pension, profit sharing or other plan which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to which the Company or any of the Subsidiaries makes or ever has made a contribution and in which any employee of the Company or any of its Subsidiaries is or has ever been a participant.  With respect to such plans, the Company and each of its Subsidiaries is in compliance in all material respects with all applicable provisions of ERISA.

(xxiv)       Neither the Company nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” incorporated in the

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United States within the meaning of the Investment Company Act of 1940, as amended.

(xxv)        The Issuers maintain a system of internal accounting controls sufficient to provide reasonable assurance that:  (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of its financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for its assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(xxvi)       The Issuers maintain insurance covering its properties, assets, operations, personnel (not including directors and officers) and businesses, and such insurance is of such type and in such amounts that, in the good faith judgment of the Company, is in accordance with customary industry practice.

(xxvii)      None of the Issuers nor (to their knowledge) any of their affiliates (as defined in Rule 501(b) of Regulation D under the Act) has (A) taken, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of the Issuers to facilitate the sale or resale of the Original Notes or (B) sold, bid for, purchased or paid any person any compensation for soliciting purchases of the Original Notes in a manner that would require registration of the Original Notes under the Act or paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of any Issuer in a manner that would require registration of the Original Notes under the Act.

(xxviii)     None of the Issuers or (to their knowledge) any of their affiliates (as defined in Regulation D under the Act) has, directly or through any agent (other than the Initial Purchasers or any affiliate of the Initial Purchasers, as to which no representation is made), sold, offered for sale, contracted to sell, pledged, solicited offers to buy or otherwise disposed of or negotiated in respect of, any security (as defined in the Act) that is currently or will be integrated with the sale of the Original Notes in a manner that would require the registration of the Original Notes under the Act.

(xxix)       None of the Issuers or (to their knowledge) any of their affiliates, or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers make no representation), is engaged in any directed selling effort with respect to the Original Notes, and each of them has complied with the offering restrictions requirement of Regulation S under the Act.  Terms used in this paragraph (other than capitalized terms defined in this Agreement) have the respective meanings given to them by Regulation S under the Act.

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(xxx)        No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (including, but not limited to, the obligations of the Company to effect payments of principal of, and premium, interest and Additional Interest (as defined in the Registration Rights Agreement) if any, on the Notes and the Exchange Notes in United States dollars free of any liability on the part of any holder thereof), except such as have been obtained or made by the Issuers and are in full force and effect and as may be required by federal and state securities laws with respect to the Issuers’ obligations under the Registration Rights Agreement.  No form of general solicitation or general advertising (prohibited by the Act in connection with offers or sales such as the Exempt Resales) was used by the Company or any of its representatives (other than the Initial Purchasers, as to whom the Issuers make no representation) in connection with the offer and sale of any of the Original Notes or in connection with Exempt Resales, including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio or displayed on any computer terminal, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.  Neither the Company nor any of its affiliates has entered into, and neither the Company nor any of its affiliates will enter into, any contractual arrangement with respect to the distribution of the Original Notes except for this Agreement.

(xxxi)       To the best knowledge of the Issuers, as of March 28, 2003, none of the Issuers had any material liabilities or obligations, direct or contingent, that were not set forth in the Company’s consolidated balance sheet as of such date or in the notes thereto set forth in the Offering Memorandum.  Since March 28, 2003, except as set forth or contemplated in the Offering Memorandum, (a) none of the Issuers has (1) incurred any liabilities or obligations, direct or contingent, that would reasonably be expected to have a Material Adverse Effect, or (2) entered into any material transaction not in the ordinary course of business, (b) there has not been any event or development with respect to the business or condition (financial or other) of the Issuers that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (c) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and (d) there has not been any material increase in the long-term debt of the Issuers.

(xxxii)      Neither the Company nor any of its subsidiaries (nor any agent thereof acting on its or their behalf) has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Notes to violate Regulation

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T, U or X of the Board of Governors of the Federal Reserve System, as in effect, or as the same may hereafter be in effect, on the Closing Date.

(xxxiii)     Ernst & Young LLP is an independent accountant within the meaning of the Act.  The historical financial statements and the notes thereto included in the Offering Memorandum present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries at the respective dates and for the respective periods indicated.  Such financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented (except as disclosed in the Offering Memorandum).  The other financial and statistical information and data included in the Offering Memorandum are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of the Company and its subsidiaries.

(xxxiv)     As of the date hereof and immediately prior to and immediately following the issuance of the Notes on the Closing Date each of the Issuers is and will be Solvent.  No Issuer is contemplating either the filing of a petition by it under any bankruptcy or insolvency laws or the liquidating of all or a substantial portion of its property, and the Issuers have no knowledge of any Person contemplating the filing of any such petition against any Issuer.  As used herein, “Solvent” shall mean, for any Person on a particular date, that on such date, (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts and liabilities beyond such Person’s ability to pay as such debts and liabilities mature, (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital and (e) such Person is able to pay its debts as they become due and payable.

(xxxv)      Except as described in the section entitled “Plan of Distribution” or “Related Party Transactions — Advisory Agreement” in the Offering Memorandum, there are no contracts, agreements or understandings between any Issuer and any other person other than the Initial Purchasers that would give rise to a valid claim against such Issuer or the Initial Purchasers for a brokerage commission, finder’s fee or like payment in connection with the issuance, purchase and sale of the Notes.

(xxxvi)     The statistical and market-related data and forward-looking statements (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included in the Offering Memorandum are based on or derived from sources that the

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Issuers believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources.

(xxxvii)    As of the Closing Date, each of the representations and warranties of the Company and the Subsidiaries set forth in the each of the Transaction Documents will be true and correct as if made at and as of such date (other than to the extent any such representation or warranty is expressly made as to only a certain other date).

(xxxviii)   Each certificate signed by any officer of the Issuers and delivered to the Initial Purchasers or counsel for the Initial Purchasers pursuant to, or in connection with, this Agreement shall be deemed to be a representation and warranty under this Agreement by the Issuers to the Initial Purchasers as to the matters covered by such certificate.

(xxxix)      Except as set forth in the Offering Memorandum or as would not, individually or in the aggregate, have a Material Adverse Effect, there is no strike, slowdown or work stoppage with the employees of the Company or any of its subsidiaries.

(xl)           The Company has delivered to the Initial Purchasers a true and correct copy of each of the Transaction Documents, together with all related agreements and all schedules and exhibits thereto, and there shall have been no material amendments, alterations, modifications or waivers of any of the provisions of any such documents since their respective dates of execution, other than any such amendments, alterations, modifications and waivers as to which the Initial Purchasers have been advised in writing and which would be required to be disclosed in the Offering Memorandum; and to the knowledge of the Issuers there exists no event or condition which would constitute a default or an event of default under any of the Transaction Documents which would reasonably be expected to result in a Material Adverse Effect or materially adversely affect the ability of the Issuers to consummate the Transactions.

(xli)          The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 and 15d-14 under the 1934 Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities; the Company’s auditors and the Audit Committee of the Board of Directors have been advised of:  (i) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; any material weaknesses in internal controls have been identified for the Company’s auditors; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal

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controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

The Issuers acknowledge that the Initial Purchasers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 8 of this Agreement, counsel to the Issuers and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and the Issuers hereby consent to such reliance.

(b)           Each Initial Purchaser acknowledges that it is purchasing the Original Notes pursuant to a private sale exemption from registration under the Securities Act, and that the Original Notes have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act.  Each Initial Purchaser represents, warrants and covenants to the Issuers that:

(i)            It is a QIB with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Notes.

(ii)           (A)  Neither it, nor any person acting on its behalf, has or will solicit offers for, or offer or sell, the Original Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act and (B) it has and will solicit offers for the Original Notes only from, and will offer and sell the Original Notes only to (1) persons whom such Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in reliance on the exemption from the registration requirements of the Act pursuant to Rule 144A, or (2) persons other than U.S. persons outside the United States in reliance on the exemption from the registration requirements of the Act provided by Regulation S.

(iii)          With respect to offers and sales outside the United States:

(A)          the Initial Purchasers will comply with all applicable laws and regulations in each jurisdiction in which they acquire, offer, sell or deliver Notes or have in their possession or distribute either any Offering Memorandum or any such other material, in all cases at their own expense;

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(B)           the Initial Purchasers have offered the Original Notes and will offer and sell the Original Notes (1) as part of its distribution at any time and (2) otherwise until 40 days after the later of the commencement of the offering of the Original Notes and the Closing Date, only in accordance with Rule 903 of Regulation S or another exemption from the registration requirements of the Act.  Accordingly, neither the Initial Purchasers nor any persons acting on their behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Original Notes, and any such persons have complied and will comply with the offering restrictions requirements of Regulation S;

(C)           the Initial Purchasers have not offered or sold and, prior to the expiry of six months from the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations of 1995;

(D)          the Initial Purchasers have only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with the issuer or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; and

(E)           the Initial Purchasers have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from otherwise involving the United Kingdom.

Terms used in this Section 5(b)(iii) (other than capitalized terms defined in this Agreement) have the meanings given to them by Regulation S.

(iv)          The source of funds being used by it to acquire the Original Notes does not include the assets of any “employee benefit plan” (within the meaning of Section 3 of ERISA) or any “plan” (within the meaning of Section 4975 of the Code).

The Initial Purchasers understand that the Issuers and, for purposes of the opinions to be delivered to them pursuant to Section 8 hereof, counsel to the Issuers and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations, and the Initial Purchasers hereby consent to such reliance.

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6.             Indemnification.  (a)  Each of the Issuers, jointly and severally, agrees to indemnify and hold harmless the Initial Purchasers, each person, if any, who controls the Initial Purchasers within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, the agents, employees, officers and directors of the Initial Purchasers and the agents, employees, officers and directors of any such controlling person from and against any and all losses, liabilities, claims, damages and expenses whatsoever (including, but not limited, to reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all reasonable amounts paid in settlement of any claim or litigation) (collectively, “Losses”) to which they or any of them may become subject under the Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum, or in any supplement thereto or amendment thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Issuers will not be liable in any such case to the extent, but only to the extent, that any such Loss arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Company or its representatives by or on behalf of the Initial Purchasers expressly for use therein; provided, however, that the Issuers shall not be liable to any Initial Purchaser with respect to any Preliminary Offering Memorandum if (i) the Offering Memorandum corrected any untrue statement or omission, (ii) the Offering Memorandum was delivered to such Initial Purchaser (sufficiently in advance of the Closing Date and in sufficient quantity to allow for distribution by the Closing Date), (iii) the delivery of the Offering Memorandum was required by law to be made to the applicable purchaser and (iv) such Initial Purchaser failed to furnish a copy of the Offering Memorandum to the applicable purchaser.

(b)           The Initial Purchasers agree to indemnify and hold harmless each Issuer, each person, if any, who controls each Issuer within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and each of their respective agents, employees, officers and directors and the agents, employees, officers and directors of any such controlling person from and against any Losses to which they or any of them may become subject under the Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such Loss arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance

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upon and in conformity with information relating to the Initial Purchasers furnished in writing to the Company or its representatives by or on behalf of the Initial Purchasers expressly for use therein.  The Issuers and the Initial Purchasers acknowledge that the information described in Section 9 is the only information furnished in writing by the Initial Purchasers to the Issuers expressly for use in the Preliminary Offering Memorandum or the Offering Memorandum.

(c)           Promptly after receipt by an indemnified party under subsection 6(a) or 6(b) above of notice of the commencement of any action, suit or proceeding (collectively, an “Action”), such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement of such Action (but the failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability that it may have under this Section 6 except to the extent that it has been prejudiced in any material respect by such failure).  In case any such Action is brought against any indemnified party, and it notifies an indemnifying party of the commencement of such Action, the indemnifying party will be entitled to participate in such Action, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of such Action with counsel reasonably satisfactory to such indemnified party (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified parties except as set forth below).  Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such Action, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying parties in connection with the defense of such Action, (ii) the indemnifying parties shall not have employed counsel to take charge of the defense of such Action within a reasonable time after notice of commencement of the Action, or (iii) the named parties to such Action (including any impleaded parties) include such indemnified party and the indemnifying parties (or such indemnifying parties have assumed the defense of such Action), and such indemnified party or parties shall have reasonably concluded, based upon the advice of counsel, that the use of counsel chosen by the indemnifying party to represent the indemnified parties would present such counsel with a conflict under applicable professional standards (in which case the indemnifying parties shall not have the right to direct the defense of such Action on behalf of the indemnified party or parties), in any of which events such reasonable fees and expenses of counsel shall be borne by the indemnifying parties.  In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for all indemnified parties in connection with any one Action or separate but substantially similar or related Actions arising in the same jurisdiction out of the same general allegations or circumstances.  An indemnifying party shall not be liable for any settlement of any claim or Action effected without its written consent which consent may not be unreasonably withheld.  Notwithstanding the foregoing sentence, if at any

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time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by paragraph (a) or (b) of this Section 6, then the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 45 days prior notice of its intention to settle.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless (x) such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, or (y) the indemnifying party provides the indemnified party with a written statement asserting that it will continue to indemnify the indemnified party in respect of such proceeding.

7.             Contribution.  In order to provide for contribution in circumstances in which the indemnification provided for in Section 6 of this Agreement is for any reason held to be unavailable from the indemnifying party, or is insufficient to hold harmless a party indemnified under Section 6 of this Agreement, each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such aggregate Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Original Notes or (ii) if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Issuers, on the one hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations.  The relative benefits received by the Issuers, on the one hand, and the Initial Purchasers, on the other hand, shall be deemed to be in the same proportion as (x) the total proceeds from the offering of Original Notes (net of discounts and commissions but before deducting expenses) received by the Issuers are to (y) the total discount received by the Initial Purchasers.  The relative fault of the Issuers, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers or the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission.

The Issuers and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to above.  Notwithstanding the provisions of this Section 7, (i) in no case shall the

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Initial Purchasers be required to contribute any amount in excess of the amount by which the total discount applicable to the Original Notes pursuant to this Agreement exceeds the amount of any damages that the Initial Purchasers have otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section 7, each person, if any, who controls the Initial Purchasers within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as the Initial Purchasers, and each person, if any, who controls any Issuer within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and each director, officer, employee and agent of such Issuer shall have the same rights to contribution as such Issuer.  Any party entitled to contribution will, promptly after receipt of notice of commencement of any Action against such party in respect of which a claim for contribution may be made against another party or parties under this Section 7, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 7 or otherwise, except to the extent that it has been prejudiced in any material respect by such failure; provided, however, that no additional notice shall be required with respect to any Action for which notice has been given under Section 6 for purposes of indemnification.  Anything in this section to the contrary notwithstanding, no party shall be liable for contribution with respect to any Action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld.

8.             Conditions of Initial Purchasers’ Obligations.  The obligations of the Initial Purchasers to purchase and pay for the Original Notes, as provided for in this Agreement, shall be subject to satisfaction of the following conditions prior to or concurrently with such purchase:

(a)           All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct in all material respects on the date of this Agreement and, in each case after giving effect to the transactions contemplated hereby, on the Closing Date, except (i) that if a representation and warranty is made as of a specific date, and such date is expressly referred to therein, such representation and warranty shall be true and correct as of such date, and (ii) if a representation and warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects.  The Issuers shall have performed or complied with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date.

(b)           The Offering Memorandum shall have been printed and copies distributed to the Initial Purchasers on the business day following the date of this Agreement

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or at such later date as the Initial Purchasers may determine.  No stop order suspending the qualification or exemption from qualification of the Original Notes in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened.

(c)           No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency that would, as of the Closing Date, prevent the issuance of the Original Notes or consummation of the Exchange Offer; except as disclosed in the Offering Memorandum, no action, suit or proceeding shall have been commenced and be pending against or affecting or, to the knowledge of the Issuers, threatened against the Company and/or any of its subsidiaries before any court or arbitrator or any governmental body, agency or official that, if adversely determined, would reasonably be expected to have a Material Adverse Effect; and no stop order preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued.

(d)           To the best knowledge of the Issuers, as of March 28, 2003, none of the Issuers had any material liabilities or obligations, direct or contingent, that were not set forth in the Company’s consolidated balance sheet as of such date or in the notes thereto set forth in the Offering Memorandum.  Since March 28, 2003, except as set forth or contemplated in the Offering Memorandum, (a) none of the Issuers has (1) incurred any liabilities or obligations, direct or contingent, that would reasonably be expected to have a Material Adverse Effect, or (2) entered into any material transaction not in the ordinary course of business, (b) there has not been any event or development with respect to the business or condition (financial or other) of the Issuers that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (c) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and (d) there has not been any material increase in the long-term debt of the Issuers.

(e)           The Initial Purchasers shall have received certificates, dated the Closing Date, signed by two authorized officers of each of the Issuers confirming, as of the Closing Date, to their knowledge, the matters set forth in paragraphs (a), (b), (c) and (d) of this Section 8.

(f)            The Initial Purchasers shall have received on the Closing Date an opinion dated the Closing Date, addressed to the Initial Purchasers, of Dechert LLP, counsel to the Company and the Guarantors, substantially in the form of Exhibit A-1 attached hereto and in form and substance reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers.

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(g)           The Initial Purchasers shall have received on the Closing Date an Opinion dated the Closing Date, addressed to the Initial Purchasers, of Nauta Dutilh, Dutch counsel to Holdings B.V., substantially in the form of Exhibit A-2 attached hereto and in form and substance reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers.

(h)           The Initial Purchasers shall have received on the Closing Date an opinion (reasonably satisfactory in form and substance to the Initial Purchasers) dated the Closing Date of Cahill Gordon & Reindel llp, counsel to the Initial Purchasers.

(i)            The Initial Purchasers shall have received a “comfort letter” from Ernst & Young, LLP, independent public accountant for the Company, dated the date of this Agreement, addressed to the Initial Purchasers and in form and substance reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers.  In addition, the Initial Purchasers shall have received a “bring-down comfort letter” from Ernst & Young, LLP, dated as of the Closing Date, addressed to the Initial Purchasers and in form and substance reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers.

(j)            Each of the Issuers shall have entered into the Indenture and the Initial Purchasers shall have received copies, conformed as executed, thereof.

(k)           Each of the Issuers shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received counterparts, conformed as executed, thereof.

(l)            The Company shall have received the consent of the lenders under the Company’s credit agreement dated as of March 15, 2002, as amended (as in effect on the date hereof) to the Transactions.

(m)          All government authorizations required in connection with the issue and sale of the Notes as contemplated under this Agreement and the performance of the Company’s obligations hereunder and under the Indenture and the Notes shall be in full force and effect.

(n)           The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Original Notes in accordance with this Agreement and such other information as they may reasonably request.

(o)           Cahill Gordon & Reindel llp, counsel to the Initial Purchasers, shall have been furnished with such documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to

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evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.

(p)           The Original Notes shall be eligible for trading in Portal upon issuance.

(q)           All agreements set forth in the representation letter of the Issuers to DTC relating to the approval of the Notes by DTC for “book-entry” transfer shall have been complied with.

(r)            The tender offer and consent solicitation relating to the 2006 Notes shall have been consummated.

If any of the conditions specified in this Section 8 shall not have been fulfilled in all material respects when and as required by this Agreement to be fulfilled (or waived by the Initial Purchasers), this Agreement may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party.

The documents required to be delivered by this Section 8 will be delivered at the office of counsel for the Initial Purchasers on the Closing Date.

9.             Initial Purchasers’ Information.  The Issuers and the Initial Purchasers severally acknowledge that the statements with respect to the delivery of the Original Notes to the Initial Purchasers set forth in the sixth, seventh, eighth and ninth paragraphs under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum (the “Initial Purchasers’ Information”) constitute the only information furnished in writing by the Initial Purchasers expressly for use in the Preliminary Offering Memorandum or the Offering Memorandum.

10.           Survival of Representations and Agreements.  All representations and warranties, covenants and agreements contained in this Agreement, including the agreements contained in Sections 4(f) and 11(d), the indemnity agreements contained in Section 6 and the contribution agreements contained in Section 7 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Initial Purchasers or any controlling person thereof or by or on behalf of the Issuers or any controlling person thereof, and shall survive delivery of and payment for the Original Notes to and by the Initial Purchasers.  The agreements contained in Sections 4(f), 6, 7, 9, 10 and 11(d) shall survive the termination of this Agreement, including pursuant to Section 11.

11.           Effective Date of Agreement; Termination.  (a)  This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto.

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(b)           The Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Initial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Initial Purchasers’ part to the Issuers if, on or prior to such date, (i) the Issuers shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any condition to the obligations of the Initial Purchasers under this Agreement to be fulfilled by the Issuers pursuant to Section 8 is not fulfilled when and as required, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (iv) a general banking moratorium shall have been declared by federal or New York authorities, (v) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Initial Purchasers’ judgment, impracticable to proceed with the offering or delivery of the Original Notes on the terms and in the manner contemplated in the Offering Memorandum or (vi) there shall have been such a material adverse change in general economic, political or financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Initial Purchasers’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Notes on the terms and in the manner contemplated in the Offering Memorandum.

(c)           Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telephonic facsimile or telegraph, confirmed in writing by letter.

(d)           If this Agreement shall be terminated pursuant to clause (i) or (ii) of Section 11(b), or if the sale of the Notes provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Issuers to satisfy any condition to the obligations of the Initial Purchasers set forth in this Agreement to be satisfied on their part or because of any refusal, inability or failure on the part of the Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Issuers will, subject to demand by the Initial Purchasers, reimburse the Initial Purchasers for all of their reasonable out-of-pocket expenses (including the fees and expenses of the Initial Purchasers’ counsel) incurred in connection with this Agreement.

(e)           If on the Closing Date any one or more of the Initial Purchasers fails or refuses to purchase the Original Notes which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of the Original Notes which such defaulting

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Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase is not more than 10% of the aggregate principal amount of the Original Notes to be purchased on such date by all Initial Purchasers, each non-defaulting Initial Purchaser shall be obligated severally, in the proportion which the principal amount of the Original Notes set forth opposite its name in Schedule III bears to the aggregate principal amount of the Original Notes which all the non-defaulting Initial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Original Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase on such date.  If on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Original Notes and the aggregate principal amount of the Original Notes with respect to which such default occurs is more than 10% of the aggregate principal mount of the Original Notes to be purchased by all Initial Purchasers and arrangements satisfactory to the Initial Purchasers and the Company for purchase of such Original Notes are not made within 24 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser and the Company.  In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than five days, in order that the required changes, if any, in the Offering Memorandum or any other documents or arrangements may be effected.  Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability to the Issuers or any Initial Purchasers who have not defaulted in respect of any default of any such Initial Purchaser under this Agreement.

12.           Notice.  All communications with respect to or under this Agreement, except as may be otherwise specifically provided in this Agreement, shall be in writing and, if sent to the Initial Purchasers, shall be mailed, delivered, or, telegraphed or telecopied and confirmed in writing to UBS Securities LLC, 299 Park Avenue, New York, New York 10171 (telephone:  (212) 821-3000, fax number:  203-719-1075), Attention:  Syndicate Department; and if sent to the Issuers, shall be mailed, delivered or, telegraphed or telecopied and confirmed in writing to Euramax International, Inc., 5445 Triangle Parkway Suite 350, Norcross, GA 30092 (telephone: (770) 449-7066, facsimile:  (770) 263-8031), Attention:  R. Scott Vansant.

All such notices and communications 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 receipt acknowledged by telecopier machine, if telecopied; and one business day after being timely delivered to a next-day air courier.

13.           Parties.  This Agreement shall inure solely to the benefit of, and shall be binding upon, the Initial Purchasers, the Issuers and the controlling persons and agents referred to in Sections 6 and 7, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained.  The term “successors

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and assigns” shall not include a purchaser, in its capacity as such, of Notes from the Initial Purchasers.

14.           Construction.  This Agreement shall be construed in accordance with the internal laws of the State of New York (without giving effect to any provisions thereof relating to conflicts of law).

15.           Captions.  The captions included in this Agreement are included solely for convenience of reference and are not to be considered a part of this Agreement.

16.           Counterparts.  This Agreement may be executed in various counterparts that together shall constitute one and the same instrument.

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If the foregoing Agreement correctly sets forth the understanding among the Issuers and the Initial Purchasers, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Issuers and the Initial Purchasers.

EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer
EURAMAX INTERNATIONAL HOLDINGS, B.V.
By:	/s/ S. Kirk Huddleston
	Name: S. Kirk Huddleston
	Title: Attorney in fact for Rob Dresen on behalf of Euramax European Holdings B.V., sole director of Euramax International Holdings B.V.
ON BEHALF OF EACH OF THE GUARANTORS LISTED ON SCHEDULE I HERETO, EXCEPT AMERIMAX UK, INC.
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer
AMERIMAX UK, INC., as a Guarantor
By:	/s/ Ian Pittendreigh
	Name: Ian Pittendreigh
	Title: Secretary/Director

Confirmed and accepted as of
the date first above written:

On behalf of the Initial Purchasers listed on Schedule III
UBS SECURITIES LLC
By:	/s/ Adam Reeder
	Name: Adam Reeder
	Title: Managing Director
By:	/s/ Patrick Curry
	Name: Patrick Curry
	Title: Director
BANC OF AMERICA SECURITIES LLC
By:	/s/ John McCusker
	Name: John McCusker
	Title: Principal

Schedule I

Guarantors	Jurisdiction of Incorporation
Amerimax Building Products, Inc.	Delaware
Amerimax Coated Products, Inc.	Delaware
Amerimax Diversified Products, Inc.	Delaware
Amerimax Fabricated Products, Inc.	Delaware
Amerimax Finance Company, Inc.	Delaware
Amerimax Home Products, Inc.	Delaware
Amerimax Laminated Products, Inc.	Indiana
Amerimax Richmond Company	Indiana
Amerimax UK, Inc.	Delaware
Fabral Holdings, Inc.	Delaware
Fabral, Inc.	Delaware

Schedule II

Subsidiary	Type of Entity	% Owned by the Company	Jurisdiction of Incorporation or Organization
Amerimax Building Products, Inc.	Corporation	100%	Delaware
Amerimax Coated Products, Inc.	Corporation	100%	Delaware
Amerimax Diversified Products, Inc.	Corporation	100%	Delaware
Amerimax Fabricated Products, Inc.	Corporation	100%	Delaware
Amerimax Finance Company, Inc.	Corporation	100%	Delaware
Amerimax Home Products, Inc.	Corporation	100%	Delaware
Amerimax Laminated Products, Inc.	Corporation	100%	Indiana
Amerimax U.K., Inc.	Corporation	100%	Delaware
Ellbee Limited	Private limited company	100%	England and Wales
Euramax Coated Products B.V.	Dutch registered company	100%	Netherlands
Euramax Coated Products Limited	Private limited company	100%	England and Wales
Euramax Continental Limited	Private limited company	100%	England and Wales
Euramax Europe B.V.	Dutch registered company	100%	Netherlands
Euramax Europe Limited	Private limited company	100%	England and Wales
Euramax European Holdings Limited	Private limited company	100%	England and Wales
Euramax European Holdings, B.V.	Dutch registered company	100%	Netherlands
Euramax Holdings Limited	Private limited company	100%	England and Wales
Euramax Industries, S.A.	French registered company	100%	France
Euramax International Holdings Limited	Private limited company	100%	England and Wales
Euramax International Limited	Private limited company	100%	England and Wales
Euramax Netherlands B.V.	Dutch registered company	100%	Netherlands
Fabral Holdings, Inc.	Corporation	100%	Delaware
Fabral, Inc.	Corporation	100%	Delaware

Schedule III

Initial Purchaser	Principal Amount of Original Notes
UBS Securities LLC	$	105,000,000
Banc of America Securities LLC	$	65,000,000
Wachovia Capital Markets, LLC	$	16,000,000
ABN AMRO Incorporated	$	10,000,000
Fleet Securities, Inc.	$	4,000,000
Total	$	200,000,000

Exhibit A-1

FORM OF OPINION OF DECHERT LLP

The opinion of Dechert LLP counsel for the Issuers (other than Holdings B.V.) (capitalized terms not otherwise defined herein shall have the meanings provided in the Purchase Agreement, to which this is an Exhibit), to be delivered pursuant to Section 8(f) of the Purchase Agreement shall be to the effect that:

(i)            Each of the Company and the Guarantors that are Delaware corporations (the “Delaware Guarantors”) is a corporation, partnership or other entity duly organized, validly existing and in good standing under the laws of the state of Delaware.

(ii)           Each of the Company and the Delaware Guarantors has all requisite corporate or other power and authority to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and to consummate the transactions contemplated by the Transaction Documents to be consummated on its part and, without limitation, the Company has all requisite corporate power and authority to issue, sell and deliver the Notes and each Delaware Guarantor has all requisite corporate or other power and authority to execute, deliver and perform all its obligations under its Guarantee.

(iii)          Each of the Company and the Delaware Guarantors has all requisite corporate or other power and authority necessary to own its property and carry on its business as now being conducted.

(iv)          The Purchase Agreement has been duly and validly authorized, executed and delivered by each of the Company and the Delaware Guarantors.

(v)           The Indenture has been duly and validly authorized by the Company and each Delaware Guarantor and, when duly executed and delivered by each Issuer (assuming the due authorization, execution and delivery thereof by the Trustee and the Issuers other than the Company and the Delaware Guarantors), will be a legal, valid and binding obligation of each of the Issuers, enforceable against each of them in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.

(vi)          The Original Notes have been duly and validly authorized for sale to the Initial Purchasers by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered by the Company and Holdings B.V. against payment by the Initial Purchasers in accordance with the terms of the Purchase Agreement, the Original Notes will be legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.

(vii)         The Exchange Notes have been duly and validly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered by the Company and Holdings B.V. in accordance with the terms of the Registration Rights Agreement, the Exchange Notes will be legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(viii)        The Guarantees have been duly and validly authorized by the Delaware Guarantors and, when the Original Notes are executed and authenticated in accordance with the provisions of the Indenture and delivered in accordance with the terms of the Purchase Agreement (and assuming the due authorization by the Guarantors other than the Delaware Guarantors), will be legal, valid and binding obligations of the Guarantors, enforceable against each of them in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.

(ix)           The guarantees to be endorsed on the Exchange Notes have been duly and validly authorized by the Guarantors and, when the Exchange Notes are executed and authenticated in accordance with the terms of the Indenture and delivered in accordance with the terms of the Registration Rights Agreement (and assuming the due authorization by the Guarantors other than the Delaware Guarantors), the guarantees to be endorsed on the Exchange Notes will be legal, valid and binding obligations of

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the Guarantors enforceable against each of them in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.

(x)            The Registration Rights Agreement has been duly and validly authorized by the Company and each Delaware Guarantor and, when duly executed and delivered by the Company and each Delaware Guarantor (assuming the due authorization, execution and delivery thereof by the Initial Purchasers and each other Guarantor that is not a Delaware Guarantor), will constitute a legal, valid and binding obligation of the Company and each Guarantor, enforceable against each of them in accordance with its terms, except that (A) the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to the enforcement of creditors’ rights generally, and (ii) general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought and (B) any rights to indemnity or contribution thereunder may be limited by federal and state securities laws and public policy considerations.

(xi)           None of the execution, delivery and performance by the Company and each Guarantor of the Transaction Documents to which they are a party including the consummation of the offer and sale of the Original Notes violate, conflict with or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Guarantor or an acceleration of any indebtedness of the Company or any of the Guarantors pursuant to, (A) the charter, bylaws or other constitutive documents of the Company or any of the Guarantors, (B) assuming the consummation of the transactions contemplated thereby, any agreement or instrument listed as an exhibit on the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2002, as such Annual Report on Form 10-K may be amended prior to the date of such opinion, (C) any New York, Delaware or U.S. federal law, statute, rule or regulation applicable to the Company or such Guarantors or their respective assets or properties or (D) any judgment, order or decree of any domestic or foreign court or governmental agency or authority known to such counsel having jurisdiction over the Company or such Guarantors or their respective assets or properties.

(xii)          No consent, approval, authorizations or other order of any New York, Delaware or U.S. federal court or governmental or regulatory authority or agency is

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required for the Issuers’ execution, delivery and performance of the Transaction Documents, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as may be required under state securities laws and except for the order of the Commission declaring the Exchange Offer Registration Statement or the Shelf Registration Statement effective.

(xiii)         To such counsel’s knowledge, there are no pending or threatened actions, suits or proceedings against the Company or any Guarantor that could materially and adversely affect the ability of the Company and the Guarantors to perform their obligations under the Transaction Documents or that are otherwise material in the context of the issuance and sale of the Notes.

(xiv)        None of the Company or any Guarantor is an “investment company” or a company “controlled” by an “investment company” incorporated in the United States within the meaning of the Investment Company Act of 1940, as amended, or analogous foreign laws and regulations.

(xv)         No registration under the Act of the Original Notes or qualification of the Indenture under the Trust Indenture Act is required for the sale of the Original Notes to the Initial Purchasers as contemplated by the Purchase Agreement or for the Exempt Resales, assuming in each case that (A) the purchasers who buy the Original Notes in the Exempt Resales are Eligible Purchasers and (B) the accuracy of and compliance with the Initial Purchasers’ representations, warranties and covenants contained in Section 5(b) of the Purchase Agreement.

(xvi)        Each of the Transaction Documents conforms in all material respects to the description thereof contained in the Offering Memorandum.

(xvii)       The information under the caption “Principal U. S. Federal Income Tax Considerations” in the Offering Memorandum, insofar as such statements constitute a summary of legal matters, documents or proceedings referred to therein, fairly present in all material respects, subject to the assumption and limitations set forth therein, such legal matters, documents and proceedings.

(xviii)      The information under the caption “Description of Other Indebtedness” constitutes, in all material respects, an accurate summary of the agreements referred to therein.

In rendering such opinion, such counsel may include qualifications and limitations that are customary or appropriate in opinions delivered in connection with transactions of the type contemplated by this Agreement, including that their opinion is limited to matters governed by the Federal laws of the United States of America, the law of the State of New

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York and the General Corporation Law of the State of Delaware.  In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware, the State of New York or the Federal laws of the United States and (B) as to matters of fact, to the extent they deem proper, on written statements or certificates of responsible officers of the Company, the Guarantors and public officials.  References to the Offering Memorandum in such opinion shall include any supplements thereto at the Closing Date.

Such opinion shall also state that the Initial Purchasers may rely on the opinions of Dechert LLP issued in connection with each of the other Transaction Documents.

Such counsel shall also have furnished to the Initial Purchasers a written statement addressed to the Initial Purchasers and dated the Closing Date to the effect that such counsel has participated in the preparation of the Offering Memorandum.  From time to time such counsel has had discussions with officers, directors and employees of the Company and the Subsidiaries, the independent accountants who examined the consolidated financial statements of the Company and their subsidiaries included in the Offering Memorandum, and the Initial Purchasers at which the contents of the Offering Memorandum and related matters were discussed.  Such counsel has not independently verified and is not passing upon, and does not assume responsibility for, the accuracy, completeness or fairness (except as set forth in paragraph (xvi), (xvii) and (xviii) above) of the information contained in the Offering Memorandum.  Based upon the participation and discussions described above, however, no facts have come to the attention of such counsel that cause them to believe that the Offering Memorandum (except for the operating statistics, financial statements (including pro forma financial statements) and the notes thereto, financial schedules, other financial, statistical and accounting data included therein as to which such counsel may express no view), as of its date or on the date of such written statement included or includes any untrue statement of a material fact, or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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Exhibit A-2

FORM OF OPINION OF DUTCH COUNSEL

The opinion Nauta Dutilh counsel for Holdings B.V. (capitalized terms not otherwise defined herein shall have the meanings provided in the Purchase Agreement, to which this is an Exhibit), to be delivered pursuant to Section 8(g) of the Purchase Agreement shall be to the effect that:

(i)            Holdings B.V. is a corporation, partnership or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(ii)           Holdings B.V. has all requisite corporate or other power and authority to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and to consummate the transactions contemplated by the Transaction Documents to be consummated on its part and, without limitation, Holdings B.V. has all requisite corporate power and authority to issue, sell and deliver the Notes.

(iii)          Holdings B.V. (a) has all requisite corporate or other power and authority and has all governmental licenses, authorizations, consents and approvals necessary to own its property and carry on its business as now being conducted, and (b) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to be so qualified and in good standing individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

(iv)          The Purchase Agreement has been duly and validly authorized, executed and delivered by Holdings B.V.

(v)           The Indenture has been duly and validly authorized by Holdings B.V. and, when duly executed and delivered by the Company and each Guarantor (assuming the due authorization, execution and delivery thereof by the Trustee), will be a legal, valid and binding obligation of Holdings B.V., enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(vi)    The Original Notes have been duly and validly authorized for issuance and sale to the Initial Purchasers by Holdings B.V. and, when issued, authenticated and delivered by Holdings B.V. and the Company against payment by the Initial Purchasers in accordance with the terms of the Purchase Agreement and the Indenture, the Original Notes will be legal, valid and binding obligations of Holdings B.V., entitled to the benefits of the Indenture and enforceable against Holdings B.V. in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(vii)   The Exchange Notes have been, duly and validly authorized for issuance by Holdings B.V. and, when issued, authenticated and delivered by Holdings B.V. and the Company in accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the Indenture, the Exchange Notes will be legal, valid and binding obligations of Holdings B.V., entitled to the benefits of the Indenture and enforceable against Holdings B.V. in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(viii)  The Registration Rights Agreement has been duly and validly authorized by the Issuers and, when duly executed and delivered by Holdings B.V. and the Company (assuming the due authorization, execution and delivery thereof by the each of the other parties there), will constitute a legal, valid and binding obligation of the Issuers enforceable against Holdings B.V. in accordance with its terms, except that (A) the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to the enforcement of creditors’ rights generally, and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought and (B) any rights to indemnity or contribution thereunder may be limited by federal and state securities laws and public policy considerations.

(ix)    Holdings B.V. is not (a) in violation of its charter, bylaws or other constitutive documents or (b) in default (or, with notice or lapse of time or both, would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any of the Agreements and Instruments, or (c) in violation of any law, statute, rule, regulation, judgment, order or decree of any domestic or foreign court with jurisdiction over any of them or any of their assets or properties or other governmental or regulatory authority, agency or other body, that, in the case of clauses

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(b) and (c) herein, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(x)     None of the execution, delivery and performance by Holdings B.V. of the Transaction Documents to which they are a party including the consummation of the offer and sale of the Original Notes does or will violate, conflict with or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of Holdings B.V. or an acceleration of any indebtedness of Holdings B.V. pursuant to, (A) the charter, bylaws or other constitutive documents of Holdings B.V., (B) assuming the consummation of the transactions contemplated thereby, any Agreement or Instrument, (C) any law, statute, rule or regulation applicable to the Issuers or their respective assets or properties or (D) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over Holdings B.V. or its respective assets or properties.

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EX-10.2

Exhibit 10.2

AMENDMENT NO 3 AND CONSENT
TO
EURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENT

AMENDMENT NO. 3 AND CONSENT (this “Amendment”), dated as of August 6, 2003, to the Second Amended and Restated Credit Agreement, dated as of March 15, 2002 (as amended to the date hereof, the “Credit Agreement”), among Euramax International, Inc., a Delaware corporation (the “Euramax U.S.”), the Borrowers and other Loan Parties referred to therein, the financial institutions from time to time party thereto as lenders (the “Lenders”), the financial institutions from time to time party thereto as issuers (the “Issuers”) and BNP Paribas, acting through its New York branch (“Paribas”), as agent for such Lenders and Issuers (in such capacity, the “Agent”).  Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement on the date hereof prior to the effectiveness of this Amendment.

W I T N E S S E T H:

WHEREAS, the Loan Parties, the Lenders, the Issuers and the Agent are party to the Credit Agreement;

WHEREAS, the Loan Parties have notified the Agent that:

(i) Euramax U.S., Euramax, UK Holdings and Dutch Holdings wish to repay, on or before August 31, 2003 (or such later date as shall be acceptable to the Agent), some or all of the Senior Subordinated Notes through a tender offer and consent solicitation initiated by Euramax U.S. on July 10, 2003 on terms and conditions acceptable to the Lenders (the “Tender Offer”);

(ii) Euramax U.S., Euramax, UK Holdings and Dutch Holdings want to redeem or repurchase the remaining Senior Subordinated Notes (if any) on or before December 31, 2003 (or such later date as may be acceptable to the Agent) in compliance with the terms of the Senior Subordinated Debt Documents and on terms and conditions acceptable to the Lenders (the “Redemption”);

(iii) the Loan Parties want to pay for the Tender Offer using the proceeds of the issuance of new senior subordinated notes (the “New Senior Subordinated Notes”) to be completed on or before August 31, 2003 (or such later date as shall be acceptable to the Agent) by Euramax U.S. and Euramax International Holdings B.V., a direct Subsidiary of Euramax U.S. (“New Dutch Holdings”) in an aggregate principal amount not to exceed $200,000,000 on terms and conditions acceptable to the Lenders (the “New Issuance”); and

(iv) New Dutch Holdings wishes to purchase the Stock of Dutch Holdings from Newco U.K. II on or before December 31, 2003 (or such later date as shall be acceptable to the Agent) and on terms and conditions acceptable to the Lenders (the “Affiliate Stock Transfer”)

(the consummation of such Tender Offer, Redemption, New Issuance and Affiliate Stock Transfer, in each case within the time limits prescribed in this recital (if any), the payment by any Loan Party of repayment premiums and interest as part of the Tender Offer and the Redemption (the “Premium”) in an aggregate amount not to exceed $12,500,000 (the “Premium Limit”) and the payment of fees and expenses of the Loan Parties related to any of the Tender Offer,

Redemption, New Issuance and Affiliate Stock Transfer (the “Fees”) in an amount not to exceed $10,000,000 (the “Fees Limit”), including, without limitation, a payment to the Advisor in an amount not to exceed $2,000,000 pursuant to, and in accordance with, the Advisory Agreement are collectively referred to hereinafter as the “Specified Transactions”));

WHEREAS, the Loan Parties have requested that the Agent and the Majority Lenders (a) consent to the Specified Transactions, effective as of and from the Amendment Effective Date and (b) further amend the Credit Agreement as set forth herein; and

WHEREAS, the Lenders party to this Agreement (constituting the Majority Lenders) and the Agent agree, subject to the limitations and conditions set forth herein, to (a) consent to the Specified Transactions, effective as of and from the Amendment Effective Date and (b) further amend the Credit Agreement as set forth herein;

NOW, THEREFORE,in consideration of the premises and the covenants and obligations contained herein the parties hereto agree as follows:

Section 1.              Consent

Effective as of the Amendment Effective Date and subject to the satisfaction (or due waiver by the Agent) of the conditions set forth in Section 3 (Conditions Precedent to the Effectiveness of this Amendment) hereof, the Lenders party to this Amendment, constituting the Majority Lenders, and the Agent consent to the Specified Transactions and waive any Events of Default resulting thereby under the Loan Documents; provided, however, that the waiver set forth in this Section 1shall not excuse any failure to comply after, in the case of each Specified Transaction, the time periods specified herein for completion of such Specified Transaction with the Credit Agreement as amended hereby.  Anything else in this Amendment notwithstanding, this Amendment is not intended to excuse any departure from, or otherwise to operate as a waiver or modification of, whether in whole or in part and whether before or after the Amendment Effective Date, Section 7.6(d) (Investment) except to authorize escrow, trust and similar arrangements (if any) made in accordance with the proviso of Section 5 (Covenant).

Section 2.              Amendments to the Credit Agreement

The Credit Agreement is, effective as of the Amendment Effective Date and subject to the satisfaction (or due waiver by the Agent) of the conditions set forth in Section 3 (Conditions Precedent to the Effectiveness of this Amendment) hereof, hereby amended as follows:

(a)           Amendments to Article I (Definitions, Interpretation and Accounting Terms)

(i)            The following definitions for the following terms are hereby inserted in Section 1.1 (Defined Terms) of the Credit Agreement in the appropriate place to preserve the alphabetical order of the definitions in such section (and, if applicable, such definitions shall replace in their entirety the corresponding existing definitions for such terms in such section):

“Dutch Collateral Documents” means each Dutch Security Agreement, the Additional Dutch Collateral Documents, the Further Additional

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Dutch Collateral Documents, the Dutch Company Pledge Agreement, the Dutch Holdings Stock and Debt Pledge Agreement, the Dutch Operating Co. Pledge Agreement, the Newco U.K. II Pledge Agreement, the Additional Newco U.K. II Pledge Agreement, the Euramax U.S. Pledge Agreement (Dutch) and the Euramax International Holdings B.V. Collateral Documents, and the Dutch Mortgages, each governed by the laws of the Netherlands, and any other document executed by Newco U.K. II or Dutch Holdings or a Subsidiary of Dutch Holdings and governed by the laws of the Netherlands pursuant to which Newco U.K. II, Dutch Holdings or such Subsidiary has pledged, mortgaged or granted a Lien to secure any of the Obligations (to the extent specified therein) or its Guarantied Obligations, as such other document may be amended, supplemented or otherwise modified from time to time.

“Dutch Guaranties” means the Dutch Holdings Guaranty, the Dutch Company Guaranty, the Dutch Operating Co. Guaranty, the Euramax International Holdings B.V. Guarantyand the Dutch Subsidiary Guaranties, each governed by the Applicable Governing Law.

“Euramax International Holdings B.V.” means Euramax International Holdings B.V., a company organized under the laws of The Netherlands.

“Euramax International Holdings B.V. Collateral Documents” means each of (1) the Deed of Pledge executed by Euramax International Holdings B.V. in respect of all of the assets held by Euramax International Holdings B.V. for the benefit of the Guarantied Parties, as amended, supplemented or otherwise modified from time to time and (2) when executed or purported to be executed and delivered by Euramax International Holdings B.V., the Euramax International Holdings B.V. Pledge Agreement and any similar pledge or security agreement, in each case, executed or purported to be executed to ensure that the Secured Parties shall have a Lien in all assets of Euramax International Holdings B.V. as security for all Guarantied Obligations of Euramax International Holdings B.V.

“Euramax International Holdings B.V. Guaranty” means the Guaranty, dated as of August 6, 2003, executed by Euramax International Holdings B.V. in favor of the Guarantied Parties, as amended, supplemented or otherwise modified from time to time, pursuant to which Euramax International Holdings B.V. has unconditionally guarantied its Guarantied Obligations.

“Euramax International Holdings B.V. Pledge Agreement” means a deed of pledge executed or to be executed by Euramax International Holdings B.V. in respect of all of the Stock and Stock Equivalents of Dutch Holdings, in each case as amended, supplemented or otherwise modified from time to time, to secure the Guarantied Obligations of Euramax International Holdings B.V.

“Euramax U.S. Pledge Agreement (Dutch)” means the pledge agreement, dated as of August 6, 2003 executed by Euramax U.S. and the Agent and acknowledged by Euramax International Holdings B.V., as amended,

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supplemented or otherwise modified from time to time, pursuant to which Euramax U.S. pledged to the Agent, for the ratable benefit of the Secured Parties, the Collateral covered thereby, including, without limitation, the Stock of Euramax International Holdings B.V. to secure the Guarantied Obligations of Euramax U.S., provided that only 65% of the Stock of Euramax International Holdings B.V. shall secure the Excluded U.S. Liabilities.

“Existing Related Documents” means each Intercompany Note, the Tax Allocation Agreement, the organizational documents for Euramax U.S., the certificate of designation (or other similar document, if any) for the Preference Shares, the Stockholders Agreement, the Registration Rights Agreement, and each other document and instrument executed with respect to the Existing Credit Agreement and the Loan Documents referred to therein, the issuance of the Preference Shares and the equity of Euramax U.S. or the management of Euramax U.S.

“First Senior Subordinated Indenture” means the Indenture, dated as of September 25, 1996, made by Euramax, U.K. Holdings and Dutch Holdings, as issuers, and Amerimax U.K., as subordinated guarantor, in favor of the Trustee thereunder, pursuant to which the Senior Subordinated Notes were issued, as said Indenture may be amended, supplemented or otherwise modified from time to time to the extent permitted by this Agreement.

“First Senior Subordinated Notes” means 11¼% Senior Subordinated Notes due 2006, in an aggregate principal amount not to exceed $30,000,000 and issued by Euramax, Dutch Holdings and U.K. Holdings pursuant to the First Senior Subordinated Indenture, including, without limitation, notes issued in replacement or in exchange thereof pursuant to the Registration Rights Agreement dated as of September 25, 1996.

“Foreign Holding Company” means each of Newco U.K., Euramax, Newco U.K. II, U.K. Holdings, Dutch Holdings, U.K. Company, Dutch Company and Euramax International Holdings B.V.

“Guarantied Obligations” means:

(a)           as to each Domestic Loan Party, all Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, and any and all expenses (including, without limitation, the reasonable fees and expenses of counsel) incurred by any of the Guarantied Parties in enforcing any rights under the Guaranty or any other Collateral Document made by such Domestic Loan Party; and

(b)           as to each Foreign Loan Party:  (i) all Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, excluding the Excluded U.S. Liabilities and (ii) any and all expenses (including, without limitation, the reasonable fees and expenses of counsel) incurred by any Guarantied Parties in enforcing any rights under the Guaranty or any other Collateral Document executed by such Loan Party.

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“Pledge Agreements” means the Euramax Stock (U.K.) Pledge Agreement, the Dutch Holdings Share Pledge Agreement, the Euramax Share Pledge Agreement, the U.K. Holdings Pledge Agreement, the Dutch Holdings Stock and Debt Pledge Agreement, the U.K. Company Pledge Agreement, the Dutch Company Pledge Agreement, the U.K. Operating Co. Pledge Agreement, the Dutch Operating Co. Pledge Agreement, the Additional Dutch Holdings Stock and Debt Pledge Agreement, the Additional Dutch Company Pledge Agreement, the Additional Dutch Operating Co. Pledge Agreement, the Further Additional Dutch Holdings Stock and Debt Pledge Agreement, the Further Additional Dutch Company Pledge Agreement, the Further Additional Dutch Operating Co. Pledge Agreement, the Euramax U.S. Pledge Agreement (U.K.), the Euramax U.S. Pledge Agreement (Dutch), the Euramax International Holdings B.V. Collateral Documents, the Newco U.K. Pledge Agreement (U.K.), the Newco U.K. II Pledge Agreement, the Additional Newco U.K. II Pledge Agreement and any other Collateral Document pursuant to which Euramax U.S. or any Subsidiary of Euramax U.S. shall pledge or grant a Lien in any Stock to secure any of the Obligations or Guarantied Obligations.

“Related Documents” means each Existing Related Document, the Senior Subordinated Debt Documents, the Advisory Agreement and the Stock Purchase Agreement (together with the certificate delivered to the Lenders to certify as to the consummation of the stock transfers contemplated in the Stock Purchase Agreement) and each other document and instrument executed with respect thereto or with respect to any of these or with respect to the issuance of the Senior Subordinated Notes.

“Second Senior Subordinated Indenture” means the Indenture, dated as of August 6, 2003, made by Euramax U.S. and Euramax International Holdings B.V., as issuers, in favor of the Trustee thereunder, pursuant to which the Second Senior Subordinated Notes were issued, as said Indenture may be amended, supplemented or otherwise modified from time to time to the extent permitted by this Agreement.

“Second Senior Subordinated Notes” means $200,000,000 in aggregate principal amount of 8 1/2 % Senior Subordinated Notes due 2011 issued by Euramax U.S. and Euramax International Holdings B.V. pursuant to the Second Senior Subordinated Indenture, including, without limitation, notes issued in replacement or in exchange thereof pursuant to the Registration Rights Agreement dated as of August 6, 2003.

“Senior Subordinated Indentures” means, collectively, the First Senior Subordinated Indenture and the Second Senior Subordinated Indenture.

“Senior Subordinated Notes” means, collectively, the First Senior Subordinated Notes and the Second Senior Subordinated Notes.

“Senior Subordinated Debt Documents” means the Senior Subordinated Indentures and the Senior Subordinated Notes.

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(b)           Amendment to Article II (Amounts and Terms of the Loans)

Clause (a) of Section 2.20 (Covenant to Pay) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(a)           For value received, each of Dutch Holdings, Euramax International Holdings B.V., Dutch Company, Dutch Operating Co. and Coated Products B.V. and each other Loan Party incorporated and existing under the laws of The Netherlands (each a “Dutch Loan Party”) hereby agrees and covenants with the Agent that it shall pay to the Agent on demand amounts equal to all amounts which such Dutch Loan Party is now or may at any time and from time to time hereafter be obligated to pay to the Secured Parties or any one or more of them under any of the Loan Documents to which such Dutch Loan Party is now or may at any time become a party, if and when such amounts become due and payable (such agreement and covenant is hereafter referred to as a “Covenant Obligation”).

(c)           Amendments to Article IV (Representations and Warranties)

(i)            Clause (b) of Section 4.8 (Ownership; Subsidiaries) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(b)           Set forth on Part 2 of Schedule 4.8 hereto is a complete and accurate list showing all Subsidiaries of each Loan Party (other than Subsidiaries that are Loan Parties listed on Part 1 of Schedule 4.8) on the date hereof and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized, the number of such shares outstanding on the Effective Date, the percentage of the outstanding shares of each such class owned (directly or indirectly) by such Loan Party, and the number of any Qualifying Shares.  No Stock of any Subsidiary of any Loan Party is subject to any outstanding option, warrant, right of conversion or purchase or any similar right.  All of the outstanding capital Stock of each such Subsidiary has been validly issued, is fully paid and non-assessable and is owned by such Loan Party, free and clear of all Liens other than the Liens granted to the Agent pursuant to the Pledge Agreements.  None of the Loan Parties or their respective Subsidiaries is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any shares of Stock of any Subsidiary of any Loan Party, other than the Loan Documents, the Stockholders Agreement and the Senior Subordinated Indentures.  No Loan Party owns or holds, directly or indirectly, any capital stock or equity security of, or any equity interest in, any Person other than such Subsidiaries or another Loan Party or as permitted by Section 7.6.

(ii)           Clause (b) of Section 4.20 (Related Documents) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(b)           Pursuant to each Senior Subordinated Indenture including, without limitation, Articles Eight and Twelve thereof, the Obligations, the Company Obligations, the Dutch Operating Co. Obligations, the U.K. Operating Co. Obligations and the Excluded U.S. Liabilities constitute“Senior Debt” which is “Designated Senior Debt” pursuant to the “Credit Agreement” (as such terms are defined in such Senior Subordinated Indenture) and the holders

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thereof, each other Secured Party and Guarantied Party are and shall be entitled to all of the rights of the holders of “Senior Debt” which is “Designated Senior Debt” pursuant to the “Credit Agreement” (as so defined), and the Agent shall be entitled to all of the rights of the “Agent” (as defined in such Senior Subordinated Indenture), respectively.

(d)           Amendment to Article VI (Affirmative Covenants).  A new Section 6.23 (Additional Collateral and Guaranties) is hereby added at the end of Article VI (Affirmative Covenants) to read in its entirety as follows:

6.23         Additional Collateral and Guaranties.  To the extent not delivered to the Agent on or before the Effective Date (including, without limitation, in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party before or after the Effective Date), each Borrower agrees promptly to do, or cause each Subsidiary of Euramax U.S. to do, each of the following, unless otherwise agreed by the Agent:

(a)           deliver to the Agent such duly-executed guarantees (including, without limitation, as the case may be, foreign guaranties and similar agreements) and related documents, in each case in form and substance reasonably satisfactory to the Agent and as the Agent deems necessary or advisable in order to ensure that each Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Contingent Obligations in respect of any Senior Subordinated Note and each Subsidiary of each Loan Party unconditionally guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Guarantied Obligations or any part thereof for the benefit of the Guarantied Parties;

(b)           deliver to the Agent such duly-executed pledges, security agreements and, if applicable, other Collateral Documents (including, without limitation, as applicable, foreign charges, pledges, security agreements and similar Collateral Documents), in each case in form and substance reasonably satisfactory to the Agent and as the Agent deems necessary or advisable in order to (i) effectively grant to the Agent, for the benefit of the Guarantied Parties, a valid, perfected and enforceable first-priority security interest (or equivalent in a foreign jurisdiction) in the Stock and Stock Equivalents and other debt securities owned by any Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of any Senior Subordinated Note or by any Loan Party or any Subsidiary of any Loan Party and (ii) effectively grant to the Agent, for the benefit of the Guarantied Parties, a valid, perfected and enforceable first-priority security interest (or the equivalent in any non-U.S. jurisdiction) in all property interests and other assets of any Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of any Senior Subordinated Note or of any Loan Party or any Subsidiary of any Loan Party; provided,that, unless (x) Euramax U.S. and the Agent otherwise agree or (y) such pledge or grant can be made without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including, without limitation, any Person that becomes a Loan Party as a result of such pledge or grant), in no

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event shall any Loan Party or any Subsidiary thereof be required to pledge (i) in excess of 65% of the outstanding Voting Stock of any direct Foreign Subsidiary of Euramax U.S. or of its Domestic Subsidiaries or (ii) unless such Stock is otherwise held by Euramax U.S. and its Domestic Subsidiaries, any of the Stock of any Foreign Subsidiary of such direct Foreign Subsidiary;

(c)           deliver to the Agent all certificate, instruments and other documents representing all Stock, debt instruments and all other Stock, Stock Equivalents and other debt securities being pledged pursuant to the Loan Documents executed pursuant to clause (b)above, together with (i) in the case of certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of debt instruments and other certificated debt securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of such Loan Party or such Subsidiary thereof, as the case may be;

(d)           to take such other actions necessary or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (b)above, including, without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may be reasonably requested by the Agent; and

(e)           if requested by the Agent, deliver to the Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent.

(e)           Amendments to Article VII (Negative Covenants)

(i)            Clause (a)(ix) of Section 7.2 (Indebtedness) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(i)            (A) in the case of Euramax, U.K. Holdings and Dutch Holdings, the First Senior Subordinated Notes (provided, that no new First Senior Subordinated Notes may be issued after August 6, 2003) and, in the case of Amerimax U.K., Euramax U.S., Newco U.K., Newco U.K. II and U.S. Operating Co., the subordinated guaranties thereof pursuant to the First Senior Subordinated Indenture and (B) in the case of Euramax U.S. and Euramax International Holdings B.V., the Second Senior Subordinated Notes and, in the case of the Domestic Loan Parties, the subordinated guaranties thereof pursuant to the Second Senior Subordinated Indenture;

(ii)           Clause (a)(v) of Section 7.4 (Restricted Payments) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(v) cash interest payments on any Intercompany Notes; provided, however, that the proceeds of all such cash interest paid on any Intercompany Note, and all such cash dividends paid to Dutch Company prior to a Permitted Merger of Dutch Operating Co. with and into Dutch Company or paid to any of

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U.K. Holdings, Euramax U.S., Euramax International Holdings B.V., Amerimax U.K. or Euramax are used solely:  (v) to pay any of the Obligations or Guarantied Obligations, (w) to pay taxes and other expenses incurred by such Foreign Holding Company, Amerimax U.K. or Euramax, as the case may be, (x) by Euramax U.S. to redeem or repurchase any Stock of Euramax U.S. owned by any Person who is part of the management of any Loan Party upon such Person’s termination, death or permanent disability, provided that (1) the aggregate amount of such redemptions and repurchases in any 12-month period shall not exceed $3,500,000 and (2) the aggregate amount of such redemptions and repurchases during the term of this Agreement shall not exceed $7,000,000 plus, in the case of each of clauses (1) and (2), the aggregate cash proceeds previously or concurrently paid to Euramax U.S. during such period by any Person or Persons in payment of the purchase price of Stock purchased by such Person or Persons and not applied or required to be applied to any other payment, redemption or repurchase, (y)(A)by Euramax, U.K. Holdings and Dutch Holdings to make regularly scheduled interest payments to the holders of First Senior Subordinated Notes or to redeem the First Senior Subordinated Notes if otherwise permitted hereunder and under the terms of the First Senior Subordinated Note Indenture, provided that such payments are not made in contravention of the subordination provisions thereof or of the First Senior Subordinated Indenture and (B) by Euramax U.S. and Euramax International Holdings B.V. to make regularly scheduled interest payments to the holders of Second Senior Subordinated Notes if otherwise permitted hereunder and under the terms of the Second Senior Subordinated Note Indenture; provided, that such payments are not made in contravention of the subordination provisions thereof or of the Second Subordinated Indenture, or (z) by the Loan Parties to make regularly scheduled interest payments on their respective Intercompany Notes;

(iii)          Clause (b)(i)(C) of Section 7.4 (Restricted Payments) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(C) (1) redemptions of the First Senior Subordinated Notes by Euramax, U.K. Holdings or Dutch Holdings not in contravention of the terms of the First Subordinated Indenture or (2) regularly scheduled interest payments (x) made by Euramax, U.K. Holdings or Dutch Holdings on the First Senior Subordinated Notes or by Euramax U.S. or Euramax International Holdings B.V. on the Second Subordinated Notes, in each case provided that such interest payments are not made in contravention of the subordination provisions thereof or of the corresponding Senior Subordinated Indenture and (y) made by any Loan Party on its Intercompany Notes;

(iv)          Clause (b)(ii) of Section 7.4 (Restricted Payments) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(ii) pay any fee to any holder of any Senior Subordinated Note for any waiver or amendment or for any other reason with respect to the Senior Subordinated Notes or the Senior Subordinated Indentures;

(v)           Clause (j) of Section 7.6 (Investments) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

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(j)            Investments in Stock or Stock Equivalents of any Person, consisting of a redemption by Euramax U.S. or Euramax International Holdings B.V.in respect of the SecondSenior Subordinated Notes (if otherwise permitted by this Agreement)or consisting of the acquisition of assets of any Person by any Loan Parties, to the extent a first-priority, perfected security interest (or equivalent reasonably satisfactory to the Agent) is granted by the Loan Parties (including, without limitation, any Person that becomes a Loan Party as a result of such acquisition) on such assets for the benefit of the Lenders in accordance with Section 6.23, provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of or as a result of any such Investment, (ii) the aggregate amount of all such Investments does not exceed $30,000,000, (iii) the Available Credit both before and after such Investment shall not be less than $20,000,000, (iv) the Agent shall have been furnished a pro forma compliance certificate showing compliance with the financial covenants contained in Article V after giving effect to such Investment and (v) no such Investment shall be made directly or indirectly in any “margin stock” (as defined in Regulations T, U or X of the Board of Governors of the Federal Reserve System).

(vi)          Section 7.13 (Additional Richmond Company, Euramax, French Holdings and Foreign Holding Company Provisions) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

7.13         Additional Richmond Company, Euramax, French Holdings and Foreign Holding Company Provisions.  Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (a) Euramax shall not own any assets other than (i) the Intercompany Notes issued in its favor and (ii) the Stock of U.K. Holdings, the Stock of Newco U.K. II and25.8% of the Stock of French Operating Co.; (b) U.K. Holdings shall not own any assets other than the Stock of U.K. Company; (c) Dutch Holdings shall not own any assets other than the Stock of Dutch Company, 74.2% of the Stock of French Operating Co. and any Intercompany Note issued in its favor; (d) U.K. Company shall not own any assets other than the Stock of U.K. Operating Co.; (e) unless and until the consummation of a Permitted Merger of Dutch Operating Co. with and into Dutch Company, Dutch Company shall not own any assets other than the Stock of Dutch Operating Co.; (f) Richmond Company shall not acquire any assets or incur any further liabilities; (g) Euramax U.S. shall not own any assets other than (i) all of the Stock of Newco U.K., (ii) all of the Stock of U.S. Operating Co. and (iii) all of the Stock of Euramax International Holdings B.V.; (h) Newco U.K. shall not own any assets other than (i) all of the Stock of Euramax and (ii) all of the Stock of Amerimax U.K.; (i) Newco U.K. II shall not own any assets other than, prior to the direct or indirect transfer of all of such Stock to Euramax International Holdings B.V., all of the Stock of Dutch Holdings; (j) AFC shall not own any assets except any Intercompany Note issued in AFC’s favor and (k) Euramax International Holdings B.V. shall not own any assets except, after the direct or indirect transfer of all of such Stock from Newco U.K. II, the Stock of Dutch Holdings and any Intercompany Note issued in its favor.

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(vii)         Clause (j) of Section 8.1 (Events of Default) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(j)            Any Loan Party or any Subsidiary of any Loan Party shall (i) purchase, redeem, pay, prepay, defease or otherwise acquire for value, or pay any principal of, or premium on, or other amount of, any Second Senior Subordinated Note, or pay any interest thereunder other than regularly scheduled interest payments thereon made by Euramax U.S. and Euramax International Holdings B.V. to the extent such interest payments are not made in contravention of the subordination provisions set forth in the Second Senior Subordinated Indenture, (ii) pay any fee to any holder of any Senior Subordinated Note for any waiver or amendment or for any other reason with respect to the Senior Subordinated Notes or the Senior Subordinated Indentures, (iii) make any payment of principal of or premium or interest on any Intercompany Note other than regularly scheduled interest payments made on the Intercompany Notes or (iv) make any deposit in respect of any of the foregoing or give notice to any Person thereunder or under any Senior Subordinated Debt Document of its intention to effect any of the foregoing unless such notice is revoked before the same shall become irrevocable pursuant to the terms of such Senior Subordinated Debt Document;

(viii)        Clause (l) of Section 8.1 (Events of Default) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(l)(i)Euramax shall fail to own of record and beneficially (A) all of the outstanding Stock and Stock Equivalents of U.K. Holdingsor Newco U.K. II except, in each case, Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee and Qualifying Shares or (B) 25.8% of the Stock and Stock Equivalents of French Operating Co. other than Qualifying Shares; (ii) U.K. Holdings shall fail to own of record and beneficially all of the outstanding Stock and Stock Equivalents of U.K. Company, except, in each case, Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee and Qualifying Shares; (iii) U.K. Company shall fail to own of record and beneficially all of the outstanding Stock and Stock Equivalents of U.K. Operating Co., except, in each case, other than Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee and Qualifying Shares; (iv) Dutch Holdings shall fail to own of record and beneficially all of the outstanding Stock and Stock Equivalents of Dutch Company except Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee and Qualifying Shares (including, without limitation, after a Permitted Merger of Dutch Operating Co. with and into Dutch Company); (v) Dutch Company shall fail to own of record and beneficially (A) all of the outstanding Stock and Stock Equivalents of Dutch Operating Co. or (B) after a Permitted Merger of Dutch Operating Co. with and into Dutch Company (but prior to a Permitted Merger of Coated Products B.V.), all outstanding Stock and Stock Equivalents of Coated Products B.V., in each case other than Qualifying Shares; (vi) Dutch Holdings shall fail to own of record and beneficially 74.2% of the outstanding Stock and Stock Equivalents of French Operating Co. other than Qualifying Shares; (vii) Euramax U.S. shall fail to own of record and beneficially all of the outstanding Stock and Stock Equivalents of U.S. Operating Co., Euramax

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International Holdings B.V., Newco U.K. except, in the case of Newco U.K., Stock and Stock Equivalents owned in the name of the U.K. Trustee or its nominee and, in each case, Qualifying Shares; (viii) Newco U.K. shall fail to own all of the outstanding Stock and Stock Equivalents of Euramax and Amerimax U.K.; (ix) Newco U.K. II shall fail to own, prior to the transfer of all of such Stock and Stock Equivalents, directly or indirectly, to Euramax International Holdings B.V., all of the outstanding Stock and Stock Equivalents of Dutch Holdings, other than Qualifying Shares and (x) Euramax International Holdings B.V. shall fail to own, after the acquisition of all of such Stock from Newco U.K. II, all of the outstanding Stock and Stock Equivalents of Dutch Holdings, other than Qualifying Shares, in each case referred to in subclauses (i) through (x) of this subsection (l), free and clear of all Liens except the Lien in favor of the Agent or the U.K. Trustee (or its nominee) for the ratable benefit of the Lenders;

(f)            Amendments to Schedules to the Credit Agreement

The contents of Part II of Schedule 4.8 to the Credit Agreement are hereby replaced in their entirety with the contents of Schedule 1 (Subsidiaries) hereto.

Section 3.              Conditions Precedent to the Effectiveness of this Amendment

This Amendment shall become effective on the date when, and only when, each of the following conditions precedent shall have been satisfied (the “Amendment Effective Date”) or duly waived by the Agent:

(a)           Certain Documents.  The Agent shall have received each of the following, each dated the Amendment Effective Date (unless otherwise agreed by the Agent), in form and substance satisfactory to the Agent and in sufficient copies for each Lender:

(i)            this Amendment, duly executed by each Loan Party, the Agent and Lenders constituting Majority Lenders;

(ii)           a guaranty issued by New Dutch Holdings for the benefit of the Guarantied Parties of (A) all Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, excluding the Excluded U.S. Liabilities and (B) any and all expenses (including, without limitation, the reasonable fees and expenses of counsel) incurred by any Guarantied Parties in enforcing any rights under the Guaranty or any other Collateral Document made by New Dutch Holdings;

(iii)          all pledge agreements, security agreements and similar and other Collateral Document, in each case in form and substance satisfactory to the Agent, deemed necessary or appropriate by the Agent to ensure that the Agent, for the benefit of the Guarantied Party holds a first-priority, perfected Lien in all Stock and all assets of New Dutch Holdings;

(iv)          a copy of each other agreement, document or instrument executed or scheduled to be executed in connection with the Specified Transactions certified as true, correct and complete by a Responsible Officer of Euramax U.S.; and

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(v)           such additional documentation as the Agent may reasonably require;

(b)           Corporate and Other Proceedings.  All corporate, limited liability company, partnership and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in all respects to the Agent and each Lender;

(c)           Representations and Warranties.  Each of the representations and warranties set forth in Section 4 (Representations and Warranties) hereof shall be true and correct on each date set forth in such Section 4;

(d)           Fees and Expenses Paid.  The Loan Parties shall have paid all Obligations due, after giving effect to this Amendment, on or before the Amendment Effective Date including, without limitation, the fees set forth in Section 6 (Fees and Expenses) hereof andall costs and expenses of the Agent in connection with the preparation, reproduction, execution and delivery of this Amendment and all other Loan Documents entered into in connection herewith (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and all other Loan Documents) and all other costs, expenses and fees due under any Loan Document; and

(e)           Receipt of Proceeds.  The Swing Loans and the Revolving Loans shall have been repaid in an amount not less than $42,500,000 (the “Minimum Repayment Amount”).

Section 4.              Representations and Warranties

On and as of the Amendment Effective Date, after giving effect to this Amendment, each Loan Party hereby represents and warrants, as to itself and each of its Subsidiaries, to the Agent and each Lender as follows:

(a)           Authorization; No Conflict.  The execution, delivery and performance of this Amendment has been duly authorized by all necessary corporate, limited liability company, partnership or other action on the part of such Loan Party and such Subsidiaries, and this Amendment and the Loan Documents as amended hereby, and the transactions contemplated hereby and thereby, do not and will not (i) require any consent or approval of the stockholders of any Loan Party or any of its Subsidiaries or any third party, other than any consents or approvals that have already been obtained and which remain in full force and effect, (ii) violate any Requirement of Law, (iii) result in a breach of or constitute a default under any Contractual Obligation to which any Loan Party or any of its Subsidiaries is a party or by which any of them or their respective properties may be bound or affected or (iv) result in, or require, the creation or imposition of any Lien of any nature upon or with respect to any of the properties now owned or hereafter acquired by any Loan Party or any of its Subsidiaries (other than pursuant to the Loan Documents);

(b)           Permits.  All authorizations, consents, approvals of, licenses of, or filings or registrations with, any court or Governmental Authority, required in connection with the execution, delivery and performance by any Loan Party of this Amendment and the performance by each Loan Party of the Loan Documents as amended hereby, and the consummation by each Loan Party of the transactions contemplated hereby and thereby, have been obtained, given, filed or taken and are in full force and effect;

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(c)           Due Execution; Enforceability.  This Amendment has been duly executed and delivered by each Loan Party and each of this Amendment and each Loan Document as amended hereby constitutes the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law);

(d)           No Litigation.  There exists no judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon the execution, delivery and performance of this Amendment or the Loan Documents as amended hereby or upon the consummation of the transactions contemplated hereby or thereby;

(e)           No Material Adverse Effect.  None of the transactions contemplated by this Amendment or the Loan Documents as amended hereby will result in a Material Adverse Effect, and the execution, delivery and performance of this Amendment will not adversely affect the Liens of any Collateral Document;

(f)            Related Documents.  No provision of any Related Document or any other Contractual Obligation of any Loan Party would prohibit, restrict or impose any conditions on this Amendment or the other Loan Documents as amended hereby, and no consent under any Related Document or other Contractual Obligation (other than consents that have already been obtained and remain in full force and effect) is required for the execution, delivery or performance of this Amendment, or the other Loan Documents as amended hereby, or for the consummation of any of the transactions contemplated hereby, including, without limitation, the transactions contemplated by the amendments set forth herein except as specifically contemplated hereby;

(g)           Representations and Warranties.  Each of the representations and warranties contained in any Loan Document are true and correct on and as of the Amendment Effective Date, in each case as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties are true and correct as of such specific date; provided, however, that references therein to the “Credit Agreement” or Sections thereof shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents and waivers set forth herein;

(h)           Events of Default.  No Default or Event of Default has occurred and is continuing (except for those duly waived hereby); and

(i)            Subsidiaries.  Set forth on Part 1 of Schedule 1 (Subsidiaries) hereto is a complete and accurate list of all Loan Parties as of the Amendment Effective Date (both before and after giving effect to the Specified Transactions), their respective jurisdictions of organization, the authorized Stock of each Loan Party, the number of outstanding shares of each class of Stock of each Loan Party and the beneficial owners thereof, including, without limitation, any Qualifying Shares.  Set forth on Part 2 of Schedule 1 hereto is a complete and accurate list showing all Subsidiaries of each Loan Party not listed on Part 1 of such Schedule as of the Amendment Effective Date (both before and after giving effect to the Specified Transactions) and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized, the number of such shares outstanding on the Amendment Effective

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Date (both before and after giving effect to the Specified Transactions), the percentage of the outstanding shares of each such class owned (directly or indirectly) by such Loan Party, and the number of any Qualifying Shares.  As of the Amendment Effective Date (both before and after giving effect to the Specified Transactions), no Loan Party owns or holds, directly or indirectly, any capital stock or equity security of, or any equity interest in, any Person other than the Persons listed on Schedule 1.

Section 5.              Covenant

Each Loan Party hereby covenants and agrees that (i) the Swing Loans and the Revolving Loans shall be repaid in an amount not less than the Minimum Repayment Amount, (ii) all proceeds of the New Issuance, to the extent not used to purchase the Senior Subordinated Notes as part of the Tender Offer, to pay Premiums (not in excess of the Premium Limit) or to pay Fees (not in excess of the Fees Limit) shall be used to repay the Swing Loans and the Revolver (and, to the extent all Obligations are paid in full in cash, to be placed in an escrow, trust or similar account on terms and conditions, and from an escrow agent or trustee, acceptable to the Agent (an “Escrow”) to the extent necessary to effectuate the Redemption and to pay the Premiums and Expenses thereof); provided, however, that, if Euramax, Dutch Holdings or U.K. Holdings validly sends, within two Business Days of the completion of the Tender Offer (or such later date as may be acceptable to the Agent), an irrevocable notice for the Redemption of all remaining Senior Subordinated Notes not purchased in the Tender Offer, which notice shall be in accordance with the Senior Subordinated Indenture, and such notice is effective to mandate an irrevocable Redemption of such Senior Subordinated Notes not more than 30 days after such notice is effectively sent, then, the proceeds of the New Issuance (other than the Minimum Repayment Amount, which shall be used, in any case, to repay the Swing Loans and the Revolving Loans) may be kept in an Escrow to the extent necessary to effectuate such Redemption of the Senior Subordinated Notes and to pay the Premiums and Expenses for such Redemption (not in excess, together with all other Premiums and Expenses, of the Premium Limit and Redemption Limits respectively).

Section 6.              Fees and Expenses

The Loan Parties jointly and severally agree to pay on demand in accordance with the terms of Section 10.4(a) (Costs and Expenses) of the Credit Agreement all reasonable costs and expenses of the Agent incurred in connection with the preparation, execution and delivery of this Amendment and all other Loan Documents entered into in connection herewith (including, without limitation, the reasonable fees and out-of-pocked expenses of counsel for the Agent with respect thereto and all other Loan Documents).

Section 7.              Reference to the Effect on the Loan Documents

(a)           As of the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.  Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment Effective Date.

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(b)           Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(c)           The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, Issuers, Arranger or the Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

(d)           This Amendment is a Loan Document.

Section 8.              Consent of Guarantors

Each Guarantor hereby consents to this Amendment and agrees that the terms hereof shall not affect in any way its obligations and liabilities under the Loan Documents (as amended and otherwise expressly modified hereby), all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed (as amended and otherwise expressly modified hereby).

Section 9.              Execution in Counterparts

This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document.  Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 10.            Governing Law

This Amendment shall be governed by and construed in accordance with the law of the State of New York (without giving effect to any conflict of law provision to the extent such provision would require the application of any law other than that of the State of New York).

Section 11.            Section Titles

The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section.  Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in parentheses to the title of the section of such Loan Document containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error.  If any reference to the number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error.

16

Section 12.            Notices

All communications and notices hereunder shall be given as provided in the Credit Agreement.

Section 13.            Severability

The fact that any term or provision of this Agreement is held invalid, illegal or unenforceable as to any Person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any Person.

Section 14.            Successors

The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

Section 15.            Waiver of Jury Trial

EACH LOAN PARTY HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, ANY ISSUER, ANY LENDER OR ANY LOAN PARTY WITH RESPECT TO THIS AMENDMENT.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THIS AGREEMENT.

[SIGNATURE PAGES FOLLOW]

17

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first written above.

EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer
EURAMAX INTERNATIONAL HOLDINGS LIMITED
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Director
EURAMAX INTERNATIONAL LIMITED
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Director
EURAMAX EUROPEAN HOLDINGS LIMITED
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Director
EURAMAX CONTINENTAL LIMITED
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Director

[SIGNATURE PAGE TO AMENDMENT NO. 3 TO EURAMAX’S CREDIT AGREEMENT]

EURAMAX EUROPEAN HOLDINGS B.V.
By:	/s/ Robert Arther Gerald Dresen
	Name: Robert Arther Gerald Dresen
	Title: Managing Director
EURAMAX EUROPE LIMITED
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Director
EURAMAX NETHERLANDS B.V.
By:	/s/ Robert Arther Gerald Dresen
	Name: Robert Arther Gerald Dresen
	Title: Managing Director
EURAMAX HOLDINGS LIMITED
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Director
EURAMAX EUROPE B.V.
By:	/s/ Robert Arther Gerald Dresen
	Name: Robert Arther Gerald Dresen
	Title: Managing Director
ELLBEE LIMITED
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Director

[SIGNATURE PAGE TO AMENDMENT NO. 3 TO EURAMAX’S CREDIT AGREEMENT]

EURAMAX COATED PRODUCTS LIMITED
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Director
EURAMAX COATED PRODUCTS B.V.
By:	/s/ Robert Arther Gerald Dresen
	Name: Robert Arther Gerald Dresen
	Title: Managing Director
AMERIMAX FABRICATED PRODUCTS, INC.
AMERIMAX BUILDING PRODUCTS, INC.
AMERIMAX COATED PRODUCTS, INC.
AMERIMAX RICHMOND COMPANY
AMERIMAX FINANCE COMPANY, INC.
AMERIMAX HOME PRODUCTS, INC.
AMERIMAX LAMINATED PRODUCTS, INC.
AMERIMAX DIVERSIFIED PRODUCTS, INC.
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer
FABRAL HOLDINGS, INC.
(f/k/a Gentek Holdings, Inc.)
FABRAL, INC.
(f/k/a Gentek Building Products, Inc.)
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer
EURAMAX INTERNATIONAL HOLDINGS B.V.
By:	/s/ Robert Arther Gerald Dresen
	Name: Robert Arther Gerald Dresen
	Title: Managing Director of Euramax European Holdings B.V., the sole director of Euramax International Holdings B.V.

[SIGNATURE PAGE TO AMENDMENT NO. 3 TO EURAMAX’S CREDIT AGREEMENT]

EURAMAX INDUSTRIES S.A.
By:	/s/ J. David Smith
	Name: J. David Smith
	Title: Director
AMERIMAX UK, INC.
By:	/s/ David Pugh
	Name: David Push
	Title: Director
BNP Paribas,
as the Agent, the Issuer, the Swing Loan Lender and a Lender
By:	/s/ Cecile Scherer
	Name: Cecile Scherer
	Title: Director, Merchant Banking Group
By:	/s/ Richard Cushing
	Name: Richard Cushing
	Title: Director

[SIGNATURE PAGE TO AMENDMENT NO. 3 TO EURAMAX’S CREDIT AGREEMENT]

FLEET NATIONAL BANK, N.A.,
as a Lender
By:	/s/ Christopher S. Allen
	Name: Christopher S. Allen
	Title: Managing Director
SUNTRUST BANK,
as a Lender
By:	/s/ Jenna H. Kelly
	Name: Jenna H. Kelly
	Title: Director
LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Amy L. Damitio
	Name: Amy L. Damitio
	Title: Assistant Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Dan Shaw
	Name: Dan Shaw
	Title: Vice President
WACHOVIA BANK, N.A.,
as a Lender
By:	/s/ Cheryl Boyd
	Name: Cheryl Boyd
	Title: Director

[SIGNATURE PAGE TO AMENDMENT NO. 3 TO EURAMAX’S CREDIT AGREEMENT]

SCHEDULE 1

SUBSIDIARIES

PART I

PART II

EX-10.3

Exhibit 10.3

PLEDGE AMENDMENT

This PLEDGE AMENDMENT, dated as of August 6, 2003, is delivered pursuant to Section 4.4(a) of the Amended and Restated Pledge and Security Agreement dated March 15, 2002, by the undersigned Grantor and the other Loan Parties from time to time party thereto as Grantors in favor of BNP Paribas, as agent for the Secured Parties referred to therein (the “Pledge and Security Agreement”) and the undersigned hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed on this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned.  Capitalized terms used herein but not defined herein are used herein with the meaning given them in the Pledge and Security Agreement.

Pledged Stock

Issuer	Class	Certificate No(s).	Par Value		Number of Shares, Units or Interests
Euramax International Holdings, B.V.	N/A	N/A	EUR	1	18,152

Pledged Debt

Issuer	Description of Debt	Certificate No(s).	Final Maturity	Principal Amount
N/A	N/A	N/A	N/A	N/A

IN WITNESS WHEREOF, the Grantor has caused this Pledge Amendment to be duly executed and delivered by its duly authorized officer on the date first above written.

EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: Chief Financial Officer

2

ACKNOWLEDGED AND AGREED
as of the date of this Pledge Amendment
first above written.
BNP Paribas, as Agent
By:	/s/ Cecile Scherer
	Name: Cecile Scherer
	Title: Director, Merchant Banking Group
By:	/s/ Richard Cushing
Name: Richard Cushing
Title: Director

3

EX-99.1

Exhibit 99.1

Euramax International, Inc. Announces Acceptance of Notes in Tender Offer And Completion of $200 Million Note Offering

                NORCROSS, GA., Aug. 6 /PRNewswire/ — Euramax International, Inc. today announced that it had completed its previously-announced private offering of senior subordinated notes.  In the offering, Euramax International and its subsidiary Euramax International Holdings B.V. issued 8-1/2% senior subordinated notes due August 15, 2011 totaling $200 million in aggregate principal amount and  (the “New Notes”).  The New Notes are guaranteed by certain of Euramax International, Inc.’s subsidiaries and are unsecured.

                Euramax International also announced today that it had accepted for payment and will purchase all of the 11-1/4% senior subordinated notes due 2006 issued by Euramax International Limited, Euramax European Holdings Limited, and Euramax European Holdings, B.V. (the “Old Notes”) validly tendered and not withdrawn as of 5:00 p.m., New York City time, on August 5, 2003 pursuant to the previously announced tender offer and consent solicitation for all of the outstanding Old Notes.  According to JPMorgan Chase Bank, the depositary for the tender offer, approximately $112.8 million in aggregate principal amount of the Notes had been validly tendered and not withdrawn at the time of acceptance.  Following the purchase of the Notes accepted in the tender offer, approximately $22.2 million in aggregate principal amount of the Notes will remain outstanding and are scheduled to mature on October 1, 2006.  The aggregate cost to purchase the Notes accepted today, excluding interest, is approximately $115.9 million.  The tender offer and consent solicitation expires at 5:00 p.m. New York City time, on August 7, 2003 unless it is extended.

                In connection with the tender offer and consent solicitation, Euramax International, certain of its subsidiaries and JPMorgan Chase Bank, as trustee, executed a second supplemental indenture to the indenture governing the Old Notes providing for the amendments to the indenture described in the Offer to Purchase and Consent Solicitation Statement dated July 10, 2003 and the related Consent and Letter of Transmittal.  These amendments became operative on August 6, 2003.

                UBS Securities LLC is the sole lead dealer manager, Banc of America Securities is the co-manager, JPMorgan Chase Bank is the depositary and D.F. King & Co., Inc. is the information agent for the tender offer and consent solicitation. Note holders’ requests for documentation should be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers, call collect) or toll-free at (800) 431-9643. Questions regarding the transaction should be directed to UBS Securities LLC at (800) 722-9555, ext. 8035.

                Euramax is a leading international producer of aluminum, steel, vinyl and fiberglass products for original equipment manufacturers, distributors, contractors and home centers in North America and Western Europe.

                Note regarding forward-looking statements: Statements made by Euramax, which are not historical facts, are forward looking statements that involve risks and uncertainties. Statements including the words “anticipate,” “expect,” “project,” “may,” “intend,” “foresee,” “believe,” and “feel,” also indicate

forward looking statements that involve risks and uncertainties. Actual results could differ materially from those expressed or implied in forward-looking statements. Important factors that could cause financial performance to differ materially from past results and from those expressed or implied in this press release include, without limitation, the risks of doing business in multiple jurisdictions, impact of environmental regulations, dependence on key personnel, risks of business acquisitions, availability of financing, competition, ability to manage growth, loss of customers, the price and availability of raw materials, and a variety of other factors. For further information on these and other risks, see the “Risk Factors” section of the Company’s Report on Form 10-K for the year ended December 27, 2002.

EX-99.2

Exhibit 99.2

Euramax International, Inc. Announces Expiration of Tender Offer for 11 ¼% Senior Subordinated Notes

Norcross, Georgia, August 8, 2003 — Euramax International, Inc. announced today that its tender offer for all of its outstanding 11¼% senior subordinated notes due 2006 (the “Notes”) expired at 5:00 p.m. New York City time, on August 7, 2003.  As previously announced, Euramax accepted for payment all Notes validly tendered and not withdrawn as of 5:00 p.m. New York City time on August 5, 2003.  On August 7, 2003, an additional $125,000 in principal amount of Notes were tendered in the tender offer.  On August 8, 2003, Euramax notified JPMorgan Chase Bank, the depositary for the tender offer, that it accepted for payment the additional $125,000 in principal amount of the Notes that were tendered.

Euramax is a leading international producer of aluminum, steel, vinyl and fiberglass products for original equipment manufacturers, distributors, contractors and home centers in North America and Western Europe.

Note regarding forward-looking statements: Statements made by Euramax, which are not historical facts, are forward looking statements that involve risks and uncertainties. Statements including the words “anticipate,” “expect,” “project,” “may,” “intend,” “foresee,” “believe,” and “feel,” also indicate forward looking statements that involve risks and uncertainties. Actual results could differ materially from those expressed or implied in forward-looking statements. Important factors that could cause financial performance to differ materially from past results and from those expressed or implied in this press release include, without limitation, the risks of doing business in multiple jurisdictions, impact of environmental regulations, dependence on key personnel, risks of business acquisitions, availability of financing, competition, ability to manage growth, loss of customers, the price and availability of raw materials, and a variety of other factors. For further information on these and other risks, see the “Risk Factors” section of the Company’s Report on Form 10-K for the year ended December 27, 2002.