10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 27, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                            to
	Commission file number 333-05978

EURAMAX INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	58-2502320
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5445 Triangle Parkway, Suite 350, Norcross, Georgia	30092
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code 770-449-7066

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ý Yes  o No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Rule 12b-2).

o Yes  ý No

As of August 11, 2003, Registrant had outstanding 492,495.79 shares of Class A common stock and no shares of Class B common stock.

Part I - Financial Information

Item 1.  Financial Statements

Euramax International, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(Thousands of U.S. Dollars)

(Unaudited)

	Predecessor						Successor			Predecessor						Successor
	Three months ended June 28, 2002			Two months ended May 23, 2003			One month ended June 27, 2003			Six months ended June 28, 2002			Five months ended May 23, 2003			One month ended June 27, 2003
Net sales	$	171,668		$	114,457		$	77,194		$	304,628		$	260,615		$	77,194
Costs and expenses:
Cost of goods sold	132,859			90,854			63,904			239,117			208,420			63,904
Selling and general	16,400			10,563			8,159			30,949			26,153			8,159
Depreciation and amortization	3,025			2,531			1,571			6,449			6,276			1,571
Earnings from operations	19,384			10,509			3,560			28,113			19,766			3,560
Interest expense, net	(5,872		)	(3,678		)	(1,843		)	(11,233		)	(9,126		)	(1,843		)
Other income (expense), net	624			292			(26		)	542			506			(26		)
Earnings before income taxes	14,136			7,123			1,691			17,422			11,146			1,691
Provision for income taxes	5,576			2,673			562			6,782			4,254			562
Net earnings	$	8,560		$	4,450		$	1,129		$	10,640		$	6,892		$	1,129

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Euramax International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Thousands of U.S. Dollars)

(Unaudited)

	Predecessor December 27, 2002			Successor June 27, 2003
ASSETS
Current assets:
Cash and equivalents	$	11,646		$	10,918
Accounts receivable, net	88,508			120,325
Inventories	78,480			90,374
Other current assets	5,081			8,438
Total current assets	183,715			230,055
Property, plant and equipment, net	112,037			129,582
Goodwill, net	110,799			160,406
Deferred income taxes	4,975			4,831
Other assets	4,914			5,740
	$	416,440		$	530,614
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Cash overdrafts	$	1,880		$	1,487
Accounts payable	57,104			74,111
Accrued expenses and other current liabilities	34,251			47,039
Total current liabilities	93,235			122,637
Long-term debt, less current maturities	196,972			208,020
Deferred income taxes	19,421			23,560
Other liabilities	20,593			27,731
Total liabilities	330,221			381,948
Shareholders’equity:
Common stock	500			500
Additional paid-in capital	53,220			155,495
Treasury stock	(2,056		)	(1,964		)
Restricted stock	—			(3,764		)
Retained earnings	44,439			1,129
Accumulated other comprehensive loss	(9,884		)	(2,730		)
Total shareholders’ equity	86,219			148,666
	$	416,440		$	530,614

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Euramax International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Thousands of U.S. Dollars)

(Unaudited)

	Predecessor						Successor
	Six months ended June 28, 2002			Five months ended May 23, 2003			One month ended June 27, 2003
Net cash provided by (used in) operating activities	$	549		$	(12,045	)	$	11,924
Cash flows from investing activities:
Proceeds from sales of assets	24			35			44
Capital expenditures	(2,566		)	(4,944		)	(789		)
Net cash used in investing activities	(2,542		)	(4,909		)	(745		)
Cash flows from financing activities:
Net borrowings (repayments) on revolving credit facility	40,004			18,264			(11,153		)
Repayment of long-term debt	(38,951		)	—			—
Changes in cash overdrafts	1,229			2,603			(2,995		)
Proceeds from settlement of currency swap	2,790			—			—
Issuance of common stock from shares held in treasury	—			—			353
Purchase of treasury stock	—			(2,556		)	(80		)
Deferred financing fees	(1,495		)	(116		)	(242		)
Net cash provided by (used in) financing activities	3,577			18,195			(14,117		)
Effect of exchange rate changes on cash	1,881			778			191
Net increase (decrease) in cash and equivalents	3,465			2,019			(2,747		)
Cash and equivalents at beginning of period	5,897			11,646			13,665
Cash and equivalents at end of period	$	9,362		$	13,665		$	10,918

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Euramax International, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Thousands of U.S. Dollars)

(Unaudited)

1.  Basis of Presentation:

For purposes of this report the “Company” refers to Euramax International, Inc. (“Euramax”) and Subsidiaries, collectively.

The Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of the management of the Company, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. All adjustments are of a normal recurring nature, except for the 2003 Shareholder Transaction described in Note 2, unless otherwise disclosed. Management believes that the disclosures made are adequate for a fair presentation of results of operations, financial position and cash flows. These Condensed Consolidated Financial Statements should be read in conjunction with the year-end Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2002. The Company's sales are somewhat seasonal, with the second and third quarters typically accounting for the highest sales volumes. Operating results for the period ended June 27, 2003, are not necessarily indicative of future results that may be expected for the year ending December 26, 2003.

Per share data has not been presented since such data provides no useful information, as the shares of the Company are closely held.

Certain 2002 amounts have been reclassified to conform to current year presentation.

2.  2003 Shareholder Transaction

On April 15, 2003, Citigroup Venture Capital Equity Partners, L.P. (“CVCEP”) and Citicorp Venture Capital Ltd. (“CVC”), entered into a definitive purchase agreement with CVC European Equity Partners, L.P. and CVC European Equity Partners (Jersey), L.P. (collectively “CVC Europe”), BNP Paribas, independent directors and certain members of management to purchase, for approximately $106.0 million, all of the shares of the Company held by CVC Europe and BNP Paribas, and a portion of the shares held by independent directors and management (“2003 Shareholder Transaction”). The 2003 Shareholder Transaction was completed on June 12, 2003, with CVCEP purchasing 265,762.48 shares of the Company's Class A Common Stock. After the completion of this transaction CVCEP and CVC collectively owned approximately 88.5% of the issued and outstanding shares of the Company, with management of CVCEP and directors and management of the Company holding the remaining shares. Prior to the 2003 Shareholder Transaction, CVC owned approximately 34.5% of the issued and outstanding shares of the Company. This substantial change in ownership arising from CVCEP's acquisition of the Company's stock, together with the Company's subsequent issuance of senior subordinated notes (see Note 12), required that the purchase price paid in excess of the book value of the Company's equity acquired be allocated under the purchase method of accounting to the assets and liabilities of the Company based upon a percentage of their fair values proportional to the percentage of the ownership change. The allocation was based upon preliminary estimates by management of the fair market values of identifiable assets and liabilities, with the remainder allocated to goodwill. The liabilities assumed included approximately $3.4 million of fees related to the transaction, which were paid by the Company on behalf of its shareholders. The Company is currently completing valuations of its assets. The final allocation of the purchase price, which is subject to revision when valuations are completed, may materially differ from the preliminary estimates. The goodwill generated from this transaction is not deductible for income tax purposes. The purchase price has been allocated as follows:

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Purchase price	$	105,981
Less: Company equity acquired	53,628
Increase in basis	$	52,353
Allocation of increase in basis
Record fair value of inventories	$	4,000
Record fair value of property, plant and equipment	16,000
Record fair value of senior subordinated notes	(2,040		)
Record fair value of pension liability	(6,987		)
Record fair value of deferred financing fees	(1,000		)
Record fair value of patent (15 year life)	2,500
Transaction fees	(3,350		)
Record deferred income taxes for effect of step-up in basis of assets	(4,864		)
Increase to goodwill, net	48,094
	$	52,353

The following unaudited pro-forma information presents the results of operations of the Company as if the 2003 Shareholder Transaction had occurred as of the beginning of the period presented. The pro-forma information is not necessarily indicative of what would have occurred had the acquisitions been made as of such period, nor is it indicative of future results of operations. The pro-forma amounts give effect to appropriate adjustments for the fair value of the assets acquired, liabilities assumed, amortization of property, plant and equipment, intangibles and restricted stock, incurrence of the advisory fees owed to CVC Management and income taxes.

	Three months ended		Two months ended		One month ended		Six months ended		Five months ended		One month ended
	June 28, 2002		May 23, 2003		June 27, 2003		June 28, 2002		May 23, 2003		June 27, 2003
Pro-forma net sales	$	171,668	$	114,457	$	77,194	$	304,628	$	260,615	$	77,194
Pro-forma net earnings	8,101		4,157		990		9,785		6,197		990

3.  Summary of Significant Accounting Policies:

For information regarding significant accounting policies, see Note 2 to the Consolidated Financial Statements of the Company for the year ended December 27, 2002, set forth in the Company’s Annual Report on Form 10-K.

Goodwill

Goodwill increased $48.1 million from December 27, 2002 to June 27, 2003 as a result of applying the purchase method of accounting to the 2003 Shareholder Transaction, as described in Note 2. The remaining change in goodwill is a result of the change in foreign exchange rates used in converting the local currency goodwill balance into U.S. Dollars.

Stock Based Compensation

As permitted by SFAS No. 123, “Accounting for Stock-Based Compensation”, the Company has elected to apply APB No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for stock options issued under its equity compensation plan (see Note 10). Had compensation expense related to these stock options been determined based upon the fair value method under SFAS No. 123, net income would have been impacted as follows:

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	Predecessor				Successor			Predecessor				Successor
	Three months ended June 28, 2002		Two months ended May 23, 2003		One month ended June 27, 2003			Six months ended June 28, 2002		Five months ended May 23, 2003		One month ended June 27, 2003
Net income, as reported	$	8,560	$	4,450	$	1,129		$	10,640	$	6,892	$	1,129
Add: Stock-based employee compensation cost included in reported net income, net of related tax effects	—		—		143			—		—		143
Less: Total stock-based employee compensation expense determined under fair value method for all awards, not of related tax effects	—		—		(1,071		)	—		—		(1,071		)
Pro forma net income	$	8,560	$	4,450	$	201		$	10,640	$	6,892	$	201

The fair value of each option is estimated using the Black-Scholes option-pricing model using a risk free interest rate of 3.20%, an expected option life of 5 years, no volatility and no dividends.

Recent Accounting Pronouncements

In April 2002, the FASB issued Statement No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections” (“SFAS No. 145”). Among other items, SFAS No. 145 updates and clarifies existing accounting pronouncements related to reporting gains and losses from the extinguishment of debt and certain lease modifications that have economic effects similar to sale-leaseback transactions. SFAS No. 145 became effective for the Company on the first day of fiscal year 2003. The Company expects to record other expense, net of tax, of approximately $1.5 million representing unamortized deferred financing fees and the amount paid in excess of the carrying value of the retired debt, related to the senior subordinated notes purchased or redeemed as described in Note 12. Prior to the adoption of SFAS No. 145 the Company would have recognized this amount as an extraordinary loss, net of tax.

In December 2002, the FASB issued Statement No. 148, “Accounting for Stock-Based Compensation, Transition and Disclosure” (“SFAS No. 148”). SFAS No. 148 provides alternative methods of transition for a voluntary

7

change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also amends the disclosure requirements of SFAS No. 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based compensation and the pro forma effect on net income had the fair value of the options been expensed. The disclosure requirements of SFAS No. 148 became effective at its issuance. The adoption of SFAS No. 148 is not expected to have a material impact on the Company’s financial position or results of operations in fiscal year 2003.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), which addresses consolidation of variable interest entities.  FIN 46 requires a variable interest entity to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both.  A variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003.  For older entities, these requirements will begin to apply in the first fiscal year or interim period beginning after June 15, 2003.  The Company is currently evaluating FIN 46, but the adoption of FIN 46 is not expected to have a material impact on the Company’s financial position or results of operations in fiscal year 2003.

In April 2003, the FASB issued Statement No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (SFAS No. 149”). SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative, amends the definition of an underlying contract and clarifies when a derivative contains a financing component in order to increase the comparability of accounting practices under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material impact on the Company’s financial position or results of operations in fiscal year 2003.

4.  Inventories:

Inventories were comprised of:

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	Predecessor December 27, 2002		Successor June 27, 2003
Raw materials	$	60,281	$	65,002
Work in process	2,587		5,884
Finished products	15,612		19,488
	$	78,480	$	90,374

Inventories are net of related reserves totaling $3,827 at December 27, 2002 and $3,629 at June 27, 2003.

5.  Long-Term Obligations:

Long-term obligations consisted of the following:

	Predecessor December 27, 2002		Successor June 27, 2003
Credit Agreement:
Revolving Credit Facility	$	61,972	$	70,980
11.25% Senior Subordinated Notes due 2006	135,000		137,040
	$	196,972	$	208,020

As of June 27, 2003, $39.0 million was available under the Revolving Credit Facility.

6.  Commitments and Contingencies:

Litigation

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business.  Although occasional adverse decisions or settlements may occur, it is the opinion of the Company’s management, based upon information available at this time, that the expected outcome of these matters, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole.

Environmental Matters

The Company’s operations are subject to federal, state, local and European environmental laws and regulations concerning the management of pollution and hazardous substances.

The Company has been named as a potentially responsible party in state and Federal administrative and judicial proceedings seeking contribution for costs associated with the investigation, analysis, correction and remediation of environmental conditions at various hazardous waste disposal sites. The Company continues to monitor these actions and proceedings and to vigorously defend both its own interests as well as the interests of its affiliates. The Company’s ultimate liability in connection with present and future environmental claims will depend on many

9

factors, including its volumetric share of the waste at a given site, the remedial action required, the total cost of remediation, and the financial viability and participation of the other entities that also sent waste to the site. Once it becomes probable that the Company will incur costs in connection with remediation of a site and such costs can be reasonably estimated, the Company establishes or adjusts its reserve for its projected share of these costs. Based upon current law and information known to the Company concerning the size of the sites known to it, anticipated costs, their years of operations and the number of other potentially responsible parties, management believes that the Company’s potential share of the estimated aggregate liability for the costs of remedial actions and related costs and expenses are not material. In addition, the Company establishes reserves for remedial measures required from time to time at its own facilities.Management believes that the reasonably probable outcomes of these matters will not materially exceed established reserves and will not have a material impact on the future financial position, net earnings or cash flows of the Company. The Company’s reserves, expenditures and expenses for all environmental exposures were not significant for any of the dates or periods presented.

In connection with the acquisition of the Company from Alumax Inc. (which has since been acquired by Aluminum Company of America in May 1998, and hereafter referred to as “Alumax”) on September 25, 1996, the Company was indemnified by Alumax for substantially all of its costs, if any, related to specifically identified environmental matters arising prior to the closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of certain specified existing National Priorities List (“NPL”) sites for which the Company had been named a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Information System (“CERCLA”) as of the closing date of the acquisition, as well as certain potential costs for sites listed on state hazardous cleanup lists. The Company does not believe that it has any significant probable liability for environmental claims. Further, the Company believes it to be unlikely that the Company would be required to bear environmental costs in excess of its pro rata share of such costs as a potentially responsible party at any site.

Product Warranties

The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. The Company provides accruals for warranties based on historical experience and expectations of future occurrence. A summary of the changes in the product warranty accrual follows:

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	Predecessor			Successor
	Two months ended May 23, 2003			One month ended June 27, 2003
Beginning balance	$	3,045		$	3,394
Payments made or service provided	(257		)	(240		)
Warranties issued	447			429
Change related to changes in foreign currency exchange rates	159			(47		)
Ending balance	$	3,394		$	3,536

7.  Comprehensive Income:

	Predecessor						Successor			Predecessor						Successor
	Three months ended June 28, 2002			Two months ended May 23, 2003			One month ended June 27, 2003			Six months ended June 28, 2002			Five months ended May 23, 2003			One month ended June 27, 2003
Net earnings	$	8,560		$	4,450		$	1,129		$	10,640		$	6,892		$	1,129
Other comprehensive earnings (loss):
Foreign currency translation adjustment	4,930			5,000			(2,638		)	4,504			6,922			(2,638		)
Gain (loss) on derivative instruments, net:
Net changes in fair value of derivatives	(1,629		)	(627		)	(228		)	(1,353		)	(324		)	(228		)
Net gains reclassified from OCI into earnings	1,431			759			136			1,254			423			136
Comprehensive income (loss)	$	13,292		$	9,582		$	(1,601	)	$	15,045		$	13,913		$	(1,601	)

8.  Income Taxes:

The income tax provision for the one month ended June 27, 2003, five months ended May 23, 2003 and the six months ended June 28, 2002 is computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country by country basis.

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9.  Segment Information:

For detailed information regarding the Company’s reportable segments, see Note 14 to the Consolidated Financial Statements of the Company for the year ended December 27, 2002, set forth in the Company’s Annual Report on Form 10-K.

Information about reported segments and a reconciliation of total segment sales to total consolidated sales and of total segment EBITDA to total consolidated earnings before income taxes, for the periods indicated, is as follows:

	Predecessor						Successor			Predecessor						Successor
	Three months ended June 28, 2002			Two months ended May 23, 2003			One month ended June 27, 2003			Six months ended June 28, 2002			Five months ended May 23, 2002			One month ended June 27, 2003
Sales
European Roll Coating	$	33,533		$	24,056		$	15,660		$	65,563		$	60,719		$	15,660
U.S. Fabrication	121,578			75,107			52,238			206,893			161,065			52,238
European Fabrication	17,280			15,797			9,723			33,503			39,913			9,723
Total segment sales	172,391			114,960			77,621			305,959			261,697			77,621
Eliminations	(723		)	(503		)	(427		)	(1,331		)	(1,082		)	(427		)
Consolidated net sales	$	171,668		$	114,457		$	77,194		$	304,628		$	260,615		$	77,194
EBITDA
European Roll Coating	$	4,480		$	3,389		$	1,487		$	8,999		$	9,508		$	1,487
U.S. Fabrication	17,012			7,783			4,398			23,137			11,761			4,398
European Fabrication	2,107			1,643			1,140			4,045			4,489			1,140
Total EBITDA for reportable segments	23,599			12,815			7,025			36,181			25,758			7,025
Expenses that are not segment specific	(566		)	517			(1,920		)	(1,077		)	790			(1,920		)
Depreciation and amortization	(3,025		)	(2,531		)	(1,571		)	(6,449		)	(6,276		)	(1,571		)
Interest expense, net	(5,872		)	(3,678		)	(1,843		)	(11,233		)	(9,126		)	(1,843		)
Consolidated net earnings before income taxes	$	14,136		$	7,123		$	1,691		$	17,422		$	11,146		$	1,691

Segment assets are not included in the above table because such information is not reported by segment in the information reviewed by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and addressing performance.

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The following table reflects revenues from external customers by groups of similar products for the periods indicated:

		Predecessor				Successor		Predecessor				Successor
Customers/Markets	Primary Products	Three months ended June 28, 2002		Two months ended May 23, 2003		One month ended June 27, 2003		Six months ended June 28, 2002		Five months ended May 23, 2003		One month ended June 27, 2003
Original Equipment Manufacturers (“OEMs”)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; RV doors, windows and roofing; and composite building panels	$	70,707	$	47,552	$	29,649	$	135,108	$	120,289	$	29,649
Rural Contractors	Steel and aluminum roofing and siding	33,088		18,892		12,796		56,663		38,980		12,796
Home Centers	Raincarrying systems, roofing accessories, windows, doors and shower enclosures	36,456		25,663		18,941		58,131		51,129		18,941
Manufactured Housing	Steel siding and trim components	6,668		3,526		3,076		11,344		8,031		3,076
Distributors	Metal coils, raincarrying systems and roofing accessories	5,712		5,832		3,747		10,252		12,084		3,747
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories	4,381		3,886		2,822		8,488		9,183		2,822
Home Improvement Contractors	Vinyl replacement windows; metal coils, raincarrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings	14,656		9,106		6,163		24,642		20,919		6,163
		$	171,668	$	114,457	$	77,194	$	304,628	$	260,615	$	77,194

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10. Shareholders’ Equity

Common Stock

In connection with the 2003 Shareholder Transaction, the Company converted 44,346.8 shares of Class B Common Stock into Class A Common Stock.  Additionally, the Company issued 883.75 shares of Class A Common Stock to CVCEP from shares held in treasury as described in Note 11 and issued 9,569.6 shares of restricted Class A Common Stock.

Stock Plans

On June 12, 2003, the Company established an equity compensation program, the Euramax International, Inc. 2003 Equity Compensation Plan (“2003 Equity Plan”), for the purpose of attracting and retaining valued employees. Under the 2003 Equity Plan, the Company has granted restricted shares of Class A Common Stock and granted options to purchase shares of Euramax International Class A Common Stock to selected officers and other key employees. The Company has reserved 35,719.6 shares of Class A Common Stock for issuance under the 2003 Equity Plan.

The 2003 Equity Plan is to be administered by a committee designated by the board of directors. The committee will have full authority to act in selecting the eligible employees to whom awards of options or restricted stock may be granted. The committee will determine the times at which such awards of restricted stock or options may be granted, the terms and conditions of awards that may be granted under the 2003 Equity Plan and the terms of agreements which will be entered into with employees designated to participate in the 2003 Equity Plan. However, in no event may the exercise price of any non-qualified options granted under the 2003 Equity Plan be less than the fair market value of the underlying shares on the date of grant.

The 2003 Equity Plan permits the committee to grant both incentive stock options and non-qualified stock options, with all 25,750 options granted in connection with the 2003 Shareholder Transaction being non-qualified stock options. The committee may determine the number of options granted to each participant, the exercise price of each option, the duration of options (not to exceed 10 years), vesting provisions and all other terms and conditions of such options in individual option agreements. The non-qualified stock option grant agreements in effect on the date hereof provide that each participant will vest in 20% of the shares subject to the option grant on each anniversary of the date of grant, until becoming 100% vested after 5 years. Non-qualified stock option grant agreements under the 2003 Equity Plan provide that upon termination of employment with the Company, the exercise period for vested options will generally be limited, except that vested options will be canceled immediately upon a termination for cause. The non-qualified stock option grant agreements provide for the cancellation of all unvested options upon termination of employment with the Company. Under the 2003 Equity Plan, if any option shares subject to an outstanding option grant are forfeited or if the option grant otherwise terminates without exercise, any of these forfeited or terminated option grant shares may be reissued at the discretion of the committee. In connection with the 2003 Shareholder Transaction the Company issued 25,750 options to purchase shares of Class A Common Stock with an exercise price of $400 per share.

Information with respect to option activity under the 2003 Equity Plan is set forth below:

	Options Outstanding	Weighted Average Exercise Price
Balance, December 27, 2002	—	$	—
Options granted	25,750	400
Options exercised	—	—
Options forfeited	—	—
Options expired	—	—
Balance, June 27, 2003	25,750	$	400

The 2003 Equity Plan also permits the Company to grant participants restricted shares of Class A Common Stock. The committee will determine the number of shares of restricted stock granted to each participant, the period the restricted stock is unvested and subject to forfeiture and all other terms and conditions applicable to such restricted stock in individual restricted stock agreements. The restricted stock agreements in effect on the date hereof provide that the participant will vest in 100% of the restricted shares five years from the date of grant. If an employee voluntarily terminates his or her employment, the employee will forfeit any unvested shares of restricted stock. If employment is terminated for any reason other than voluntary termination, all unvested shares of the restricted stock shall be accelerated as of the date of non-voluntary termination. All shares of restricted stock granted, and all

14

shares acquired upon exercise of options granted, under the 2003 Equity Plan will be subject to the stockholders agreement described in Note 11: Related Party Transactions—Stockholders Agreement. In connection with the 2003 Shareholder Transaction, the Company granted 9,569.6 shares of restricted Class A Common Stock with a fair value of $400 per share.

The 2003 Equity Plan provides that upon a change in control of the Company, all restricted stock awards shall become fully vested, and each unexercised and outstanding option shall become immediately and fully vested and exercisable. All restricted stock awards shall also become fully vested in the event of an initial public offering of the Company’s common stock. Each option that is exercisable immediately prior to the change in control may be canceled in exchange for a payment in cash of an amount equal to the excess of the fair market value of the common stock underlying the option as of the date of the change in control over the exercise price. The committee may also decide that such options be terminated immediately prior to the change in control, provided that the participant fails to exercise the option within a specified period (of at least seven days) following receipt of written notice of the change in control and of the Company’s intention to terminate the option prior to such change in control. Alternatively, the committee may determine that in the event of a change in control, such options shall be assumed by the successor corporation, and shall be substituted with options involving the common stock of the successor corporation with equivalent value and with the terms and conditions of the substituted options being no less favorable that the options granted by the Company.

11.  Related Party Transactions:

2003 Shareholder Transaction (see Note 2)

In connection with the 2003 Shareholder Transaction, the Company sold 883.75 shares of its common stock directly to CVCEP for $353,500. The Company also agreed to pay the out-of-pocket fees and expenses of CVCEP and CVC Europe, which in the aggregate were approximately $3.4 million, and gave certain customary indemnities in favor of CVCEP under the stock purchase agreement. CVCEP is an affiliate of CVC, which owned approximately 34.5% of the Company’s common stock at the time of the 2003 Shareholder Transaction. CVC had subsequently transferred its shares to Court Square Capital Limited (“Court Square”), which, like CVC, is an indirect wholly-owned subsidiary of Citigroup Inc.

Stockholders Agreement

In connection with the 2003 Shareholder Transaction, the Company entered into a stockholders agreement with CVCEP and certain of its affiliates, Court Square, and certain other stockholders consisting of members of the Company’s management and members of CVCEP’s management (“Minority Stockholders”). The stockholders agreement provides that the Company’s Chief Executive Officer will be a member of the Company’s board of directors.

15

CVCEP will initially be entitled to designate three additional members of the Company’s board of directors and Court Square will initially be entitled to designate two additional members of the Company’s board of directors (these designation rights to be adjusted from time to time to reflect certain changes in the common stock ownership of CVCEP and Court Square).

Under the stockholders agreement, certain corporate actions require the written consent of stockholders holding at least 70% of the Company’s outstanding stock held by all stockholders party to the stockholders agreement. Initially, this will require the written consent of both CVCEP and Court Square. These corporate actions include changes to or issuances of the Company’s equity securities, amendments of organizational documents, payment of dividends, or certain merger or recapitalization transactions. In addition, each action of the board of directors will require the approval of at least one director designated by each of CVCEP and Court Square.

The stockholders agreement generally restricts the transfer of shares of the Company’s common stock. Exceptions to this restriction include transfers to affiliates, transfers to the Company, transfers for estate planning purposes and transfers to family members. In each case, so long as any transferee agrees to be bound by the terms of the stockholders agreement. After an initial public offering, additional exceptions to the transfer restrictions will include sales pursuant to certain registration rights of the stockholders.

Registration Rights Agreement

In connection with their entry into the stockholders agreement, CVCEP, Court Square and the Minority Stockholders have entered into an amended and restated registration rights agreement with the Company. Pursuant to this registration rights agreement, upon the written request of CVCEP or Court Square, the Company has agreed (subject to customary exceptions), on up to three occasions for CVCEP and up to two occasions for Court Square, to prepare and file a registration statement with the SEC concerning the distribution of all or part of the shares held by CVCEP or Court Square, as the case may be, and use its best efforts to cause the registration statement to become effective. If the Company is eligible to use a “short form” registration statement on Form S-2, Form S-3 or any similar form, CVCEP and Court Square may each make unlimited requests for registration for their shares of the Company’s common stock. If at any time the Company files a registration statement for its common stock (other than pursuant to a demand registration by CVCEP or Court Square, a registration statement on Form S-8, Form S-4 or any similar form, or in connection with certain other registrations), it will use its best efforts to allow other parties to the registration rights agreement to have their shares of the Company’s common stock (or a portion

16

of their shares under specified circumstances) included in the offering if the registration form proposed to be used may be used to register the shares. Registration expenses of the selling stockholders (other than underwriting fees, brokerage fees and transfer taxes applicable to the shares sold by such stockholders or the fees and expenses of any accountants or other representatives retained by a selling stockholder) will be paid by the Company. The Company has agreed to indemnify the stockholders against certain customary liabilities in connection with any registration.

Advisory Agreement

In connection with the 2003 Shareholder Transaction, the Company entered into an advisory agreement with CVC Management LLC (“CVC Management”), pursuant to which CVC Management may provide financial, advisory and consulting services to the Company. In exchange for these services, CVC Management will be entitled to an annual advisory fee. CVC Management’s annual advisory fee will be the greater of $0.6 million per year or 1% of the Company’s consolidated EBITDA (as defined in the advisory agreement), plus out-of-pocket expenses. Annual advisory fees in excess of $1.0 million are subject to the consent of the Company’s lenders under the credit facility. Pursuant to the advisory agreement, the Company paid CVC Management a $1.0 million transaction fee in connection with services provided in connection with the 2003 Shareholder Transaction. The Company has also agreed to pay CVC Management a transaction fee in connection with the consummation of each acquisition, divestiture or financing, including any refinancing, by the Company or any of its subsidiaries, in an amount equal to 1% of the value of the transaction, plus reasonable out-of-pocket expenses. This advisory agreement has an initial term of ten years following the close of the 2003 Shareholder Transaction, subject to automatic one year extensions thereafter unless terminated by either party upon written notice 90 days prior to the expiration of the initial term or any extension thereof. The advisory agreement automatically terminates on a change of control or an initial public offering of the Company’s common stock. There are no minimum levels of service required to be provided pursuant to the advisory agreement. The advisory agreement includes customary indemnification provisions in favor of CVC Management.

12.  Subsequent Event:

On July 10, 2003, the Company commenced an offer to purchase and solicitation of consents for the outstanding $135.0 million 11.25% senior subordinated notes due 2006 (“the Notes”) subject to the receipt of a consent from the holders of a majority of the principal amount thereof. On August 6, 2003, the Company issued $200.0 million 8.5% senior subordinated notes due 2011 (“the New Notes”). Pursuant to the Advisory Agreement discussed in Note 11, CVC Management will be paid a $2.0 million transaction fee in connection with the issuance of the New Notes. The Company estimates its proceeds from the issuance of the New Notes, net of debt issuance cost, will be $191.5 million. Euramax International, Inc. and Euramax International Holdings, B.V, a newly formed Netherlands holding company, are each co-obligors on the New Notes. Each of Euramax International, Inc's U.S. subsidiaries are guarantors of the New Notes. On August 8, 2003, the Company used the proceeds of the New Notes to purchase approximately $112.9 million of the Notes that had been validly tendered, for approximately $120.4 million, including interest. Following the purchase of the Notes accepted in the tender offer, approximately $22.1 million in aggregate principal amount of the Notes remained outstanding.  The Company currently intends to call any Notes that remain outstanding effective on October 1, 2003, at which time the redemption price will be 101.875% of principal amount plus accrued interest.

17

13.  Supplemental Condensed Combined Financial Statements:

On September 25, 1996, the Notes were issued by Euramax International Limited, Euramax European Holdings Limited and Euramax European Holdings B.V. as co-obligors (the “Co-Obligors”). Euramax International, Inc. has provided a full and unconditional guarantee of the Notes (“Parent Guarantor”). In addition, Amerimax Holdings, Inc., Amerimax Fabricated Products, Inc., Euramax International Holdings Limited and Euramax Continental Limited, holding company subsidiaries of the Company, have provided full and unconditional guarantees of the Notes (collectively, the “Guarantor Subsidiaries”). The following supplemental condensed combining financial statements as of June 27, 2003 and December 27, 2002, and for the two months and five months ended May 22, 2003, one month ended June 27, 2003 and three months and six months ended June 28, 2002, reflect the financial position, results of operations, and cash flows of each of the Parent Guarantor, the Co-Obligors, and such combined information of the Guarantor Subsidiaries and the non-guarantor subsidiaries, principally the operating subsidiaries, (collectively, the “Non-Guarantor Subsidiaries”). The Co-Obligors and Guarantors are wholly owned subsidiaries of Euramax and are each jointly, severally, fully, and unconditionally liable under the Notes. Separate complete financial statements of each Co-Obligor and Guarantor are not presented because management has determined that they are not material to investors.

18

	Predecessor three months ended June 28, 2002
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—		$	—		$	—		$	—		$	—		$	171,668		$	—		$	171,668
Costs and expenses:
Cost of goods sold	—			—			—			—			—			132,859			—			132,859
Selling and general	401			51			—			—			595			15,353			—			16,400
Depreciation and amortization	—			—			—			—			10			3,015			—			3,025
(Loss) earnings from operations	(401		)	(51		)	—			—			(605		)	20,441			—			19,384
Equity in earnings of subsidiaries	9,914			2,821			(1,353		)	2,662			12,021			—			(26,065		)	—
Interest expense, net	(1,655		)	—			(214		)	(51		)	(2,538		)	(1,414		)	—			(5,872		)
Other income (expense), net	—			—			2,056			179			—			(1,611		)	—			624
Earnings before income taxes	7,858			2,770			489			2,790			8,878			17,416			(26,065		)	14,136
(Benefit) provision for income taxes	(702		)	(16		)	553			51			(1,036		)	6,726			—			5,576
Net earnings (loss)	$	8,560		$	2,786		$	(64	)	$	2,739		$	9,914		$	10,690		$	(26,065	)	$	8,560

19

	Predecessor two months ended May 23, 2003
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—		$	—		$	—		$	—		$	—		$	114,457		$	—		$	114,457
Costs and expenses:
Cost of goods sold	—			—			—			—			—			90,854			—			90,854
Selling and general	156			42			—			—			(506		)	10,871			—			10,563
Depreciation and amortization	—			—			—			—			15			2,516			—			2,531
(Loss) earnings from operations	(156		)	(42		)	—			—			491			10,216			—			10,509
Equity in earnings of subsidiaries	5,364			1,989			(390		)	1,639			5,931			—			(14,533		)	—
Interest expense, net	(1,341		)	—			(183		)	(36		)	(1,301		)	(817		)	—			(3,678		)
Other income (expense), net	—			—			1,071			145			—			(924		)	—			292
Earnings before income taxes	3,867			1,947			498			1,748			5,121			8,475			(14,533		)	7,123
(Benefit) provision for income taxes	(583		)	(12		)	269			38			(242		)	3,203			—			2,673
Net earnings	$	4,450		$	1,959		$	229		$	1,710		$	5,363		$	5,272		$	(14,533	)	$	4,450

20

	Successor one month ended June 27, 2003
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—		$	—		$	—		$	—		$	—		$	77,194		$	—		$	77,194
Costs and expenses:
Cost of goods sold	—			—			—			—			—			63,904			—			63,904
Selling and general	463			121			—			—			1,276			6,299			—			8,159
Depreciation and amortization	—			—			—			—			7			1,564			—			1,571
(Loss) earnings from operations	(463		)	(121		)	—			—			(1,283		)	5,427			—			3,560
Equity in earnings of subsidiaries	2,190			763			(194		)	809			2,941			—			(6,509		)	—
Interest expense, net	(812		)	—			(24		)	(16		)	(459		)	(532		)	—			(1,843		)
Other income (expense), net	—			—			196			(58		)	—			(164		)	—			(26		)
Earnings (loss) before income taxes	915			642			(22		)	735			1,199			4,731			(6,509		)	1,691
(Benefit) provision for income taxes	(214		)	(36		)	48			(25		)	(991		)	1,780			—			562
Net earnings (loss)	$	1,129		$	678		$	(70	)	$	760		$	2,190		$	2,951		$	(6,509	)	$	1,129

21

	Predecessor six months ended June 28, 2002
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—		$	—		$	—		$	—		$	—		$	304,628		$	—		$	304,628
Costs and expenses:
Cost of goods sold	—			—			—			—			—			239,117			—			239,117
Selling and general	678			109			—			—			552			29,610			—			30,949
Depreciation and amortization	—			—			—			—			19			6,430			—			6,449
(Loss) earnings from operations	(678		)	(109		)	—			—			(571		)	29,471			—			28,113
Equity in earnings of subsidiaries	13,035			5,081			(524		)	4,521			16,844			—			(38,957		)	—
Interest expense, net	(3,085		)	—			(323		)	(102		)	(5,111		)	(2,612		)	—			(11,233		)
Other income (expense), net	—			—			1,576			160			—			(1,194		)	—			542
Earnings before income taxes	9,272			4,972			729			4,579			11,162			25,665			(38,957		)	17,422
(Benefit) provision for income taxes	(1,368		)	(33		)	376			33			(1,873		)	9,647			—			6,782
Net earnings	$	10,640		$	5,005		$	353		$	4,546		$	13,035		$	16,018		$	(38,957	)	$	10,640

22

	Predecessor five months ended May 23, 2003
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net sales	$	—		$	—		$	—		$	—		$	—		$	260,615		$	—		$	260,615
Costs and expenses:
Cost of goods sold	—			—			—			—			—			208,420			—			208,420
Selling and general	393			105			—			—			(988		)	26,643			—			26,153
Depreciation and amortization	—			—			—			—			36			6,240			—			6,276
(Loss) earnings from operations	(393		)	(105		)	—			—			952			19,312			—			19,766
Equity in earnings of subsidiaries	8,980			5,810			925			4,560			10,980			—			(31,255		)	—
Interest expense, net	(2,865		)	—			(351		)	(91		)	(3,648		)	(2,171		)	—			(9,126		)
Other income (expense), net	—			—			529			192			—			(215		)	—			506
Earnings before income taxes	5,722			5,705			1,103			4,661			8,284			16,926			(31,255		)	11,146
(Benefit) provision for income taxes	(1,170		)	(31		)	56			35			(696		)	6,060			—			4,254
Net earnings	$	6,892		$	5,736		$	1,047		$	4,626		$	8,980		$	10,866		$	(31,255	)	$	6,892

23

	Predecessor as of December 27, 2002
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
ASSETS
Current assets:
Cash and equivalents	$	—		$	—		$	1		$	1		$	181		$	11,463		$	—		$	11,646
Accounts receivable, net	—			14			—			—			121			88,373			—			88,508
Inventories	—			—			—			—			—			78,480			—			78,480
Other current assets	508			—			—			—			308			4,265			—			5,081
Total current assets	508			14			1			1			610			182,581			—			183,715
Property, plant and equipment, net	—			—			—			—			179			111,858			—			112,037
Amounts due from affiliates	102,124			77,552			55,022			—			150,838			70,425			(455,961		)	—
Goodwill, net	—			—			—			—			7,799			103,000			—			110,799
Investment in consolidated subsidiaries	153,844			34,800			(20,675		)	41,906			213,277			—			(423,152		)	—
Deferred income taxes	—			—			1,040			—			60			3,875			—			4,975
Other assets	—			1,260			350			379			1,357			1,568			—			4,914
	$	256,476		$	113,626		$	35,738		$	42,286		$	374,120		$	473,307		$	(879,113	)	$	416,440
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Cash overdrafts	$	—		$	—		$	—		$	—		$	(181	)	$	2,061		$	—		$	1,880
Accounts payable	—			—			—			—			159			56,945			—			57,104
Accrued expenses and other current liabilities	(1,222		)	250			(158		)	(7,230		)	(4,623		)	47,234			—			34,251
Total current liabilities	(1,222		)	250			(158		)	(7,230		)	(4,645		)	106,240			—			93,235
Long-term debt, less current maturities	37,216			70,605			27,179			—			31,700			30,272			—			196,972
Amounts due to affiliates	133,239			14,826			22,117			3,548			189,197			93,034			(455,961		)	—
Deferred income taxes	614			—			—			—			798			18,009			—			19,421
Other liabilities	—			—			—			—			3,229			17,364			—			20,593
Total liabilities	169,847			85,681			49,138			(3,682		)	220,279			264,919			(455,961		)	330,221
Shareholders’equity:
Common stock	500			2			78			23			35,001			6,835			(41,939		)	500
Additional paid-in capital	65,218			20,726			6,922			9,077			78,485			369,643			(496,851		)	53,220
Treasury stock	(2,056		)	—			—			—			—			—			—			(2,056		)
Retained earnings (deficit)	27,652			15,384			(12,501		)	36,367			45,225			(149,823		)	82,135			44,439
Dividends declared	—			—			—			—			—			(10,415		)	10,415			—
Accumulated other comprehensive loss	(4,685		)	(8,167		)	(7,899		)	501			(4,870		)	(7,852		)	23,088			(9,884		)
Total shareholders’ equity	86,629			27,945			(13,400		)	45,968			153,841			208,388			(423,152		)	86,219
	$	256,476		$	113,626		$	35,738		$	42,286		$	374,120		$	473,307		$	(879,113	)	$	416,440

24

	Successor as of June 27, 2003
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)		Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals
ASSETS
Current assets:
Cash and equivalents	$	—		$	—	$	1		$	1		$	273		$	10,643	$	—		$	10,918
Accounts receivable, net	—			41		—			—			(1		)	120,285		—			120,325
Inventories	—			—		—			—			—			90,374		—			90,374
Other current assets	1,191			—		—			—			1,225			6,022		—			8,438
Total current assets	1,191			41		1			1			1,497			227,324		—			230,055
Property, plant and equipment, net	—			—		—			—			205			129,377		—			129,582
Amounts due from affiliates	108,691			79,726		58,781			—			160,985			67,776		(475,959		)	—
Goodwill, net	—			—		—			—			7,799			152,607		—			160,406
Investment in consolidated subsidiaries	221,295			68,268		(14,560		)	67,841			283,255			—		(626,099		)	—
Deferred income taxes	—			—		1,069			—			60			3,702		—			4,831
Other assets	—			489		141			162			1,151			3,797		—			5,740
	$	331,177		$	148,524	$	45,432		$	68,004		$	454,952		$	584,583	$	(1,102,058	)	$	530,614
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Cash overdrafts	$	—		$	—	$	—		$	—		$	(891	)	$	2,378	$	—		$	1,487
Accounts payable	—			—		—			—			319			73,792		—			74,111
Accrued expenses and other current liabilities	1,281			186		(55		)	(7,907		)	(1,697		)	55,231		—			47,039
Total current liabilities	1,281			186		(55		)	(7,907		)	(2,269		)	131,401		—			122,637
Long-term debt, less current maturities	37,778			71,672		27,589			—			47,000			23,981		—			208,020
Amounts due to affiliates	142,692			15,412		24,717			3,603			184,621			104,914		(475,959		)	—
Deferred income taxes	712			—		—			—			976			21,872		—			23,560
Other liabilities	—			—		4			—			3,329			24,398		—			27,731
Total liabilities	182,463			87,270		52,255			(4,304		)	233,657			306,566		(475,959		)	381,948
Shareholders’equity:
Common stock	500			2		78			23			35,001			6,835		(41,939		)	500
Additional paid-in capital	155,866			57,470		(5,815		)	67,083			177,181			265,207		(561,497		)	155,495
Treasury stock	(1,964		)	—		—			—			—			—		—			(1,964		)
Restricted stock	(3,764		)	—		—			—			—			—		—			(3,764		)
Retained earnings (deficit)	1,129			678		(70		)	760			2,190			2,951		(6,509		)	1,129
Accumulated other comprehensive loss	(3,053		)	3,104		(1,016		)	4,442			6,923			3,024		(16,154		)	(2,730		)
Total shareholders’ equity	148,714			61,254		(6,823		)	72,308			221,295			278,017		(626,099		)	148,666
	$	331,177		$	148,524	$	45,432		$	68,004		$	454,952		$	584,583	$	(1,102,058	)	$	530,614

25

	Predecessor six months ended June 28, 2002
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals
Net cash (used in) provided by operating activities	$	(3,641	)	$	15		$	(221	)	$	(61	)	$	27,595		$	8,289		$	(31,427	)	$	549
Cash flows from investing activities:
Proceeds from sales of assets	—			—			—			—			—			24			—			24
Capital expenditures	—			—			—			—			(96		)	(2,470		)	—			(2,566		)
Net cash used in investing activities	—			—			—			—			(96		)	(2,446		)	—			(2,542		)
Cash flows from financing activities:
Net borrowings (repayments) on revolving credit facility	—			—			—			—			41,500			(1,496		)	—			40,004
Repayment of long-term debt	—			—			—			—			(33,910		)	(5,041		)	—			(38,951		)
Dividends paid	—			—			—			—			—			(31,427		)	31,427			—
Change in cash overdrafts	—			—			—			—			(1,169		)	2,398			—			1,229
Proceeds from settlement of currency swap	—			—			—			—			—			2,790			—			2,790
Deferred financing fees	—			—			—			—			(909		)	(586		)	—			(1,495		)
Due to/from affiliates	3,641			(15		)	117			(164		)	(33,168		)	29,589			—			—
Net cash provided by/(used in) financing activities	3,641			(15		)	117			(164		)	(27,656		)	(3,773		)	31,427			3,577
Effect of exchange rate changes on cash	—			—			104			160			159			1,458			—			1,881
Net (decrease) increase in cash and equivalents	—			—			—			(65		)	2			3,528			—			3,465
Cash and equivalents at beginning of period	—			—			—			94			11			5,792			—			5,897
Cash and equivalents at end of period	$	—		$	—		$	—		$	29		$	13		$	9,320		$	—		$	9,362

26

	Predecessor five months ended May 23, 2003
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Totals
Net cash (used in)/provided by operating activities	$	(3,596	)	$	(703	)	$	(629	)	$	(49	)	$	1,783		$	(8,851	)	$	—	$	(12,045	)
Cash flows from investing activities:
Proceeds from sales of assets	—			—			—			—			—			35			—		35
Capital expenditures	—			—			—			—			(47		)	(4,897		)	—		(4,944		)
Net cash used in investing activities	—			—			—			—			(47		)	(4,862		)	—		(4,909		)
Cash flows from financing activities:
Net borrowings on revolving credit facility	—			—			—			—			16,800			1,464			—		18,264
Change in cash overdrafts	—			—			—			—			(215		)	2,818			—		2,603
Purchase of treasury stock	(2,556		)	—			—			—			—			—			—		(2,556		)
Deferred financing fees	—			—			—			—			(71		)	(45		)	—		(116		)
Due to/from affiliates	6,152			703			649			(140		)	(18,190		)	10,826			—		—
Net cash provided by/(used in) financing activities	3,596			703			649			(140		)	(1,676		)	15,063			—		18,195
Effect of exchange rate changes on cash	—			—			(20		)	189			—			609			—		778
Net increase in cash and equivalents	—			—			—			—			60			1,959			—		2,019
Cash and equivalents at beginning of period	—			—			1			1			181			11,463			—		11,646
Cash and equivalents at end of period	$	—		$	—		$	1		$	1		$	241		$	13,422		$	—	$	13,665

27

	Successor one month ended June 27, 2003
	Euramax International, Inc. (Parent Guarantor)			Euramax International Limited (Co-Obligor)			Euramax European Holdings Limited (Co-Obligor)			Euramax European Holdings B.V. (Co-Obligor)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Totals
Net cash (used in)/provided by operating activities	$	(920	)	$	609		$	311		$	(11	)	$	(1,265	)	$	13,200		$	—	$	11,924
Cash flows from investing activities:
Proceeds from sales of assets	—			—			—			—			—			44			—		44
Capital expenditures	—			—			—			—			(22		)	(767		)	—		(789		)
Net cash used in investing activities	—			—			—			—			(22		)	(723		)	—		(745		)
Cash flows from financing activities:
Net borrowings on revolving credit facility	—			—			—			—			(1,500		)	(9,653		)	—		(11,153		)
Change in cash overdrafts	—			—			—			—			(495		)	(2,500		)	—		(2,995		)
Issuance of common stock from shares held in treasury	353			—			—			—			—			—			—		353
Purchase of treasury stock	(80		)	—			—			—			—			—			—		(80		)
Deferred financing fees	—			—			—			—			(148		)	(94		)	—		(242		)
Due to/from affiliates	647			(609		)	(313		)	69			3,462			(3,256		)	—		—
Net cash provided by/(used in) financing activities	920			(609		)	(313		)	69			1,319			(15,503		)	—		(14,117		)
Effect of exchange rate changes on cash	—			—			2			(58		)	—			247			—		191
Net increase (decrease) in cash and equivalents	—			—			—			—			32			(2,779		)	—		(2,747		)
Cash and equivalents at beginning of period	—			—			1			1			241			13,422			—		13,665
Cash and equivalents at end of period	$	—		$	—		$	1		$	1		$	273		$	10,643		$	—	$	10,918

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements included elsewhere in this document, as well as the year-end Consolidated Financial Statements and Management’s Discussion and Analysis included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2002.

The Company is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products, with facilities located in all major regions of the United States ("U.S."), as well as in the United Kingdom (“U.K.”), The Netherlands and France. The Company's manufacturing and distribution network consists of 38 strategically located facilities, of which 32 are located in the U.S. and 6 are located in Europe. The Company sells its products principally to two markets, the building and construction market and the transportation market. The Company's core products include specialty coated coils, aluminum recreational vehicle (“RV”) sidewalls, RV doors, farm and agricultural panels, roofing accessories, metal and vinyl raincarrying systems, soffit and fascia systems, and vinyl replacement windows. The Company’s customers include original equipment manufacturers (“OEMs”) such as RV, commercial panel and transportation industry manufacturers; rural contractors; home centers; manufactured housing producers; distributors; industrial and architectural contractors; and home improvement contractors.

The Company's Condensed Consolidated Statements of Earnings and Condensed Consolidated Statements of Cash Flows present the results of the Company for the six months ended June 28, 2002, five months ended May 23, 2003 and one month ended June 27, 2003.  2003 results are presented divided into the predecessor period and successor period as a result of the 2003 Shareholder Transaction described in Note 2 to the Condensed Consolidated Financial Statements.  The discussion of the results of operations below combines the predecessor two months ended May 23, 2003 and the successor one month ended June 27, 2003 for comparison to the predecessor three months ended June 28, 2002, and combines the predecessor five months ended May 23, 2003 and the successor one month ended June 27, 2003 for comparison to the predecessor six months ended June 28, 2002.

The Company achieved record net sales in the three months and six months ended June 27, 2003.  In connection with the 2003 Shareholder Transaction (see Note 2 to the Condensed Consolidated Financial Statements) and subsequent issuance of senior subordinated notes (see Note 12 to the Condensed Consolidated Financial Statements), accounting principles generally accepted in the U.S. required that the purchase price paid in excess of the book value of the Company's equity acquired be allocated to the assets and liabilities of the Company based upon estimates of their fair values.  This application of purchase accounting resulted in increasing the value of inventory at the time of the 2003 Shareholder Transaction by $4.0 million.  This inventory was sold in June 2003 and accordingly $4.0 million was recorded as cost of goods sold.  This amount does not reflect costs incurred or amounts paid by the Company to prepare inventory for sale and accordingly had no affect on the cash flows from operations of the Company.

Results of Operations

Quarter Ended June 27, 2003 as Compared to Quarter Ended June 28, 2002

The following table sets forth the Company’s Statements of Earnings Data expressed as a percentage of net sales:

	Quarters ended
	June 27, 2003(1)		June 28, 2002
Statements of Earnings Data:
Net sales	100.0	%	100.0	%
Costs and expenses:
Cost of goods sold	80.7		77.4
Selling and general	9.8		9.6
Depreciation and amortization	2.1		1.8
Earnings from operations	7.4		11.2
Interest expense, net	(2.9	)	(3.4	)
Other income, net	0.1		0.4
Earnings before income taxes	4.6		8.2
Provision for income taxes	1.7		3.2
Net earnings	2.9	%	5.0	%

29

	Net Sales Quarters ended						Earnings from Operations Quarters ended
In thousands	June 27, 2003		June 28, 2002		Increase/ (decrease)		June 27, 2003(1)		June 28, 2002		Increase/ (decrease)
United States	$	127,345	$	121,578	4.7	%	$	9,029	$	14,232	(36.6	)%
Europe	64,306		50,090		28.4	%	5,040		5,152		(2.2	)%
Totals	$	191,651	$	171,668	11.6	%	$	14,069	$	19,384	(27.4	)%

(1) In connection with the 2003 Shareholder Transaction (see Note 2 to the Condensed Consolidated Financial Statements) and subsequent issuance of senior subordinated notes (see Note 12 to the Condensed Consolidated Financial Statements), accounting principles generally accepted in the U.S. required that the purchase price paid in excess of the book value of the Company's equity acquired be allocated to the assets and liabilities of the Company based upon estimates of their fair values.  This application of purchase accounting resulted in increasing the value of inventory at the time of the 2003 Shareholder Transaction by $4.0 million.  This inventory was sold in June 2003 and accordingly $4.0 million was recorded as cost of goods sold.  This amount does not reflect costs incurred or amounts paid by the Company to prepare inventory for sale and accordingly had no affect on the cash flows from operations of the Company for the six months ended June 27, 2003.

Net Sales. For the quarter ended June 27, 2003, net sales were $191.7 million compared to $171.7 million for the quarter ended June 28, 2002, an increase of $20.0 million or 11.6%. Net sales in the U.S. increased 4.7% to $127.3 million for the quarter ended June 27, 2003, from $121.6 million for the quarter ended June 28, 2002. This increase in net sales in the U.S. primarily resulted from higher sales to home centers, distributors, industrial and architectural contractors, rural contractors and home improvement contractors, partially offset by lower sales to RV manufacturers. For the quarter ended June 27, 2003, compared to the quarter ended June 28, 2002, sales of rain-carrying products to home centers, distributors and home improvement contractors increased $4.5 million; sales of fabricated metal roofing and siding to industrial and architectural contractors, home centers and rural contractors increased $3.1 million; and sales of lattice/awning products to home improvement contractors increased $0.9 million. Partially offsetting these increases was a decrease in sales to RV manufacturers of $2.9 million.

Net sales in Europe increased 28.4% to $64.3 million for the quarter ended June 27, 2003, from $50.1 million for the quarter ended June 28, 2002. Approximately $10.0 million of this increase was due to the strengthening of the British Pound and Euro against the U.S. Dollar.  The balance of the increase in net sales in Europe primarily resulted from higher sales to the European transportation industry, European RV manufacturers and U.K. home centers. These increases were partially offset by lower sales of painted aluminum and steel coil to OEMs (excluding RV manufacturers). For the quarter ended June 27, 2003, compared to the quarter ended June 28, 2002, excluding currency impact, sales from France to the European transportation industry increased $2.6 million; sales of painted aluminum coil and doors and windows to European RV manufacturers increased $1.0 million; sales of residential doors to home centers in the U.K. increased $1.1 million; and sales of bath enclosures and shower doors to customers in the U.K. increased $0.5 million. Partially offsetting these increases was a decrease in sales of painted aluminum and steel coil to OEMs (excluding RV manufacturers) of $0.5 million.

Cost of goods sold. Cost of goods sold, as a percentage of net sales, increased to 80.7% for the quarter ended June 27, 2003, from 77.4% for the quarter ended June 28, 2002. This increase is primarily attributable to the $4.0 million write-up in inventories resulting from the application of the purchase method of accounting associated with the 2003 Shareholder Transaction (see Note 2 to the Condensed Consolidated Financial Statements). The $4.0 million write-up was recognized in cost of goods sold in June 2003. The remaining increase is largely attributable to higher aluminum and steel costs, partially offset by higher aluminum and steel selling prices, in addition to higher labor and utility

30

costs. Higher labor costs resulted primarily from new product and product expansion initiatives undertaken over the past twelve months.

Selling and general. Selling and general expenses were $18.7 million in the quarter ended June 27, 2003, compared to $16.4 million in the quarter ended June 28, 2002. This increase largely resulted from higher compensation expense due to bonus payments of $1.4 million associated with the 2003 Shareholder Transaction (see Note 2 to the Condensed Consolidated Financial Statements), together with  higher net sales in the quarter ended June 27, 2003, compared to the quarter ended June 28, 2002.

Depreciation and amortization. Depreciation and amortization was $4.1 million for the quarter ended June 27, 2003, compared to $3.0 million for the quarter ended June 28, 2002. This increase primarily resulted from a stronger Euro and British Pound compared to the U.S. Dollar in 2003, in addition to depreciation on capital expenditures that occurred in the last six months of 2002 and the first six months of 2003 and on the increase in basis that resulted from the 2003 Shareholder Transaction.

Earnings from operations. Earnings from operations of  $14.1 million for the quarter ended June 27, 2003 reflect $4.0 million charged to expense resulting from the application of purchase accounting.  Earnings from operations declined for the reasons stated above and also due to advisory fees of approximately $0.4 million payable to CVC Management LLC (see Note 11 to the Condensed Consolidated Financial Statements).

Earnings from operations in the U.S. decreased to $9.0 million for the quarter ended June 27, 2003, from $14.2 million for the quarter ended June 28, 2002. U.S. earnings from operations in the second quarter of 2003 were reduced by $2.7 million of the $4.0 million write-up in inventories, in addition to $0.9 million of the $1.4 million of additional compensation expense. The remaining decline in U.S. earnings from operations compared to prior year was largely attributable to the decline in sales to U.S. RV manufacturers, along with higher labor, freight and utility costs.

Earnings from operations in Europe decreased to $5.0 million for the quarter ended June 27, 2003, from $5.2 million for the quarter ended June 28, 2002. European earnings from operations in the second quarter of 2003 were reduced by $1.3 million of the $4.0 million write-up in inventories, in addition to $0.5 million of the $1.4 million of additional compensation expense. Substantially offsetting the negative impact of these items on earnings from operations in Europe were higher sales from the European Fabrication segment, improved margins on sales from the European Roll Coating segment and the strengthening of the Euro and British Pound against the U.S. Dollar. The strengthening of the Euro and British Pound against the U.S. Dollar increased European earnings from operations by $1.0 million in the quarter ended June 27, 2003, compared to the quarter ended June 28, 2002.

Interest expense, net. Net interest expense was $5.5 million for the quarter ended June 27, 2003, compared to $5.9 million for the quarter ended June 28, 2002. The decline in net interest expense is a result of lower outstanding indebtedness and lower interest rates in the quarter ended June 27, 2003, compared to the quarter ended June 28, 2002.

Other income, net. Other income decreased to $0.3 million for the quarter ended June 27, 2003, from $0.6 million for the quarter ended June 28, 2002. This decrease resulted from lower foreign exchange gains on unhedged assets or liabilities recognized in the quarter ended June 27, 2003, compared to the quarter ended June 28, 2002.

31

Provision for income taxes. The income tax provision for the period is based on the effective tax rate expected to be applicable for the full year. The effective rate for the provision for income taxes decreased to 36.7% from 39.4% for the quarters ended June 27, 2003 and June 28, 2002, respectively. The decrease in the effective tax rate is primarily due to a greater proportion of earnings in 2003 in Europe, where the Company has a lower effective tax rate.

Six Months Ended June 27, 2003 as Compared to Six Months Ended June 28, 2002

The following table sets forth the Company’s Statements of Earnings Data expressed as a percentage of net sales:

	Six months ended
	June 27, 2003(1)		June 28, 2002
Statements of Earnings Data:
Net sales	100.0	%	100.0	%
Costs and expenses:
Cost of goods sold	80.6		78.5
Selling and general	10.2		10.2
Depreciation and amortization	2.3		2.1
Earnings from operations	6.9		9.2
Interest expense, net	(3.2	)	(3.7	)
Other income, net	0.1		0.2
Earnings before income taxes	3.8		5.7
Provision for income taxes	1.4		2.2
Net earnings	2.4	%	3.5	%

	Net Sales Six months ended						Earnings from Operations Six months ended
In thousands	June 27, 2003		June 28, 2002		Increase/ (decrease)		June 27, 2003(1)		June 28, 2002		Increase/ (decrease)
United States	$	213,287	$	206,893	3.1	%	$	11,070	$	18,159	(39.0	)%
Europe	124,522		97,735		27.4	%	12,256		9,954		23.1	%
Totals	$	337,809	$	304,628	10.9	%	$	23,326	$	28,113	(17.0	)%

(1) In connection with the 2003 Shareholder Transaction (see Note 2 to the Condensed Consolidated Financial Statements) and subsequent issuance of senior subordinated notes (see Note 12 to the Condensed Consolidated Financial Statements), accounting principles generally accepted in the U.S.  required that the purchase price paid in excess of the book value of the equity acquired be allocated to the assets and liabilities of the Company based upon their fair values. This application of purchase accounting resulted in increasing the value of inventory at the time of the 2003 Shareholder Transaction by $4.0 million.  This inventory was sold in June 2003 and accordingly $4.0 million was recorded as cost of goods sold.  This amount does not reflect costs incurred or amounts paid by the Company to prepare inventory for sale and accordingly had no affect on the cash flows from operations of the Company.

Net Sales. For the six months ended June 27, 2003, net sales were $337.8 million compared to $304.6 million for the six months ended June 28, 2002, an increase of $33.2 million or 10.9%. Net sales in the U.S. increased 3.1% to $213.3 million for the six months ended June 27, 2003, from $206.9 million for the six months ended June 28, 2002. This increase in net sales in the U.S. primarily resulted from higher sales to home centers, distributors, industrial and architectural contractors and home improvement contractors, partially offset by lower sales to RV manufacturers and rural contractors. For the six months ended June 27, 2003, compared to the six months ended June 28, 2002, sales of rain-carrying products to home centers, distributors and home improvement contractors increased $5.5 million; sales of fabricated metal roofing and siding to industrial and architectural contractors and home centers increased $2.8 million; sales of vinyl windows and lattice/awning products to home improvement contractors increased $2.5 million.

32

Partially offsetting these increases were decreases in sales to RV manufacturers of $3.2 million and to rural contractors of $2.1 million.

Net sales in Europe increased 27.4% to $124.5 million for the six months ended June 27, 2003, from $97.7 million for the six months ended June 28, 2002. Approximately $19.3 million of this increase was due to the strengthening of the British Pound and the Euro against the U.S. Dollar.  The balance of the increase in net sales in Europe primarily resulted from higher sales to the European transportation industry, European RV manufacturers and U.K. home centers. These increases were partially offset by lower sales of painted aluminum and steel coil to OEMs (excluding RV manufacturers). For the six months ended June 27, 2003, compared to the six months ended June 28, 2002, excluding currency impact, sales from France to the European transportation industry increased $5.0 million; sales of painted aluminum coil and doors and windows to European RV manufacturers increased $2.2 million; sales of residential doors to home centers in the U.K. increased $2.3 million; and sales of bath enclosures and shower doors to customers in the U.K. increased $1.1 million. Partially offsetting these increases was a decrease in sales of painted aluminum and steel coil to OEMs (excluding RV manufacturers) of $2.4 million.

Cost of goods sold. Cost of goods sold, as a percentage of net sales, increased to 80.6% for the six months ended June 27, 2003, from 78.5% for the six months ended June 28, 2002. This increase is primarily attributable to the $4.0 million write-up in inventories resulting from the application of the purchase method of accounting associated with the 2003 Shareholder Transaction (see Note 2 to the Condensed Consolidated Financial Statements). The $4.0 million write-up was recognized in cost of goods sold in June 2003. The remaining increase is largely attributable to higher steel costs, partially offset by higher steel selling prices, in addition to higher labor, freight and utility costs. Higher labor costs resulted primarily from new product and product expansion initiatives undertaken over the past twelve months.

Selling and general. Selling and general expenses were $34.3 million in the six months ended June 27, 2003, compared to $30.9 million in the six months ended June 28, 2002. This increase largely resulted from higher compensation expense due to bonus payments of $1.4 million associated with the 2003 Shareholder Transaction (see Note 2 to the Condensed Consolidated Financial Statements), together with higher net sales in the six months ended June 27, 2003, compared to the six months ended June 28, 2002.

Depreciation and amortization. Depreciation and amortization was $7.8 million for the six months ended June 27, 2003, compared to $6.4 million for the six months ended June 28, 2002. This increase primarily resulted from a stronger Euro and British Pound compared to the U.S. Dollar in 2003, in addition to depreciation on capital expenditures that occurred in the last six months of 2002 and the first six months of 2003 and on the increase in basis that resulted from the 2003 Shareholder Transaction.

Earnings from operations. Earnings from operations of $23.3 million for the six months ended June 27, 2003 reflect $4.0 million  charged to expense resulting from the application of purchase accounting.

33

Earnings from operations declined for the reasons stated above and also due to advisory fees of approximately $0.4 million payable to CVC Management LLC (see Note 11 to the Condensed Consolidated Financial Statements).

Earnings from operations in the U.S. decreased to $11.1 million for the six months ended June 27, 2003, from $18.2 million for the six months ended June 28, 2002. U.S. earnings from operations in 2003 were reduced by $2.7 million of the $4.0 million write-up in inventories, in addition to $0.9 million of the $1.4 million additional compensation expense. The remaining decline in U.S. earnings from operations compared to prior year was largely attributable to the decline in sales to U.S. RV manufacturers and rural contractors, along with higher labor, freight and utility costs.

Earnings from operations in Europe increased to $12.3 million for the six months ended June 27, 2003, from $10.0 million for the six months ended June 28, 2002. European earnings from operations in 2003 were reduced by $1.3 million of the $4.0 million write-up in inventories, in addition to $0.5 million of the $1.4 million additional compensation expense. The increase in earnings from operations in Europe is largely attributable to higher sales from the European Fabrication segment, higher sales from the European Roll Coating to RV manufacturers, improved margins on sales from the European Roll Coating segment and the strengthening of the Euro and British Pound against the U.S. Dollar. The strengthening of the Euro and British Pound against the U.S. Dollar increased European earnings from operations by $2.3 million in the six months ended June 27, 2003, compared to the six months ended June 28, 2002.

Interest expense, net. Net interest expense was $11.0 million for the six months ended June 27, 2003, compared to $11.2 million for the six months ended June 28, 2002. The decline in net interest expense as a result of lower outstanding indebtedness was substantially offset by an increase in interest expense recognized on the Company’s derivatives.

Other income, net. Other income remained unchanged at $0.5 million for the six months ended June 27, 2003, compared to the six months ended June 28, 2002.

Provision for income taxes. The income tax provision for the period is based on the effective tax rate expected to be applicable for the full year. The effective rate for the provision for income taxes decreased to 37.5% from 38.9% for the six months ended June 27, 2003 and June 28, 2002, respectively. The decrease in the effective tax rate is primarily due to a greater proportion of earnings in 2003 in Europe, where the Company has a lower effective tax rate.

Liquidity and Capital Resources

Liquidity. The Company’s primary liquidity needs arise from debt service incurred in connection with acquisitions and the funding of capital expenditures. The Company’s liquidity sources at June 27, 2003 include $10.9 million in cash and cash equivalents and an undrawn amount of $39.0 million under its revolving credit facility, subject to borrowing base limitations. At June 27, 2003, the entire $39.0 million of the undrawn amount was available.

As discussed in Note 12 to the Condensed Consolidated Financial Statements, on July 10, 2003, the Company commenced an offer to purchase and solicitation of consents for the Company’s outstanding $135.0 million 11.25% senior subordinated notes due 2006 (“the Notes”) subject to the receipt of a consent from the holders of a majority of the principal amount thereof. On August 8, 2003, the Company purchased approximately $112.9 million of the Notes that had been validly tendered, for

34

approximately $120.4 million, including interest. Following the purchase of the Notes accepted in the tender offer, approximately $22.1 million in aggregate principal amount of the Notes remained outstanding. The Company currently intends to call any Notes that remain outstanding effective on October 1, 2003, at which time the redemption price will be 101.875% of principal amount plus accrued interest. The Company financed the purchase of the Notes through the issuance on August 6, 2003 of $200.0 million 8.5% senior subordinated notes due 2011 (the "New Notes"). The remaining proceeds from the issuance of the $200.0 million of New Notes was used to cover fees and expenses from the issuance of the New Notes and to repay a portion of the existing indebtedness under the revolving credit facility. Immediately following the issuance of the New Notes, purchase of the Notes accepted in the tender offer and repayment of a portion of the existing indebtedness under the revolving credit facility, the Company had approximately $103.0 million of borrowing availability under its revolving credit facility, $22.6 million of which is expected to be used to redeem any Notes that remain outstanding on October 1, 2003. The Company may potentially amend its credit agreement to establish a term loan of up to $45.0 million, a portion of which would be used to fund a potential acquisition for which the Company has been in discussions, from time to time. The Company can give no assurance that this potential acquisition or the establishment of a term loan under its credit agreement will occur. In addition, in the future, the Company may pay a dividend to its shareholders or repurchase some of its outstanding common stock, subject to restrictions that may be contained in agreements governing its existing or future indebtedness. Under the terms of the indenture governing the New Notes, any such dividend or stock repurchase could be up to $70.0 million, subject to compliance with a cash flow ratio test.

The Company’s leveraged financial position requires that a substantial portion of the Company’s cash flow from operations be used to pay interest on the Notes and the New Notes, principal and interest under the Company’s credit agreement and other indebtedness. Significant increases in the floating interest rates on the Company’s revolving credit facility would result in increased debt service requirements, which may reduce the funds available for capital expenditures and other operational needs. In addition, the Company’s leveraged position may impede its ability to obtain financing in the future for working capital, capital expenditures and general corporate purposes. Further, the Company’s leveraged position may make it more vulnerable to economic downturns, may limit its ability to withstand competitive pressures, and may limit its ability to comply with restrictive financial covenants required under its credit agreement.

The Company’s primary source of liquidity is funds generated from operations, which are supplemented by borrowings under the credit agreement. Net cash (used in) provided by operating activities for the six months ended June 27, 2003 and June 28, 2002, were $(0.1) million and $0.5 million, respectively. The decrease primarily resulted from a larger increase in trade accounts receivable in the first six months of 2003, than in the first six months of 2002, partially offset by a larger increase in income taxes payable in the first six months of 2003, than in the first six months of 2002. The larger increase in trade accounts receivable is due to higher sales volume in the first six months of 2003.

Net cash used in investing activities increased to $5.7 million for the six months ended June 27, 2003, from $2.5 million for the six months ended June 28, 2002. This increase is the result of higher capital expenditures in the six months ended June 27, 2003, compared to the six months ended June 28, 2002.

Net cash provided by financing activities increased to $4.1 million for the six months ended June 27, 2003, from $3.6 million for the six months ended June 28, 2002. Cash provided by financing activities typically comes from borrowings on the credit agreement. Borrowings on the credit agreement were $7.1 million in the six months ended June 27, 2003, compared to $1.1 million in the six months ended June 28, 2002. During the six months ended June 27, 2003, the Company repurchased common stock in the amount of $2.6 million and issued common stock from held treasury shares in the amount of $0.4 million.

The above-noted sources are expected to provide the liquidity required, if necessary, to supplement cash from operations, although no assurance to that effect can be given.

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Capital Expenditures. The Company’s capital expenditures were $5.7 million and $2.6 million for the six months ended June 27, 2003 and June 28, 2002, respectively. Capital expenditures in 2003 include approximately $0.6 million for improvements to the paintlines in Helena, Arkansas; Corby, England; and Roermond, The Netherlands; and approximately $3.4 million for several projects related to business expansion. Capital expenditures in 2002 included approximately $0.3 million for improvements to the paintlines in Helena, Arkansas; Corby, England; and Roermond, The Netherlands; and approximately $0.4 million for several projects related to business expansion. The balance of capital expenditures in both periods related to purchases and upgrades of fabricating equipment, transportation and material moving equipment, and information systems.

The Company has made and will continue to make capital expenditures to comply with environmental laws. The Company estimates that its environmental capital expenditures for 2003 will approximate $900.0 thousand.

Working Capital Management. Working capital was $107.4 million as of June 27, 2003, compared to $90.5 million as of December 27, 2002. The increase in working capital is largely attributable to seasonal demands of the business that result in substantial increases from year end in trade accounts receivable and inventories, partially offset by an increase in trade accounts payable.

Environmental Matters

The Company’s exposure to environmental matters has not changed significantly from the year ended December 27, 2002. For detailed information regarding environmental matters, see “Management’s Discussion and Analysis – Risk Management” set forth in the Company’s Annual Report on Form 10-K for the year ended December 27, 2002.

Note Regarding Forward-Looking Statements:  The Management’s Discussion and Analysis and other sections of this Form 10-Q may contain forward-looking statements that are based on current expectations, estimates and projections about the industries in which the Company operates, and management’s beliefs and assumptions. Such forward-looking statements include terminology such as "may", "will", "should", “expects,” “anticipates,” “intends,” “plans,” “believes,” "contemplates", "projects", "predicts", “estimates,” or variations of such words and similar expressions regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this report include, but are not limited to: (1) statements regarding the Company’s expectation that its sources of liquidity will provide the liquidity required, if necessary, to supplement lower cash flows from operations; (2) statements regarding management’s expectation that the outcome of legal proceedings and claims that have arisen in the ordinary course of business would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole; and (3) statements regarding management’s belief that the Company’s potential share of the estimated aggregate liability for the costs of remedial actions and related costs and expenses at various hazardous waste disposal sites in which the Company has been named as a defendant in lawsuits or as a potentially responsible party are not material and that the reasonably probable outcome of these matters will not materially exceed established reserves and will not have a material impact on the future financial position, net earnings or cash flows of the Company. These forward-looking statements are based on a number of assumptions that could ultimately prove inaccurate, and, therefore, there can be no assurance that they will prove to be accurate. All such forward-looking

36

statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Important factors that could cause future financial performance to differ materially and significantly from past results and from those expressed or implied in this document include, without limitation, the risks of acquisition of businesses (including limited knowledge of the businesses acquired and misrepresentations by sellers), changes in business strategy or development plans, the cyclical demand for the Company’s products, the supply and/or price of aluminum and other raw materials, currency exchange rate fluctuations, environmental regulations, availability of financing, competition, reliance on key management personnel, ability to manage growth, loss of customers, and a variety of other factors. For further information on these and other risks, see the “Risk Factors” section of Item 1 of the Company’s Annual Report on Form 10-K for the year ended December 27, 2002, as well as the Company’s other filings with the Securities and Exchange Commission. The Company assumes no obligation to update publicly its forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in the information provided under Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” set forth in the Company’s 10-K for the year ended December 27, 2002.

Item 4.  Controls and Procedures

Within 90 days prior to the filing of the Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chairman and Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer  along with the Company’s Chief Financial Officer concluded that as of the evaluation date, the Company’s disclosure controls and procedures (1) are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings and (2) are adequate to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is recorded, processed and summarized and reported within the time periods specified in the SEC’s rules and forms. Further, the Company’s Chairman and Chief Executive Officer, along with the Company’s Chief Financial Officer, are not aware of any significant changes in disclosure controls and procedures subsequent to the evaluation date.

Part II - Other Information

Item 1.  Legal Proceedings.

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business. Although occasional adverse decisions or settlements may occur, it is the opinion of the Company’s management, based upon information available at this time, that the expected outcome of these matters, individually or in the aggregate, would not reasonably be expected to have a material

37

adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole.

Item 2.  Changes in Securities and Use of Proceeds

Common Stock

On June 12, 2003, the Company issued an aggregate of 9,569.6 restricted shares of its Class A Common Stock to certain management employees, including its executive officers Messrs. Smith, Lewis and Vansant, under its 2003 Equity Compensation Plan.

On June 12, 2003, the Company issued 883.75 shares of its Class A Common Stock to Citigroup Venture Capital Equity Partners, L.P., an affiliate of the Company, in a private placement for a purchase price of $353,500.

Options to Purchase Common Stock

On June 12, 2003, the Company granted to certain management and other key employees options to purchase an aggregate of 25,750 shares of its Class A Common Stock, at exercise prices of $400 per share, under its 2003 Equity Compensation Plan.

The sale and issuance of securities in the transaction described above were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering, where the purchasers were sophisticated investors who represented their intention to acquire securities for investment only and not with a view to distribution and received or had access to adequate information about the Company, or in reliance on Rule 701 promulgated under the Securities Act.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

On June 12, 2003, a written consent of stockholders of the Company approved various executive compensation and employee benefit arrangements made by the Company. The written consent was executed by stockholders holding of record approximately 452,736.67 shares out of a total of 482,042.45 shares of the Company's common stock outstanding on the date of the written consent.

Item 5.  Other Information.

None.

Item 6.  Exhibits and Reports on Form 8-K

(a)Exhibits:

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.

(b)Reports on Form 8-K:

On May 12, 2003, the Company filed a report on Form 8-K relating to its financial information for the quarter ended March 28, 2003, as presented in a press release dated May 5, 2003.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, Euramax International, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EURAMAX INTERNATIONAL, INC.

Signature		Title	Date
	/s/ J. DAVID SMITH	Chairman, Chief Executive Officer	August 11, 2003
J. David Smith		and President
	/s/ R. SCOTT VANSANT	Chief Financial Officer and Secretary	August 11, 2003
R. Scott Vansant

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Exhibit Index

ExhibitNumber	Description
10.1	Stock Purchase Agreement by and among Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., Euramax International, Inc. and the Stockholders of Euramax International, Inc. noted therein, dated as of April 15, 2003
10.2	Securities Holders Agreement by and among Euramax International, Inc., Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., Citicorp Venture Capital Ltd., The Continuing Investors identified therein and The Management Investors identified therein dated as of April 15, 2003
10.3	Advisory Agreement dated as of April 15, 2003 by and among Euramax International, Inc. and CVC Management LLC
10.4	Amendment No. 1, dated as of April 15, 2003, to the Executive Employment Agreement, dated as of October 1, 1999, by and between Euramax International, Inc. and J. David Smith
10.5	Euramax International, Inc. 2003 Equity Compensation Plan
10.6	Restricted Stock Agreement dated April 15, 2003 between Euramax International, Inc. and J. David Smith
10.7	Restricted Stock Agreement dated April 15, 2003 between Euramax International, Inc. and Mitchell B. Lewis
10.8	Restricted Stock Agreement dated April 15, 2003 between Euramax International, Inc. and R. Scott Vansant
10.9	Form Restricted Stock Agreement for the Euramax International, Inc. 2003 Equity Compensation Plan
10.10	Form Non-Qualified Stock Option Agreement for the for the Euramax International, Inc. 2003 Equity Compensation Plan
10.11	Amended and Restated Registration Rights Agreement dated as of June 12, 2003 by and among Euramax International, Inc., Citicorp Venture Capital Ltd., Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC and CVC/SSB Employee Fund, L.P., and other stockholders of Euramax International, Inc. named therein
10.12	Letter Agreement dated April 15, 2003 between R. Scott Vansant and Euramax International, Inc.
10.13	Letter Agreement dated April 15, 2003 between Mitchell B. Lewis and Euramax International, Inc.
10.14	Euramax International, Inc.  Supplemental Executive Retirement Plan dated April 15, 2003 for J. David Smith
10.15	Euramax International, Inc.  Supplemental Executive Retirement Plan dated April 15, 2003 for Mitchell B. Lewis and R. Scott Vansant
10.16	Amendment No. 1 dated April 14, 2003 to the Second Amended and Restated Credit Agreement among Euramax International, Inc and its subsidiaries, BNP Paribas (as Agent and Lender), and the Lenders named therein
10.17	Amendment No. 2 and Consent dated May 15, 2003 to the Second Amended and Restated Credit Agreement among Euramax International, Inc. and its subsidiaries, BNP Paribas (as Agent and Lender), and the Lenders named therein
31.1	Certification of Chief Executive Office pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Office pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

by and among

CITIGROUP VENTURE CAPITAL EQUITY
PARTNERS, L.P.

CVC EXECUTIVE FUND LLC

CVC/SSB EMPLOYEE FUND, L.P.

EURAMAX INTERNATIONAL, INC.

and

THE STOCKHOLDERS OF
EURAMAX INTERNATIONAL, INC.
NAMED HEREIN

Dated April 15, 2003

TABLE OF CONTENTS

ARTICLE I THE TRANSACTION
1.1.	Purchase of Company Stock
1.2.	Purchase Price Payment
1.3.	Tag-Sellers
1.4.	Stockholders’ Representative
ARTICLE II CLOSING
2.1.	Closing Date
2.2.	Closing Deliveries
2.3.	Default by any Stockholder
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDERS REGARDING THE COMPANY
3.1.	Organization
3.2.	Authority
3.3.	No Conflict
3.4.	Consents
3.5.	Capitalization
3.6.	Brokers
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
4.1.	Ownership of Stock
4.2.	Authority; Effect of Agreement
4.3.	No Conflict
4.4.	Brokers
4.5.	Transactions with Related Parties

i

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
5.1.	SEC Documents; Undisclosed Liabilities
5.2.	Absence of Certain Changes or Events
5.3.	Contracts
5.4.	Litigation
5.5.	Compliance with Laws
5.6.	Environmental Matters
5.7.	Taxes
5.8.	Employee Benefit Matters
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER
6.1.	Organization
6.2.	Power and Authority
6.3.	No Conflict
6.4.	Consents
6.5.	Brokers
6.6.	Purchase for Investment
6.7.	Sufficient Funds
ARTICLE VII COVENANTS
7.1.	Cooperation by the Stockholders and the Company
7.2.	Conduct of the Business Pending Closing
7.3.	Access
7.4.	Directors; Resignations
7.5.	Fulfillment of Agreements

ii

7.6.	Insurance
7.7.	Confidentiality
7.8.	Hart-Scott-Rodino Act
7.9.	Further Assurances
7.10.	Assignment of Registration Rights
7.11.	Exclusivity
7.12.	Credit Agreement
7.13.	Restrictive Covenants
7.14.	No Parachute Payments
7.15.	D&O Indemnification
ARTICLE VIII CONDITIONS TO BUYER’S OBLIGATIONS
8.1.	Representations and Warranties True and Correct
8.2.	Covenants and Agreements Performed
8.3.	Stockholders’ and Company Closing Certificates
8.4.	No Prohibition or Proceedings
8.5.	Consents
8.6.	Opinions
8.7.	Shareholder Agreement
8.8.	Tag-Along Waivers
8.9.	FIRPTA Certificate
8.10.	Material Adverse Effect
8.11.	Certain Shareholder Approvals

iii

ARTICLE IX CONDITIONS TO STOCKHOLDERS’ OBLIGATIONS
9.1.	Representations and Warranties True and Correct
9.2.	Covenants and Agreements Performed
9.3.	Buyer Closing Certificate
9.4.	No Prohibition or Proceedings
9.5.	Governmental Consents and Other Approvals
9.6.	Ratification by the Fund
ARTICLE X TERMINATION PRIOR TO CLOSING
10.1.	Termination
10.2.	Effect on Obligations
ARTICLE XI SURVIVAL AND INDEMNIFICATION
11.1.	Survival
11.2.	General Indemnification
11.3.	Insurance
11.4.	Sole Remedy
11.5.	Tax Treatment
ARTICLE XII MISCELLANEOUS
12.1.	Interpretive Provisions
12.2.	Entire Agreement
12.3.	Successors and Assigns
12.4.	Headings
12.5.	Modification and Waiver
12.6.	Expenses

iv

12.7.	Notices
12.8.	Governing Law; Consent to Jurisdiction
12.9.	Public Announcements
12.10.	No Third Party Beneficiaries
12.11.	Counterparts
12.12.	Existing Shareholders Agreement
ARTICLE XIII CERTAIN DEFINITIONS

v

EXHIBITS
1.1	Company Stock To Be Sold To Buyer
1.3	Sale Notice
8.6.1	Form of Counsel Opinion for CVC Europe
8.6.2	Form of Counsel Opinion for Paribas

vi

EXHIBIT 8.6.1

Citigroup Venture Capital Partners, L.P.
CVC Executive Fund LLC
CVC/SSB Employee Fund, L.P.

                       , 2003

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 15, 2003, by and among Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (the “Fund”), CVC EXECUTIVE FUND LLC, a Delaware limited liability company (the “Executive Fund”), and CVC/SSB EMPLOYEE FUND, L.P., a Delaware limited partnership (“CVC/SSB” and together with the Fund and the Executive Fund, the “Buyers” or “Buyer”), Euramax International, Inc., a Delaware corporation (the “Company”), and CVC European Equity Partners, L.P., a Delaware limited partnership (“CVC Europe”), CVC European Equity Partners (Jersey), L.P., a Jersey limited partnership (“CVC EJ”), BNP Paribas (f/k/a Banque Paribas) (“Paribas” and together with CVC Europe and CVC EJ, the “Investors”), and any other stockholders of the Company who join this Agreement as a Tag Seller (as defined below) in accordance with the terms of this Agreement prior to Closing (the Investors and any Tag Sellers are hereinafter referred to individually as a “Stockholder” and collectively as the “Stockholders”).

RECITALS

WHEREAS, the Company has issued and outstanding as of the date hereof 437,695.64 shares of Class A voting Common Stock, par value $1.00 per share (the “Class A Common”) and 44,346.80 shares of Class B restricted voting Common Stock, par value $1.00 per share (the “Class B Common” and together with the Class A Common, the “Company Stock”) and no other capital stock.

WHEREAS, Buyer desires to purchase from each Investor and each of the Investors desires to sell to Buyer shares of Company Stock, on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, pursuant to the terms of a Stockholders Agreement, dated December 8, 1999, by and among the Company, the Investors, Citicorp Venture Capital, Ltd. and the other stockholders of the Company named therein (the “Shareholders Agreement”), all of the Other Stockholders (as defined in Section 3(c) the Shareholders Agreement) have the right to participate on a pro-rata basis (on the terms set forth in Section 3(c) to the Shareholders Agreement) in the sale of shares of Company Stock by the Investors contemplated hereby.

WHEREAS, subject to Section 8.8 hereof, Buyer desires to purchase from each Other Stockholder any shares of Company Stock such Other Stockholder validly elects to sell pursuant to Section 3(c) of the Shareholders Agreement, on the terms and subject to the

1

conditions set forth in this Agreement.

AGREEMENTS

NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and upon the terms and subject to the conditions set forth herein, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I
THE TRANSACTION

1.1.          Purchase of Company Stock.  At the Closing referred to in Section 2.1 below, each Stockholder will sell and assign to Buyer, and Buyer will purchase from such Stockholder, the shares of Company Stock set forth opposite such Stockholder’s name on Exhibit 1.1 attached hereto, free and clear of all Encumbrances (as defined in Section 4.1 hereof) other than Encumbrances arising under federal or state securities laws or as a result of Buyer’s ownership of such Company Stock (“Permitted Encumbrances”).  The shares of Company Stock to be purchased hereunder will be allocated for purchase among each Buyer by the Fund prior to Closing.

1.2.          Purchase Price Payment.

(a)           Purchase Price.  The purchase price for each share of Class A Common and Class B Common shall consist of cash in an amount equal to Four Hundred Dollars (US$400.00) per share (the “Per Share Purchase Price”).

(b)           Payments.  At the Closing, Buyer shall pay to each Stockholder the product of the Per Share Purchase Price and the number of shares of Company Stock set forth opposite such Stockholder’s name on Exhibit 1.1 attached hereto (the “Purchase Price Payment”), by wire transfer of immediately available funds to the United States bank account that has been designated for each such Stockholder by the Stockholders’ Representative (as defined in Section 1.4 hereof) to Buyer at least three days prior to the Closing.

1.3.          Tag-Sellers.  On the date hereof, the Investors shall deliver to the Company a Sale Notice contemplated by Section 3(c) of the Shareholders Agreement in the form attached as Exhibit 1.3 attached hereto (the “Sale Notice”).  The Company shall on the date hereof notify the Other Stockholders of the Sale Notice, and the Other Stockholders shall have 7 days from the date hereof (the “Tag Date”) to elect to participate in the purchase and sale contemplated by this Agreement as a “Tag Seller”.  Each Other Stockholder who so elects to be a Tag Seller on or

2

prior to the Tag Date shall execute a written joinder to this Agreement (in the form attached to the Sale Notice) on the Tag Date, agreeing to be bound by all of the terms and conditions of this Agreement as a Tag Seller and Stockholder hereunder.  Exhibit 1.1 shall be amended on the Tag Date to reflect the addition of each Tag Seller and the number of shares of Company Stock to be sold by each such Tag Seller (determined in accordance with the terms of the Sale Notice).

1.4.          Stockholders’ Representative .  Each Stockholder hereby irrevocably appoints Ronald A. Collins (the “Stockholders’ Representative”) as such Stockholder’s representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Stockholder with respect to the transfer of such Stockholder’s shares of Company Stock to Buyer in accordance with the terms and provisions of this Agreement and to act on behalf of such Stockholder in any litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Stockholders’ Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement, including, without limitation, the power:

(a)           to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated by this Agreement;

(b)           to receive, hold, and deliver to Buyer the certificates evidencing shares of Company Stock accompanied by executed stock powers and any other documents relating thereto on behalf of such Stockholder;

(c)           to execute and deliver all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement;

(d)           to receive funds and give receipt for funds, including in respect of the Per Share Purchase Price, to distribute to the Stockholders their Per Share Purchase Price, and any adjustment thereto;

(e)           to terminate this Agreement if the Stockholders are entitled to do so;

(f)            to institute, defend, compromise or settle any indemnification claims pursuant to Article XI of this Agreement (excluding indemnification claims under Section 11.2(b) hereof (relating to representations and warranties set forth in Article IV hereof) or Section 7.14 hereof);

3

(g)           to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any claims under this Agreement, including service of process in connection with arbitration; and

(h)           to take all actions which under this Agreement may be taken by the Stockholders’ Representative and to do or refrain from doing any further act or deed on behalf of such Stockholder which Stockholders’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as such Stockholder could do if personally present;

provided, that the Stockholders’ Representative shall (i) take reasonable steps to keep the Stockholders informed; and (ii) exercise the foregoing powers in a reasonable and nondiscriminatory manner taking into account the interests of all Stockholders and treating all Stockholders equally on a pro-rata basis.

The death or incapacity of any Stockholder shall not terminate the agency and power of attorney granted hereby to the Stockholders’ Representative.  The appointment of Stockholders’ Representative shall be deemed coupled with an interest and shall be irrevocable and, notwithstanding the proviso at the end of the foregoing paragraph, Buyer and any other person may conclusively and absolutely rely, without inquiry, upon any action of Stockholders’ Representative, as the action of Stockholders in all matters referred to herein.  All actions, decisions and instructions of Stockholders’ Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against Buyer or Stockholders’ Representative for any action taken or not taken by Stockholders’ Representative in his role as such, except for causes of action against the Stockholders’ Representative with respect to any action or omission taken or made fraudulently or in bad faith with respect to such Stockholder.

All payments, damages, costs, fees and expenses incurred by the Stockholders’ Representative in connection with any dispute with Buyer under this Agreement shall be paid by the Stockholders in proportion to their respective percentage ownership of the shares of Company Stock being sold hereunder and may be deducted by Stockholders’ Representative from any amounts otherwise payable to any Stockholder hereunder.

ARTICLE II
CLOSING

2.1.          Closing Date.  The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Dechert LLP in New York, New York at 9:30 a.m.

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EST on (i) the 30^th day following the date hereof (or, if such day is not a business day, the immediately succeeding business day), provided that (A) in no event shall the Closing take place prior to the second business day following the satisfaction of all of the conditions set forth in Articles VIII and IX, and (B) in the event the Termination Date is extended to June 15, 2003 pursuant to Section 10.1(b), the Closing shall take place within three (3) Business Days of the satisfaction of the conditions set forth in Sections 8.5 and 9.5, or (ii) at such other place, time or date as Buyer and the Stockholders’ Representative may agree in writing (such time and date being referred to herein as the “Closing Date”).  For financial accounting and tax purposes, to the extent permitted by Law, the Closing shall be deemed to have become effective as of 11:59 p.m. on the Closing Date.

2.2.          Closing Deliveries.

(a)           Deliveries by Buyer to the Stockholders.  At the Closing, Buyer shall deliver or cause to be delivered the following:

(i)            the Purchase Price Payments, delivered to the Stockholders in accordance with Section 1.2(b);

(ii)           the Buyer Closing Certificate (as such term is defined in Section 9.3), delivered to the Stockholders’ Representative; and

(iii)          the Ancillary Agreements (as hereinafter defined) to which Buyer is a party, duly executed by Buyer, delivered to the Company.

(b)           Deliveries by the Stockholders’ Representative.  At the Closing, the Stockholders’ Representative shall deliver or cause to be delivered the following to Buyer:

(i)            the shares of Company Stock of each Stockholder (or in lieu thereof an affidavit of loss and indemnity in a form reasonably acceptable to the Company and Buyer), duly endorsed for transfer by such Stockholder or accompanied by duly executed stock transfer powers of such Stockholder, free and clear of all Encumbrances other than Permitted Encumbrances.

(ii)           the Stockholder Closing Certificate and the Company Closing Certificate (as such terms are defined in Section 8.3);

(iii)          the Ancillary Agreements to which any Stockholder or the Company is a party, duly executed by such Stockholder or the Company, as the case may be;

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(iv)          the legal opinions specified in Section 8.6 hereof;

(v)           the certificate required pursuant to Section 8.9 hereof; and

(vi)          such other agreements, certificates and documents as may be reasonably requested by Buyer.

2.3.          Default by any Stockholder.  If the Stockholders’ Representative or any Stockholder fails to deliver to Buyer at the Closing any of the Company Stock (including by way of delivery of any affidavit of loss and indemnity in a form reasonably acceptable to the Company and Buyer) to be sold by such Stockholder hereunder, such failure shall not relieve any other Stockholder of any obligation hereunder, and if any such failure is by an Investor, Buyer may, at Buyer’s option (a) acquire the remaining shares of Company Stock contemplated to be acquired by Buyer hereunder; or (b) refuse to make such acquisition and thereby terminate all of its obligations hereunder, in either case without prejudice to Buyer’s rights against such defaulting Stockholders.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
 STOCKHOLDERS REGARDING THE COMPANY

Prior to the Closing the Company represents and warrants to Buyer that, and from and after the Closing each Stockholder severally represents and warrants to Buyer that to the Knowledge of that Stockholder (other than with respect to Section 3.5, which representation and warranty is made without qualification by Knowledge):

3.1.          Organization.  The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to carry on its business as it now is being conducted.  The Company is duly qualified to do business and is in good standing as a foreign corporation in all jurisdictions where the nature of the property owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

3.2.          Authority.  The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company.  This Agreement has been, and each Ancillary Agreement to which the Company is a party will be, duly and validly executed and delivered by the Company, to the extent a party thereto, and constitutes, and

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will constitute, the valid and binding obligation of each of the Company, enforceable against the Company in accordance with its respective terms.

3.3.          No Conflict.  The execution, delivery and performance by the Company and each Stockholder of this Agreement and the Ancillary Agreement to which the Company or the Stockholders are parties thereto, and the consummation by the Company and each Stockholder of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (w) violate any provision of law, rule, or regulation to which the Company or any Subsidiary is subject, (x) violate any order, judgment, or decree applicable to the Company or any Subsidiary, (y) violate any provision of the certificate of incorporation, bylaws or other corporate governance or organizational documents of the Company or any Subsidiary, or (z) except as set forth on Schedule 3.3 hereof, violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Encumbrance of any nature whatsoever upon any assets or property or give to others any interests or rights therein under, any indenture, deed of trust, mortgage, loan or credit agreement, license, permit, contract, lease, or other agreement, instrument or commitment to which the Company or any Subsidiary is a party or by which any of them may be bound or affected, except for any such violations that in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby and would not have a Material Adverse Effect.

3.4.          Consents.  Except as set forth on Schedule 3.4 hereof, no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or third party is required to be obtained or made by the Company or any Subsidiary in connection with the execution, delivery, and performance by any Stockholder or the Company of this Agreement, or any Ancillary Agreement to which any such Stockholder or the Company is a party, or the taking by the Company of any other action contemplated hereby or thereby or the continuation after the Closing by the Company or any Subsidiary of the businesses conducted prior to the Closing.

3.5.          Capitalization.  The authorized and outstanding capital stock of the Company as of the date hereof is set forth on Schedule 3.5 hereof.  The Company Stock represents all of the issued and outstanding capital stock of the Company, and all of the outstanding Company Stock is duly authorized, validly issued, fully paid, and non-assessable, was not issued in violation of the terms of any agreement or other understanding binding upon any Stockholder or the Company, and was issued in compliance with all applicable federal and state securities or “blue-sky” laws and regulations.  Except as set forth on Schedule 3.5 hereof, there are outstanding no

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securities convertible into, exchangeable for or carrying the right to acquire equity securities of the Company, or subscriptions, warrants, options, rights (including, without limitation, preemptive rights), stock appreciation rights, phantom stock interests, or other arrangements or commitments obligating the Company to issue or dispose of any of its respective equity securities or any ownership interest therein (“Equity Rights”).  The consummation of the transactions contemplated hereby will not cause any Encumbrances to be created or suffered on the Company Stock, other than Encumbrances created by Buyer or Encumbrances resulting from the Securities Holders Agreement referenced in Section 8.7 hereof or the Company’s 2003 Equity Compensation Plan (or grant agreements thereunder).  Schedule 3.5 sets forth as of the date hereof, with respect to any Equity Rights, the total number of Equity Rights (and any shares of capital stock issuable pursuant to such Equity Rights), the number of vested and unvested Equity Rights, the number of Equity Rights that will accelerate under the terms of the applicable grant or award, and the exercise prices or grant prices of the for the Equity Rights.  Since the date hereof, the Company has not awarded or granted any Equity Rights.

3.6.          Brokers.  Neither the Company nor any Subsidiary has retained any broker, finder or investment banking firm to act on their behalf in connection with the transactions contemplated by this Agreement and, to the Company’s knowledge, no other person is entitled to receive any brokerage commission, finder’s fee or other similar compensation in connection with the transactions contemplated by this Agreement, except for CIBC World Markets to the extent provided in the Engagement Letter between CIBC World Markets and the Company dated June 4, 2002 (the “Engagement Letter”).

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

Each of the Stockholders severally, but not jointly, hereby represents and warrants to the Buyer as to itself as follows:

4.1.          Ownership of Stock.  Such Stockholder is the beneficial and record owner of the Company Stock set forth opposite such Stockholder’s name on Exhibit 1.1 attached hereto, free and clear of all liens, security interests, security agreements, conditional sale or other title retention agreements, leases, pledges, equities, proxies, claims, charges, mortgages, rights of first refusal, preemptive rights, restrictions, encumbrances, easements, covenants, assessments, attachments, licenses, options or title defects of any kind whatsoever (“Encumbrances”), except for any Encumbrances imposed by the Shareholders Agreement or arising under federal or state securities laws.  Such Stockholder has all requisite legal right, power and authority to transfer such shares of Company Stock to Buyer.  Upon consummation of the purchases and exchanges contemplated hereby, Buyer will acquire from such Stockholder good and marketable title to

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such shares of Company Stock, free and clear of any Encumbrances other than Permitted Encumbrances.

4.2.          Authority; Effect of Agreement.  The execution, delivery and performance by such Stockholder of this Agreement and the Ancillary Agreements to which such Stockholder is a party and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder.  If such Stockholder is a limited partnership or corporate body, such Stockholder is duly created and validly existing under the laws of the jurisdiction of its creation and has all requisite limited partnership or corporate power and authority, as applicable, to carry on its business as it is now being conducted, to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is a party, and to consummate the transactions contemplated hereby and thereby.   This Agreement has been, and each Ancillary Agreement to which such Stockholder is a party will be, duly and validly executed and delivered by such Stockholder and constitutes, and will constitute, the valid and binding obligation of each of such Stockholder, enforceable against such Stockholder in accordance with its respective terms.

4.3.          No Conflict.  The execution, delivery and performance by such Stockholder of this Agreement and any Ancillary Agreement to which such Stockholder is party, and the consummation by such Stockholder of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (w) violate any provision of law, rule, or regulation to which such Stockholder is subject, (x) violate any order, judgment, or decree applicable to such Stockholder, (y) violate any provision of the organizational documents of such Stockholder (if such Stockholder is not an individual), or (z) violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Encumbrance of any nature whatsoever upon any assets or property or give to others any interests or rights therein under any indenture, deed of trust, mortgage, loan or credit agreement, license, permit, contract, lease, or other agreement, instrument or commitment to which such Stockholder is a party or by which such Stockholder may be bound or affected, except for any such violations that in the aggregate would not materially hinder or impair the ability of such Stockholder to perform its obligations hereunder or the consummation of the transactions contemplated hereby.

4.4.          Brokers.  Such Stockholder has not retained any broker, finder or investment banking firm to act on its behalf in connection with the transactions contemplated by this Agreement and, to such Stockholder’s Knowledge, no other person is entitled to receive any

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brokerage commission, finder’s fee or other similar compensation in connection with the transactions contemplated by this Agreement, except for CIBC World Markets to the extent provided in the Engagement Letter.

4.5.          Transactions with Related Parties.  Except as described on Schedule 4.5 hereof or as described in the SEC Documents (as defined in Section 5.2 hereof), and except for the Shareholders Agreement and Registration Rights Agreement referenced therein, since January 1, 2000, such Stockholder does not have and has not had:

(a)           any contractual or other claims, express or implied, or of any kind whatsoever against the Company or any Subsidiary;

(b)           any interest in any property or assets used by the Company or any Subsidiary; or

(c)           engaged in any other transaction with the Company or any Subsidiary (other than at-will employment relationships and any cash dividends and distributions in respect of shares of Company Stock).

Except as described on Schedule 4.5 hereof, neither such Stockholder nor any of its affiliates (other than the Company or another Stockholder) has outstanding any loan, guarantee or other obligation of borrowed money made to or from the Company or any Subsidiary.

The forgoing provisions of this Section 4.5 shall not be construed to be violated by the existing banking relationship between Paribas and its affiliates with the Company and its Subsidiaries.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

Each Stockholder severally represents and warrants to the Buyer that, to the Knowledge of that Stockholder:

5.1.          SEC Documents; Undisclosed Liabilities.  The Company has filed all material reports, schedules, forms and registration statements with the Securities and Exchange Commission (the “SEC”) required to be filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder since January 1, 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC Documents”).  As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the

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Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The consolidated financial statements of the Company included in the SEC Documents (the “SEC Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and the absence of footnotes).  Except as set forth on Schedule 5.1 hereof, since December 27, 2002 until the date hereof, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (i) as and to the extent set forth on the audited balance sheet of the Company and its Subsidiaries as of December 27, 2002 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 27, 2002 in the ordinary course of business and consistent with past practice, (iv) to the extent specifically described in the SEC Documents filed since December 27, 2002 but on or prior to the date hereof (the “Recent SEC Documents”), or (v) as would not, individually or in the aggregate, have a Material Adverse Effect.

5.2.          Absence of Certain Changes or Events.  Except as disclosed in the SEC Documents filed or press releases of the Company issued prior to the date hereof, or except as set forth on Schedule 5.2 hereof, the Company and the Subsidiaries have conducted the Company’s and its Subsidiaries’ businesses only in the ordinary course consistent with past practice and there has been no Material Adverse Effect.  Without limiting the foregoing, except as set forth on Schedule 5.2 or as reflected in the Recent SEC Documents, since December 27, 2002, neither the Company nor any Subsidiary has (a) purchased or redeemed any shares of its stock (including, without limitation, the Company Stock), or granted or issued any option, warrant or other right to purchase or acquire any such shares, (b) suffered any change or received any threat of any change in any of its relations with, or any loss or threat of loss of, any of the suppliers, clients, distributors, customers or employees that would, individually or in the aggregate, have a Material Adverse Effect, including any such loss or change which may result from the transactions contemplated by this Agreement, (c) changed any method of keeping of their respective books of

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account or accounting principles (other than as required by law), (d) entered into any transaction, agreement, event or arrangement outside the ordinary course of the conduct of the businesses of the Company or any Subsidiary, (e) changed or modified in any respect material to the Company its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including without limitation, acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not past due), acceleration of payment of payables or failure to pay or delay in payment of payables, (f) incurred any damage, destruction, theft, loss or business interruption, whether covered by insurance or not, that would have a Material Adverse Effect, or (g) made any declaration, payment or setting aside for payment of any dividend or other distribution (whether in cash, stock or property) with respect to any securities of the Company.

5.3.          Contracts.  Each outstanding Contract of the Company is valid and binding, enforceable against the Company or any Subsidiary in accordance with its terms, and is in full force and effect, except as may be limited by applicable insolvency, bankruptcy, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and any applicable equitable principles (whether considered in a proceeding at law or in equity).  The Company or any Subsidiary and each of the other parties thereto have performed all obligations required to be performed by them under, and are not in default under, any of such Contracts and no event has occurred which, with notice or lapse of time, or both, would constitute such a default, except for failures or occurrences which, individually or in the aggregate, would not have a Material Adverse Effect.  Neither the Company nor any Subsidiary has received any written claim from any other party to any such Contract that the Company or any Subsidiary has breached any obligations to be performed by it thereunder, or is otherwise in default or delinquent in performance thereunder, except for breaches, defaults or delinquencies which, individually or in the aggregate, would not have a Material Adverse Effect.

5.4.          Litigation.  Except as set forth on Schedule 5.4 hereof, there is no action, claim, suit, review, proceeding or investigation in any court or before any governmental agency or authority pending or threatened against the Company or any Subsidiary which if adversely determined against the Company or such Subsidiary would have a Material Adverse Effect.  Except as set forth in Schedule 5.4 hereof, neither the Company nor any Subsidiary is a party to, or bound by, any outstanding orders, rulings, judgments, settlements, arbitration awards or decrees (or agreements entered into or any administrative, judicial or arbitration award with any governmental authority) with respect to or affecting the properties, assets, personnel or business of the Company or any Subsidiary, the enforcement of which or compliance with which would have a Material Adverse Effect, or could reasonably be expected to affect the (i) validity of this Agreement or its enforceability against any Stockholder or the Company, (ii) consummation by any Stockholder or the Company of the transactions contemplated by this Agreement, or (iii)

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compliance by any Stockholder or the Company with the terms of this Agreement.

5.5.          Compliance with Laws.  The Company and its Subsidiaries have been and are in compliance with all applicable federal, state, local or foreign laws, rules and regulations currently in effect, except where the failure to comply therewith would not, individually or in the aggregate, have a Material Adverse Effect.  The Company and its Subsidiaries possess and are in compliance with all governmental permits, registrations, certificates, licenses, authorizations, easements, leases and variances (“Permits”) necessary for the conduct of the Company’s and its Subsidiaries’ businesses as presently conducted, and will continue to possess and be in compliance with such Permits immediately after the Closing, and each of such Permits is and will be immediately after the Closing in full force and effect in favor of the Company or a Subsidiary, except where the failure to so possess, comply with or be in effect would not, individually or in the aggregate, have a Material Adverse Effect.

5.6.          Environmental Matters.  Except as disclosed on Schedule 5.6 hereof or in the SEC Documents:

(a)           The Company and each Subsidiary has conducted and is now conducting its operations in compliance with all applicable foreign, federal, state and local environmental and employee protection laws, rules, regulations, ordinances, the common law, judgments, orders, consent agreements, work practices, standards and norms (“Environmental Laws”), and holds and has been and is in compliance with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws (“Environmental Permits”), except, in each case, where any such noncompliance or failure would not, individually or in the aggregate, have a Material Adverse Effect.

(b)           Since September 25, 1996, neither the Company nor any Subsidiary has received any notice, citation, summons, order or complaint, and no penalty has been assessed or is pending or threatened by any third party (including, without limitation, any governmental agency) with respect to (i) the use or Release (as defined below) of any and hazardous or toxic substances, wastes or materials, or any pollutants, contaminants, or dangerous materials regulated as such by Environmental Laws (“Hazardous Materials”) by or on behalf of the Company or its Subsidiaries, (ii) non-compliance with Environmental Laws or (iii) failure to hold or comply with Environmental Permits.  Since September 25, 1996, neither the Company nor any Subsidiary has received any written claims or demands or other notification that the Company or any Subsidiary is required by Environmental Law to conduct any material investigation, cleanup, remedial action or other response action of or with respect to Hazardous Materials.

(c)           No Hazardous Materials have been released, spilled, leaked, discharged,

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disposed of, pumped, poured, emitted, emptied, injected, leached, dumped or allowed to escape (“Released” and as the context requires, “Release”) by the Company or any Subsidiary that have resulted, or are reasonably likely to result, in remediation liabilities or obligations, except to the extent any such liabilities or obligations, individually or in the aggregate, would not have a Material Adverse Effect.

5.7.          Taxes.

(a)           Except as set forth in Schedule 5.7.1 hereof, (i) the Company and its Subsidiaries have timely filed with the appropriate Taxing Authority all Tax Returns that they were required to file and have timely paid in full all Taxes that they were required to pay; (ii) all Tax Returns are true, correct and complete except where the failure to be true, correct and complete would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) there are no liens for Taxes upon the Company, any of its Subsidiaries, or their assets, except liens for current Taxes not yet due and payable.  Except as set forth on Schedule 5.7.2 hereof, neither the Company nor any of its Subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of any Taxes.

(b)           As used in this Agreement: (i) “Taxes” means all income taxes (including any tax on or based upon net income, or gross income, or income as specially defined, or earnings, or profits, or selected items of income, earnings, or profits) and all gross receipts, estimated, sales, use, ad valorem, value-added, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, or windfall profit taxes, environment, alternative, or add-on minimum taxes, custom duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any Taxing Authority on the Company or any of its Subsidiaries; (ii) “Tax Return” means any material return, report, information return or other document (including any related or supporting information) filed or required to be filed with any Taxing Authority in connection with the determination, assessment, or collection of any Taxes paid or payable by the Company or any of its Subsidiaries; and (iii) “Taxing Authority” means any federal, state, local, or foreign governmental entity or other authority (individually or collectively).

(c)           Except as set forth on Schedule 5.7.3 hereof, there is no action, suit, proceeding, investigation, audit, claim, assessment or judgment now pending against the Company or any of its Subsidiaries in respect of any Tax, and no notice of deficiency or proposed adjustment for any amount of Tax has been received from any Taxing Authority.  No Taxing Authority with which the Company or any of its Subsidiaries does not file Tax Returns has claimed that such company is or may be subject to taxation by that Taxing Authority.

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(d)           There is no agreement or arrangement with any person or entity (other than any tax sharing agreement exclusively among the Company and its Subsidiaries) pursuant to which the Company or any of its Subsidiaries would have an obligation with respect to Taxes of another person or entity following the Closing.

(e)           Except as set forth on Schedule 5.7.4, neither the Company nor any of its Subsidiaries has ever been a member of an affiliated group of corporations (as that term is defined in Section 1504(a)(1) of the Code) other than the group of which the common parent is the Company or the group of which the common parent was Amerimax UK, Inc., or has any liability for the Taxes of any person (other than any of the Company and its Subsidiaries) under Treasury Regulation § 1.1502-6 (or any similar provision of state, local, or foreign law), or as a transferee or successor, by contract, or otherwise.

(f)            Except as disclosed on Schedule 5.7.5 hereof, neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code.

5.8.          Employee Benefit Matters.

(a)           Schedule 5.8.1 hereof lists all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and all pension, retirement, supplemental retirement, stock, stock option, basic and supplemental accidental death and dismemberment, basic and supplemental life and health insurance, dental, vision, savings, bonus, deferred compensation, incentive compensation, business travel and accident, holiday, vacation, severance pay, salary continuation, sick pay, sick leave, short and long term disability, tuition refund, service award, company car, scholarship, relocation, patent award, fringe benefit and other employee benefit arrangements, plans, contracts, policies, or practices maintained, contributed to, or required to be contributed by the Company or any ERISA Affiliate (as hereinafter defined) (or with respect to which the Company or any ERISA Affiliate may have any liability) (the “Benefit Plans”) within the United States.  Each Benefit Plan maintained, contributed to or required to be contributed to by the Company or any ERISA Affiliate (or with respect to which the Company or any ERISA Affiliate may have liability) outside the United States (the “Foreign Plans”) is disclosed on Schedule 5.8.2 hereof.  For purposes of this Section 5.8, the term “ERISA Affiliate” means (i) any person included with the Company in a controlled group of corporations within the meaning of Section 414(b) of the Code; (ii) any trade or business (whether or not incorporated) which is under common control with the Company within the meaning of Section 414(c) of the Code; (iii) any member of an affiliated service group of which the Company is a member within the meaning of Section

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414(m) of the Code; or (iv) any other person or entity treated as an affiliate of the Company under Section 414(o) of the Code.

(b)           As applicable, with respect to each of the Benefit Plans, true and complete copies of (i) all plan documents (including all amendments and modifications thereof) and in the case of an unwritten Benefit Plan, a written description thereof, and in either case all related agreements including, without limitation the trust agreement and amendments thereto, insurance contracts, and investment management agreements; (ii) the most recently filed Form 5500 series and all schedules thereto, as applicable; (iii) the current summary plan descriptions and all material modifications thereto; (iv) the most recent trustee report; (v) copies of any private letter rulings, requests and applications for determination and determination letters issued with respect to the Benefit Plans within the past five years and (vi) the equivalent under applicable local law of items (ii) through (v) with respect to the Foreign Plans, in each case have been made available to Buyer.

(c)           The Company and each ERISA Affiliate are in compliance with the provisions of ERISA and the Code (including, as applicable, and without limitation, the qualification requirements of sections 401, et. seq. and the continuation coverage requirements of section 4980B, thereof) applicable to the Benefit Plans or, in the case of the Foreign Plans, the applicable laws of each jurisdiction in which any of the Foreign Plans are maintained, except where noncompliance would not, individually or in the aggregate, have a Material Adverse Effect.  Each Benefit Plan has been maintained, operated and administered in compliance with its terms and any related documents or agreements and the applicable provisions of ERISA and the Code or of the applicable laws of each jurisdiction in which any of the Foreign Plans are maintained, except where noncompliance would not, individually or in the aggregate, have a Material Adverse Effect.

(d)           Except as set forth in Schedule 5.8.3, no Benefit Plan is (or at any time has been) a “multiemployer plan” as defined in Section 3(37) of ERISA.

(e)           There are no pending audits or investigations by any governmental agency involving the Benefit Plans or the Foreign Plans, and no threatened or pending claims (except for individual claims for benefits payable in the normal operation of the Benefit Plans or Foreign Plans), suits or proceedings involving any Benefit Plan or Foreign Plan, any fiduciary thereof or service provider thereto, nor is there any reasonable basis for any such claim, suit or proceeding.

(f)            Except as set forth in Schedule 5.8.4 or as disclosed in the SEC Documents, all contributions to, and payments from, the Benefit Plans and the Foreign Plans, (other than payments to be made from a trust, insurance contract or other funding medium) which

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may have been required to be made in accordance with the terms of any such plan, and, when applicable, the law of the jurisdiction in which such plan is maintained, have been timely made, except where the failure to make such contributions or payments would not, individually or in the aggregate, have a Material Adverse Effect.  Except as set forth in Schedule 5.8.4 or as disclosed in the SEC Documents, all such contributions to the Foreign Plans, and all payments under the Foreign Plans, for any period ending before the Closing Date that are not yet, but will be, required to be made, are properly accrued and reflected on the financial statements of the employer maintaining such plan.

(g)           Except as set forth in Schedule 5.8.5 and except for the Euramax UK Pension Plan or as disclosed in the SEC Documents, the assets of each of the Benefit Plans and the Foreign Plans which is an “employee pension plan” (as defined in Section 3(2) of ERISA) or otherwise provides retirement, medical or life insurance benefits following retirement, are at least equal to the liabilities of such plans, except for failures which would not, individually or in the aggregate, have a Material Adverse Effect.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyers hereby represent and warrant to the Stockholders as follows:

6.1.          Organization.  Each of the Fund and CVC/SSB is a limited partnership duly created and validly existing under the laws of the State of Delaware, and the Executive Fund is a limited liability company duly created and validly existing under the laws of he State of Delaware.  Each Buyer has all requisite limited partnership or limited liability company power and authority, as applicable, to carry on its business as it is now being conducted, and to execute, deliver, and perform this Agreement and the Ancillary Agreements to which it is a party, and to consummate the transactions contemplated hereby and thereby.

6.2.          Power and Authority.  The execution, delivery, and performance by each Buyer of this Agreement, and each Ancillary Agreement to which each Buyer is a party, and the consummation by each Buyer of the transactions contemplated hereby  and thereby have been duly authorized by all necessary limited partnership or limited liability company action, as applicable, on the part of each Buyer.  This Agreement has been, and each Ancillary Agreement to which each Buyer is a party will be, duly and validly executed and delivered by each Buyer and constitutes, or will constitute, the valid and binding obligation of each Buyer, enforceable against each Buyer in accordance with its terms.

6.3.          No Conflict.  The execution, delivery, and performance by each Buyer of this

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Agreement, and each Ancillary Agreement to which each Buyer is a party, and the consummation by each Buyer of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, rule, or regulation to which any Buyer is subject, (ii) violate any order, judgment, or decree applicable to any Buyer, (iii) violate any provision of the organizational documents of any Buyer or (iv) violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Encumbrance of any nature whatsoever upon any assets or property or give to others any interests or rights therein under any indenture, deed of trust, mortgage, loan or credit agreement, license, permit, contract, lease, or other agreement, instrument or commitment to which any Buyer is a party or by which it may be bound or affected, except, in each case, for violations that in the aggregate would not materially hinder or impair the ability of any Buyer to perform its obligations hereunder or the consummation of the transactions contemplated hereby.  The Fund is, and as of the Closing will continue to be, an “affiliate” (as such term is defined in Rule 12b-2 under the Exchange Act as of the date of this Agreement) of Citicorp Venture Capital, Ltd., a New York Corporation.

6.4.          Consents.  Except as set forth on Schedule 6.4 hereof, no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or third party is required to be obtained or made by any Buyer in connection with the execution, delivery and performance by Buyer of this Agreement or any Ancillary Agreement to which Buyer is a party or the taking by Buyer of any other action contemplated hereby or thereby.

6.5.          Brokers.  Buyer has retained no broker, finder or investment banking firm to act on its behalf in connection with the transactions contemplated by this Agreement.

6.6.          Purchase for Investment.  Buyer is purchasing the Company Stock being purchased by it pursuant to Section 1.1 hereof for investment and not with a view to any public resale or other distribution thereof, except in compliance with applicable securities laws.

6.7.          Sufficient Funds.  As of the Closing Date, Buyer will have sufficient funds to consummate the purchase of the Company Stock being purchased by it pursuant to Section 1.1 hereof.

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ARTICLE VII
COVENANTS

7.1.          Cooperation by the Stockholders and the Company.  From the date hereof and prior to the Closing, the Stockholders and the Company will use their respective reasonable best efforts, and will cooperate with Buyer, to secure all necessary consents, approvals, authorizations, exemptions, and waivers from governmental authorities or other third parties (including any required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended (the “HSR Act”), or similar foreign antitrust/competition laws), as shall be required in order to enable the Company and the Stockholders to effect the transactions contemplated hereby, and will otherwise use their respective reasonable best efforts to cause the consummation of such transactions, in accordance with the terms and conditions hereof.

7.2.          Conduct of the Business Pending Closing.  From and after the date hereof until the Closing Date, except as set forth in the disclosure schedules hereto or unless Buyer shall otherwise consent in writing, the Company and each its Subsidiaries shall: (a) carry on its business in the ordinary course in substantially the same manner in which it previously has been conducted and, to the extent consistent with such business, use its reasonable best efforts to preserve intact its present business organization, to keep available in all material respects the services of its present officers and employees, and to preserve for its business the good will of the customers, suppliers and others having business relations with it, (b) not amend its Certificate of Incorporation or Bylaws, or other organizational documents, (c) not adopt a plan of liquidation or dissolution, and not merge or consolidate with, or purchase substantially all or a material portion of the assets of, or otherwise acquire any business of any person, (d) not take any action described in Section 5.2(a)-(g), nor otherwise take any action or omit to take any actions which action or omission would result in a breach or inaccuracy of any of their representations and warranties contained herein in any material respect at, or as of any time prior to the Closing, (e) maintain its books of account and records in its usual, regular and ordinary manner, consistent with its past practice, (f) not take any action or omit to take any action which will result in a violation of any applicable law or cause a breach of any agreements, contracts or commitments by it (including, without limitation, the Contracts), except for violations or breaches which, individually or in the aggregate, would not have a Material Adverse Effect, (g) not issue, redeem, repurchase, split or reclassify any capital stock or other equity securities or issue, become a party to, redeem or repurchase any subscriptions, warrants, rights, options, convertible securities or other agreements or commitments of any character relating to its issued or unissued capital stock, or its other equity securities, if any, or grant any stock appreciation, phantom stock or similar rights, (h) not agree or commit to do any of the foregoing referred to in clauses (a) - (g), and (j) promptly advise Buyer of any fact, condition, occurrence or change known to the Investors or the Company that would cause of breach of this Section 7.2 or would have a Material Adverse Effect.

7.3.          Access.  From and after the date hereof, the Company shall provide Buyer with

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such information as Buyer from time to time reasonably may request with respect to the Company and its Subsidiaries and provide Buyer and its officers, consultants, employees, counsel, agents and other representatives full access during regular business hours and upon reasonable notice (but in a manner not materially disruptive to the Company’s operations) to their respective properties, books and records as Buyer from time to time reasonably may request, so that Buyer may have full opportunity to make such investigation as it shall desire to make of the management, business, properties, environmental affairs and other affairs of the Company and its Subsidiaries.

7.4.          Directors; Resignations.   At the Closing, the Investors and the Company will cause to be delivered to the Company written resignations of each director of the Company or its Subsidiaries identified on Schedule 7.4 hereof.  The Investors and the Company shall cause all of the directors of the Company immediately prior to the Closing to execute a unanimous written consent approving the election of two individuals selected by Buyer as directors of the Company as of Closing.

7.5.          Fulfillment of Agreements.  The Stockholders and the Company shall use their reasonable best efforts to cause all of the conditions to the obligations of Buyer under Article VIII of this Agreement to be satisfied on or prior to Closing.  The Stockholders and the Company shall promptly notify Buyer of any event or fact coming to any Stockholder’s or the Company’s attention prior to Closing which causes any of the Stockholders’ or the Company’s representations, warranties, covenants or agreements contained under this Agreement that are qualified by materiality limitations to be inaccurate and those that are not qualified by materiality limitations to be inaccurate in any material respect.  The Stockholders, to the extent it is within their control, and the Company shall use their reasonable best efforts to cure before the Closing any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any such covenant or agreement under this Agreement to be breached or that renders or will render inaccurate any such representation or warranty contained in this Agreement.  No notice given pursuant to this Section 7.5 shall have any effect on (i) the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining the satisfaction of any condition contained herein or (ii) any right to indemnity hereunder.

7.6.          Insurance.  The Company and each Subsidiary shall maintain in full force and effect the policies of insurance held by the Company or any Subsidiary as of the date hereof, subject only to variations required by the ordinary operations of its business, or else will obtain, prior to the lapse of any such policy, substantially similar coverage with insurers of recognized standing and approved in writing by Buyer.

7.7.          Confidentiality.  Each Stockholder shall, and shall cause his or her affiliates and

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representatives to, keep confidential and not disclose to any other person or entity or use for his or its own benefit or the benefit of any other person or entity any confidential proprietary information, technology, know-how, trade secrets (including, without limitation, all results of research and development), product formulas, industrial designs, franchises or inventions of the Company and its Subsidiaries or their business and operations (“Confidential Information”) in his, its or their possession or control.  The obligations of the Stockholders under this Section 7.7 shall not apply to Confidential Information which (i) is or becomes generally available to the public without breach of the commitment provided for in this Section; (ii) is required to be disclosed by law, order or regulation of a court or tribunal or governmental authority or (iii) requested by any regulatory or other government body; provided, however, that, in any such case, the Stockholder subject to such requirement shall notify the Company as early as reasonably practicable prior to disclosure to allow the Company to take appropriate measures to preserve the confidentiality of such Confidential Information at the cost of Company.

7.8.          Hart-Scott-Rodino Act.  As soon as practicable after the date of this Agreement, Buyer, the Investors and the Company shall, in cooperation with each other, file (or cause to be filed) with each of the United States Department of Justice (the “DOJ”) and the Federal Trade Commission (“FTC”), and any required foreign governmental bodies, any reports or notifications that may be required to be filed by them under the HSR Act or similar foreign antitrust/competition laws in connection with the transactions contemplated by this Agreement.  All fees due from any party to the FTC, DOJ or other foreign governmental bodies under the HSR Act or similar foreign antitrust/competition laws in connection with the filing of any of those reports or notifications shall be paid by the Company.

7.9.          Further Assurances .  At any time or from time to time after the Closing, Buyer shall, at the request of any Stockholder, execute and deliver any further instruments or documents and take all such further action as such Stockholder may reasonably request in order to evidence the consummation of the transactions contemplated hereby. At any time or from time to time after the Closing, each Stockholder shall, at the request of Buyer, execute and deliver any further instruments or documents and take all such further action as Buyer may reasonably request in order to evidence the consummation of the transactions contemplated hereby.

7.10.        Assignment of Registration Rights.  Effective as of the Closing, and without any further action required by any party hereto, each Investor hereby assigns to Buyer all of its rights and benefits under the Registration Rights Agreement, dated as of September 25, 1996, as amended by the First Amendment to the Registration Rights Agreement, dated December 8, 1999, by and among the Company, the Investors, Citicorp Venture Capital, Ltd. and the other stockholders named therein.

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7.11.        Exclusivity.  Neither any Stockholder nor the Company nor any of their respective officers, directors, employees, affiliates, agents or representatives will, directly or indirectly, encourage, initiate or solicit offers for, furnish information regarding or engage in any negotiations, meetings or other communications with any third party concerning, or enter into any agreements with respect to, any acquisition of the Company Stock being purchased hereunder, the Company or its Subsidiaries or any of the businesses of the Company or its Subsidiaries, by any party other than Buyer, and in the event that during such period any offers are received, the Stockholders and the Company will promptly communicate to Buyer their existence and terms, and the identity of the party making such offer.

7.12.        Credit Agreement.  The Company shall use its commercially reasonable best efforts to obtain all necessary approvals, amendments, consents or waivers under the Second Amended and Restated Credit Agreement, dated as of March 15, 2002, among the Company, certain of the Company’s Subsidiaries, and the Lenders named therein (as amended, the “Credit Agreement”), or under any Loan Documents (as defined in the Credit Agreement), which are or become necessary to consummate the transactions contemplated hereby (the “Senior Lender Approvals”).

7.13.        Restrictive Covenants.

(a)           During the period beginning on the Closing Date and ending on the second (2^nd) anniversary of the Closing Date, no Stockholder shall, nor shall any such Stockholder direct, encourage or knowingly permit any affiliate to, directly or indirectly, (i) call-on, solicit or induce, or attempt to solicit or induce, any employee or staff of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries for any reason whatsoever (excluding ordinary course public advertisements not specifically targeted at employees of the Company or its Subsidiaries), nor (ii) offer or provide employment (whether such employment is for a Stockholder or any other business or enterprise), either on a full-time basis or part-time or consulting basis, to any person who then currently is, or who within six months immediately prior thereto was, an officer or other management employee of the Company or its Subsidiaries.  No Investor will be deemed in violation of subclause (ii) of the foregoing sentence if representatives of separate operating divisions of such Investor cause such Investor to offer or provide employment to a relevant employee of the Company or its Subsidiaries as a result of ordinary course public advertisements, if such representatives of the separate division of that Investor were not aware of the existence of this Agreement and were not directed, encouraged, or knowingly permitted to take such actions by representatives of such Investor who were aware of the existence of this Agreement.

(b)           Each Stockholder acknowledges and agrees that the provisions of this

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Section 7.13 are reasonable and necessary to protect the legitimate business interests of Buyer and its investment in the Company.  No Stockholder shall contest that Buyer’s and the Company’s remedies at law for any breach or threat of breach by such Stockholder or any of its affiliates of the provisions of this Section 7.13 will be inadequate, and that Buyer and the Company shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 7.13 and to enforce specifically such terms and provisions, in addition to any other remedy to which Buyer or the Company may be entitled at law or equity.  The restrictive covenants contained in this Section 7.13 are covenants independent of any other provision of this Agreement or any other agreement between the parties hereunder and the existence of any claim which any Stockholder may allege against Buyer under any other provision of the Agreement or any other agreement will not prevent the enforcement of these covenants.

(c)           If any of the provisions contained in this Section 7.13 shall for any reason be held to be excessively broad as to duration, scope, activity or subject, then such provision shall be construed by limiting and reducing it, so as to be valid and enforceable to the extent compatible with the applicable law or the determination by a court of competent jurisdiction.

7.14.        No Parachute Payments.  Prior to the Closing, the Company and its Subsidiaries shall, and each Stockholder shall cooperate with the Company and its Subsidiaries to: (i) obtain a favorable vote by the holders of 75% or more of the Company’s outstanding voting shares to approve any agreement, contract, arrangement or plan disclosed (or required to be disclosed) on Schedule 5.7.5; and (ii) take, or, in any case in which whether any such payment is made is discretionary, refrain from taking, any other action reasonably necessary to prevent such payment from constituting an “excess parachute payment” within the meaning of Section 280G of the Code.  For the avoidance of doubt, once the Company has received the shareholder approval contemplated by this Section 7.14, it is understood that the Company is required to make all such payments whether or not, despite that approval, such payments constitute “excess parachute payments.”  In connection therewith, each Stockholder will execute a written consent or other approval in the form provided by the Company approving such payments under Section 280G(b)(5).

7.15.        D&O Indemnification.

(a)           The Company and Buyer agree that all rights to indemnification or exculpation by the Company now existing in favor of each present and former director or officer of the Company (the “Indemnified Parties”) as provided in the Company Certificate of Incorporation or the Company Bylaws, in each case as in effect on the date of this Agreement, shall survive the Closing.  No change to such indemnification or exculpation rights shall affect or

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reduce rights to indemnification or exculpation as in effect on the date of this Agreement.  The indemnification and exculpation rights hereunder shall be considered contract rights and any amendments, repeals or modifications shall not be effective against the Indemnified Parties as of the date hereof.

(b)           In addition the Company will provide, for a period of six (6) years after the Closing, the coverage provided by the policies of directors and officers liability and fiduciary insurance most recently maintained by the Company (the “D&O Insurance”); provided, that the Company may substitute therefor policies that are no less favorable in any material respect than the Company’s existing D&O Insurance policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage, so long as such substitution does not result in gaps or lags in coverage with respect to matters occurring prior to the Closing; and provided, further, that the Company shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the annual aggregate premium paid by the Company for such insurance in fiscal year 2002, but in such case shall purchase as much such coverage as possible for such amount.

(c)           Any Indemnified Party wishing to claim indemnification under this Section 7.15 after the Closing, upon learning of any claim, action, suit, proceeding or investigation (a “Claim”), shall notify the Company thereof (although the failure to so notify the Company shall not relieve the Company from any liability that the Company may have under this Section 7.15, except to the extent such failure actually prejudices the Company).  In the event of any such Claim, the Company shall have the right to assume the defense thereof and the Company shall not be liable to such Indemnified Party for any legal expenses of other counsel incurred after the Company assumes such defense or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if the Company elects not to assume such defense or fails to assume such defense within fifteen (15) days of receipt of notice, or if under the applicable standards of professional conduct no one law firm could represent the Company and the Indemnified Party, the Indemnified Party may retain counsel reasonably satisfactory to him or her and the Company shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received by the Company; provided, however, that (i) the Company shall not, in connection with any such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all Indemnified Parties, (ii) the Company and the Indemnified Parties will cooperate in the defense of any such matter and (iii) the Company shall not be liable for any settlement effected without its prior written consent, which consent will not be unreasonably withheld or delayed; and provided, further, that the Company shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine that the indemnification of such Indemnified

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Party in the manner contemplated hereby is prohibited by applicable law.  The Company will not effect any settlement which would impose any ongoing obligation upon an Indemnified Party (including, but not limited to, injunctive relief) absent the prior written consent of the affected Indemnified Party.

This Section 7.15 is intended to benefit the Company, the Buyer and the Indemnified Parties and their respective heirs, attorneys and estates, and shall be binding on all successors and assigns of the Company and the Buyer.

ARTICLE VIII
CONDITIONS TO BUYER’S OBLIGATIONS

The obligation of Buyer to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction (or waiver) on or prior to the Closing Date of all of the following conditions:

8.1.          Representations and Warranties True and Correct .  All of the representations and warranties of each of the Stockholders and the Company contained in this Agreement, in any Ancillary Agreement or in any written certificate delivered pursuant to this Agreement, shall be true and correct on the date of this Agreement, such Ancillary Agreement or such certificate, as the case may be, and shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date (except for representations and warranties that expressly relate to a date earlier than the Closing Date which shall continue to be true and correct as of the specified date and except for representations and warranties that contain Material Adverse Effect or other materiality qualifications, which shall be true and correct in all respects).

8.2.          Covenants and Agreements Performed.  Each of the Stockholders and the Company shall have performed or complied with in all material respects, or delivered, all covenants, agreements, conditions or documents required by this Agreement to be performed, complied with, or delivered by each of the Stockholders and the Company prior to or on the Closing Date.

8.3.          Stockholders’ and Company Closing Certificates.  Buyer shall have been furnished with (i) a certificate executed by the Company (the “Company Closing Certificate”) and (ii) a certificate executed by the Stockholders’ Representative (on behalf of the Stockholders) (the “Stockholder Closing Certificate”), respectively, in each case dated the Closing Date, certifying that the conditions set forth in Sections 8.1 and 8.2 have, with respect to the Company and the Stockholders, respectively, been fulfilled (or waived) at or prior to the Closing Date.

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8.4.          No Prohibition or Proceedings.  No statute, rule or regulation, or order of any court or administrative agency shall be in effect, and no action or proceeding shall be pending or threatened, that prohibits Buyer from consummating the transactions contemplated hereby or the ability of the Company and each of its Subsidiaries to conduct its business substantially in the manner that such business was being conducted prior to the Closing.

8.5.          Consents.  The waiting period under the HSR Act shall have expired or been terminated and all other consents, approvals, authorizations, exemptions, and waivers from governmental agencies that shall be required in order to consummate the transactions contemplated hereby shall have been obtained.  The Company shall have received the consents from third parties set forth on Schedule 3.4 hereof in forms reasonably acceptable to Buyer.

8.6.          Opinions.  Buyer shall have received the written opinions of Kirkland & Ellis on behalf of CVC Europe and Kenneth L. Spangler, Esq. on behalf of Paribas, respectively, each dated the Closing Date, substantially to the effect set forth on Exhibit 8.6.1 and Exhibit 8.6.2 attached hereto, respectively.

8.7.          Shareholder Agreement.  The Company and the stockholders of the Company identified on Schedule 8.8 hereof shall have duly executed and delivered a Securities Holders Agreement dated the date hereof, such Securities Holders Agreement to be in full force and effect as of Closing without being challenged or disputed by such stockholders through and including the Closing.

8.8.          Tag-Along Waivers.  Buyer shall have received from the stockholders of the Company identified on Schedule 8.8 hereof waivers of such stockholders’ rights under the Shareholders Agreement or otherwise to participate in the purchase and sale contemplated by this Agreement, such waivers to be in full force and effect without being challenged or disputed by such stockholders through and including the Closing, with respect to the number of shares of Company Stock owned by the applicable stockholders as set forth on Schedule 8.8 hereof.

8.9.          FIRPTA Certificate.  Buyer shall have been furnished with a certificate executed by the Company, in accordance with Treasury Regulation Section 1.445-2(c)(3), certifying that the Company Shares do not constitute U.S. real property interests as defined in Section 897(c) of the Code.

8.10.        Material Adverse Effect.  Between the date hereof and the Closing Date, a Material Adverse Effect shall not have occurred.

8.11.        Certain Shareholder Approvals.  The Company and its Subsidiaries shall have obtained 75% or more of the Company’s outstanding voting shares approving any agreement,

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contract, arrangement or plan on Schedule 5.7.5 referred to in Section 7.14 hereof, and the Company, its Subsidiaries and the Stockholders shall have taken all other necessary action (or refrained from taking an action) to otherwise comply with Section 7.14 hereof and to reasonably satisfy Buyer that no payments made pursuant to any agreements, contracts, arrangements or plans disclosed on Schedule 5.7.5 have resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code.

ARTICLE IX
CONDITIONS TO STOCKHOLDERS’ OBLIGATIONS

The obligations of the Stockholders to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (provided that the consent of all parties to the Agreement, including any management Tag Sellers, will be required to waive the performance of the covenants and agreements contained in Section 7.14 hereof) on or prior to the Closing Date of all of the following conditions:

9.1.          Representations and Warranties True and Correct.  All of the representations and warranties of Buyer contained in this Agreement, in any Ancillary Agreement or in any written certificate delivered pursuant to this Agreement shall be true and correct on the date of this Agreement, such Ancillary Agreement or such certificate, as the case may be, and shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date (except for representations and warranties that expressly relate to a date earlier than the Closing Date which shall continue to be true and correct as of the specified date and except for representations and warranties that contain Material Adverse Effect or other materiality qualifications, which shall be true and correct in all respects).

9.2.          Covenants and Agreements Performed.  Buyer shall have performed or complied with in all material respects, or delivered, all covenants, agreements, conditions or documents required by this Agreement to be performed, complied with, or delivered by Buyer prior to or on the Closing Date.

9.3.          Buyer Closing Certificate.  The Stockholders’ Representative shall have been furnished with a certificate executed by an officer of Buyer (the “Buyer Closing Certificate”), dated the Closing Date, certifying that the conditions set forth in Sections 9.1 and 9.2 have been fulfilled (or waived) at or prior to the Closing Date.

9.4.          No Prohibition or Proceedings.  No statute, rule or regulation, or order of any court or administrative agency shall be in effect, and no action or proceeding shall be pending or

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threatened, that prohibits the Stockholders from consummating the transactions contemplated hereby.

9.5.          Governmental Consents and Other Approvals.  The waiting period under the HSR Act shall have expired or been terminated and all consents, approvals, authorizations, exemptions, and waivers from governmental agencies that shall be required in order to consummate the transactions contemplated hereby, if any, shall have been obtained.  TheSenior Lender Approvals shall have been obtained.

9.6.          Ratification by the Fund.  The Fund shall ratify the unanimous written consent of the Board of Directors of the Company, dated the date hereof, in the form provided to the Fund on the date hereof.

ARTICLE X
TERMINATION PRIOR TO CLOSING

10.1.        Termination.  This Agreement may be terminated at any time prior to the Closing:

(a)           By the mutual written consent of Buyer and the Stockholders’ Representative;

(b)           By either the Stockholders’ Representative or Buyer by written notice given to the other, if the Closing has not occurred on or before May 15, 2003 (the “Termination Date”) through no fault of (i) Buyer, in the case of notice from Buyer, or (ii) the Stockholders or the Company, in the case of notice from the Stockholders’ Representative; provided, however, that either the Buyer or the Stockholders’ Representative may, by written notice to the other, extend the Termination Date to June 15, 2003 if the sole reason that the Closing shall not have occurred is due to the failure of the conditions set forth in the first sentence of Sections 8.5 or 9.5 hereof (to the extent relating exclusively to approvals or authorizations required from governmental agencies in Europe relating to competition laws);

(c)           By either the Stockholders or Buyer by written notice given to the other, if there has been a material breach by (i) Buyer, in the case of notice from the Stockholders’ Representative, or (ii) the Stockholders or the Company, in the case of notice from Buyer, of any of the representations, warranties, covenants or agreements made by such person in this Agreement.

10.2.        Effect on Obligations.  Termination of this Agreement prior to Closing pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for their obligations under Section 12.9 (regarding public announcements) and Section 12.6 (regarding

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expenses) hereof; provided, however, that termination pursuant to Section 10.1(c) hereof by reason of a willful breach of any representations, warranties, covenants or agreements shall not relieve the willfully breaching party (whether or not it is the terminating party) from any liability to the other party hereto arising from or related to such breach.

ARTICLE XI
SURVIVAL AND INDEMNIFICATION

11.1.        Survival.  The representations and warranties under this Agreement or in any statement or certificate furnished or to be furnished pursuant hereto or in connection with the transactions contemplated hereby shall survive until the expiration of the fifteen (15) month period following the Closing Date (the “Survival Period”) and no action or claim for Losses (as hereinafter defined) resulting from any misrepresentation or breach of warranty shall be brought or made after the Survival Period, except that such time limitation shall not apply to:

(a)           claims for Losses under Section 11.2(a)(iii) hereof (relating to certain Taxes), which may be asserted until December 31, 2005;

(b)           claims for misrepresentations and breach of warranties relating to Sections 3.1 and 6.1 hereof (relating to organization), Section 3.2 and 6.2 hereof (relating to authority), Section 3.5 hereof (relating to capitalization), and all of Article IV hereof (relating to certain Stockholder representations), or claims relating to breaches of covenants, all of which may be asserted until the running of the applicable statute of limitations (giving effect to any waiver or extension thereof); and

(c)           any claims which have been asserted and which are the subject of a written notice from the Stockholders to Buyer or from Buyer to the Stockholders, as may be applicable, prior to the expiration of the Survival Period or other applicable time restriction set forth in this Section 11.1.

11.2.        General Indemnification.  (a)  Following the Closing, each Stockholder shall severally, and not jointly, indemnify and defend the Buyer and each of its respective directors, officers, affiliates, employees, agents and representatives, and shall hold each of them harmless from and against all Losses that are incurred or suffered by any of them in connection with or resulting from:

(i)            any misrepresentation or breach of any representation or warranty (excluding the representations and warranties made in Article IV hereof, which shall be governed by Section 11.2(b) hereof, but including the representations and warranties made in Articles III

29

and V hereof) made by that Stockholder in this Agreement, any Ancillary Agreement or any disclosure schedule furnished or to be furnished to Buyer in connection with or as contemplated by this Agreement;

(ii)           any breach of any covenant made by the Company in this Agreement, any Ancillary Agreement or any disclosure schedule furnished or to be furnished to Buyer in connection with or as contemplated by this Agreement, which covenant of the Company requires performance prior to the Closing;

(iii)          (a) notwithstanding any disclosures in the disclosure schedules, any Taxes arising from adjustments by any Taxing Authority or the filing of an amended Tax Return, with respect to any Tax Return that was filed, or was required to be filed, prior to the Closing Date, to the extent the Taxes arising from such adjustments or amended returns relate directly or indirectly to the Reorganization or any agreements entered into by the Company or any of its affiliates in connection with or as result of the Reorganization, and (b) any Taxes arising from or attributable to a distribution by any Subsidiary of earnings and profits or distributable reserves that were generated as a result of the Reorganization, provided, that in the case of such a distribution by a Subsidiary occurring after the Closing Date, only to the extent Taxes imposed on such post-Closing distribution are not incurred as a result of affirmative actions taken by such Subsidiary after Closing which cause such Subsidiary to be managed and controlled for Tax purposes in a country other than the country in which it was managed and controlled immediately prior to the Closing; and

(iv)          the enforcement by Buyer of its rights under this Section 11.2(a).

Notwithstanding the foregoing, the parties acknowledge and agree that Buyer shall not be entitled to indemnification under Section 11.2(a)(i) in respect of Losses to which it is entitled to indemnification under Section 11.2(a)(iii) (calculated without regard to any limitation on such Losses contained herein).

(b)           Following the Closing, each Stockholder shall severally (and not jointly) indemnify the Buyer and each of its respective directors, officers, affiliates, employees, agents and representatives, and shall hold each of them harmless from and against all Losses that are incurred or suffered by any of them in connection with or resulting from:

(i)            any misrepresentation or breach of any representation or warranty made by such Stockholder in Article IV hereof; provided, however, that a Stockholder shall not be liable in any respect for any Losses resulting from any misrepresentation or breach by any other Stockholder of the representations and warranties of such other Stockholder contained in

30

Article IV hereof;

(ii)           any breach by such Stockholder of any covenants made by such Stockholder herein; provided, however, that a Stockholder shall not be liable in any respect for any Losses resulting from any breach by any other Stockholder of any covenants made by such other Stockholder; and

(iii)          the enforcement by Buyer of its rights under this Section 11.2(b) against such Stockholder.

(c)           Following the Closing, Buyer shall indemnify the Stockholders and shall hold each of them harmless from and against all Losses that are incurred or suffered by any of them in connection with or resulting from:

(i)            any misrepresentation or breach of any representation or warranty made by Buyer in this Agreement, any Ancillary Agreement or any disclosure schedule furnished or to be furnished to the Stockholders in connection with or as contemplated by this Agreement;

(ii)           any breach of any covenant made by Buyer in this Agreement, any Ancillary Agreement or any disclosure schedule furnished or to be furnished to the Stockholders in connection with or as contemplated by this Agreement, whether such covenant requires performance prior to or after the Closing, or any breach of any covenant made by the Company in this Agreement, any Ancillary Agreement or any disclosure schedule furnished or to be furnished to the Stockholders in connection with or as contemplated by this Agreement, which covenant of the Company requires performance after the Closing; and

(iii)          the enforcement by the Stockholders of their rights under this Agreement.

(d)           Notwithstanding the foregoing, the Stockholders shall not be obligated to provide any such indemnification for Losses pursuant to claims under Section 11.2(a) hereof (other than claims under Section 11.2(a)(iii) hereof (relating to certain Taxes)) unless the aggregate amount of such Losses exceeds U.S.$4,000,000 (the “Threshold”), in which case the indemnitor will be liable only for its share of the Losses in excess of such Threshold as provided below.  The maximum amount of Losses Buyer may recover pursuant to claims under Section 11.2(a) hereof shall not exceed U.S.$40,000,000 (the “Maximum”); provided, however, that:

(i)            the maximum amount of Losses Buyer may recover pursuant to claims under Section 11.2(a)(iii) hereof (relating to certain Taxes) shall not exceed U.S.$15,000,000 (the “Special Tax Maximum”);

31

(ii)           with respect to each claim for indemnification brought under Section 11.2(a), no Stockholder will be liable for more than such Stockholder’s Stockholder Portion of the Losses relating to such claim (after taking into account the Threshold, the Maximum and the Special Tax Maximum, if applicable).  The maximum liability of each Stockholder for Losses relating to all claims for indemnification brought under Section 11.2(a) will in no event exceed the product obtained by multiplying (x) the Maximum (or, if greater, the amount of Losses if a claim relating to Section 3.1, Section 3.2 or Section 3.5 hereof) by (y) such Stockholder’s Stockholder Portion;

(iii)          the Threshold and Maximum shall not apply to Losses arising in respect of claims for misrepresentations and breach of warranties relating to Section 3.1 hereof (relating to organization), Section 3.2 hereof (relating to authority), Section 3.5 hereof (relating to capitalization) and all of Article IV hereof (relating to certain Stockholder representations), all of which may be asserted without limitation; and

(iv)          the Threshold shall not apply to Losses arising in respect of claims under Section 11.2(a)(iii) hereof (relating to certain Taxes).

Without limiting the forgoing, in no event shall the amount of Losses Buyer may recover from a particular Stockholder pursuant to claims under Section 11.2(a) or 11.2(b) hereof exceed the Purchase Price Payment received by such Stockholder (or in the case of a Tag Seller who is a member of Company management, the Purchase Price Payment received by such Tag Seller less any amount expended by such Tag Seller on legal fees with respect to such indemnification claim).

No limitation or condition of liability provided in this Article XI shall apply to Buyer, the Company or a particular Stockholder, respectively, for any misrepresentation or breach of warranty or covenant contained herein if such misrepresentation or breach of warranty or covenant was made by Buyer, the Company, or a particular Stockholder willfully or with intent to deceive (it being understood that no other Stockholder shall lose the benefits of the limitations and conditions of liability provided in this Article XI for breaches made willfully or with intent to deceive by a particular Stockholder).  For purposes of determining the existence of any misrepresentation, breach of warranty, or nonfulfillment of any covenant or agreement, or calculating the amount of any Losses incurred in connection with any such misrepresentation, breach of warranty, or nonfulfillment of any covenant or agreement, any and all references to Material Adverse Effect shall be disregarded.

The right to indemnification, payment of Losses or other remedy based on the representations, warranties, covenants and agreements contained herein will not be affected by any investigation

32

conducted with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant, or agreement; provided, however, that Buyer shall not be entitled to indemnification for Losses under this Article XI with respect to any breach of a representation or warranty set forth in Article III hereof if the Indemnitor can establish that Buyer had Buyer Knowledge of the falsity or inaccuracy of such representation or warranty on or before the date hereof; provided, further, that indemnification for such Losses shall only be limited or reduced by the amount of such Losses attributable to such falsity or inaccuracy for which Buyer had Buyer Knowledge on or before the date hereof.  For purposes of the forgoing, “Buyer Knowledge” means the actual knowledge of Joseph M. Silvestri.

(e)           (i)  A party entitled to indemnification hereunder shall herein be referred to as an “Indemnitee.”  A party obligated to indemnify an Indemnitee hereunder shall herein be referred to as an “Indemnitor.”  As soon as is reasonable after an Indemnitee either (a) receives notice of any claim or the commencement of any action by any third party which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder or (b) sustains any Loss not involving a third-party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under Article XI hereof, notify such Indemnitor in writing of such claim, action or Loss, as the case may be; provided, however, that failure to notify Indemnitor shall not relieve Indemnitor of its indemnity obligation, except to the extent Indemnitor is actually prejudiced in its defense of the action by such failure.  Any such notification must be in writing and must state in reasonable detail the nature and basis of the claim, action or Loss, to the extent known.  Except as provided in this Section 11.2, Indemnitor shall have the right, using counsel reasonably acceptable to the Indemnitee, to contest, defend, litigate or settle any such third-party claim which involves (and continues to involve) solely monetary damages; provided that the Indemnitor shall have notified the Indemnitee in writing of its intention to do so; provided, further, that (1) the Indemnitor expressly agrees in such notice to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor shall be solely obligated to fully satisfy and discharge the third-party claim (and all reasonable fees and expenses of Buyer and its indemnified parties incurred in connection with such third-party claim prior to Indemnitor’s assumption of the defense of such third-party claim), notwithstanding any limitation with respect to indemnification included in this Agreement other than (to the extent not required to be waived pursuant to clause (2) below) the Threshold, the Maximum or the Special Tax Maximum; (2) the Indemnitor shall in its notice to the Indemnitee (x) waive the applicability of the Threshold to such third party claim if the amount in controversy could reasonably be expected to be less than 200% of the Threshold or (y) waive the applicability of the Maximum or Special Tax Maximum (whichever maximum would otherwise be applicable to such third party claim) if the amount in controversy could reasonably be expected to be more than 200% of the Maximum or Special Tax Maximum (whichever

33

maximum would otherwise be applicable to such third party claim); (3) if reasonably requested to do so by the Indemnitee, the Indemnitor shall have made reasonably adequate provision to ensure the Indemnitee of the financial ability of the Indemnitor to satisfy the full amount of any adverse monetary judgment that may result from such third party claim; and (4) the Indemnitor shall diligently contest the third-party claim (the conditions set forth in clauses (1), (2), (3) and (4) being collectively referred to as the “Litigation Conditions”).  The Indemnitee shall have the right to participate in, and to be represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the Indemnitor; provided, that the Indemnitee shall be entitled to reimbursement therefor if the Indemnitor shall lose its right to contest, defend, litigate and settle the third-party claim.  The Indemnitor shall not be entitled, or shall lose its right, to contest, defend, litigate and settle the third-party claim if the Indemnitee shall at any time fail to satisfy the Litigation Conditions and such failure (if capable of being cured) is not cured within 10 business days after written notice of such failure to the Indemnitor by the Indemnitee.

(ii)           The Indemnitor, if it shall have assumed the defense of any third-party claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such third-party claim without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed).  The Indemnitor shall not, without the prior written consent of the Indemnitee, enter into any compromise or settlement which commits the Indemnitee to take, or to forbear to take, any action or which does not provide for a complete release by such third party of the Indemnitee.  The Indemnitee shall have the sole and exclusive right to settle any third-party claim, on such terms and conditions as it deems reasonably appropriate, to the extent such third-party claim involves equitable or other non-monetary relief, and shall have the right to settle any third-party claim involving monetary damages with the written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed.  All expenses (including without limitation attorneys’ fees) incurred by the Indemnitor in connection with the foregoing shall be paid by the Indemnitor.  No failure by an Indemnitor to acknowledge in writing its indemnification obligations under this Article XI shall relieve it of such obligations to the extent such obligations exist.

(iii)          If an Indemnitee is entitled to indemnification against a third-party claim, and the Indemnitor fails to accept a tender of, or assume the defense of, a third-party claim pursuant to this Section 11.2, the Indemnitor shall not be entitled, or shall lose its right, to contest, defend, litigate and settle such a third-party claim, and the Indemnitee shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith, to contest, defend and litigate such third-party claim, and may settle such third-party claim either before or after the initiation of litigation, at such time and upon such terms as the Indemnitee deems fair and reasonable, provided that at least ten (10) days prior to any such

34

settlement, written notice of its intention to settle is given to the Indemnitor.  If, pursuant to this Section 11.2, the Indemnitee so contests, defends, litigates or settles a third-party claim for which it is entitled to indemnification hereunder, then subject to the terms, conditions and limitations set forth in this Article XI, the Indemnitee shall be reimbursed by the Indemnitor for the reasonable attorneys’ fees and other expenses of contesting, defending, litigating and/or settling the third-party claim which are incurred from time to time.

11.3.        Insurance .  Any amount due as indemnification with respect to any claim under this Article XI shall take into account and shall be reduced by the amount of any insurance or indemnification proceeds actually paid by any third party in respect of the subject matter of such claim (after deducting all attorneys’ fees, expenses and other costs of recovery); provided, that the amounts of any increase in insurance premium or retroactive premiums or premium adjustments resulting solely from the making of such claim or claims against insurers shall, for this purpose, be deemed to be deducted from the amount so paid by such insurers; provided, further, that the Company agrees, at the request of the Stockholders’ Representative, to file a claim against any such insurer (but not indemnitor) and use its reasonable efforts to pursue any such filed claim, so long as the costs of such activities are paid by the Investors and the filing of such claim and such activities will not materially and adversely affect the business of the Company.

11.4.        Sole Remedy.  Following the Closing, the indemnification provided for in this Article XI shall be the sole remedy of the parties hereto and their respective successors or assigns in respect of any claim for monetary damages arising under or out of this Agreement or any Ancillary Agreement; provided, however, that this Section 11.4 shall not apply to Losses resulting from resulting from fraud.

11.5.        Tax Treatment.  Any indemnification payments under this Article XI shall be treated for Tax purposes as adjustments to the aggregate Purchase Price Payments.

ARTICLE XII
MISCELLANEOUS

12.1.        Interpretive Provisions.

(a)           Whenever used in this Agreement, (i) “including” (or any variation thereof) means including without limitation and (ii) any reference to gender shall include all genders.

(b)           For purposes of this Agreement, none of the Stockholders shall be

35

considered and affiliate of Buyer and no Buyer shall be considered an affiliate of any Stockholder.

(c)           The parties acknowledge and agree that (i) each party and its counsel have reviewed the terms and provisions of this Agreement and have contributed to its drafting, (ii) the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of it, and (iii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

12.2.        Entire Agreement.  This Agreement (including the disclosure schedules and the certificates and exhibits attached hereto) together with the Ancillary Agreements constitute the sole understanding of the parties with respect to the subject matter hereof.

12.3.        Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors, assigns, executors, administrators and heirs of the parties hereto; provided however, that this Agreement may not be assigned by any Stockholder or the Company without the prior written consent of Buyer or be assigned by Buyer without the prior written consent of the Stockholders’ Representative, except that (i) Buyer may, at its election and provided it remains liable for its obligations hereunder, assign this Agreement to any affiliate, and (ii) the Company and Buyer or any such assignee may make a collateral assignment of its rights (but not its obligations) under this Agreement to any lender providing financing to Buyer or the Company in connection with the Closing.

12.4.        Headings.  The headings of the Articles, Sections, and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

12.5.        Modification and Waiver.  No amendment, modification, or alteration of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the parties hereto, except that any of the terms or provisions of this Agreement may be waived in writing at any time by the party that is entitled to the benefits of such waived terms or provisions.  No single waiver of any of the provisions of this Agreement shall be deemed to or shall constitute, absent an express statement otherwise, a continuous waiver of such provision or a waiver of any other provision hereof (whether or not similar).  No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

12.6.        Expenses.  Except as otherwise expressly provided herein, the Company shall bear the reasonable out of pocket expenses incurred on or prior to the Closing Date by the Company,

36

Buyer and the Stockholders in each case incident to this Agreement and the transactions contemplated hereby, including, without limitation, all fees and disbursements of counsel and accountants retained by such party, whether or not the transactions contemplated hereby shall be consummated.

12.7.        Notices.  Any notice, request, instruction, or other document to be given hereunder by any party hereto to any other party shall be in writing and shall be given by delivery in person, by electronic facsimile transmission, by overnight courier or by registered or certified mail, postage prepaid (and shall be deemed given when delivered if delivered by hand, when transmission confirmation is received if telecopied, three days after mailing if mailed, and one business day after deposited with an overnight courier service if delivered by overnight courier), as follows:

if to CVC Europe, CVC EJ or the Stockholders’ Representative, to:

CVC Capital Partners SA
40 rue La Perouse
75116 Paris, France
Attn: Ronald A. Collins
Fax No.: +33-(0)1-4502-2301

with a copy (which shall not constitute notice to any of such Persons) to:

Kirkland & Ellis
153 East 53^rd Street
New York, NY 10022
Attn:  Adrian van Schie, Esq.

Fax No.: (212) 446-4900

if to Buyer to:

Citicorp Venture Capital Equity Partners, L.P.
399 Park Avenue, 14^th Floor
New York, NY 10043
Attention:  Joseph M. Silvestri
Fax No.: (212) 888-2940

with a copy (which shall not constitute notice to Buyer) to:

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Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
Attention: Craig L. Godshall, Esq.
Fax No.: (215) 994-2222

if to Paribas to:

BNP Paribas
787 Seventh Avenue
New York, New York 10019
Attention: Steve Alexander
Fax No.: (212) 841-3558

with a copy (which shall not constitute notice to Paribas) to:

Kenneth L. Spangler, Esq.
BNP Paribas
787 Seventh Avenue
New York, NY 10019
Fax No.: (212) 841-2599

If to the Company to:

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

Attention: Chief Executive Officer

Facsimile: (770) 263-8031

or at such other address for a party as shall be specified by like notice.

12.8.        Governing Law; Consent to Jurisdiction.  This Agreement shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within that jurisdiction.  Each party hereto, for itself and its successors and assigns, irrevocably agrees that any suit, action or proceeding arising out of or relating to this Agreement may be instituted in the United States District Court for the Southern

38

District of New York, United States of America or in the absence of jurisdiction, the state courts located in New York, New York, and generally and unconditionally accepts and irrevocably submits to the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby from which no appeal has been taken or is available in connection with this Agreement.  Each party, for itself and its successors and assigns, irrevocably waives any objection it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, including, without limitation, any objection based on the grounds of forum non conveniens, in the aforesaid courts.  Each of the parties, for itself and its successors and assigns, irrevocably agrees that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 12.7 hereof or at such other address of which the other parties shall have been notified in accordance with the provisions of Section 12.7 hereof, such service being hereby acknowledged by the parties to be effective and binding service in every respect.  Nothing herein shall affect the right to serve process in any other manner permitted by law.

12.9.        Public Announcements.  Neither any Stockholder, the Company nor Buyer shall make any public statements, including, without limitation, any press releases, with respect to this Agreement and the transactions contemplated hereby without the prior written consent of the Stockholders’ Representative and the Company, for public statements by Buyer, or of Buyer, for any public statements of the Company or the Stockholders (which consent shall not be unreasonably withheld) except as may be required by law.  If a public statement is required to be made by law, the parties shall consult with each other in advance as to the contents and timing thereof.

12.10.      No Third Party Beneficiaries.  Except as provided in Section 7.15 hereof, this Agreement is intended and agreed to be solely for the benefit of the parties hereto and their permitted successors and assigns, and no other party (other than the Stockholders’ Representative) shall be entitled to rely on this Agreement or accrue any benefit, claim, or right of any kind whatsoever pursuant to, under, by, or through this Agreement.

12.11.      Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

12.12.      Existing Shareholders Agreement.  All parties hereto (include any Tag Sellers) acknowledge and agree that upon Closing, the Shareholders Agreement shall terminate (it being understood that the parties to the Securities Holders Agreement described in Section 8.7 hereof will be bound by such Securities Holders Agreement).

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ARTICLE XIII
CERTAIN DEFINITIONS

The following terms shall have the meanings set forth below:

“Ancillary Agreement” means any agreement, exhibit, statement, document or certificate executed and delivered in accordance with or required by this Agreement, and any other agreement or certificate specifically identified as an Ancillary Agreement for purposes of this Agreement.

“business day” means any day other than a day on which banks in the State of New York or in London, England are required or authorized to be closed.

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

“Contracts” means all written agreements, contracts and commitments of the following types to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their properties is bound as of the date hereof and between the date hereof and the Closing Date (including, without limitation, real property leases and labor or employment-related agreements): (a) joint venture and limited partnership agreements; (b) mortgages, indentures, loan or credit agreements, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (c) agreements for the sale of goods or performance of services by or with any customer or vendor (or any group of related vendors) that had annual aggregate payments exceeding $5,000,000 in any of the last three calendar years; (d) lease agreements for machinery and equipment, motor vehicles, or furniture and office equipment or other personal property by or with any vendor (or any group of related vendors) that had annual aggregate payments exceeding $1,000,000 in any of the last three calendar years; (e) agreements restricting in any manner the right of the Company to compete with any other person, restricting the right of the Company to sell to or purchase from any other person; (f) agreements between the Company and any of its affiliates; (g) guaranties, performance, bid or completion bonds, surety and appeal bonds, return of money bonds, and surety or indemnification agreements; (h) custom bonds and standby letters of credit; (i) any license or other agreements to which the Company or any Subsidiary is a party regarding any Intellectual Property of the Company or any Subsidiary or any Intellectual Property of others; (j) other agreements, contracts and commitments which cannot be terminated by the Company or any Subsidiary on notice of thirty (30) days or less and without payment by the Company or any Subsidiary of less than $10,000 upon such termination and (k) powers of attorney.

“control” (including the terms “controlled by” and “under common control with”) means

40

the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of stock, as trustee or executor, by contract or credit arrangement or otherwise;

“GAAP” means United States generally accepted accounting principles.

“Knowledge” of a Stockholder means (i) with respect to each and every Stockholder, the actual knowledge of Ronald A. Collins and Rolly van Rappard and (ii) with respect to any particular Stockholder that is a natural person, the actual knowledge of such Stockholder himself.

“Losses” shall mean any and all losses, liabilities, damages (including, without limitation, special, consequential and punitive damages), penalties (including, without limitation, governmental penalties,) obligations, awards, fines, deficiencies, interest, claims (including third party claims (including, without limitation, whether or not meritorious), costs and expenses whatsoever (including, without limitation, reasonable attorneys’, consultants’ and other professional fees and disbursements of every kind, nature and description) resulting from, arising out of or incident to any matter for which indemnification is provided under this Agreement; provided, that Losses shall not include punitive damages unless payable to third parties.

“Material Adverse Effect” means any circumstance or event which, individually or in the aggregate with any other circumstance or event, is reasonably likely to have a materially adverse effect on the business, properties, operations, earnings, prospects, condition (financial or otherwise), products, assets, results of operations or liabilities of the Company or its Subsidiaries taken as a whole.  For the purposes of this Agreement, the determination of whether a breach of a representation and warranty or covenant of this Agreement shall be deemed to give rise to a Material Adverse Effect shall be determined on a cumulative basis by adding the effect of the breach of any such representation and warranty or covenant (determined without regard to any materiality or Material Adverse Effect qualifiers) to the effect of all other breaches of representations and warranties and covenants of this Agreement (determined without regard to any materiality or Material Adverse Effect qualifiers) for each of the applicable period or periods to which each such representation, warranties or covenants relate, in all cases before applying the materiality standard set forth in the preceding sentence, and then determining whether, for any of the applicable periods, such aggregate sum exceeds the materiality standard set forth in the preceding sentence.  For purposes of this definition of Material Adverse Effect, the effect of any matter as to any past period shall be determined based on its actual effect, and its effect as to any future period shall be determined based on the effect that such matter is reasonably likely to have.

“Person” or “person” means an individual, corporation, partnership, association, joint venture, limited liability company, trust, unincorporated organization, other entity or group (as

41

group is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).

“Reorganization” shall have the meaning assigned to it in the Amended and Restated Supplemental Indenture, effective December 14, 1999, among Euramax Ltd. and the other Issuers named therein, the Guarantors named therein and The Chase Manhattan Bank, as Trustee.

“Stockholder Portion” means, with respect to each Stockholder, the percentage obtained by dividing the number of shares of Company Stock being sold by such Stockholder hereunder by the aggregate number of shares of Company Stock outstanding as of the date hereof on a fully-diluted basis (taking into account exercises of any outstanding options).

“Subsidiary”  shall mean any corporation, partnership, joint venture or other entity in which the Company (a) owns, directly or indirectly, 50% or more of the outstanding voting securities or equity interests or (b) is a general partner with 50% or more of the voting partnership interests.

42

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

THE COMPANY
EURAMAX INTERNATIONAL, INC.
By:
	Name:
	Title:
BUYER
CITIGROUP VENTURE CAPITAL
EQUITY PARTNERS, L.P.
By: CVC PARTNERS LLC
Its: GENERAL PARTNER
By:
Name:
Title:
CVC EXECUTIVE FUND LLC
By: CITIGROUP VENTURE CAPITAL GP HOLDINGS, LTD., its Managing Member
			By:
				Name:
				Title:
CVC/SSB EMPLOYEE FUND, L.P.
By: CVC PARTNERS, LLC, its General Partner
By:
		Name:
		Title:

43

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

STOCKHOLDERS
CVC EUROPEAN EQUITY PARTNERS, L.P.
By:
Its:
By:
Name:
Title:
CVC EUROPEAN EQUITY PARTNERS (JERSEY), L.P.
By:
Its:
By:
Name:
Title:
BNP PARIBAS
By:
Name:
Title:
By:
	Name:
	Title:

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EXHIBIT 1.1

Stockholder	Number of Common Shares
CVC European Equity Partners, L.P.	178,115.21
CVC European Equity Partners (Jersey), L.P.	21,445.36
BNP Paribas	44,346.80

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Stockholder	Number of Common Shares
J. David Smith	2,938.42
Mitchell Lewis	2,234.12
David Pugh	1,029.51
R. Scott Vansant	1,495.32
Rob Dresen	632.85
Aloyse Wagener	598.29
Scott Anderson	585.00
Dudley Rowe	423.00
Stuart Wallis	3819.94
Richard Cashin	7,156.92
M. Saleem Muqaddam	132.99
Euramax International, Inc.*	883.75

*Refers to the shares being issued by the Company to the Fund at Closing in connection with the cash out of up to 633.75 option shares held by Nick Dowd and 250 option shares held by Ron Stepanchik.

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Exhibit 1.3

SALE NOTICE

TO:                         Euramax International, Inc. (the “Company”)

FROM:CVC European Equity Partners, L.P., CVC European Equity Partners (Jersey), L.P. and BNP Paribas (collectively, the “Investors”)

DATE:April 15, 2003

RE:Sale Notice pursuant to Section 1.3 of the Stock Purchase Agreement, dated the date hereof, among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the Investors (the “Stock Purchase Agreement”) and Section 3(c) of the Stockholders Agreement, dated December 8, 1999, by and among the Company and the stockholders named therein (the “Stockholders Agreement”)

This Sale Notice is being delivered to you pursuant to Section 1.3 of the Stock Purchase Agreement and Section 3(c) of the Shareholders Agreement.

(a)           Subject to the terms and conditions of the Stock Purchase Agreement, each Investor is proposing to sell all of its shares of Common Stock of the Company (a total of 243,907.37 shares) for a cash purchase price of U.S. $400.00 per share.  Citigroup Venture Capital Equity Partners, L.P. and its affiliates CVC Executive Fund LLC and CVC/SSB Employee Fund, L.P. (collectively, the “Buyers”) are the proposed purchasers.  The Buyers are affiliates of Citicorp Venture Capital.  The proposed purchase and sale of the shares are subject to all of the terms and conditions set forth in the Stock Purchase Agreement, which is attached as Exhibit A.

(b)           In accordance with Section 3(c) of the Stockholders Agreement and Section 1.3 of the Stock Purchase Agreement, the Company must notify all of the other stockholders of the Company of this Sale Notice on the date hereof.

(c)           Each other stockholder may elect to participate in the purchase and sale contemplated by the Stock Purchase Agreement, at the same purchase price of U.S. $400.00 per share and on the terms and conditions applicable to all “Stockholders” under the Stock Purchase Agreement, by delivering a written acceptance notice to the Investors within seven days of the date of this Sale Notice (the “Notice Deadline”).  The acceptance notice must indicate the maximum number of shares that stockholder desires to sell to the Buyer pursuant to the terms

47

and conditions of the Stock Purchase Agreement and must be accompanied by an executed Joinder to the Stock Purchase Agreement in the form attached as Exhibit B hereto.

(d)           It is a condition to the Buyers’ obligations to purchase shares that the stockholders identified on Schedule 8.8 to the Stock Purchase Agreement execute a letter agreement in the form attached hereto as Exhibit C (a “Letter Agreement”).  Each of those stockholders must include a signed Letter Agreement with his acceptance notice.

(e)           All acceptance notices, together with the required Joinders and (for those stockholders identified on Schedule 8.8 of the Stock Purchase Agreement) Letter Agreements, must be duly executed and delivered by the other stockholders to the Investors on or before the Notice Deadline.  Original execution copies of the foregoing documents will be accepted for delivery by the Investors at the following address:

Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania 19103-2793

Attention: Craig L. Godshall, Esq.

Phone No.: 215.994.2491

Fax No.: 215.994.2222

(f)            If anyone has any questions regarding this Sale Notice, they should contact Craig Godshall of Dechert LLP at (215) 994-2491.

	CVC European Equity Partners, L.P.
	By:
			Name:
			Title:
	CVC European Equity Partners (Jersey), L.P.
	By:
		Name:
		Title:
	BNP Paribas
By:
				Name:
				Title:

48

Exhibit A

STOCK PURCHASE AGREEMENT

(Attached)

49

Exhibit B

Form of Joinder

JOINDER TO THE STOCK PURCHASE AGREEMENT

THIS JOINDER to the Stock Purchase Agreement, dated April    , 2003, among Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P, Euramax International, Inc. (the “Company”) and the Stockholders of the Company named therein (the “Stock Purchase Agreement”), is made and entered into by the stockholder (“Stockholder”) whose signature appears below, on the date indicated below.

WHEREAS, Stockholder desires to participate in the purchase and sale contemplated by the Stock Purchase Agreement on the terms and conditions set forth therein, and Stockholder desired to become a party to the Stock Purchase Agreement in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Stockholder hereby agrees as follows:

(a)           By executing this Joinder I shall be fully bound by, and subject to, all of the agreements, covenants, terms and conditions of the Stock Purchase Agreement as though an original party thereto as a “Tag Seller” and a “Stockholder” thereunder.

(b)           I have full legal right, power and authority to enter into this Joinder and to perform my obligations hereunder without the need for the consent of any other person.

(c)           This Joinder has been duly authorized, executed and delivered by me and constitutes my valid and binding obligation enforceable against me in accordance with the terms hereof.

(d)           I have executed this Joinder and declare that the information contained herein is current, complete and accurate and may be relied upon by all parties to the Stock Purchase Agreement.

(e)           The validity, performance, construction and effect of this Joinder shall be governed by and construed in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

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STOCKHOLDER

Name:

Date:

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Exhibit C

Form Letter Agreement

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

April 15, 2003

Gentlemen:

This Letter Agreement (the “Letter Agreement”) sets forth a binding agreement and is entered into in connection with the Sale Notice (“Sale Notice”), dated April 15, 2003, from CVC European Equity Partners, L.P. (“CVC Europe”), CVC European Equity Partners (Jersey), L.P. (“CVC Europe Jersey”) and BNP Paribas (“Paribas”) to Euramax International, Inc., a Delaware corporation (the “Company”).  The Sale Notice was delivered pursuant to the terms of the Shareholders Agreement, dated December 8, 1999, by and among the Company, CVC Europe, CVC Europe Jersey, Citicorp Venture Capital, Ltd., Paribas and the stockholders of the Company named therein (the “Shareholders Agreement”) and the Stock Purchase Agreement, dated as of the date hereof, among Citigroup Venture Capital Equity Partners, L.P., the Company and the stockholders of the Company named therein (the “Stock Purchase Agreement”).

You hereby waive any “tag-along” rights you have pursuant to Paragraph 3(c) of the Shareholders Agreement or otherwise and any other rights you may have to sell shares of Company stock in the transactions contemplated by the Stock Purchase Agreement, except that you will sell, on the terms and conditions stated in the Stock Purchase Agreement, [     ] shares of Class A Common Stock to the Fund at Closing (as defined in the Stock Purchase Agreement).

You hereby acknowledge and agree that except for (1) grants of [        ] shares of Company restricted stock pursuant to a Restricted Stock Agreement entered into on the date hereof, made to you under the Company’s 2003 Equity Compensation Plan, in the event of, and subject to, the Closing and (2) [            ], neither the Company nor its subsidiaries are obligated to make any payments to you, or confer benefits or accelerate benefits of yours under

52

any contract, option agreement, benefit plan or any other plan or arrangement of or with the Company (including, without limitation, any severance or employment agreement between you and the Company or its subsidiaries, the Company’s 1999 Phantom Stock Plan, the Company’s Incentive Compensation Plan and the Company’s Supplemental Executive Retirement Plan) in connection with or as a result of the transactions contemplated by the Stock Purchase Agreement, and you are not entitled to or have any right to receive any payments, benefits or other compensation in connection with or as a result of the transactions contemplated by the Stock Purchase Agreement.

Please execute below to acknowledge your agreement to the foregoing terms.

	Very truly yours,
	EURAMAX INTERNATIONAL, INC.
	By:
	Name:
	Title:
ACKNOWLEDGED AND AGREED
TO:
[INSERT SHAREHOLDER’S NAME]
Dated: April 15, 2003

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EXHIBIT 8.6.1

               , 2003

Citigroup Venture Capital Partners, L.P.
CVC Executive Fund LLC
CVC/SSB Employee Fund, L.P.

Gentlemen:

We are issuing this opinion letter in our capacity as special legal counsel to CVC European Equity Partners, L.P., a Delaware limited partnership (the “Partnership”), in response to the requirement in Section 8.6 of the Stock Purchase Agreement dated as of April      , 2003 (the “Purchase Agreement”), by and among Euramax International, Inc. (“Euramax”), Citigroup Venture Capital Partners, L.P. (the “Fund”), CVC Executive Fund LLC (the ”Executive Fund”), CVC/SSB Employee Fund, L.P. (the “Employee Fund” and together with the Fund and the Executive Fund, the “Buyers” or “you”), the Partnership and certain other stockholders of Euramax.

Subject to the assumptions, qualifications, exclusions and other limitations which are identified in this letter and in the schedules attached to this letter, we advise you that:

1.             The Partnership is a limited partnership existing and in good standing under the Delaware Revised Uniform Limited Partnership Act, as revised (the “Act”).

2.             The Partnership has the partnership power to enter into and perform its obligations under the Purchase Agreement.

3.The Partnership’s execution, delivery and performance of the Purchase Agreement have been authorized by all necessary partnership action on the part of the Partnership.

4.The Partnership has duly executed and delivered the Purchase Agreement.

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5.The Partnership’s execution, delivery and performance of the Purchase Agreement do not violate its certificate of limited partnership or its amended and restated agreement of limited partnership.

6.The Purchase Agreement is a valid and binding obligation of the Partnership and is enforceable against the Partnership in accordance with its terms.

In preparing this letter, we have relied without any independent verification upon the assumptions recited in Schedule B to this letter and upon:  (i) information contained in certificates obtained from governmental authorities; (ii) factual information represented to be true in the Purchase Agreement; (iii) factual information provided to us by the Partnership in a Support Certificate signed by the Partnership and its general partner; and (iv) factual information we have obtained from such other sources as we have deemed reasonable.  We have assumed without investigation that there has been no relevant change or development between the dates as of which the information cited in the preceding sentence was given and the date of this letter and that the information upon which we have relied is accurate and does not omit disclosures necessary to prevent such information from being misleading.  For purposes of each opinion in paragraph 1, we have relied exclusively upon a certificate issued by the Secretary of State of the State of Delaware, and such opinion is not intended to provide any conclusion or assurance beyond that conveyed by that certificate.

While we have not conducted any independent investigation to determine facts upon which our opinions are based or to obtain information about which this letter advises you, we confirm that we do not have any actual knowledge which has caused us to conclude that our

55

reliance and assumptions cited in the preceding paragraph are unwarranted or that any information supplied in this letter is wrong.  The term “actual knowledge” whenever it is used in this letter with respect to our firm means conscious awareness at the time this letter is delivered on the date it bears by the following Kirkland & Ellis lawyers who have had significant involvement with negotiation or preparation of the Purchase Agreement  (herein called “our Designated Transaction Lawyers”): Adrian van Schie and Armand A. Della Monica.

Our advice on every legal issue addressed in this letter is based exclusively on the Act, except that the opinion in paragraph 6 is based on the internal law of New York and the federal law of the United States.  We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern.  Our opinions are subject to all qualifications in Schedule A and do not cover or otherwise address any law or legal issue which is identified in the attached Schedule C or any provision in the Purchase Agreement of any type identified in Schedule D.  Provisions in the Purchase Agreement which are not excluded by Schedule D or any other part of this letter or its attachments are called the “Relevant Agreement Terms.”

Our advice on each legal issue addressed in this letter represents our opinion as to how that issue would be resolved were it to be considered by the highest court of the jurisdiction upon whose law our opinion on that issue is based.  The manner in which any particular issue

56

would be treated in any actual court case would depend in part on facts and circumstances particular to the case, and this letter is not intended to guarantee the outcome of any legal dispute which may arise in the future.  It is possible that some Relevant Agreement Terms may not prove enforceable for reasons other than those cited in this letter should an actual enforcement action be brought, but (subject to all the exceptions, qualifications, exclusions and other limitations contained in this letter) such unenforceability would not in our opinion prevent you from realizing the principal benefits purported to be provided by the Relevant Agreement Terms.

This letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which our Designated Transaction Lawyers did not have actual knowledge at that time, by reason of any change subsequent to that time in any law covered by any of our opinions, or for any other reason.  The attached schedules are an integral part of this letter, and any term defined in this letter or any schedule has that defined meaning wherever it is used in this letter or in any schedule to this letter.

You may rely upon this letter only for the purpose served by the provision in the Purchase Agreement cited in the initial paragraph of this letter in response to which it has been delivered.  Without our written consent: (i) no person other than you may rely on this letter for any purpose; (ii) this letter may not be cited or quoted in any financial statement, prospectus, private placement memorandum or other similar document; (iii) this letter may not be cited or

57

quoted in any other document or communication which might encourage reliance upon this letter by any person or for any purpose excluded by the restrictions in this paragraph; and (iv) copies of this letter may not be furnished to anyone for purposes of encouraging such reliance.

Sincerely,

Kirkland & Ellis

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EXHIBIT 8.6.1

Schedule A

General Qualifications

All of our opinions (“our opinions”) in the letter to which this Schedule is attached (“our letter”) are subject to each of the qualifications set forth in this Schedule.

ARTICLE XIVBankruptcy and Insolvency Exception.  Each of our opinions is subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws.  This exception includes:

14.1.the Federal Bankruptcy Code and thus comprehends, among others, matters of turn-over, automatic stay, avoiding powers, fraudulent transfer, preference, discharge, conversion of a non-recourse obligation into a recourse claim, limitations on ipso facto and anti-assignment clauses and the coverage of pre-petition security agreements applicable to property acquired after a petition is filed;

14.2.all other Federal and state bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement and assignment for the benefit of creditors laws that affect the rights of creditors generally or that have reference to or affect only creditors of specific types of debtors;

14.3.state fraudulent transfer and conveyance laws; and

14.4.judicially developed doctrines in this area, such as substantive consolidation of entities and equitable subordination.

ARTICLE XVEquitable Principles Limitation.  Each of our opinions is subject to the effect of general principles of equity, whether applied by a court of law or equity.  This limitation includes principles:

15.1.governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made;

15.2.affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement;

15.3.requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;

15.4.requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract;

15.5.requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement;

15.6.requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement; and

15.7.affording defenses based upon the unconscionability of the enforcing party’s conduct after the parties have entered into the contract.

ARTICLE XVIOther Common Qualifications.  Each of our opinions is subject to the effect of rules of law that:

16.1.limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness;

16.2.provide that forum selection clauses in contracts are not necessarily binding on the court(s) in the forum selected;

16.3.limit the availability of a remedy under certain circumstances where another remedy has been elected;

16.4.provide a time limitation after which a remedy may not be enforced;

16.5.limit the right of a creditor to use force or cause a breach of the peace in enforcing rights;

16.6.relate to the sale or disposition of collateral or the requirements of a commercially reasonable sale;

16.7.limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct, unlawful conduct, violation of public policy or litigation against another party determined adversely to such party;

16.8.may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;

16.9.govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs; or

16.10.may permit a party that has materially failed to render or offer performance required by the contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance, or (ii) it was important in the circumstances to the aggrieved party that performance occur by the date stated in the contract.

ARTICLE XVIIReferenced Provision Qualification.  In addition, our opinions, insofar as they relate to the validity, binding effect or enforceability of a provision in the Purchase Agreement requiring the Partnership to perform its obligations under, or to cause any other person to perform its

A-2

obligations under, any provision (a “Referenced Provision”) of the Purchase Agreement or stating that any action will be taken as provided in or in accordance with any provision (also a “Referenced Provision”) of the Purchase Agreement, are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect and enforceability of such Referenced Provision.  Requirements in the Purchase Agreement that provisions therein may only be waived or amended in writing may not be enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any such provision.

A-3

EXHIBIT 8.6.1

ScheduleB

Assumptions

For purposes of our letter, we have relied, without investigation, upon each of the following assumptions:

1.The Partnership has the requisite title and rights to any property involved in the transactions effected under the Purchase Agreement (herein called the “Transactions”).

ARTICLE XVIIIThe Purchase Agreement constitute valid and binding obligations of yours and are enforceable against you in accordance with their terms (subject to qualifications, exclusions and other limitations similar to those applicable to our letter).

ARTICLE XIXYou have satisfied those legal requirements that are applicable to you to the extent necessary to entitle you to enforce the Purchase Agreement against the Partnership.

ARTICLE XXEach document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures (other than those of or on behalf of the Partnership) on each such document are genuine.

ARTICLE XXIThere has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

ARTICLE XXIIThe conduct of the parties to the Purchase Agreement has complied with any requirement of good faith, fair dealing and conscionability.

ARTICLE XXIIIYou have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the Transactions.

ARTICLE XXIVThere are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course or prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Purchase Agreement.

ARTICLE XXVThe constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue.

ARTICLE XXVIAll parties to the Transactions will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Purchase Agreement.

ARTICLE XXVIIAll agreements other than the Purchase Agreement (if any) with respect to which we have

provided advice in our letter or reviewed in connection with our letter would be enforced as written.

ARTICLE XXVIIIThe Partnership will not in the future take any discretionary action (including a decision not to act) permitted under the Purchase Agreement that would result in a violation of law or constitute a breach or default under any other agreements or court orders to which the Partnership may be subject.

ARTICLE XXIXThe Partnership has obtained (and will in the future obtain) all permits and governmental approvals required, and has taken (and will in the future take) all actions required, relevant to the consummation of the Transactions or performance of the Purchase Agreement.

ARTICLE XXXAll information required to be disclosed in connection with any consent or approval by the Partnership’s general partner or partners (or similar governing bodies) and all other information required to be disclosed in connection with any issue relevant to our opinions has in fact been fully and fairly disclosed to all persons to whom it is required to be disclosed.

B-2

EXHIBIT 8.6.1

Schedule C

Excluded Law and Legal Issues

None of the opinions or advice contained in our letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:

2.Federal securities laws and regulations (including the Investment Company Act of 1940 and all other laws and regulations administered by the United States Securities and Exchange Commission), state “Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments;

ARTICLE XXXIpension and employee benefit laws and regulations (e.g., ERISA);

ARTICLE XXXIIFederal and state antitrust and unfair competition laws and regulations;

ARTICLE XXXIIIFederal and state laws and regulations concerning filing and notice requirements other than requirements applicable to charter-related documents such as a certificate of merger;

ARTICLE XXXIVcompliance with fiduciary duty requirements;

ARTICLE XXXVthe statues and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the Federal, state or regional level — e.g., water agencies, joint power districts, turnpike and tollroad authorities, rapid transit districts or authorities, and port authorities) and judicial decisions to the extent that they deal with any of the foregoing;

ARTICLE XXXVIthe characterization of a transaction as one involving the creation of a lien on real property or a security interest in personal property, the characterization of a contract as one in a form sufficient to create a lien or a security interest, the creation, attachment, perfection, priority or enforcement of a lien on real property or a security interest in personal property or matters involving ownership or title to any real or personal property;

ARTICLE XXXVIIfraudulent transfer and fraudulent conveyance laws;

ARTICLE XXXVIIIFederal and state environmental laws and regulations;

ARTICLE XXXIXFederal and state land use and subdivision laws and regulations;

ARTICLE XLFederal and state tax laws and regulations;

ARTICLE XLIFederal patent, trademark and copyright, state trademark, and other Federal and state intellectual

property laws and regulations;

ARTICLE XLIIFederal and state racketeering laws and regulations (e.g., RICO);

ARTICLE XLIIIFederal and state health and safety laws and regulations (e.g., OSHA);

ARTICLE XLIVFederal and state labor laws and regulations;

ARTICLE XLVFederal and state laws, regulations and policies concerning (i) national and local emergency, (ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws;

ARTICLE XLVIother Federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes);

ARTICLE XLVIIany laws, regulations, directives and executive orders that prohibit or limit the enforceability of obligations based on attributes of the party seeking enforcement (e.g., the Trading with the Enemy Act and the International Emergency Economic Powers Act); and

ARTICLE XLVIIIthe effect of any law, regulation or order which hereafter becomes effective.

We have not undertaken any research for purposes of determining whether the Partnership or any of the Transactions which may occur in connection with the Purchase Agreement is subject to any law or other governmental requirement other than to those laws and requirements which in our experience would generally be recognized as applicable in the absence of research by lawyers in New York, and none of our opinions covers any such law or other requirement unless (i) one of our Designated Transaction Lawyers had actual knowledge of its applicability at the time our letter was delivered on the date it bears and (ii) it is not excluded from coverage by other provisions in our letter or in any Schedule to our letter.

C-2

EXHIBIT 8.6.2

Schedule D

Excluded Provisions

None of the opinions in the letter to which this Schedule is attached covers or otherwise addresses any of the following types of provisions which may be contained in the Purchase Agreement:

3.Covenants not to compete, including without limitation covenants not to interfere with business or employee relations, covenants not to solicit customers, and covenants not to solicit or hire employees.

ARTICLEXLIXIndemnification for negligence, willful misconduct or other wrongdoing or strict product liability or any indemnification for liabilities arising under securities laws.

ARTICLE L Provisions mandating contribution towards judgments or settlements among various parties.

ARTICLE LIWaivers of (i) legal or equitable defenses, (ii) rights to damages, (iii) rights to counter claim or set off,  (iv) statutes of limitations, (v) rights to notice, (vi) the benefits of statutory, regulatory, or constitutional rights, unless and to the extent the statute, regulation, or constitution explicitly allows waiver, (vii) broadly or vaguely stated rights, and (viii) other benefits to the extent they cannot be waived under applicable law.

ARTICLE LIIProvisions providing for forfeitures or the recovery of amounts deemed to constitute penalties, or for liquidated damages, acceleration of future amounts due (other than principal) without appropriate discount to present value, late charges, prepayment charges, interest upon interest, and increased interest rates upon default.

ARTICLE LIIITime-is-of-the-essence clauses.

ARTICLE LIVProvisions which provide a time limitation after which a remedy may not be enforced.

ARTICLE LVConfession of judgment clauses.

ARTICLE LVIAgreements to submit to the jurisdiction of any particular court or other governmental authority (either as to personal jurisdiction and subject matter jurisdiction); provisions restricting access to

courts; waiver of the right to jury trial; waiver of service of process requirements which would otherwise be applicable; and provisions otherwise purporting to affect the jurisdiction and venue of courts.

ARTICLE LVIIProvisions that attempt to change or waive rules of evidence or fix the method or quantum of proof to be applied in litigation or similar proceedings.

ARTICLE LVIIIProvisions appointing one party as an attorney-in-fact for an adverse party or providing that the decision of any particular person will be conclusive or binding on others.

ARTICLE LIXProvisions purporting to limit rights of third parties who have not consented thereto or purporting to grant rights to third parties.

ARTICLE LXProvisions which purport to award attorneys’ fees solely to one party.

ARTICLE LXIArbitration agreements.

ARTICLE LXIIProvisions purporting to create a trust or constructive trust without compliance with applicable trust law.

ARTICLE LXIIIProvisions relating to (i) insurance coverage requirements and (ii) the application of insurance proceeds and condemnation awards.

ARTICLE LXIVProvisions that provide for the appointment of a receiver.

ARTICLE LXVProvisions or agreements regarding proxies, shareholders agreements, shareholder voting rights, voting trusts, and the like.

ARTICLE LXVIConfidentiality agreements.

ARTICLE LXVIIProvisions in the Purchase Agreement requiring the Partnership to perform its obligations under, or to cause any other person to perform its obligations under, or stating that any action will be taken as provided in or in accordance with, any agreement or other document.

ARTICLE LXVIIIProvisions, if any, which are contrary to the public policy of any jurisdiction.

2

EXHIBIT 8.6.2

	, 2003
Citigroup Venture Capital Partners, L.P.
CVC Executive Fund LLC
CVC/SSB Employee Fund, L.P.
Gentlemen:

I am a member of the New York bar and Director and Associate General Counsel of the New York Branch of BNP PARIBAS, a banking corporation organized under the laws of the Republic of France (“BNP PARIBAS”) and, in such capacity, I am delivering this opinion in connection with the execution and delivery by BNP PARIBAS, of the Stock Purchase Agreement dated as of April 15, 2003 (the “Purchase Agreement”), by and among Euramax International, Inc. (“Euramax”), Citigroup Venture Capital Partners, L.P. (the “Fund”), CVC Executive Fund LLC (the ”Executive Fund”), CVC/SSB Employee Fund, L.P. (the “Employee Fund” and together with the Fund and the Executive Fund, the “Buyers” or “you”), CVC European Equity Partners, L. P., BNP PARIBAS and certain other stockholders of Euramax, pursuant to section 8.6 of the Purchase Agreement.

Subject to the assumptions, qualifications, exclusions and other limitations which

3

are identified in this letter and in the schedules attached to this letter, I  advise you that:

1.BNP PARIBAS is a corporation duly organized and validly existing under the laws of the Republic of France.  BNP PARIBAS is duly licensed to maintain the New York Branch and the New York Branch has the power and authority under such license to carry on a banking business in the State of New York and is duly established and existing under the laws of the State of New York.  BNP PARIBAS is the successor by merger to Banque Paribas.

2.BNP PARIBAS has the corporate power to enter into and perform its obligations under the Purchase Agreement.

3.The execution, delivery and performance of the Purchase Agreement by BNP PARIBAS has been authorized by all necessary corporate action.

4.BNP PARIBAS has duly executed and delivered the Purchase Agreement.

5.The execution, delivery and performance of the Purchase Agreement by BNP PARIBAS does not violate its certificate of incorporation.

6.The Purchase Agreement is a valid and binding obligation of BNP PARIBAS and is enforceable against BNP PARIBAS in accordance with its terms.

In preparing this letter, I have relied without any independent verification upon the assumptions recited in Schedule B to this letter and upon:  (i) information contained in certificates obtained from governmental authorities; (ii) factual information represented to be true in the Purchase Agreement; (iii) factual information provided to me by officers of BNP PARIBAS and contained in corporate records; and (iv) factual information I have obtained from such other sources as I have deemed reasonable.  I have assumed without investigation that there has been no relevant change or development between the dates as of which the information cited

4

in the preceding sentence was given and the date of this letter and that the information upon which we have relied is accurate and does not omit disclosures necessary to prevent such information from being misleading.

While I have not conducted any independent investigation to determine facts upon which our opinions are based or to obtain information about which this letter advises you, I confirm that I do not have any actual knowledge which has caused me to conclude that my reliance and assumptions cited in the preceding paragraph are unwarranted or that any information supplied in this letter is wrong.  The term “actual knowledge” whenever it is used in this letter means the conscious awareness at the time this letter is delivered on the date it bears by the following lawyer who has had significant involvement with negotiation or preparation of the Purchase Agreement  (herein called “Designated Transaction Lawyer”): Kenneth L. Spangler.

My advice on every legal issue addressed in this letter is based exclusively on the internal law of New York and the federal law of the United States.  We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern.  Our opinions are subject to all qualifications in Schedule A and do not cover or otherwise address any law or legal issue which is identified in the attached Schedule C or any provision in the Purchase Agreement of any type identified in Schedule D.  Provisions in the Purchase Agreement which are not excluded by

5

Schedule D or any other part of this letter or its attachments are called the “Relevant Agreement Terms.”

Our advice on each legal issue addressed in this letter represents our opinion as to how that issue would be resolved were it to be considered by the highest court of the jurisdiction upon whose law our opinion on that issue is based.  The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances particular to the case, and this letter is not intended to guarantee the outcome of any legal dispute which may arise in the future.  It is possible that some Relevant Agreement Terms may not prove enforceable for reasons other than those cited in this letter should an actual enforcement action be brought, but (subject to all the exceptions, qualifications, exclusions and other limitations contained in this letter) such unenforceability would not in our opinion prevent you from realizing the principal benefits purported to be provided by the Relevant Agreement Terms.

This letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which our Designated Transaction Lawyer did not have actual knowledge at that time, by reason of any change subsequent to that time in any law covered by any of our opinions, or for any other reason.  The attached schedules are an integral part of this letter, and any term defined in this letter or any schedule has that defined meaning wherever it is used in this letter or in any schedule to this letter.

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You may rely upon this letter only for the purpose served by the provision in the Purchase Agreement cited in the initial paragraph of this letter in response to which it has been delivered.  Without my written consent: (i) no person other than you may rely on this letter for any purpose; (ii) this letter may not be cited or quoted in any financial statement, prospectus, private placement memorandum or other similar document; (iii) this letter may not be cited or quoted in any other document or communication which might encourage reliance upon this letter by any person or for any purpose excluded by the restrictions in this paragraph; and (iv) copies of this letter may not be furnished to anyone for purposes of encouraging such reliance.

Sincerely,

Kenneth L. Spangler

Director and Associate General Counsel

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EXHIBIT 8.6.2

Schedule A

General Qualifications

All of the opinions (“our opinions”) in the letter to which this Schedule is attached (“our letter”) are subject to each of the qualifications set forth in this Schedule.

ARTICLE LXIXBankruptcy and Insolvency Exception.  Each of our opinions is subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws.  This exception includes:

69.1.the Federal Bankruptcy Code and thus comprehends, among others, matters of turn-over, automatic stay, avoiding powers, fraudulent transfer, preference, discharge, conversion of a non-recourse obligation into a recourse claim, limitations on ipso facto and anti-assignment clauses and the coverage of pre-petition security agreements applicable to property acquired after a petition is filed;

69.2.all other Federal and state bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement and assignment for the benefit of creditors laws that affect the rights of creditors generally or that have reference to or affect only creditors of specific types of debtors;

69.3.state fraudulent transfer and conveyance laws; and

69.4.judicially developed doctrines in this area, such as substantive consolidation of entities and equitable subordination.

ARTICLE LXXEquitable Principles Limitation.  Each of our opinions is subject to the effect of general principles of equity, whether applied by a court of law or equity.  This limitation includes principles:

70.1.governing the availability of specific performance, injunctive relief or other equitable remedies, which generally place the award of such remedies, subject to certain guidelines, in the discretion of the court to which application for such relief is made;

70.2.affording equitable defenses (e.g., waiver, laches and estoppel) against a party seeking enforcement;

70.3.requiring good faith and fair dealing in the performance and enforcement of a contract by the party seeking its enforcement;

70.4.requiring reasonableness in the performance and enforcement of an agreement by the party seeking enforcement of the contract;

70.5.requiring consideration of the materiality of (i) a breach and (ii) the consequences of the breach to the party seeking enforcement;

70.6.requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement; and

70.7.affording defenses based upon the unconscionability of the enforcing party’s conduct after the parties have entered into the contract.

ARTICLE LXXIOther Common Qualifications.  Each of our opinions is subject to the effect of rules of law that:

71.1.limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness;

71.2.provide that forum selection clauses in contracts are not necessarily binding on the court(s) in the forum selected;

71.3.limit the availability of a remedy under certain circumstances where another remedy has been elected;

71.4.provide a time limitation after which a remedy may not be enforced;

71.5.limit the right of a creditor to use force or cause a breach of the peace in enforcing rights;

71.6.relate to the sale or disposition of collateral or the requirements of a commercially reasonable sale;

71.7.limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct, unlawful conduct, violation of public policy or litigation against another party determined adversely to such party;

71.8.may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;

71.9.govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs; or

71.10.may permit a party that has materially failed to render or offer performance required by the contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance, or (ii) it was important in the circumstances to the aggrieved party that performance occur by the date stated in the contract.

ARTICLE LXXIIReferenced Provision Qualification.  In addition, our opinions, insofar as they relate to the validity, binding effect or enforceability of a provision in the Purchase Agreement requiring a party to perform its obligations under, or to cause any other person to perform its obligations

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under, any provision (a “Referenced Provision”) of the Purchase Agreement or stating that any action will be taken as provided in or in accordance with any provision (also a “Referenced Provision”) of the Purchase Agreement, are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect and enforceability of such Referenced Provision.  Requirements in the Purchase Agreement that provisions therein may only be waived or amended in writing may not be enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any such provision.

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EXHIBIT 8.6.2

Schedule B

Assumptions

For purposes of our letter, we have relied, without investigation, upon each of the following assumptions:

4.BNP PARIBAS has the requisite title and rights to any property involved in the transactions effected under the Purchase Agreement (herein called the “Transactions”).

ARTICLE LXXIIIThe Purchase Agreement constitute valid and binding obligations of yours and are enforceable against you in accordance with their terms (subject to qualifications, exclusions and other limitations similar to those applicable to our letter).

ARTICLE LXXIVYou have satisfied those legal requirements that are applicable to you to the extent necessary to entitle you to enforce the Purchase Agreement against BNP PARIBAS.

ARTICLE LXXVEach document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures (other than those of or on behalf of the Partnership) on each such document are genuine.

ARTICLE LXXVIThere has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

ARTICLE LXXVIIThe conduct of the parties to the Purchase Agreement has complied with any requirement of good faith, fair dealing and conscionability.

ARTICLE LXXVIIIYou have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the Transactions.

ARTICLE LXXIXThere are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course or prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Purchase Agreement.

ARTICLE LXXXThe constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue.

ARTICLE LXXXIAll parties to the Transactions will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Purchase Agreement.

ARTICLE LXXXIIAll agreements other than the Purchase Agreement (if any) with respect to which we have provided advice in our letter or reviewed in connection with our letter would be enforced as written.

ARTICLE LXXXIIIBNP PARIBAS will not in the future take any discretionary action (including a decision not to act) permitted under the Purchase Agreement that would result in a violation of law or constitute a breach or default under any other agreements or court orders to which the Partnership may be subject.

ARTICLE LXXXIVBNP PARIBAS has obtained (and will in the future obtain) all permits and governmental approvals required, and has taken (and will in the future take) all actions required, relevant to the consummation of the Transactions or performance of the Purchase Agreement.

ARTICLE LXXXVAll information required to be disclosed in connection with any consent or approval by BNP PARIBAS and all other information required to be disclosed in connection with any issue relevant to our opinions has in fact been fully and fairly disclosed to all persons to whom it is required to be disclosed.

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EXHIBIT 8.6.2

Schedule C

Excluded Law And Legal Issues

None of the opinions or advice contained in our letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:

5.Federal securities laws and regulations (including the Investment Company Act of 1940 and all other laws and regulations administered by the United States Securities and Exchange Commission), state “Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments;

ARTICLE LXXXVIpension and employee benefit laws and regulations (e.g., ERISA);

ARTICLE LXXXVIIFederal and state antitrust and unfair competition laws and regulations;

ARTICLE LXXXVIIIFederal and state laws and regulations concerning filing and notice requirements other than requirements applicable to charter–related documents such as a certificate of merger;

ARTICLE LXXXIXcompliance with fiduciary duty requirements;

ARTICLE XCthe statues and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the Federal, state or regional level — e.g., water agencies, joint power districts, turnpike and tollroad authorities, rapid transit districts or authorities, and port authorities) and judicial decisions to the extent that they deal with any of the foregoing;

ARTICLE XCIthe characterization of a transaction as one involving the creation of a lien on real property or a security interest in personal property, the characterization of a contract as one in a form sufficient to create a lien or a security interest, the creation, attachment, perfection, priority or enforcement of a lien on real property or a security interest in personal property or matters involving ownership or title to any real or personal property;

ARTICLE XCIIfraudulent transfer and fraudulent conveyance laws;

ARTICLE XCIIIFederal and state environmental laws and regulations;

ARTICLE XCIVFederal and state land use and subdivision laws and regulations;

ARTICLE XCVFederal and state tax laws and regulations;

ARTICLE XCVIFederal patent, trademark and copyright, state trademark, and other Federal and state intellectual property laws and regulations;

ARTICLE XCVIIFederal and state racketeering laws and regulations (e.g., RICO);

ARTICLE XCVIIIFederal and state health and safety laws and regulations (e.g., OSHA);

ARTICLE XCIXFederal and state labor laws and regulations;

ARTICLE CFederal and state laws, regulations and policies concerning (i) national and local emergency, (ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws;

ARTICLE CIother Federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes);

ARTICLE CIIany laws, regulations, directives and executive orders that prohibit or limit the enforceability of obligations based on attributes of the party seeking enforcement (e.g., the Trading with the Enemy Act and the International Emergency Economic Powers Act); and

ARTICLE CIIIthe effect of any law, regulation or order which hereafter becomes effective.

I have not undertaken any research for purposes of determining whether the Partnership or any of the Transactions which may occur in connection with the Purchase Agreement is subject to any law or other governmental requirement other than to those laws and requirements which in our experience would generally be recognized as applicable in the absence of research by lawyers in New York, and none of our opinions covers any such law or other requirement unless (i) one of the Designated Transaction Lawyer had actual knowledge of its applicability at the time our letter was delivered on the date it bears and (ii) it is not excluded from coverage by other provisions in our letter or in any Schedule to our letter.

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Schedule D

Excluded Provisions

6.None of the opinions in the letter to which this Schedule is attached covers or otherwise addresses any of the following types of provisions which may be contained in the Purchase Agreement:.

ARTICLE CIVCovenants not to compete, including without limitation covenants not to interfere with business or employee relations, covenants not to solicit customers, and covenants not to solicit or hire employees.

ARTICLE CVIndemnification for negligence, willful misconduct or other wrongdoing or strict product liability or any indemnification for liabilities arising under securities laws.

ARTICLE CVIProvisions mandating contribution towards judgments or settlements among various parties.

ARTICLE CVIIWaivers of (i) legal or equitable defenses, (ii) rights to damages, (iii) rights to counter claim or set off,  (iv) statutes of limitations, (v) rights to notice, (vi) the benefits of statutory, regulatory, or constitutional rights, unless and to the extent the statute, regulation, or constitution explicitly allows waiver, (vii) broadly or vaguely stated rights, and (viii) other benefits to the extent they cannot be waived under applicable law.

ARTICLE CVIIIProvisions providing for forfeitures or the recovery of amounts deemed to constitute penalties, or for liquidated damages, acceleration of future amounts due (other than principal) without appropriate discount to present value, late charges, prepayment charges, interest upon interest, and increased interest rates upon default.

ARTICLE CIXTime-is-of-the-essence clauses.

ARTICLE CXProvisions which provide a time limitation after which a remedy may not be enforced.

ARTICLE CXIConfession of judgment clauses.

ARTICLE CXIIAgreements to submit to the jurisdiction of any particular court or other governmental authority (either as to personal jurisdiction and subject matter jurisdiction); provisions restricting access to courts; waiver of the right to jury trial; waiver of service of process requirements which would otherwise be applicable; and provisions otherwise purporting to affect the jurisdiction and venue of courts.

ARTICLE CXIIIProvisions that attempt to change or waive rules of evidence or fix the method or quantum of

proof to be applied in litigation or similar proceedings.

ARTICLE CXIVProvisions appointing one party as an attorney-in-fact for an adverse party or providing that the decision of any particular person will be conclusive or binding on others.

ARTICLE CXVProvisions purporting to limit rights of third parties who have not consented thereto or purporting to grant rights to third parties.

ARTICLE CXVIProvisions which purport to award attorneys’ fees solely to one party.

ARTICLE CXVIIArbitration agreements.

ARTICLE CXVIIIProvisions purporting to create a trust or constructive trust without compliance with applicable trust law.

ARTICLE CXIXProvisions relating to (i) insurance coverage requirements and (ii) the application of insurance proceeds and condemnation awards.

ARTICLE CXXProvisions that provide for the appointment of a receiver.

ARTICLE CXXIProvisions or agreements regarding proxies, shareholders agreements, shareholder voting rights, voting trusts, and the like.

ARTICLE CXXIIConfidentiality agreements.

ARTICLE CXXIIIProvisions in the Purchase Agreement requiring BNP PARIBAS to perform its obligations under, or to cause any other person to perform its obligations under, or stating that any action will be taken as provided in or in accordance with, any agreement or other document.

ARTICLE CXXIVProvisions, if any, which are contrary to the public policy of any jurisdiction.

EX-10.2

Exhibit 10.2

SECURITIES HOLDERS AGREEMENT

BY AND AMONG

EURAMAX INTERNATIONAL, INC.

CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P.

CVC EXECUTIVE FUND LLC

CVC/SSB EMPLOYEE FUND, L.P.

CITICORP VENTURE CAPITAL LTD.

THE CONTINUING INVESTORS IDENTIFIED HEREIN

AND

THE MANAGEMENT INVESTORS IDENTIFIED HEREIN

Dated as of April 15, 2003

TABLE OF CONTENTS

ARTICLE I REPRESENTATIONS AND WARRANTIES
1.1.	Representations and Warranties of the Company
1.2.	Representations and Warranties of Each Investor
ARTICLE II CERTAIN RESTRICTIONS
2.1.	Restrictive Legends
2.2.	Restrictions on Transfers of Shares
2.3.	Certain Preemptive Rights
2.4.	Other Transfer Conditions; Permitted Transferees
2.5.	Termination of Certain Restrictions
2.6.	Notation
ARTICLE III OTHER COVENANTS, AGREEMENTS AND REPRESENTATIONS
3.1.	Intentionally Omitted
3.2.	Financial Statements and Other Information
3.3.	Regulatory Compliance Cooperation
3.4.	Required Sale
3.5.	Participation Rights
3.6.	Preemptive Rights
ARTICLE IV CORPORATE ACTIONS
4.1.	Directors and Voting Agreements
4.2.	Right to Remove Certain of the Company’s Directors
4.3.	Right to Fill Certain Vacancies in Company’s Board
4.4.	Approval Rights
ARTICLE V ADDITIONAL RESTRICTIONS ON MANAGEMENT INVESTORS
5.1.	Certain Definitions
5.2.	Purchase Option
5.3.	Involuntary Transfers
5.4.	Purchaser Representative
5.5.	Non-Compete Undertakings
ARTICLE VI REGISTRATION RIGHTS

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ARTICLE VII MISCELLANEOUS
7.1.	Amendment and Modification
7.2.	Survival of Representations and Warranties
7.3.	Successors and Assigns; Entire Agreement
7.4.	Separability
7.5.	Notices
7.6.	Governing Law
7.7.	Headings
7.8.	Counterparts
7.9.	Further Assurances
7.10.	Effective Time
7.11.	Remedies
7.12.	Party No Longer Owning Shares
7.13.	No Effect on Employment
7.14.	Pronouns
7.15.	Future Investors

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SECURITIES HOLDERS AGREEMENT

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

Background

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

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

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

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

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

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

Terms

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

ARTICLE I
REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE II
CERTAIN RESTRICTIONS

2.1.Restrictive Legends.

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

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

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

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

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

2.2.Restrictions on Transfers of Shares.

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

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

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

2.3.Certain Preemptive Rights.

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

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

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

2.4.Other Transfer Conditions; Permitted Transferees.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE III
OTHER COVENANTS, AGREEMENTS AND REPRESENTATIONS

3.1.Intentionally Omitted.

3.2.Financial Statements and Other Information.

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

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

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

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

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

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

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

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

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

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

3.4.Required Sale.

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

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

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

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

3.5.Participation Rights.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3.6.Preemptive Rights.

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

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

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

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

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

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Company given such Qualified Investor a Preemptive Notice.

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

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

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

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

ARTICLE IV
CORPORATE ACTIONS

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

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

(a)the Company’s chief executive officer;

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

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

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

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

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

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

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

4.4.Approval Rights.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V
ADDITIONAL RESTRICTIONS ON MANAGEMENT INVESTORS

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

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

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

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

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

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

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

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

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

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

5.2.Purchase Option.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ceases;

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

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

(i)actively engage in any other business; or

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

ARTICLE VI
REGISTRATION RIGHTS

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

ARTICLE VII
MISCELLANEOUS

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

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

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

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

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

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

If to the Company to:

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Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

Attention:  Chief Executive Officer

If to the Fund, to:

Citigroup Venture Capital Equity Partners, L.P.

399 Park Avenue, 14^th Floor

New York, New York 10043

Attention:  Joseph M. Silvestri

If to CVC, to:

Citicorp Venture Capital Ltd.

399 Park Avenue, 14^th Floor

New York, New York 10043

Attention:  Thomas F. McWilliams

If to the Management Investors, to:

J. David Smith

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

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

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

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

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

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

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

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

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

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

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

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

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

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

EURAMAX INTERNATIONAL, INC.
By:
	Name:
	Title:
CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P.
By: CVC PARTNERS, LLC, its General Partner
		By:
			Name:
			Title:
CVC EXECUTIVE FUND LLC
By: CITIGROUP VENTURE CAPITAL GP HOLDINGS, LTD., its Managing Member
		By:
			Name:
			Title:
CVC/SSB EMPLOYEE FUND, L.P.
By: CVC PARTNERS, LLC, its General Partner
		By:
			Name:
			Title:
CITICORP VENTURE CAPITAL LTD.
By:
	Name:
	Title:

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

CONTINUING INVESTORS:
NATASHA PARTNERSHIP
By:
	Name:
	Title:
NATASHA FOUNDATION
By:
	Name:
	Title:
David Thomas
ALCHEMY, L.P.
By:
Its:	General Partner
By:
	Name:
	Title:
THOMAS F. MCWILLIAMS FLINT TRUST
By:
	Name:
	Title:
Joseph M. Silvestri
Michael Delaney

32

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

CONTINUING INVESTORS:

William T. Comfort

John Weber

David Howe

Paul C. Schorr, IV

Richard Mayberry

Charles Corpening

James Urry

Paul E. Drack

33

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

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

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

MANAGEMENT INVESTORS:

J. David Smith

R. Scott Vansant

Mitchell B. Lewis

David Pugh

Rob Dresen

Aloyse Wagener

Scott Anderson

Dudley Rowe

Nick Dowd

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EXHIBIT 1 TO SECURITIES HOLDERS AGREEMENT

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“SEC” means the Securities and Exchange Commission.

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

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

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

38

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

(b)Demand Registrations.

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

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

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

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

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

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

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

40

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

(viii)415 Registrations.

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

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

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

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

41

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

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

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

(c)Piggyback Registrations.

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

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

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

42

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

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

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

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

(d)Holdback Agreements.

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

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

43

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

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

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

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

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

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

44

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

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

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

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

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

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

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

45

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

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

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

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

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

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

(f)Registration Expenses.

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

46

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

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

(g)Indemnification.

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

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

47

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

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

(iv)The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.  If for any reason the indemnification provided for in this Section 7 is unavailable to an indemnified party in respect of any Damages referred to therein, the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Damages in such proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and the indemnifying party, but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations.  The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that in no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the difference between the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such contribution obligation and all amounts previously contributed by such holder with respect to such Damages.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of fraudulent misrepresentation.

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

48

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

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

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

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

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

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

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

49

Facsimile No.: (770) 449-7354
With a copy to:
Citicorp Venture Capital, Ltd.
399 Park Avenue
14th Floor
New York, New York 10043
Attention:	Thomas F. McWilliams
Facsimile No.: (212) 888-2940
and
Citigroup Venture Capital Equity Partners, L.P.
399 Park Avenue
14th Floor
New York, New York 10043
Attention:	Joseph M. Silvestri
Facsimile No.: (212) 888-2940
To CVC:
Citicorp Venture Capital, Ltd.
399 Park Avenue
14th Floor
New York, New York 10043
Attention:	Thomas F. McWilliams
Facsimile No.: (212) 888-2940
To the Fund:
c/o Citigroup Venture Capital Equity Partners, L.P.
399 Park Avenue
14th Floor
New York, New York 10043
Attention:	Joseph M. Silvestri
Facsimile No.: (212) 888-2940
To any of the Managers:
c/o Euramax International, Inc.
5445 Triangle Parkway, Suite 350

50

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

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

(k)Miscellaneous.

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

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

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

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

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

51

invalidating the remainder of this Agreement.

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

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

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

*       *       *       *       *

52

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

EURAMAX INTERNATIONAL, INC.
By:
	Name:
	Title:
CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P.
By: CVC PARTNERS, LLC, its General Partner
By:
		Name:
		Title:
CVC EXECUTIVE FUND LLC
By: CITIGROUP VENTURE CAPITAL GP HOLDINGS, LTD., its Managing Member
By:
		Name:
		Title:
CVC/SSB EMPLOYEE FUND, L.P.
By: CVC PARTNERS, LLC, its General Partner
By:
		Name:
		Title:
CITICORP VENTURE CAPITAL LTD.
By:
	Name:
	Title:

53

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

INDIVIDUAL INVESTORS:
NATASHA PARTNERSHIP
By:
		Name:
		Title:
NATASHA FOUNDATION
By:
		Name:
		Title:
David Thomas
ALCHEMY, L.P.
By:
Its:	General Partner
By:
		Name:
		Title:
THOMAS F. MCWILLIAMS FLINT TRUST
By:
		Name:
		Title:
Joseph M. Silvestri
Michael Delaney

54

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

INDIVIDUAL INVESTORS:

William T. Comfort

John Weber

David Howe

Paul C. Schorr, IV

Richard Mayberry

Charles Corpening

James Urry

55

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

INDIVIDUAL INVESTORS:

David Howe

Noelle Doumar

Harris Newman

Diana Mayer

56

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

MANAGERS

J. David Smith

R. Scott Vansant

Mitchell B. Lewis

David Pugh

Rob Dresen

Aloyse Wagener

Scott Anderson

Nick Dowd

Ron Stepanchik

Dudley Rowe

Paul E. Drack

57

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

MANAGERS
SILVERSPICE LIMITED
By:
	Name:
	Title:

58

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

COURT SQUARE CAPITAL LIMITED
By:
	Name:
	Title:

59

EXHIBIT A-1

Common Stock

Investor	Class A Common Shares		Class B Common Shares
J. David Smith	8,815.25
Mitchell Lewis	6,702.35
David Pugh	3,088.51
R. Scott Vansant	4,485.95
Rob Dresen	1,898.55
Aloyse Wagener	1,794.85
Scott Anderson	1,453.87
Dudley Rowe	384.54
Nick Dowd	315.00
Paul E. Drack	779.87
Silverspice Limited	4668.82
Citicorp Venture Capital Ltd.	169,680.62
Natasha Partnership	5,616.22
Natasha Foundation	3,009.97
David Thomas	5,616.22
Alchemy, L.P.	1,270.36
Thomas F. McWilliams Flint Trust	245.37
Joseph M. Silvestri	4,322.02
Michael Delaney	399.01
James Urry	266.02
William T. Comfort	158.42
John Weber	327.12
David Howe	568.31
Paul C. Schorr IV	129.55
Richard Mayberry	199.50
Charles Corpening	262.54
Noelle Doumar	199.50
Diana Mayer	37.50
Harris Newman	37.50
CVC Executive Fund LLC	2,314.38	(1)
CVC/SSB Employee Fund, L.P.	2,597.50	(2)
Citigroup Venture Capital Equity Partners, L.P.	260,850.60	(3)

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

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

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

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EXHIBIT A-2

Restricted Shares and Option Shares

Management Investor	Restricted Shares	Option Shares
J. David Smith	3,380.60
Mitchell B. Lewis	2,041.00
David Pugh	424.00
R. Scott Vansant	2,041.00
Rob Dresen	315.00	2,500.00
Aloyse Wagener	423.00
Scott Anderson	315.00	3,000.00
Nick Dowd	315.00	4,086.25
Dudley Rowe	315.00	4,230.00

61

EX-10.3

Exhibit 10.3

Execution Copy

ADVISORY AGREEMENT

This Advisory Agreement (this “Agreement”) is made and entered into as of April 15, 2003 by and among Euramax International, Inc., a Delaware corporation (“Euramax” and together with all of the direct and indirect subsidiaries of Euramax, the “Euramax Group”), and CVC Management LLC, a Delaware limited liability company (“Advisor”).

WHEREAS, pursuant to the Stock Purchase Agreement, dated the date hereof, by and among Euramax, Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC and CVC/SSB Employee Fund, L.P. (collectively, the “Fund”), and the stockholders of Euramax named therein (the “Purchase Agreement”), the Fund will purchase at the Closing (as defined in the Purchase Agreement) shares of Euramax’s common stock from certain stockholders of the Company on the terms and subject to the conditions set forth in the Purchase Agreement;

WHEREAS, Advisor is an affiliate of the Fund and an indirect wholly-owned subsidiary of Citigroup Inc.;

WHEREAS, Euramax, on behalf of the Euramax Group, desires to retain Advisor and Advisor desires to perform for Euramax and/or the Euramax Group certain services;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and intending to be legally bound hereby, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, effective as of the Closing (the “Effective Time”) and without any further action required by any party hereto, hereby agree as follows:

1.Term.  This Agreement shall be in effect for an initial term of ten (10) years commencing at the Effective Time (the “Term”), and shall be automatically extended thereafter on a year to year basis unless Euramax or Advisor provides written notice of its desire to terminate this Agreement to the other party 90 days prior to the expiration of the Term or any extension thereof; provided, however, that this Agreement shall automatically terminate upon the closing of any transaction that constitutes a “Change of Control” or a “Public Offering” (as each such term is defined in the Company’s 2003 Equity Compensation Plan) of the Company.

2.Services. Advisor shall perform or cause to be performed such services for the Euramax and/or members of the Euramax Group as directed by Euramax’s board of directors, which may include, without limitation, the following:

(a)identification, support and analysis of acquisitions and dispositions by Euramax or its subsidiaries;

(b)support and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

(c)finance functions, including assistance in the preparation of financial projections, and monitoring of compliance with financing agreements;

(d)human resource functions, including searching and hiring of executives; and

(e)other services for Euramax or its subsidiaries upon which Euramax’s board of directors and Advisor agree.

Notwithstanding any provision in this Agreement to the contrary, each of the parties hereto acknowledges and agrees that there are no minimum levels of services required to be provided to the Euramax Group pursuant to this Agreement.

3.Advisory Fee.

(a)Subject to the terms and conditions herein, payment for services rendered by Advisor and/or its affiliates pursuant to this Agreement will equal the greater of (i) $600,000 per annum and (ii) One percent (1%) of annual Consolidated EBITDA (as defined below).  All fees described in this Section 3(a) shall be payable to Advisor or its designee on a quarterly basis in advance (based upon the parties’ estimate of the amount of fees and expenses that shall become due and payable for such quarter) commencing as of the Effective Time with respect to the first quarter of the current fiscal year (all such management fees, being “Advance Management Fees”).  Within ninety days after the end of each fiscal year of Euramax (commencing with the current fiscal year of Euramax), the Euramax Group will pay to Advisor an amount equal the greater of (A) $600,000 and (B) One percent (1%) of Consolidated EBITDA for such fiscal year as reflected in the audited consolidated financial statements of Euramax for such year less the aggregate of all Advance Management Fees paid to Advisor with respect to such fiscal year (the “Management Fees”); provided, that in no event shall Advisor be required to return any portion of the Advance Management Fees.  The Management Fees pursuant to this Section 3(a) for the fiscal year ended December 26, 2003 shall be calculated for the period beginning on December 28, 2002 and ending on the last day of such fiscal year.  For purposes hereof, the term “Consolidated EBITDA” means for Euramax and its subsidiaries, operating income, plus depreciation, amortization, any non-cash charges relating to write-downs of impaired assets or any other non-recurring charges and, to the extent deducted in determining operating income, any fees and expenses incurred pursuant to this Agreement.

(b)Transaction Fees.  The Euramax Group hereby agrees to pay to Advisor or its designee on the Closing Date (as defined in the Purchase Agreement) upon the consummation of the transactions contemplated by the Purchase Agreement a fee for services rendered in connection with the structuring of and assistance with the transactions contemplated by the Purchase Agreement and certain other management services in the amount of One Million Dollars ($1,000,000.00), plus reasonable out-of-pocket expenses.  Such fees shall be payable to Advisor or its designees by wire transfer to an account designated in writing by the Advisor.  In addition, during the term of this Agreement, the Euramax Group shall pay to Advisor or its designees a transaction fee in connection with the consummation of each acquisition, divestiture or financing (including any refinancing) by Euramax or any of its subsidiaries in an amount equal to One (1%) of the value of such transaction, plus reasonable out-of-pocket expenses;

2

provided, however, that no such transaction fee shall be payable in connection with transactions that are acquisitions, divestitures or financings (including any refinancings) between or among the Company and one or more of its subsidiaries or between or among subsidiaries.

(c)Collection of Fee.  Subject to the limitation described in Section 3(e) below, the decision whether to collect any fee contemplated by this Agreement (an “Advisory Fee”) in a given period shall be in the Advisor’s sole discretion.  The Advisor’s decision not to collect or to defer an Advisory Fee in any given year shall not be construed to be a waiver of the Advisor’s right to collect a deferred Advisory Fee or an Advisory Fee in any future period.

(d)Euramax hereby agrees to pay the reasonable out-of-pocket expenses of Advisor and its affiliates incurred in connection with the performance of the services contemplated by this Agreement.

(e)Restrictions.  Notwithstanding any other provision of this Section 3, the Euramax Group shall not be required to pay any of the Management Fees contemplated by Section 3(a), if and to the extent such payment is expressly prohibited by the provisions of (i) the Indenture dated as of September 25, 1996, as supplemented by the Amended and Restated Supplemental Indenture, dated as of December 14, 1999, by and among Euramax International Limited, certain other subsidiaries of Euramax named therein and Chase Manhattan Bank as Trustee or (ii) the Second Amended and Restated Credit Agreement, dated as of March 15, 2002, among the Company, certain subsidiaries of the Company named therein, the Lenders named therein and BNP Paribas as Agent, as the same may be amended, modified or supplemented, from time to time (the “Facility Agreements”), or any other credit, financing or other agreements or instruments binding upon the Euramax Group or their properties; provided, however, that if, as a result of the operation of any such prohibitions, payments otherwise owed hereunder are not made, such payments shall not be cancelled but rather shall accrue, and shall be payable by the Euramax group promptly when, and to the extent that, the Euramax Group is no longer prohibited from making such payments, together with accrued interest calculated at the Base Rate of interest then charged under the foregoing Second Amended and Restated Credit Agreement from the date such payment was due through the date of payment.  No amendment to this Agreement which results or could reasonably be expected to result in the incurrence of any additional liabilities by the Company hereunder shall be effective without the affirmative consent of the independent members of the board of directors of the Company.  This Section 3(e) will not prohibit nor restrict, in any manner, the Euramax Group’s obligation to make the payments specified in Section 3(a) or Section 3(b), to make reimbursements pursuant to Section 3(d), to provide indemnification pursuant to Section 6, or to make any other payments contemplated by this Agreement.

4.Personnel.  Advisor shall provide and devote to the performance of this Agreement such partners, employees and agents of Advisor as Advisor shall deem appropriate to the furnishing of the services required.

5.Liability.  Neither Advisor nor any other Indemnitee (as defined in Section 6 below) shall be liable to Euramax or any of its subsidiaries or affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of services contemplated

3

by this Agreement, unless such loss, liability, damage or expense shall be proven to result directly from gross negligence, willful misconduct or bad faith on the part of an Indemnitee acting within the scope of such person’s employment or authority. Advisor makes no representations or warranties, express or implied, in respect of the services to be provided by Advisor or any of the other Indemnitees.  Except as Advisor may otherwise agree in writing after the date hereof:  (i) Advisor shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly:  (A) engage in the same or similar business activities or lines of business as Euramax or any of its subsidiaries, including those competing with Euramax or any of its subsidiaries and (B) do business with any client or customer of Euramax or any of its subsidiaries; (ii) neither Advisor nor any officer, director, employee, partner, affiliate or associated entity thereof shall be liable to Euramax or any of its subsidiaries or affiliates for breach of any duty (contractual or otherwise) by reason of any such activities of or of such person’s participation therein; and (iii) in the event that Advisor acquires knowledge of a potential transaction or matter that may be a corporate opportunity for Euramax or any of its subsidiaries, on the one hand, and Advisor, on the other hand, or any other person, Advisor shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to Euramax or any of its subsidiaries and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Euramax Group or any of their affiliates for breach of any duty (contractual or otherwise) by reasons of the fact that Advisor directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Euramax Group.  In no event will any of the parties hereto be liable to any other party hereto for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) other than the Claims (as defined in Section 6 below) relating to the service to be provided by Advisor hereunder.

6.Indemnity.  Each of Euramax and its subsidiaries shall defend, indemnify and hold harmless each of Advisor, its affiliates, members, partners, employees and agents (collectively, the “Indemnitees”) from and against any and all loss, liability, damage or expenses arising from any claim by any person with respect to, or in any way related to, the performance of services contemplated by this Agreement (including attorneys’ fees) (collectively, “Claims”) resulting from any act or omission of any of the Indemnitees, other than for Claims which shall be proven to be the direct result of gross negligence, bad faith or willful misconduct by an Indemnitee.  Each of Euramax and its subsidiaries shall defend at its own cost and expense any and all suits or actions (just or unjust) which may be brought against Euramax, any of its subsidiaries or any of the Indemnitees or in which any of the Indemnitees may be impleaded with others upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance hereof by any of the Indemnitees, except that if such damage shall be proven to be the direct result of gross negligence, bad faith or willful misconduct by an Indemnitee, then Advisor shall reimburse Euramax and its subsidiaries for the costs of defense and other costs incurred by Euramax and its subsidiaries to the extent due to such gross negligence, bad faith or willful misconduct.

7.Notices.  All notices hereunder shall be in writing and shall be delivered personally or mailed by United States mail, postage prepaid, addressed to the parties as follows:

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To Euramax or the Euramax Group:

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

Attention:  Chief Executive Officer

Facsimile:  770.263.8031

To Advisor:

CVC Management LLC

399 Park Avenue, 14th Floor

New York, NY 10043

Attention:  Joseph M. Silvestri

Facsimile:  212.888.2940

8.Assignment.  Neither Euramax nor any member of the Euramax Group may assign any obligations hereunder to any other party without the prior written consent of Advisor (which consent shall not be unreasonably withheld), and Advisor may not assign any Advisor obligations hereunder to any other party without the prior written consent of Euramax (which consent shall not be unreasonably withheld); provided, that Advisor may, without consent of Euramax, assign its rights and obligations under this Agreement to any Permitted Transferee (as such term is defined in the Securities Holders Agreement, dated the date hereof, by and among Euramax and the stockholders of Euramax named therein) of the Fund.

9.Successors.  This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties.

10.Counterparts.  This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement.

11.Entire Agreement; Modification; Governing Law.  The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein.  No modifications of this Agreement nor waiver of the terms or conditions thereof shall be binding upon either party unless approved in writing by an authorized representative of such party.  All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

12.Effective Time.  This Agreement shall be effective as of the Effective Time without further action required on the part of any party hereto.  If the Closing does not

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occur and the Purchase Agreement is terminated, this Agreement shall have no force or effect and shall be deemed void ab initio.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Advisory Agreement as of the date first written above.

EURAMAX INTERNATIONAL, INC.

By:

Name:

Title:

CVC MANAGEMENT LLC

By:

Name:

Title:

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EX-10.4

Exhibit 10.4

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT

AMENDMENT NO. 1 (this “Amendment”), dated as of April 15, 2003, to the Executive Employment Agreement, dated as of October 1, 1999 (the “Employment Agreement”), by and between Euramax International, Inc., a Delaware corporation (the “Company”), and J. David Smith (“Executive”).

Background

The Company and the Executive desire to amend the Employment Agreement, in accordance with Section 3.12 thereof, and upon the terms and conditions and in the manner set forth below.

Terms

In consideration of the mutual covenants contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1.Definitions.  Section 1.1 of the Employment Agreement is hereby amended as follows:

The definition of “Investor Group” is hereby amended to read as follows:

“‘Investor Group’  means, collectively, the individuals and entities party to the Securities Holders Agreement dated April 15, 2003, and each of their respective Affiliates.”

The following definition is added, in its entirety, as follows:

“‘Closing’  means Closing as defined in the Stock Purchase Agreement, dated the date hereof, by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and CVC European Equity Partners, L.P., CVC European Equity Partners (Jersey), L.P., BNP Paribas (the “Stock Purchase Agreement”).”

Capitalized terms which are used but not defined herein shall have the meanings ascribed to them in the Employment Agreement.

2.Section 2.2(a).  Section 2.2(a) of the Employment Agreement is hereby amended to read, in its entirety, as follows:

“(a)Commencing on the Effective Date and continuing during the Employment Period, Executive shall serve as Chairman, President and Chief Executive Officer of Euramax and such other members of the Company Group as the Board shall determine and shall have the normal duties, responsibilities and

authority of a Person serving in such capacity in an organization of similar size and structure as Euramax, subject in each instance to the supervision and direction of the Board.”

3.Section 2.3(a).  Section 2.3(a) of the Employment Agreement is hereby amended to read, in its entirety, as follows:

“(a)During the Employment Period, Executive’s base salary shall be $525,000 per annum or such greater amount as the Board shall determine, from time to time, in its sole discretion (the “Base Salary”), which salary shall be payable in regular installments in accordance with the Company Group’s general payroll practices and shall be subject to customary withholding.  The Board shall conduct a salary review in twelve (12) months from the Closing.

4.Section 2.3(b).  Two new sentences at the end of Section 2.3(b) of the Employment Agreement are hereby inserted to read, in its entirety, as follows:

“Euramax and Executive acknowledge and agree that the target bonus shall be 60% of Executive’s Base Salary.  Upon the Closing (as defined in the Stock Purchase Agreement), Executive will receive a sale bonus of $656,250.”

5.Section 2.4(e).  Section 2.4(e) of the Employment Agreement is amended as follows:

The second sentence of Section 2.4(e) is hereby amended to read, in its entirety, as follows:

“In addition, during the Severance Period, Euramax will provide Executive and his qualified beneficiaries, as defined by Section 4980B(g)(1)(A) of the Internal Revenue Code, continued coverage under all insurance plans of Euramax, including, without limitation, all medical insurance and other health plans, life insurance and disability insurance plans of Euramax (the “Continued Benefits”) in which Executive or his qualified beneficiaries were a participant immediately prior to the Date of Termination or successor plans thereto, subject to the timely payment (inclusive of an extra thirty (30) day grace period with notice) by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Euramax under the terms of such plans in effect from time to time.”

Two new sentences to be the fourth and fifth sentence of Section 2.4(e) of the Employment Agreement are hereby inserted to read, in its entirety, as follows:

“In addition, after the Severance Period Executive shall be entitled to participate in the Company’s group health plan as in effect from time to time, provided that Executive elects such coverage and timely pays premiums equal to those charged

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by the Company to employees electing “continuation coverage” as that term is defined by Section 4980B of the Internal Revenue Code, substantially similar to that elected by Executive.  Executive’s participation for continued coverage in the group health plan for Executive and qualified dependents shall extend from the date of termination of Executive’s employment until the earlier of (i) the date Executive ceases to timely pay the required premiums within thirty (30) days of when due after notice, (ii) the date the Executive becomes covered under a group health plan of a subsequent employer, (iii) the later of the date upon which the Executive first becomes eligible for Medicare or attains the age sixty-five (65) or (iv) the date upon which the Company no longer maintains a group health plan for any of its employees.”

6.Section 2.4(i).  The first sentence of Section 2.4(i) of the Employment Agreement is hereby amended by deleting the phrase “,and then reduced for any other “parachute payments” (within the meaning of Section 280G of the Internal Revenue Code) to the Executive from the Company (including, without limitation, the acceleration of vesting of any stock or stock options).”

7.Section 2.8.  The Employment Agreement is hereby amended to include a Section 2.8, to read in its entirety, as follows:

“2.8Certain Repurchase Rights.  Notwithstanding any provisions to the contrary in the Securities Holders Agreement, dated the date hereof, by and among the Company and the holders specified therein (the “SHA”), upon any exercise by the Company of the Company’s Purchase Option (as defined in the SHA) in Section 5.2 of the SHA with respect to the Management Shares (as defined in the SHA) or the Management Options (as defined in the SHA) owned by the Executive, neither the Executive nor the Company will be obligated to consummate the purchase or sale contemplated by the Purchase Option (as defined in the SHA) unless each has approved the determination of the Fair Market Value (as defined in the SHA) of the Management Shares or the Management Options.  The Purchase Option applicable to Executive shall expire six (6) months after its exercise by the Company if no agreement on Fair Market Value has been reached at such time.”

8.Section 3.3.  Section 3.3 of the Employment Agreement is hereby amended to read, in its entirety, as follows:

“Notices.  All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed when received by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier, or one day after sent overnight.

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Such notices, demands and other communications will be sent to the address indicated below:

To Euramax:

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

To Executive:

J. David Smith

5130 Riverlake Drive, N.W.

Duluth, Georgia 30097-2367

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

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

10.Captions.  The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

11.Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be an original, and both of which together shall constitute one instrument.

12.Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws principles thereof which might refer such interpretations to the laws of a different state or jurisdiction.

13.Incorporation of Amendment.  On and after the date hereof, each reference in the Employment Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall be a reference to the Employment Agreement as amended hereby.

14.Continued Effectiveness of Employment Agreement.  Except as specifically amended above, all terms of the Employment Agreement shall remain unchanged and in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.

EURAMAX INTERNATIONAL INC.

By:

Name:

Title:

J. David Smith

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.

Stuart Wallis	Joseph Silvestri
Paul Drack

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EX-10.5

Exhibit 10.5

Execution Copy

EURAMAX INTERNATIONAL, INC.

2003 EQUITY COMPENSATION PLAN

1.             Purpose of the Plan

The purpose of the Plan is to assist the Company in attracting and retaining valued employees by offering them a greater stake in the Company’s success and a closer identity with it, and to encourage ownership of the Company’s stock by such employees.

2.             Definitions

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

2.2           “Affiliate” means with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity.

2.3           “Award” means an award of Options or Restricted Stock or any combination thereof.

2.4           “Award Share” means any share of Common Stock purchased upon the exercise of an Option or issued pursuant to an Award of Restricted Stock.

2.5           “Board” means the Board of Directors of the Company.

2.6           “Cause” means:

(a)           conviction of, pleading guilty to, or confessing to any felony;

(b)           the Optionee’s act or acts amounting to moral turpitude which are materially detrimental to the Company;

(c)           the Optionee’s fraud or embezzlement of funds or property of the Company or any Subsidiary;

(d)           chronic drug or alcohol abuse causing the Company or any Subsidiary substantial public disgrace or disrepute or economic harm; or

(e)           the Optionee’s substantial and repeated failure to perform duties as reasonably directed by the Board

and when such failure or act set forth in the preceding subparagraphs (a) through (e) is capable of remedy, such failure or act is not remedied within fifteen business days after written notice of such failure is given to the Employee by the Company.  For purposes of this Section, a resignation by the Optionee in anticipation of termination for Cause shall constitute a termination for Cause.  For these purposes, the Company shall determine in its sole and absolute discretion whether the Optionee’s termination of employment was the termination for Cause and the effective date of voluntary termination for Cause.

2.7           “Change of Control” shall mean, following the effective date of this Plan, the occurrence of any of the following events:

(a)           the acquisition in one or more transactions by any “Person” (as such term is used for purposes of Section 13(d) or Section 14(d) of the Act) but excluding, for this purpose, the Company or its Subsidiaries, any employee benefit plan of the Company or its Subsidiaries or any stockholder on the date hereof owning 5% of the Common Stock or any Affiliate of such stockholder, of “Beneficial Ownership” (within the meaning of Rule 13d-3 under the Act) of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”);

(b)           the individuals who, as of the effective date of the Plan, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board, and provided further that any reductions in the size of the Board that are instituted voluntarily by the Incumbent Board shall not constitute a Change of Control, and after any such reduction the “Incumbent Board” shall mean the Board as so reduced;

(c)           a merger or consolidation involving the Company if the stockholders of the Company or their Affiliates, immediately before such merger or consolidation, do not own, directly or indirectly, immediately following such merger or consolidation, more than fifty percent (50%)of the combined voting power of the outstanding Voting Securities of the corporation resulting from such merger or consolidation;

(d)           a complete liquidation or dissolution of the Company or a sale or other disposition of all or substantially all of the assets of the Company; or

(e)           acceptance by stockholders of the Company or their Affiliates of shares in a share exchange if the stockholders of the Company, immediately before such share exchange, do not own, directly or indirectly, immediately following such share exchange, more

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than fifty percent (50%) of the combined voting power of the outstanding Voting Securities of the corporation resulting from such share exchange.

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

2.9           “Committee” means the committee designated by the Board to administer the Plan under Section 4.  The Committee shall have at least two members, each of whom shall be a “non-employee director” as defined in Rule 16b-3 under the Act and an “outside director” as defined in Section 162(m) of the Code and the regulations thereunder.

2.10         “Common Stock” means the Class A common stock of the Company, par value $1.00 per share, or such other class or kind of shares or other securities resulting from the application of Section 9.

2.11         “Company” means Euramax International, Inc., a Delaware corporation, or any successor corporation.

2.12         “Director” means a member of the Board who is not an Employee.

2.13         “Disability” means a medically determinable disability arising from illness or accident, that (1) renders Executive incapable of performing the duties normally associated with his position with the Company or any similar position with the Company for which he is qualified by skill and experience and (2) is reasonably expected to either be permanent or to be of indefinite duration extending for more than 180 days.  Disability shall be determined on the basis of medical evidence provided to the Board, which is reasonably satisfactory to the Board.  The Board, in its discretion, may rely upon a report of Executive’s personal physician certifying that Executive is disabled within the meaning of this Section or may require the report of an independent physician selected by the Board.

2.14         “Employee” means an officer or other key employee of the Company, its Subsidiary or an Affiliate, including any member of the Board who is such an employee.

2.15         “Fair Market Value” means, on any given date:

(a)           if the Common Stock is listed on an established stock exchange or exchanges, the closing price of Common Stock on the principal exchange on which it is traded on such date, or if no sale was made on such date on such principal exchange, on the last preceding day on which the Common Stock was traded;

(b)           if the Common Stock is not then listed on an exchange, but is quoted on NASDAQ or a similar quotation system, the closing price per share for the Common Stock as quoted on NASDAQ or similar quotation system on such date;

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(c)           if the Common Stock is not then listed on an exchange or quoted on NASDAQ or a similar quotation system, the value, as determined in good faith by the Committee.

2.16         “Non-Qualified Stock Option” means an Option not intended to be an Incentive Stock Option, and designated as a Non-Qualified Stock Option by the Committee.

2.17         “Option” means the right, granted from time to time under the Plan, to purchase Common Stock for a specified period of time at a stated price.  An Option may be a Non-Qualified Stock Option.

2.18         “Participant” means an Employee who is designated by the Committee as eligible to participate in the Plan and who receives an Award under this Plan.

2.19         “Plan” means the Euramax International, Inc. 2003 Equity Compensation Plan herein set forth, as amended from time to time.

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

2.21         “Restricted Stock” means Common Stock awarded by the Committee under Section 7 of the Plan.

2.22         “Restriction Period” means the period during which Restricted Stock awarded under the Plan is subject to forfeiture.

2.23         “Section 162(m) Participant” means any key employee designated by the Committee as a key employee whose compensation for the fiscal year in which the key employee is so designated or a future fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code.

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

2.25         “Securities Holders Agreement” means that Agreement by and among the Company and the holders specified therein, dated April 15, 2003.

2.26         “Special Registration Statement” means (i) a registration statement on Forms S-8 or S-4 or any similar or successor form or any other registration statement relating to

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an exchange offer or an offering of securities solely to the Company’s employees or stockholders or (ii) a registration statement registering a Unit Offering.

2.27         “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company (or any subsequent parent of the Company) if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.28         “Unit Offering” means an underwritten public offering of a combination of debt securities and Common Stock (or warrants or exchange rights to purchase Common Stock) of the Company in which not more than fifteen percent (15%) of the gross proceeds received for the sale of such securities is attributed to Common Stock.

3.             Eligibility

Any Employee who is designated by the Committee as eligible to participate in the Plan shall be eligible to receive an Award under the Plan.

4.             Administration

4.1           Members of the Committee shall be appointed by and hold office at the pleasure of the Board.  Committee members may resign at any time by delivering written notice to the Board.  Vacancies in the Committee may be filled by the Board.

4.2           The Plan shall be administered by the Committee, which shall have full power to interpret and administer the Plan, and full authority to act in selecting the eligible Employees to whom Awards may be granted, in determining the times at which such Awards may be granted, in determining the time and the manner in which Options may be exercised, in determining the type and amount of Awards that may be granted, in determining the terms and conditions of Awards that may be granted under the Plan and the terms of agreements which will be entered into with Participants.  Such agreements may include provisions on the Company’s right to purchase any Common Stock issued to the Participant under the Plan upon the termination of the Participant’s service.  The Committee also shall have the power to establish different terms and conditions with respect to (i) the various types of Awards granted under the Plan, and (ii) the granting of the same type of Award to different Participants (regardless of whether the Awards are granted at the same time or at different times).

4.3           The Committee’s powers shall include, but not be limited to, the power to determine whether, to what extent and under what circumstances an Award is made and operates on a tandem basis with other Awards made hereunder and to grant Awards.

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4.4           The Committee shall have the power to adopt regulations for carrying out the Plan and to make changes in such regulations as it shall, from time to time, deem advisable.  The Committee shall have the full and final authority in its sole discretion to interpret the provisions of the Plan and to decide all questions of fact arising in the application of the Plan’s provisions, and to make all determinations necessary or advisable for the administration of the Plan.  Any interpretation by the Committee of the terms and provisions of the Plan and the administration thereof, and all action taken by the Committee, shall be final, binding, and conclusive for all purposes and upon all Participants.

4.5           Members of the Committee shall receive such compensation for their services as may be determined by the Board.  All expenses and liabilities which members of the Committee incur in connection with the administration of the Plan shall be paid by the Company.  The Committee may, with the approval of the Board, employ attorneys, consultants, accountants and other service providers.  The Committee, the Board, the Company and the Company’s officers shall be entitled to rely upon the advice and opinions of any such person.  No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made with respect to the Plan and all members of the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation in the manner provided in the Company’s bylaws.

5.             Shares of Stock Subject to the Plan

5.1           Subject to adjustment as provided in Section 9, the total number of shares of Common Stock available for Awards under the Plan shall be 35,719.6 shares of which (i) 26,150 shares shall be available for Options and (ii) 9,569.6 shares shall be available for Restricted Stock.

5.2           Any shares issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares.  Any shares issued by the Company through the assumption or substitution of outstanding grants from an acquired company shall not reduce the number of shares of Common Stock available for Awards under the Plan.  If any shares subject to any Award granted hereunder are forfeited or such Award otherwise terminates without the issuance of such shares, the shares subject to such Award, to the extent of any such forfeiture or termination, may be reissued at the discretion of the Committee.  In making any such reissuances, priority consideration will be given to issuances to replacements of departed employees whose options were so forfeited or terminated.

6.             Options

The grant of Options shall be subject to the following terms and conditions:

6.1           Option Grants:  Any Option granted under the Plan shall be evidenced by a written agreement executed by the Company and the Participant, which agreement shall

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conform to the requirements of the Plan and may contain such other provisions not inconsistent with the terms of the Plan as the Committee shall deem advisable.

6.2           Number of Shares:  The Committee shall specify the number of shares of Common Stock subject to each Option.

6.3           Option Price:  The price per share at which Common Stock may be purchased upon exercise of an Option shall be as determined by the Committee, provided that such price shall not be less than 100% of the Fair Market Value on the date of grant in the case of a Non-Qualified Stock Option.

6.4           Term of Option and Vesting:  The Committee shall specify when an Option may be exercisable and the terms and conditions applicable thereto.  The term of an Option shall in no event be greater than 10 years.

6.5           Exercise of Option and Payment of Option Price:  An Option may be exercised only for a whole number of shares of Common Stock.  The Committee shall establish the time and the manner in which an Option may be exercised.  The option price of the shares of Common Stock received upon the exercise of an Option shall be paid in full in cash at the time of the exercise or, with the consent of the Committee, in whole or in part in shares of Common Stock held by the Participant for at least 6 months and valued at their Fair Market Value on the date of exercise.

6.6           Termination:  The effect of a Participant’s termination shall be provided for in the applicable Non-Qualified Stock Option Agreement.

7.             Restricted Stock

An Award of Restricted Stock is a grant by the Company of a specified number of shares of Common Stock to the Participant, which shares are subject to forfeiture upon the happening of specified events.  A grant of Restricted Stock shall be subject to the following terms and conditions:

7.1           Grant of Restricted Stock Award.  Any Restricted Stock granted under the Plan shall be evidenced by a written agreement executed by the Company and the Participant, which agreement shall conform to the requirements of the Plan, and shall specify (i) the number of shares of Common Stock subject to the Award, (ii) the Restriction Period applicable to the Award and (iii) the events that will give rise to a forfeiture of the Award.  The agreement may contain such other provisions not inconsistent with the terms of the Plan as the Committee shall deem advisable.

7.2           Delivery of Restricted Stock.  Upon determination of the number of shares of Restricted Stock to be granted to the Participant, the Committee shall direct that a certificate

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or certificates representing the number of shares of Common Stock be issued to the Participant with the Participant designated as the registered owner.  The certificate(s) representing such shares shall be legended as to restrictions on the sale, transfer, assignment, or pledge of the Restricted Stock during the Restriction Period and deposited by the Participant, together with a stock power endorsed in blank, with the Company.

7.3           Dividend and Voting Rights.  Unless otherwise determined by the Committee, during the Restriction Period, the Participant shall have all of the rights of a stockholder, including the right to vote the shares of Restricted Stock and receive dividends and other distributions, provided that distributions in the form of Common Stock shall be subject to the same restrictions as the underlying Restricted Stock.

7.4           Receipt of Common Stock.  At the end of the Restriction Period, the Committee shall determine, in light of the terms and conditions set forth in the Restricted Stock agreement, the number of shares of Restricted Stock with respect to which the restrictions imposed hereunder shall lapse.  The Restricted Stock with respect to which the restrictions shall lapse shall be converted to unrestricted Common Stock by the removal of the restrictive legends from the Restricted Stock.  Thereafter, Common Stock equal to the number of shares of the Restricted Stock with respect to which the restrictions hereunder shall lapse shall be delivered to the Participant (or, where appropriate, the Participant’s legal representative).

7.5           Termination:  The effect of a Participant’s termination shall be provided for in the applicable Restricted Stock Agreement.

8.             Deferral Election

Notwithstanding any provision of the Plan to the contrary, any Participant may elect, with the concurrence of the Committee and consistent with any rules and regulations established by the Committee, to defer to a specified date the receipt of Restricted Stock that the Participant would otherwise be entitled to receive pursuant to an Award.  Notwithstanding such an election, the Committee may distribute the Restricted Stock deferred by all Participants pursuant to this Section 8 if the Committee determines, in its discretion, that the continued deferral of Common Stock hereunder is no longer in the best interest of the Company.

9.             Adjustments upon Changes in Capitalization

In the event of a reorganization, recapitalization, stock split, spin-off, split-off, split-up, stock dividend, issuance of stock rights, combination of shares, merger, consolidation or any other change in the corporate structure of the Company affecting Common Stock, or any distribution to stockholders other than a cash dividend, the Committee shall make appropriate equitable adjustment in the number and kind of shares authorized for use under the Plan and any equitable adjustments to outstanding Awards as it determines appropriate.  The adjustments to outstanding Awards shall include, without limitation, the number of shares covered, the respective prices and

8

limitations applicable to the outstanding Awards.  No fractional shares of Common Stock shall be issued pursuant to such an adjustment. The Fair Market Value of any fractional shares resulting from adjustments pursuant to this Section shall, where appropriate, be paid in cash to the Participant.  The determinations and adjustments made by the Committee pursuant to this Section 9 shall be conclusive.

Except as expressly provided herein, in the applicable Restricted Stock Agreement or in the applicable Non-Qualified Stock Option Agreement, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of any Award.  No adjustments shall be made with respect to any Award for dividends paid in cash or property other than securities of the Company.

10.          Change Of Control of the Company

10.1         Options.  With respect to all Options that are unexercised and outstanding, immediately prior to a Change of Control, such Options shall become immediately and fully vested and exercisable.  In furtherance of the foregoing, the Committee may, in its sole discretion, provide for one or more of the following:

(a)           such Options shall be canceled in exchange for a cash payment in an amount equal to the excess, if any, of the Fair Market Value of the Common Stock underlying an Option (to the extent such Option is exercisable at such time) as of the date of the Change of Control over the exercise price of the Option; and/or

(b)           such Options shall be terminated immediately prior to the Change of Control, provided that the Participant fails to exercise the Option (to the extent such Option is exercisable at such time) within a specified period (of at least seven days) following the Participant’s receipt of a written notice of such Change of Control and of the Company’s intention to terminate the Option prior to such Change of Control; and/or

(c)           such Options shall be assumed by the successor corporation, and shall be substituted with options involving the common stock of the successor corporation with equivalent value and with the terms and conditions of the substituted options being no less favorable than the Options granted by the Company.

10.2         Restricted Stock Awards.  With respect to Restricted Stock Awards that are outstanding, immediately prior to a Change of Control, all such Restricted Stock Awards shall become fully vested.

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11.          Effective Date, Termination and Amendment

The Plan shall become effective on the date it is approved by the Board. The Plan shall remain in full force and effect until the earlier of 10 years from the date of its adoption by the Board, or the date it is terminated by the Board.  The Board shall have the power to amend, suspend or terminate the Plan at any time, provided that no such amendment shall be made without stockholder approval to the extent such approval is required under Code §422, Code §162(m), the rules of a stock exchange or NASDAQ or any other applicable law.  Suspension or termination of the Plan pursuant to this Section 11 shall not affect Awards outstanding under the Plan at the time of suspension or termination.  Notwithstanding the third sentence of this Section 11, no amendment can be made that adversely affects the rights under an outstanding Award without the consent of the holder of the Award.

12.          Transferability

Except as provided below, Awards may not be pledged, assigned or transferred for any reason during the Participant’s lifetime, and any attempt to do so shall be void.  The Committee may grant Awards that are transferable by the Participant during his lifetime, but such Awards shall be transferable only to the extent specifically provided in the agreement entered into with the Participant.  The transferee of the Participant shall, in all cases, be subject to the provisions of the agreement between the Company and the Participant.  The rights of the transferee shall be no greater than the rights that would be acquired by the Participant’s estate if the Participant were to die prior to the transfer of the Award.

13.          General Provisions

13.1         No Employment or Service Rights.  Nothing contained in the Plan, or any Award granted pursuant to the Plan, shall confer upon any Employee any right with respect to continued employment by the Company, a Subsidiary or Affiliate, nor interfere in any way with the right of the Company, a Subsidiary or Affiliate to terminate the employment or service of any Employee at any time.

13.2         Termination of Employment or Service.  For purposes of this Plan, a transfer of employment or service between the Company and its Subsidiaries and Affiliates shall not be deemed a termination of employment or service.  However, individuals employed by or providing services to an entity that ceases to be a Subsidiary or an Affiliate shall be deemed to have incurred a termination of employment or service as of the date that such entity ceases to be a Subsidiary or an Affiliate.

13.3         Payment of Taxes.  The Company shall have the power to withhold, or require a Participant to remit to the Company, all taxes required to be paid in connection with any Award, the exercise thereof and the transfer of shares of Common Stock pursuant to this Plan.  The Company’s power to withhold a portion of the cash or Common Stock received

10

pursuant to an Award, or require that the Participant remit the applicable taxes shall extend to all applicable Federal, state, local or foreign withholding taxes.  In the case of the payment of Awards in the form of Common Stock or cash, or the exercise of Options, the Company shall have the right to retain the shares of Common Stock or cash to be paid pursuant to the Award, or the exercise of the Option, until the Company determines that the applicable withholding taxes have been satisfied.

13.4         Restrictions on Shares.  The Award Shares shall be subject to restrictions on transfer pursuant to applicable securities laws and the Securities Holders Agreement and shall bear a legend subjecting the Award Shares to those restrictions on transfer in accordance with the applicable Award.  The certificates shall also bear a legend referring to any restrictions on transfer arising hereunder or under any other applicable law, regulation, rule, agreement or the Securities Holders Agreement.

13.5         Requirements of Law.  The Plan and each Award under the Plan shall be subject to the requirement that if at any time the Committee shall determine that (i) the listing, registration or qualification of the Award Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any government regulatory body or (iii) an agreement by the recipient of an Award with respect to the disposition of the Award Shares is necessary or advisable as a condition of, or in connection with, the Plan or the granting of such Award or the issue or purchase of the Award Shares thereunder, the Award may not be consummated in whole or in part until such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.

13.6         Amending of Awards.  The Committee may amend any outstanding Awards to the extent it deems appropriate.  Such amendment may be made by the Committee without the consent of the Participant, except in the case of amendments adverse to the Participant, in which case the Participant’s consent is required to any such amendment.

13.7         No Stockholder Rights.  A Participant shall have no rights as a stockholder with respect to shares of Common Stock subject to an Award unless and until certificates for the Award Shares are issued to the Participant.

13.8         Participation of Foreign Nationals.  Without amending the Plan, Awards may be granted to Participants who are foreign nationals or employed or providing services outside the United States or both, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to further the purpose of the Plan.

13.9         Changes in Current Law.  A citation to any law, regulation or rule herein shall be construed to be a citation to the most recent version of, or successor to, any such law, regulation or rule.

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13.10       Effective Time.  This Plan shall be effective as of the Closing (as defined in the Stock Purchase Agreement, dated the date hereof, by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and CVC European Equity Partners, L.P., CVC European Equity Partners (Jersey), L.P., BNP Paribas (the “Stock Purchase Agreement”)) without further action required on the part of any party hereto.  If the Closing does not occur and the Stock Purchase Agreement is terminated, this Plan shall have no force or effect and shall be deemed void ab initio.

13.11       Required Approval.  The obligations of the Company hereunder are contingent upon approval of this Plan by more than 75% of the voting power of the Company’s outstanding stock (as determined under Section 280G(b)(5)(B)(i) of the Code and the Proposed Treasury Regulations promulgated under Code Section 280G).

13.12       Counterparts.  Any Stock Option Agreement or Restricted Stock Agreement evidencing an Award hereunder may be executed in two or more counterparts and by the parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.  These agreements may be executed by facsimile signature.

13.13       Headings.  Section headings are included only for ease of reference.  Headings are not intended to constitute substantive provisions of the Plan and shall not be used to interpret the scope of this Plan or the rights or obligations of the Company in any way.

13.14       Governing Law.  To the extent that Federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Delaware and construed accordingly.

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To record the adoption of the Plan, Euramax International, Inc. has caused its authorized officers to affix its corporate name and seal this 15^th day of April, 2003.

	EURAMAX INTERNATIONAL, INC.
Attest:

13

EX-10.6

Exhibit 10.6

RESTRICTED STOCK AGREEMENT

for the

Euramax International, Inc. 2003 equity compensation Plan

1.             Grant of Restricted Stock.  Subject to the restrictions contained in this agreement (the “Agreement”), and in the Euramax International, Inc. 2003 Equity Compensation Plan (the “Plan”), Euramax International, Inc. (the “Company”) hereby grants J. David Smith (the “Grantee”), effective on the Closing Date (as defined in the Stock Purchase Agreement, dated the date hereof, by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the stockholders of the Company named therein (the “Stock Purchase Agreement”)) (the “Grant Date”), 3,380.60 shares of Class A Common Stock (“Restricted Stock”).  All capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan unless the context clearly requires an alternative meaning. 

2.             Restriction Period.  Provided that Grantee has not voluntary terminated his or her employment with the Company, Grantee shall vest one hundred percent of the Award five years from the date of this Agreement.  Immediately prior to a Change of Control or a Public Offering, all unvested shares of Restricted Stock shall immediately vest and the Restriction Period with respect to such shares shall be accelerated as of the date of the Change of Control or the Public Offering.

3.             Termination of Employment.  If the Grantee voluntary terminates his or her employment, the Grantee will forfeit any unvested shares of Restricted Stock.  If the Grantee’s employment is terminated for any reason, including death or Disability, other than the voluntary termination of the Grantee, all unvested shares of Restricted Stock shall immediately vest and the Restriction Period with respect to such shares shall be accelerated as of the date of the Grantee’s death, Disability or other non-voluntary termination.

4.             Non-Transferability of Award.  The Grantee may not transfer any unvested shares of Restricted Stock acquired pursuant to this Award except by will or the laws of descent and distribution.  Following any such transfer, the terms of the grant shall remain the same except that the transferee shall be considered the Grantee.  The transferability of such shares shall also be limited by the Securities Holders Agreement.  A Grantee wishing to sell, encumber or otherwise dispose of vested shares of Class A Common Stock (or shares of Common Stock into which such shares of Class A Common Stock have been converted) may transfer such shares only as permitted by the terms of the Securities Holders Agreement.

5.             Right to Receive Dividends.  The Grantee will have the right to receive any dividends or other distributions paid on unvested shares of Restricted Stock.

6.             Securities Holders Agreement.  Grantee acknowledges and agrees that he is subject to the provisions of the Securities Holders Agreement with respect to the Restricted Stock granted herein. 

7.             Withholding.  The Company’s obligation to deliver the certificate(s) representing the shares of Restricted Stock shall be subject to the satisfaction of applicable federal, state and local tax withholding requirements.  Grantee may either tender cash payment to the Company in an amount equal to the required withholding or authorize the Company to withhold shares otherwise issuable to Grantee with a Fair Market Value equal to the required withholding.

8.             Amendments.  The Committee may from time to time amend the terms of this Agreement to the extent it deems appropriate to carry out the terms and provisions of the Plan; provided that any amendment adverse to the Grantee shall be effective only if consented to by the Grantee in writing.

9.             Interpretation of Agreement and Plan.  The Committee shall have sole power to interpret and construe any provisions of this Agreement or the Plan.  Any such interpretation or construction made by the Committee shall be final and binding on all parties.  In the event of any differences between the provisions of this Agreement and the terms of the Plan, the terms of the Plan will control.  A copy of the most recent version of the Plan is attached hereto.

10.           Grant Not to Affect Employment.  The shares of Restricted Stock granted hereunder shall not confer upon Grantee any right to continue in the employment of the Company. 

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

12.           Required Approval.  The obligations of the Company hereunder are contingent upon approval of this Agreement by more than 75% of the voting power of the Company’s outstanding stock (as determined under Section 280G(b)(5)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) and Proposed Treasury Regulation promulgated under Code Section 280G).

13.           Certain Additional Payments by the Company.

a.             Excess Parachute Payment.  If the payments under this Agreement either alone or in conjunction with any other payments or benefits made available to the Grantee by the Company or an Affiliate (as defined in the Plan) following a Change of Control (as defined in the Plan) of the Company result in the Grantee’s incurring the tax (the “Excise Tax”) imposed by Section 4999 of the Code on “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code, the Company will pay to Grantee an additional amount (the “Gross Up Payment”) necessary to reimburse Grantee on an after-tax basis (including FICA, excise taxes, interest and penalties) for the Excise Tax.  In determining the amount of the Gross Up Payment, Grantee will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of

2

Grantee’s residence in that same calendar year, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

b.             The Grantee agrees that he will not report any payments received from the Company following a Change of Control to the Internal Revenue Service (“IRS”) as being subject to the Excise Tax; provided that, if Grantee receives and provides to the Company a written opinion from Grantee’s tax counsel or from an accounting firm reasonably acceptable to the Company that it is substantially likely that Grantee will be subject to a penalty unless he reports such payments as subject to the Excise Tax, the Company shall within 30 days after the receipt of such an opinion, either (i) promptly pay the amount of the Excise Tax and the Gross Up Payment as provided in Section 13(a) hereof prior to the time such Excise Tax is due to Grantee, which Excise Tax amount Grantee covenants to pay to the IRS within 10 days after Grantee’s receipt thereof from the Company, or (ii) provide Grantee with an opinion effective as of the time of Grantee’s filing of his return relating to such payments, addressed to Grantee from a tax advisor or counsel reasonably acceptable to Grantee, which provides that there is a reasonable basis as defined in Treasury Regulation Section 1.6662-3(b)(3) for reporting the payments received by Grantee from the Company following a Change of Control to the IRS as not being subject to the Excise Tax.  If the IRS challenges Grantee’s position that the payments are not subject to the Excise Tax, the Company has the right, in its sole discretion and at its sole expense and with the Grantee’s co-operation, to defend that position and negotiate, dispute or litigate with the IRS in whatever forums the Company desires appropriate.  Any Gross Up Payment will only be made when such dispute is finally resolved or determined by final non-appealable authority.

14.           Miscellaneous.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 

15.           Securities Laws.  The Committee may from time to time impose any conditions on the shares of Restricted Stock as it deems necessary or advisable to ensure that all rights granted under the Plan satisfy the requirements of applicable securities laws. 

16.           Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.  This Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

17.           Governing Law.  To the extent not preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of State of Delaware.

[Signature page continues on following page]

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		J. DAVID SMITH
Dated:	April 15, 2003	By:
		EURAMAX INTERNATIONAL, INC.
Dated:	April 15, 2003	By:

[Attach Copy of Plan]

4

EX-10.7

Exhibit 10.7

RESTRICTED STOCK AGREEMENT

FOR THE

EURAMAX INTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLAN

1.             Grant of Restricted Stock.  Subject to the restrictions contained in this agreement (the “Agreement”), and in the Euramax International, Inc. 2003 Equity Compensation Plan (the “Plan”), Euramax International, Inc. (the “Company”) hereby grants Mitchell B. Lewis (the “Grantee”), effective on the Closing Date (as defined in the Stock Purchase Agreement, dated the date hereof, by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the stockholders of the Company named therein (the “Stock Purchase Agreement”)) (the “Grant Date”), 2,041.00 shares of Class A Common Stock (“Restricted Stock”).  All capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan unless the context clearly requires an alternative meaning.

2.             Restriction Period.  Provided that Grantee has not voluntary terminated his or her employment with the Company, Grantee shall vest one hundred percent of the Award five years from the date of this Agreement.  Immediately prior to a Change of Control or a Public Offering, all unvested shares of Restricted Stock shall immediately vest and the Restriction Period with respect to such shares shall be accelerated as of the date of the Change of Control or the Public Offering.

3.             Termination of Employment.  If the Grantee voluntary terminates his or her employment, the Grantee will forfeit any unvested shares of Restricted Stock.  If the Grantee’s employment is terminated for any reason, including death or Disability, other than the voluntary termination of the Grantee, all unvested shares of Restricted Stock shall immediately vest and the Restriction Period with respect to such shares shall be accelerated as of the date of the Grantee’s death, Disability or other non-voluntary termination.

4.             Non-Transferability of Award.  The Grantee may not transfer any unvested shares of Restricted Stock acquired pursuant to this Award except by will or the laws of descent and distribution.  Following any such transfer, the terms of the grant shall remain the same except that the transferee shall be considered the Grantee.  The transferability of such shares shall also be limited by the Securities Holders Agreement.  A Grantee wishing to sell, encumber or otherwise dispose of vested shares of Class A Common Stock (or shares of Common Stock into which such shares of Class A Common Stock have been converted) may transfer such shares only as permitted by the terms of the Securities Holders Agreement.

5.             Right to Receive Dividends.  The Grantee will have the right to receive any dividends or other distributions paid on unvested shares of Restricted Stock.

6.             Securities Holders Agreement.  Grantee acknowledges and agrees that he is subject to the provisions of the Securities Holders Agreement with respect to the Restricted Stock granted herein.

7.             Withholding.  The Company’s obligation to deliver the certificate(s) representing the shares of Restricted Stock shall be subject to the satisfaction of applicable federal, state and local tax withholding requirements.  Grantee may either tender cash payment to the Company in an amount equal to the required withholding or authorize the Company to withhold shares otherwise issuable to Grantee with a Fair Market Value equal to the required withholding.

8.             Amendments.  The Committee may from time to time amend the terms of this Agreement to the extent it deems appropriate to carry out the terms and provisions of the Plan; provided that any amendment adverse to the Grantee shall be effective only if consented to by the Grantee in writing.

9.             Interpretation of Agreement and Plan.  The Committee shall have sole power to interpret and construe any provisions of this Agreement or the Plan.  Any such interpretation or construction made by the Committee shall be final and binding on all parties.  In the event of any differences between the provisions of this Agreement and the terms of the Plan, the terms of the Plan will control.  A copy of the most recent version of the Plan is attached hereto.

10.           Grant Not to Affect Employment.  The shares of Restricted Stock granted hereunder shall not confer upon Grantee any right to continue in the employment of the Company.

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

12.           Required Approval.  The obligations of the Company hereunder are contingent upon approval of this Agreement by more than 75% of the voting power of the Company’s outstanding stock (as determined under Section 280G(b)(5)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) and Proposed Treasury Regulation promulgated under Code Section 280G).

13.           Certain Additional Payments by the Company.

a.             Excess Parachute Payment.  If the payments under this Agreement either alone or in conjunction with any other payments or benefits made available to the Grantee by the Company or an Affiliate (as defined in the Plan) following a Change of Control (as defined in the Plan) of the Company result in the Grantee’s incurring the tax (the “Excise Tax”) imposed by Section 4999 of the Code on “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code, the Company will pay to Grantee an additional amount (the “Gross Up Payment”) necessary to reimburse Grantee on an after-tax basis (including FICA, excise taxes, interest and penalties) for the Excise Tax.  In determining the amount of the Gross Up Payment, Grantee will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of

2

Grantee’s residence in that same calendar year, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

b.             The Grantee agrees that he will not report any payments received from the Company following a Change of Control to the Internal Revenue Service (“IRS”) as being subject to the Excise Tax; provided that, if Grantee receives and provides to the Company a written opinion from Grantee’s tax counsel or from an accounting firm reasonably acceptable to the Company that it is substantially likely that Grantee will be subject to a penalty unless he reports such payments as subject to the Excise Tax, the Company shall within 30 days after the receipt of such an opinion, either (i) promptly pay the amount of the Excise Tax and the Gross Up Payment as provided in Section 13(a) hereof prior to the time such Excise Tax is due to Grantee, which Excise Tax amount Grantee covenants to pay to the IRS within 10 days after Grantee’s receipt thereof from the Company, or (ii) provide Grantee with an opinion effective as of the time of Grantee’s filing of his return relating to such payments, addressed to Grantee from a tax advisor or counsel reasonably acceptable to Grantee, which provides that there is a reasonable basis as defined in Treasury Regulation Section 1.6662-3(b)(3) for reporting the payments received by Grantee from the Company following a Change of Control to the IRS as not being subject to the Excise Tax.  If the IRS challenges Grantee’s position that the payments are not subject to the Excise Tax, the Company has the right, in its sole discretion and at its sole expense and with the Grantee’s co-operation, to defend that position and negotiate, dispute or litigate with the IRS in whatever forums the Company desires appropriate.  Any Gross Up Payment will only be made when such dispute is finally resolved or determined by final non-appealable authority.

14.           Miscellaneous.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

15.           Securities Laws.  The Committee may from time to time impose any conditions on the shares of Restricted Stock as it deems necessary or advisable to ensure that all rights granted under the Plan satisfy the requirements of applicable securities laws.

16.           Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.  This Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

17.           Governing Law.  To the extent not preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of State of Delaware.

[Signature page continues on following page]

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			MITCHELL B. LEWIS
Dated:		April 15, 2003	By:
			EURAMAX INTERNATIONAL, INC.
Dated:	April 15, 2003		By:

[ATTACH COPY OF PLAN]

4

EX-10.8

Exhibit 10.8

RESTRICTED STOCK AGREEMENT

FOR THE

EURAMAX INTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLAN

1.             Grant of Restricted Stock.  Subject to the restrictions contained in this agreement (the “Agreement”), and in the Euramax International, Inc. 2003 Equity Compensation Plan (the “Plan”), Euramax International, Inc. (the “Company”) hereby grants R. Scott Vansant (the “Grantee”), effective on the Closing Date (as defined in the Stock Purchase Agreement, dated the date hereof, by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the stockholders of the Company named therein (the “Stock Purchase Agreement”)) (the “Grant Date”), 2,041.00 shares of Class A Common Stock (“Restricted Stock”).  All capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan unless the context clearly requires an alternative meaning.

2.             Restriction Period.  Provided that Grantee has not voluntary terminated his or her employment with the Company, Grantee shall vest one hundred percent of the Award five years from the date of this Agreement.  Immediately prior to a Change of Control or a Public Offering, all unvested shares of Restricted Stock shall immediately vest and the Restriction Period with respect to such shares shall be accelerated as of the date of the Change of Control or the Public Offering.

3.             Termination of Employment.  If the Grantee voluntary terminates his or her employment, the Grantee will forfeit any unvested shares of Restricted Stock.  If the Grantee’s employment is terminated for any reason, including death or Disability, other than the voluntary termination of the Grantee, all unvested shares of Restricted Stock shall immediately vest and the Restriction Period with respect to such shares shall be accelerated as of the date of the Grantee’s death, Disability or other non-voluntary termination.

4.             Non-Transferability of Award.  The Grantee may not transfer any unvested shares of Restricted Stock acquired pursuant to this Award except by will or the laws of descent and distribution.  Following any such transfer, the terms of the grant shall remain the same except that the transferee shall be considered the Grantee.  The transferability of such shares shall also be limited by the Securities Holders Agreement.  A Grantee wishing to sell, encumber or otherwise dispose of vested shares of Class A Common Stock (or shares of Common Stock into which such shares of Class A Common Stock have been converted) may transfer such shares only as permitted by the terms of the Securities Holders Agreement.

5.             Right to Receive Dividends.  The Grantee will have the right to receive any dividends or other distributions paid on unvested shares of Restricted Stock.

6.             Securities Holders Agreement.  Grantee acknowledges and agrees that he is subject to the provisions of the Securities Holders Agreement with respect to the Restricted Stock granted herein.

7.             Withholding.  The Company’s obligation to deliver the certificate(s) representing the shares of Restricted Stock shall be subject to the satisfaction of applicable federal, state and local tax withholding requirements.  Grantee may either tender cash payment to the Company in an amount equal to the required withholding or authorize the Company to withhold shares otherwise issuable to Grantee with a Fair Market Value equal to the required withholding.

8.             Amendments.  The Committee may from time to time amend the terms of this Agreement to the extent it deems appropriate to carry out the terms and provisions of the Plan; provided that any amendment adverse to the Grantee shall be effective only if consented to by the Grantee in writing.

9.             Interpretation of Agreement and Plan.  The Committee shall have sole power to interpret and construe any provisions of this Agreement or the Plan.  Any such interpretation or construction made by the Committee shall be final and binding on all parties.  In the event of any differences between the provisions of this Agreement and the terms of the Plan, the terms of the Plan will control.  A copy of the most recent version of the Plan is attached hereto.

10.           Grant Not to Affect Employment.  The shares of Restricted Stock granted hereunder shall not confer upon Grantee any right to continue in the employment of the Company.

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

12.           Required Approval.  The obligations of the Company hereunder are contingent upon approval of this Agreement by more than 75% of the voting power of the Company’s outstanding stock (as determined under Section 280G(b)(5)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) and Proposed Treasury Regulation promulgated under Code Section 280G).

13.           Certain Additional Payments by the Company.

a.             Excess Parachute Payment.  If the payments under this Agreement either alone or in conjunction with any other payments or benefits made available to the Grantee by the Company or an Affiliate (as defined in the Plan) following a Change of Control (as defined in the Plan) of the Company result in the Grantee’s incurring the tax (the “Excise Tax”) imposed by Section 4999 of the Code on “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code, the Company will pay to Grantee an additional amount (the “Gross Up Payment”) necessary to reimburse Grantee on an after-tax basis (including FICA, excise taxes, interest and penalties) for the Excise Tax.  In determining the amount of the Gross Up Payment, Grantee will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of

2

Grantee’s residence in that same calendar year, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

b.             The Grantee agrees that he will not report any payments received from the Company following a Change of Control to the Internal Revenue Service (“IRS”) as being subject to the Excise Tax; provided that, if Grantee receives and provides to the Company a written opinion from Grantee’s tax counsel or from an accounting firm reasonably acceptable to the Company that it is substantially likely that Grantee will be subject to a penalty unless he reports such payments as subject to the Excise Tax, the Company shall within 30 days after the receipt of such an opinion, either (i) promptly pay the amount of the Excise Tax and the Gross Up Payment as provided in Section 13(a) hereof prior to the time such Excise Tax is due to Grantee, which Excise Tax amount Grantee covenants to pay to the IRS within 10 days after Grantee’s receipt thereof from the Company, or (ii) provide Grantee with an opinion effective as of the time of Grantee’s filing of his return relating to such payments, addressed to Grantee from a tax advisor or counsel reasonably acceptable to Grantee, which provides that there is a reasonable basis as defined in Treasury Regulation Section 1.6662-3(b)(3) for reporting the payments received by Grantee from the Company following a Change of Control to the IRS as not being subject to the Excise Tax.  If the IRS challenges Grantee’s position that the payments are not subject to the Excise Tax, the Company has the right, in its sole discretion and at its sole expense and with the Grantee’s co-operation, to defend that position and negotiate, dispute or litigate with the IRS in whatever forums the Company desires appropriate.  Any Gross Up Payment will only be made when such dispute is finally resolved or determined by final non-appealable authority.

14.           Miscellaneous.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

15.           Securities Laws.  The Committee may from time to time impose any conditions on the shares of Restricted Stock as it deems necessary or advisable to ensure that all rights granted under the Plan satisfy the requirements of applicable securities laws.

16.           Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.  This Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

17.           Governing Law.  To the extent not preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of State of Delaware.

[Signature page continues on following page]

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			R. SCOTT VANSANT
Dated:		April 15, 2003	By:
			EURAMAX INTERNATIONAL, INC.
Dated:	April 15, 2003		By:

[ATTACH COPY OF PLAN]

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EX-10.9

Exhibit 10.9

Execution Copy

RESTRICTED STOCK AGREEMENT

FOR THE

EURAMAX INTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLAN

1.             Grant of Restricted Stock.  Subject to the restrictions contained in this agreement (the “Agreement”), and in the Euramax International, Inc. 2003 Equity Compensation Plan (the “Plan”), Euramax International, Inc. (the “Company”) hereby grants to [                    ] (the “Grantee”), effective on the Closing Date (as defined in the Stock Purchase Agreement, dated the date hereof, by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the stockholders of the Company named therein (the “Stock Purchase Agreement”)) (the “Grant Date”), [                    ] shares of Class A Common Stock (“Restricted Stock”).  All capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan unless the context clearly requires an alternative meaning.

2.             Restriction Period.  Provided that Grantee has not voluntary terminated his or her employment with the Company, Grantee shall vest one hundred percent of the Award on January 2, 2008.  Immediately prior to a Change of Control or a Public Offering, all unvested shares of Restricted Stock shall immediately vest and the Restriction Period with respect to such shares shall be accelerated immediately prior to the effectiveness of the Change of Control or the Public Offering.

3.             Termination of Employment.  If the Grantee voluntary terminates his or her employment, the Grantee will forfeit any unvested shares of Restricted Stock.  If the Grantee’s employment is terminated for any reason, including death or Disability, other than the voluntary termination of the Grantee, all unvested shares of Restricted Stock shall immediately vest and the Restriction Period with respect to such shares shall be accelerated as of the date of the Grantee’s death, Disability or other non-voluntary termination.

4.             Non-Transferability of Award.  The Grantee may not transfer any unvested shares of Restricted Stock acquired pursuant to this Award except by will or the laws of descent and distribution.  Following any such transfer, the terms of the grant shall remain the same except that the transferee shall be considered the Grantee.  The transferability of such shares shall also be limited by the Securities Holders Agreement.  A Grantee wishing to sell, encumber or otherwise dispose of vested shares of Class A Common Stock (or shares of Common Stock into which such shares of Class A Common Stock have been converted) may transfer such shares only as permitted by the terms of the Securities Holders Agreement.

5.             Right to Receive Dividends.  The Grantee will have the right to receive any dividends or other distributions paid on unvested shares of Restricted Stock.

6.             Securities Holders Agreement.  Grantee acknowledges and agrees that he is subject to the provisions of the Securities Holders Agreement with respect to the Restricted Stock granted herein.

7.             Withholding.  The Company’s obligation to deliver the certificate(s) representing the shares of Restricted Stock shall be subject to the satisfaction of applicable federal, state and local tax withholding requirements.  Grantee may either tender cash payment to the Company in an amount equal to the required withholding or authorize the Company to withhold shares otherwise issuable to Grantee with a Fair Market Value equal to the required withholding.

8.             Amendments.  The Committee may from time to time amend the terms of this Agreement to the extent it deems appropriate to carry out the terms and provisions of the Plan; provided that any amendment adverse to the Grantee shall be effective only if consented to by the Grantee in writing.

9.             Interpretation of Agreement and Plan.  The Committee shall have sole power to interpret and construe any provisions of this Agreement or the Plan.  Any such interpretation or construction made by the Committee shall be final and binding on all parties.  In the event of any differences between the provisions of this Agreement and the terms of the Plan, the terms of the Plan will control.  A copy of the most recent version of the Plan is attached hereto.

10.           Grant Not to Affect Employment.  The shares of Restricted Stock granted hereunder shall not confer upon Grantee any right to continue in the employment of the Company.

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

12.           Required Approval.  The obligations of the Company hereunder are contingent upon approval of this Agreement by more than 75% of the voting power of the Company’s outstanding stock (as determined under Section 280G(b)(5)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Proposed Treasury Regulations promulgated under Code Section 280G).

13.           Miscellaneous.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

14.           Securities Laws.  The Committee may from time to time impose any conditions on the shares of Restricted Stock as it deems necessary or advisable to ensure that all rights granted under the Plan satisfy the requirements of applicable securities laws.

15.           Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.  This Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

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16.           Governing Law.  To the extent not preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of State of Delaware.

	[NAME OF GRANTEE]
Dated:  April 15, 2003
	EURAMAX INTERNATIONAL, INC.
Dated:  April 15, 2003	By:

[Attach Copy of Plan]

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EX-10.10

Exhibit 10.10

NON-QUALIFIED STOCK OPTION AGREEMENT

FOR THE

EURAMAX INTERNATIONAL, INC.

2003 EQUITY COMPENSATION PLAN

This Non-Qualified Stock Option Agreement (the “Agreement”) consists of the following: the Grant and Award Agreement (below) and an Exercise Notice designated as Exhibit A, both of which are integral parts of one document that, together with the Euramax International, Inc. 2003 Equity Compensation Plan (the “Plan”), a copy of which is attached and designated as Exhibit B, defines the rights and obligations of the parties.

GRANT AND AWARD AGREEMENT

1.             Grant of Option and Exercise Price.  Subject to the terms and conditions set forth herein and in the Plan, Euramax International, Inc. (the “Company”) hereby grants to [                              ] (“Optionee”), effective as of the Closing Date (as defined in the Stock Purchase Agreement, dated the date hereof, by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the stockholders of the Company named therein (the “Stock Purchase Agreement”)) (the “Grant Date”), a stock option (the “Option”) to purchase up to [                          ] shares of Class A Common Stock of the Company (the “Option Shares”) at an exercise price of $[           ] per share (the “Exercise Price”).  The Option is a non-qualified stock option.

2.             Exercisability and Termination of Option.

a.             General Vesting Periods.  Subject to the other terms and provisions of this Agreement, the Option shall vest and be exercisable with respect to the indicated percentage of the total number of Option Shares, in accordance with the following:

Period of Time	Percentage of Option Shares with Respect to which the Option is Exercisable
From the Grant Date until the day prior to the first anniversary of the Grant Date	0	%
From the first anniversary of the Grant Date to the day prior to the second anniversary of the Grant Date	20	%
From the second anniversary of the Grant Date to the day prior to the third anniversary of the Grant Date	40	%

From the third anniversary of the Grant Date to the day prior to the fourth anniversary of the Grant Date	60	%
From the fourth anniversary of the Grant Date to the day prior to the fifth anniversary of the Grant Date	80	%
From the fifth anniversary of the Grant Date to the day prior to the Termination Date	100	%
From and after the Termination Date	0	%

For the purposes of this Agreement, the “Termination Date” shall be the date that is ten (10) years after the Grant Date.

b.             Continuous Employment with the Company or any Subsidiary Required.  Except as provided otherwise in Section 2(c) hereof, and notwithstanding anything to the contrary in Section 2(a) hereof, the Option may not be exercised unless the Optionee, at the time he attempts to exercise the Option, is then an employee of the Company or any Subsidiary.

c.             Termination of Employment.  Upon the Optionee ceasing to be an employee of the Company or any Subsidiary for any reason (including death or Disability), the Option shall terminate as of the date of such termination of employment as to that percentage of the total number of Option Shares with respect to which the Option was not vested and exercisable pursuant to Section 2(a) hereof as of such date.  With respect to the portion of the Option that is not so terminated (the “Vested Portion of the Option”), the Option shall be exercisable and shall terminate following such termination of employment as hereinafter provided in this Section 2(c).

(i)            Termination of Employment Other Than Due to Death or Disability or Termination for Cause or Involuntary Termination.  If the Optionee during his life ceases to be an employee of the Company or any Subsidiary for any reason, then, except as otherwise provided in Section 2(c)(ii) and 2(c)(iii) hereof, the Vested Portion of the Option shall thereafter be exercisable until the earlier of (A) the date which is three (3) months after the date of such termination of employment, or (B) the Termination Date, whereupon the Vested Portion of the Option shall cease to be exercisable and shall terminate.  The Company shall determine in its sole and absolute discretion the date of the Optionee’s termination of employment.

(ii)           Termination of Employment Due to Death or Disability.  If the Optionee ceases to be an employee of the Company or any Subsidiary due to the Optionee’s Disability or death, then in either event, the Vested Portion of the Option shall thereafter be exercisable until the earlier of (A) the date which is one (1) year after the date of such termination of employment, or (B) the Termination Date, whereupon the Vested Portion of the Option shall cease to be exercisable and shall terminate.

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(iii)          Voluntary Termination of Employment/Termination of Employment for Cause.  If the Optionee voluntarily terminates employment with the Company or any Subsidiary, or if the Optionee’s employment with the Company or any Subsidiary is terminated for “Cause” the Vested Portion of the Option shall cease to be exercisable and shall terminate as of the effective date of such voluntary termination of employment or termination of employment for Cause.

(iv)          Special Limitations on Manner for Exercising Option Following Termination of Employment.  Following the Optionee’s termination of employment, and notwithstanding anything to the contrary herein, the Optionee (or, upon Optionee’s death, the Optionee’s transferee) shall be permitted to exercise the Vested Portion of the Option only one (1) time following termination of employment.  Upon the exercise of all or any portion of the Vested Portion of the Option following termination of employment, the Vested Portion of the Option shall thereafter terminate and cease to be exercisable.

3.             Payment for Shares of Class A Common Stock.  Upon exercise of an Option and before delivery of the shares of Class A Common Stock, full payment for shares of Class A Common Stock purchased upon the exercise shall be made in cash, or, subject to the approval of the Committee, by (a) surrendering shares of Class A Common Stock that have an aggregate Fair Market Value equal to the aggregate Exercise Price and that have been held by Optionee for at least six months, or (b) after the Company completes a Public Offering, delivery of a properly executed exercise notice, together with irrevocable instructions to a Company-designated broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the Exercise Price.

4.             Manner of Exercise.

(A)          The Option shall be exercised by delivery of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”) which shall state Optionee’s election to exercise the Option, the number of shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company and contained in the Exercise Notice.  The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all exercised shares.  The Option shall be deemed to be exercised upon receipt by the Company of such fully-executed Exercise Notice accompanied by the aggregate Exercise Price.  The Exercise Notice shall be irrevocable once given.

(B)           In the event the shares issuable upon the exercise of the Option have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), at the time the Option is exercised, Optionee shall, concurrently with the exercise of all or any portion of the Option, take such action to comply with the securities laws of the United States or of any state, as the Company shall determine to be necessary.

(C)           Securities Holders Agreement.  A condition to exercise of the Option shall be the Optionee executing a joinder to the Securities Holders Agreement, to the extent the Optionee is not a party to the Securities Holders Agreement, satisfactory in form and substance to the Company.

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5.             Restrictive Legends and Stop-Transfer Orders.

(A)          Legends.  Certificates evidencing the Option Shares shall bear such legends as the Committee may determine appropriate in accordance with the terms of this Agreement and the Securities Holders Agreement.

(B)           Stop-Transfer Orders.  Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(C)           Refusal to Transfer.  The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of the Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred or as to which the Company has not received notice.

6.             Issuance of Certificates.  As promptly as is reasonably practicable after the exercise of the Option as determined by the Company, a certificate for the shares of Class A Common Stock issuable on the exercise of the Option shall be delivered to Optionee or to his personal representative, heir or legatee.

7.             Transferability.

(A)          The Option may not be transferred or assigned by Optionee except by will or the laws of descent and distribution or be exercised other than by Optionee or, in the case of his death, by his personal representative, heir or legatee.

(B)           The shares acquired upon the exercise of the Option may not be transferred except in accordance with the terms of the Securities Holders Agreement.

8.             Taxes.     Optionee shall be responsible to make appropriate provision for all taxes required to be withheld in connection with any Option, the exercise thereof and the transfer of the shares of Class A Common Stock.  Such responsibility shall extend to all applicable federal, state, local or foreign withholding taxes.  The Company shall have the right to retain the number of shares of Class A Common Stock whose aggregate Fair Market Value equals the amount to be withheld in satisfaction of the applicable withholding taxes.

9.             Rights Prior to Exercise.  Neither Optionee nor his personal representative, heir or legatee shall have any of the rights of a stockholder with respect to any Class A Common Stock until the date of the issuance to him or her of a certificate for such Class A Common Stock as provided herein.

10.           Optionee’s Representations and Warranties.  By execution of this Agreement, Optionee represents and warrants to the Company as follows:

a.             Optionee is accepting this Option solely for Optionee’s own account for investment and not with a view to or for sale or distribution of the Option or the

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Option shares and not with any present intention of selling, offering to sell, or otherwise disposing of or distributing the Option or the Option Shares.  The entire legal and beneficial interest of the Option herein accepted is for and will be held for the account of the Optionee only and neither in whole nor part for any other person.

b.             Optionee is an employee of the Company and is familiar with the Company and its plans, operations and financial condition.  Prior to the acceptance of this Option, Optionee has received and reviewed the information Optionee deems necessary and appropriate to enable an evaluation of the advisability of entering into this Agreement.

c.             Optionee acknowledges that the Option and Option Shares are to be granted or issued and sold to Optionee without registration in reliance upon certain exemptions under the Securities Act, and in reliance upon certain exemptions from registration requirements under applicable state securities laws.

d.             Optionee will make no transfer or assignment of any of the Option Shares except in compliance with the Securities Act, or any other applicable securities laws.  Optionee consents and agrees that a legend to such effect may be affixed to the certificate or certificates representing the Option Shares issued to Optionee.

e.             Optionee is aware that no federal or state agency has made the recommendation or endorsement of the Option Shares or any finding or determination as to the fairness of the investment in such Option Shares.

f.              Optionee has full legal power and authority to execute and deliver and to perform Optionee’s obligations under this Agreement, and such execution, delivery and performance with not violate any agreement, contract, law, rule, decree or other legal restriction by which Optionee is bound.

g.             Optionee acknowledges and understands that this Agreement is not designed to comply with Section 422 of the Code.  Optionee further understands that the Company makes no warranties or representations regarding the impact the Option or the exercise of the Option will have on Optionee’s federal or particular state income tax liabilities.

The Company may require that the Optionee provide it with a certificate at the time of exercise of this Option confirming that the representations and warranties set forth in this Section 10 are true and correct as of the date of exercise or with such other documents or instruments as may be necessary or desirable in order to establish that the issuance is exempt from registration under or to company with the requirements of all federal and applicable state securities laws.

11.           Amendments.  The Committee may from time to time amend the terms of this Agreement to the extent it deems appropriate to carry out the terms and provisions of the Plan; provided that any amendment adverse to Optionee shall be effective only if consented to by Optionee in writing.

12.           Interpretation of Agreement and Plan.  The Committee shall have sole power to interpret and construe any provisions of this Agreement or the Plan.  Any such interpretation or construction made by the Committee shall be final and conclusive and, insofar

5

as possible, shall be consistent with the requirements of a non-qualified stock option.  In the event of any differences between the provisions of this Agreement and the terms of the Plan, the terms of the Plan will control.  A copy of the most recent version of the Plan is attached hereto as Exhibit B.  Any terms used herein and not defined shall have the meanings ascribed to them in the Plan.

13.           Option Not to Affect Employment or Service.  The Option granted hereunder shall not confer upon Optionee any right to continue in the employment or service of the Company, its Subsidiaries or Affiliates.

14.           Miscellaneous.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  All capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan unless the context clearly requires an alternative meaning.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

15.           Securities Laws.  The Committee may from time to time impose any conditions on the exercise of the Option as it deems necessary or advisable to ensure that all rights granted under the Plan satisfy the requirements of applicable securities laws.  Such conditions may include, without limitation, the partial or complete suspension of the right to exercise the Option or trade the shares issued upon exercise.

16.           Notices.  All notices or other communications given hereunder shall be in writing, shall be sent by registered or certified mail, return receipt requested, postage prepaid, or by hand delivery, or expedited delivery service, delivery charges prepaid and with acknowledged receipt of delivery.  A notice or other communication shall be deemed given on the date of acceptance or refusal of acceptance shown on such receipt, and shall be addressed, as the case may be to Optionee and to the Company at the following applicable address:

(A)If to Optionee, to the home address of the Optionee as shown on the Company’s records.

(B)If to the Company, to:

Euramax International, Inc. 
5445 Triangle Parkway, Suite 350
Norcross, Georgia 30092
Attn:  Chief Executive Officer

Any party may, by notice given in compliance with this Section, change its address for all subsequent notices.  Notice by either party shall be deemed sufficient if signed by such party’s counsel and also, in the case of the Company, by any of the Company’s officers, if otherwise given in compliance with this Section.

17.           Adjustments for Changes in Capital Structure.  If there shall be any change in the Class A Common Stock of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, or the like, the restrictions contained in this Agreement shall apply with equal force to additional

6

and/or substitute securities, if any, received by Optionee in exchange for, or by virtue of his or her ownership of, shares acquired pursuant to this Agreement, except as otherwise determined by the Committee.

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

19.           Required Approval.  The obligations of the Company hereunder are contingent upon approval of this Agreement by more than 75% of the voting power of the Company’s outstanding stock (as determined under Section 280G(b)(5)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Proposed Treasury Regulations promulgated under Code Section 280G).

20.           Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.  This Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

21.           Governing Law.  To the extent not preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to rules relating to conflict of laws.

[Signature page continues on following page]

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	EURAMAX INTERNATIONAL, INC.
Dated:	By:
	[Name of Optionee]
Dated:

8

Exhibit A

EXERCISE NOTICE

FOR

EURAMAX INTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLAN

Euramax International, Inc.

5445 Triangle Parkway, Suite 350
Norcross, Georgia 30092

Attn:

1.             Exercise of Option.  Effective as of today,                             , 20        the undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase                          shares of the Class A Common Stock (the “Shares”) of Euramax International, Inc. (the “Company”), under and pursuant to the Euramax International, Inc. 2003 Equity Compensation Plan (the “Plan”) and the Non-Qualified Stock Option Agreement dated                                    (the “Option Agreement”).

2.             Delivery of Payment.  Optionee herewith delivers to the Company the full exercise price of the Shares, as set forth in the Option Agreement.

3.             Representations of Optionee.  Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

4.             Rights as Stockholder.  Until the issuance of the Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option.  The Shares shall be issued to Optionee as soon as practicable after the Option is exercised.  No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance.

5.             Terms of the Plan and the Option Agreement Govern.  Optionee specifically acknowledges that the Option and any Shares acquired upon exercise of the Option are subject to all of the terms and conditions of the Plan and the Option Agreement.

6.             Tax Consultation.  Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares.  Optionee represents that Optionee has consulted with all tax consultants Optionee deems advisable in

A-1

connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company or the Committee for any tax advice.

7.             Entire Agreement.  The Plan and Option Agreement are incorporated herein by reference.  Unless otherwise defined herein, the terms contained in the Exercise Notice shall have the same meaning as defined in the Plan and/or the Option Agreement.  This Exercise Notice, the Plan, and the Option Agreement (and the Exhibits thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to Optionee’s interest except by means of a writing signed by the Company and Optionee.  In the event of a conflict between the terms and conditions of this Exercise Notice and the Plan, the terms and conditions of the Plan shall prevail.

Submitted by:	Accepted by:
	EURAMAX INTERNATIONAL, INC.
	By:

A-2

Exhibit B

[attach copy of plan]

B-1

EX-10.11

Exhibit 10.11

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 12, 2003 by and among Euramax International, Inc., a Delaware corporation (the “Company”), Citicorp Venture Capital Ltd., a New York corporation (“CVC”), certain Persons presently or formerly affiliated with CVC (the “Individual Investors”), Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership, CVC Executive Fund LLC, a Delaware limited liability company, and CVC/SSB Employee Fund, L.P., a Delaware limited partnership (collectively, the “Fund”), the Persons set forth on the Managers Signature Page attached hereto (collectively referred to herein as the “Managers”, and individually as a “Manager”), and each other Manager of the Company or its subsidiaries who acquires Class A Common Stock (as defined below) from the Company after the date hereof and executes a joinder hereto.

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

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

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

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

1.Definitions. As used herein, the following terms shall have the following meanings.

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

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

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

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

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

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

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

“Manager Registrable Securities” means (i) any Class A Common Stock issued or issuable to the Managers on the date hereof or acquired by, or issued or issuable to, the Managers after the date hereof, if and to the extent any such Class A Common Stock, if subject to vesting

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

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

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

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

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

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

“SEC” means the Securities and Exchange Commission.

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

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

“Sponsor Securities” means any securities of CVC or the Fund or any of their affiliates which are exchangeable, convertible or otherwise similarly exercisable into Registrable Securities.

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2.Demand Registrations.

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

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

(c)Long-Form Registrations. The holders of a majority of the Fund Registrable Securities will be entitled to request up to three (3) Long-Form Registrations in which the Company will pay all Registration Expenses.  The holders of a majority of the CVC Registrable Securities will be entitled to request up to two (2) Long-Form Registrations in which the Company will pay all Registration Expenses. A registration will not count as the permitted

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Long-Form Registration until it has become effective and the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration.

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

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

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

(g)Selection of Underwriters. In the case of a Demand Registration for an underwritten offering, the holders of a majority of the Registrable Securities to be included in such Demand Registration will have the right to select the investment banker(s) and manager(s) to administer the offering, which investment banker(s) and manager(s) will be nationally recognized, subject to the Company’s approval which will not be unreasonably withheld.

(h)415 Registrations.

(i)The holders of a majority of the Sponsor Registrable Securities will be entitled to request one (1) 415 Registration in which the Company will pay all

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

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

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

(iv)The holders of a majority of the Sponsor Registrable Securities shall have the right to retain and select an investment banker and manager to administer the 415 Registration and any Takedown pursuant thereto, subject to the Company’s approval which will not be unreasonably withheld.

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

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

3.Piggyback Registrations.

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

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

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

(d)Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities (which registration was consented to pursuant to Section 2(i) above), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such

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registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration not covered by clause (i) above.

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

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

4.Holdback Agreements.

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

(b)The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (other than a 415 Registration) or Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Forms S-4 or S-8 or any successor forms), unless the underwriters managing the registered public offering otherwise agree, and (ii) to cause each holder of Registrable Securities and each other holder of at least 5% (on a filly diluted basis) of Equity Shares, or any securities convertible into or exchangeable or exercisable for Equity Shares, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

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

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

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

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

(d)use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);

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

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to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

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

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

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

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

(j)otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;

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

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

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

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

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

6.Registration Expenses.

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

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

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7.Indemnification.

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

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

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

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respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d)The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.  If for any reason the indemnification provided for in this Section 7 is unavailable to an indemnified party in respect of any Damages referred to therein, the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Damages in such proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and the indemnifying party, but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations.  The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that in no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the difference between the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such contribution obligation and all amounts previously contributed by such holder with respect to such Damages.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of fraudulent misrepresentation.

8.Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder’s intended method of distribution.

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

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

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

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

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

To the Company:

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

Attention:J. David Smith

Facsimile No.: (770) 449-7354

With a copy to:

Citicorp Venture Capital, Ltd.

399 Park Avenue

14th Floor

New York, New York 10043

Attention:Thomas F. McWilliams

Facsimile No.: (212) 888-2940

and

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Citigroup Venture Capital Equity Partners, L.P.

399 Park Avenue

14th Floor

New York, New York 10043

Attention:Joseph M. Silvestri

Facsimile No.: (212) 888-2940

To CVC:

Citicorp Venture Capital, Ltd.

399 Park Avenue

14th Floor

New York, New York 10043

Attention:Thomas F. McWilliams

Facsimile No.: (212) 888-2940

To the Fund:

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

399 Park Avenue

14th Floor

New York, New York 10043

Attention:Joseph M. Silvestri

Facsimile No.: (212) 888-2940

To any of the Managers:

c/o Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

Attention:[Executive’s Name]

Facsimile No.: (770) 449-7354

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

11.Miscellaneous.

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

15

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

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

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

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

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

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

(h)Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITH RESPECT TO THE RELATIVE RIGHTS OF THE COMPANY AND ITS SHAREHOLDERS.  ALL OTHER QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR

16

CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION).  IN FURTHERANCE OF THE FORGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN THOUGH UNDER THAT JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

*  *  *  *  *

17

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

EURAMAX INTERNATIONAL, INC.
By:
	Name:
	Title:
CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P.
By: CVC PARTNERS, LLC, its General Partner
		By:
			Name:
			Title:
CVC EXECUTIVE FUND LLC
By: CITIGROUP VENTURE CAPITAL GP HOLDINGS, LTD., its Managing Member
		By:
			Name:
			Title:
CVC/SSB EMPLOYEE FUND, L.P.
By: CVC PARTNERS, LLC, its General Partner
		By:
			Name:
			Title:
CITICORP VENTURE CAPITAL LTD.
By:
	Name:
	Title:

18

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

INDIVIDUAL INVESTORS:
NATASHA PARTNERSHIP
By:
	Name:
	Title:
NATASHA FOUNDATION
By:
	Name:
	Title:
David Thomas
ALCHEMY, L.P.
By:
Its:  General Partner
By:
	Name:
	Title:
THOMAS F. MCWILLIAMS FLINT TRUST
By:
	Name:
	Title:
Joseph M. Silvestri
Michael Delaney

19

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

INDIVIDUAL INVESTORS:

William T. Comfort

John Weber

David Howe

Paul C. Schorr, IV

Richard Mayberry

Charles Corpening

James Urry

20

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

INDIVIDUAL INVESTORS:

David Howe

Noelle Doumar

Harris Newman

Diana Mayer

21

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

MANAGERS

J. David Smith

R. Scott Vansant

Mitchell B. Lewis

David Pugh

Rob Dresen

Aloyse Wagener

Scott Anderson

Nick Dowd

Ron Stepanchik

Dudley Rowe

Paul E. Drack

22

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

MANAGERS
SILVERSPICE LIMITED
By:
	Name:
	Title:

23

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

COURT SQUARE CAPITAL LIMITED
By:
	Name:
	Title:

24

EX-10.12

Exhibit 10.12

Euramax International, Inc.
5445 Triangle Parkway, Suite 350
Norcross, Georgia 30092

April 15, 2003

R. Scott Vansant
Euramax International, Inc.
5445 Triangle Parkway, Suite 350
Norcross, Georgia 30092

Dear Mr. Vansant:

This Letter Agreement (the “Letter Agreement”) is entered into in connection with the execution of the Stock Purchase Agreement, dated the date hereof, by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, Euramax International, Inc. (the “Company”) and CVC European Equity Partners, L.P., CVC European Equity Partners (Jersey), L.P., BNP Paribas (the “Stock Purchase Agreement”).  Capitalized terms used herein and not defined have the meanings ascribed to them in the Stock Purchase Agreement.

This Letter Agreement is to confirm to you upon Closing that: (i) your base salary will be increased to $250,000 per annum which shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding; (ii) the Board of Directors shall conduct a salary review in twelve (12) months from the Closing; (iii) your target bonus shall be increased to be 50% of your base salary and (iv) upon Closing you will receive a sale bonus of $312,500.

This Letter Agreement shall be effective as of the Closing without further action required on the part of any party hereto.  If the Closing does not occur and the Stock Purchase Agreement is terminated, this Letter Agreement shall have no force and effect and shall be deemed void ab initio.  While this is a binding agreement, this Letter Agreement is not a contract of employment.  Nothing contained in this Letter Agreement shall confer any right with respect to continued employment by the Company, a Subsidiary or Affiliate, nor interfere in any way with the right of the Company, a Subsidiary or Affiliate to terminate your employment or service at any time.

Please execute below to acknowledge your agreement to the foregoing terms.

Very truly yours,

EURAMAX INTERNATIONAL, INC.

By:

Name:

Title:

ACKNOWLEDGED AND AGREED:

R. Scott Vansant

Dated:

2

EX-10.13

Exhibit 10.13

Euramax International, Inc.
5445 Triangle Parkway, Suite 350
Norcross, Georgia 30092

April 15, 2003

Mitchell B. Lewis

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

Dear Mr. Lewis:

This Letter Agreement (the “Letter Agreement”) is entered into in connection with the execution of the Stock Purchase Agreement, dated the date hereof, by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, Euramax International, Inc. (the “Company”) and CVC European Equity Partners, L.P., CVC European Equity Partners (Jersey), L.P., BNP Paribas (the “Stock Purchase Agreement”).  Capitalized terms used herein and not defined have the meanings ascribed to them in the Stock Purchase Agreement.

This Letter Agreement is to confirm to you upon Closing that: (i) your base salary will be increased to $300,000 per annum which shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding; (ii) the Board of Directors shall conduct a salary review in twelve (12) months from the Closing; (iii) your target bonus shall be increased to be 50% of your base salary and (iv) upon Closing you will receive a sale bonus of $375,000.

This Letter Agreement shall be effective as of the Closing without further action required on the part of any party hereto.  If the Closing does not occur and the Stock Purchase Agreement is terminated, this Letter Agreement shall have no force and effect and shall be deemed void ab initio.  While this is a binding agreement, this Letter Agreement is not a contract of employment.  Nothing contained in this Letter Agreement shall confer any right with respect to continued employment by the Company, a Subsidiary or Affiliate, nor interfere in any way with the right of the Company, a Subsidiary or Affiliate to terminate your employment or service at any time.

Please execute below to acknowledge your agreement to the foregoing terms.

Very truly yours,

EURAMAX INTERNATIONAL, INC.

By:

Name:

Title:

ACKNOWLEDGED AND AGREED:

Mitchell B. Lewis

Dated:

2

EX-10.14

Exhibit 10.14

EURAMAX INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Restated Effective October 1, 1997

This Plan (the “SERP”), established by Euramax International, Inc., will become effective upon, and only upon, Closing as defined in the Stock Purchase Agreement dated April 15, 2003 by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the Company’s stockholders named therein.

ARTICLE 1  - PURPOSE OF PLAN

Section 1.1Purpose:  The purpose of this Plan is to provide supplemental retirement benefits to Mitchell B. Lewis and R. Scott Vansant (each an “Executive”).  The benefits to be provided under this Plan are intended to supplement other retirement benefits provided by the Company through plans qualified under Section 401(a) of the Internal Revenue Code of 1986, nonqualified plans, and the federal Social Security system of the United States.

Section 1.2Design:  The Plan is designed to provide supplemental retirement benefits as described in Section 3.3.

ARTICLE 2  - DEFINITIONS

Section 2.1Affiliate:  At any time (i) any trade or business, whether incorporated or unincorporated, which at such time is considered to be under common control with the Company or any other company participating in this Plan under regulations prescribed by the Secretary of the Treasury pursuant to Code Section 414(b), (c) or (o); and (ii) any person or organization which at such time is a member of an affiliated service group (as defined in Code Section 4 14(m)) with the Company or any other company participating in this Plan.

Section 2.2Board:  The Board of Directors of Euramax International, Inc..

Section 2.3Change-In-Control:  The sale of Euramax International, Inc., in a single transaction or a series of related transactions, to an independent third party (which is not an Affiliate of any member of the Investor Group) pursuant to which such third party acquires (a) a greater percentage of the fully diluted voting power represented by the share capital and other securities of Euramax International, INC.  than that owned and controlled by the Investor Group immediately following such transaction (whether by merger, consolidation, recapitalization, reorganization, purchase of the outstanding share capital or otherwise), or (b) all or substantially all of the consolidated assets of Euramax International, Inc., in each case, which sale has been approved by the Board and the holders of a majority of the outstanding ordinary shares of Euramax International, Inc., voting together as a single class.

Section 2.4Code: The Internal Revenue Code of 1986, as amended, or as it may be amended from time to time.

Section 2.5Company:  Euramax International, Inc.

Section 2.6Compensation and Employee Benefits Committee: The Compensation and Employee Benefits Committee as established by the Board.

Section 2.7Constructive Termination:  A Constructive Termination shall be deemed to occur solely upon the occurrence of a Change of Control in the event that Executive’s employment with Euramax International, Inc., is terminated or the Executive is subject to a material reduction in duties or compensation or authority or is required to relocate from Atlanta, Georgia, in either case, within one year following such Change of Control.

Section 2.8Executive:  Executive shall mean each of Mitchell B. Lewis and R. Scott Vansant.

Section 2.9Fifty Percent (50%) Joint and Survivor Annuity:  An annuity which is the Value Equivalent of a Life Annuity payable monthly for the life of the Executive, with a survivor annuity for the life of his Spouse which is fifty (50%) percent of the amount of the annuity payable during the joint lives of the Executive and his Spouse.

Section 2.10Investor Group:  Collectively, the individuals and entities party to the Shareholders Agreement dated September 25, 1996, and any successor agreement thereto, and each of their respective Affiliates.

Section 2.11Life Annuity:  An income payable monthly, beginning as of the first day of the month for which the Participant’s Plan benefits are scheduled to commence under this Plan and ending as of the first day of the month in which the Participant dies.

Section 2.12Lump Sum: The full single cash payment of the balance of a Participant’s vested benefit, the value of which shall be the Value Equivalent of a Life Annuity (reduced for early commencement, if necessary).

Section 2.13Plan:  The “Euramax International, Inc., Supplemental Executive Retirement Plan”, as set forth herein or in any amendment hereto.

Section 2.14 Plan Administrator:  The individual or committee appointed by the Board, who shall have the same powers and those duties with respect to the Plan as those described in the Euramax Saving Plan.  The Plan Administrator is the named fiduciary for purposes of the Employee Retirement Income Security Act of 1974, as amended.

Section 2.15Plan Year:  The calendar year.

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Section 2.16Retirement Date:  The first day of the month coincident with or next following the date the Executive attains age 55 and actually terminates employment with the Company.

Section 2.17Spouse:  The individual to whom the Executive is legally married as of the earlier of the Executive reaching his Retirement Date, suffering a Total and Permanent Disability, death, or upon the Change-In-Control of the Company.

Section 2.18Total and Permanent Disability means a medically determinable disability arising from illness or accident, that (1) renders Executive incapable of performing the duties normally associated with his position with the Company or any similar position with the Company for which he is qualified by skill and experience and (2) is reasonably expected to either be permanent or to be of indefinite duration extending for more than 180 days.  Total and Permanent Disability shall be determined on the basis of medical evidence provided to the Board, which is reasonably satisfactory to the Board.  The Board, in its discretion, may rely upon a report of Executive’s personal physician certifying that Executive is disabled within the meaning of this Section or may require the report of an independent physician selected by the Board.

Section 2.19Value Equivalent:  The Life Annuity amount, as adjusted by Section 3.1, multiplied by the following factor to calculate a Fifty Percent (50%) Joint and Survivor Annuity or a Lump Sum:

	Years Spouse Younger Than Executive		50% Joint & Survivor Factors
	0-9		0.9
	10-19		0.8
	20-29		0.6
	30+		0.4
Lump Sum Factor		The Life Annuity Amount will be converted to a lump sum using the applicable mortality table and the applicable interest rate both as prescribed by section 417(e)(3) of the Code or any applicable provision of successor legislation provided that the lump sum amount payable at age 65 will be $500,000.

3

ARTICLE 3  - BENEFITS

Section 3.1Benefit Amount:  The Benefit is an annual amount payable in the form of a Life Annuity starting at age 65 and equal to $46,000.  At the time of the Executive’s Retirement Date, termination, death, Total and Permanent Disability, or a Change-in-Control, the above dollar amount shall be multiplied by the following payment reduction factor.

Age At Retirement Date, Death, Disability or Change-in-control	Payment Reduction Factor
65 and later	100	%
64	96	%
63	92	%
62	88	%
61	84	%
60	80	%
59	76	%
58	72	%
57	68	%
56	64	%
55	60	%

Section 3.2Forfeiture of Benefit:  If it is the conclusion of the Board that the Executive has engaged in any acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing, in each case that results in substantial harm to the business or property of the Company, he shall forfeit and be ineligible to receive any benefits under this Plan, and any benefits paid to such Executive (or Spouse) can be recovered by the Company.  The recovery of any benefits paid to such Executive shall not preclude the Company from taking any other actions against the Executive.

Section 3.3Benefit Forms and Commencement:  Upon the earliest of the following of (a), (b), (c), or (d) to occur, the Executive shall receive a Life Annuity if he is single on such date, or if he is married on such date he shall receive a Fifty Percent (50%) Joint and Survivor Annuity, paid monthly.  The Executive may elect to receive benefits in the form of a Lump Sum or Life Annuity as long as the Executive’s election is made at least 120 days prior to the receipt of any benefits paid under the Plan.

(a)Retirement Payment.  In the event that benefits become payable due to the Executive’s retirement on or after age 55, the benefit will be payable as of the Executive’s Retirement Date.

(b)Disability Payment.  In the event that benefits become payable due to a Total and Permanent Disability, the benefit (which is fixed as of the date of Total and Permanent Disability), will be payable, in a lump sum

4

calculated under Section 2.19 on the basis of the Executive’s then attained age, as of the first day of the month coincident with or next following the date the Executive is determined to have sustained a Total and Permanent Disability.

(c)Death Payment.  In the event that benefits become payable due to the Executives death, the benefit will be payable as of the first day of the month coincident with or next following the Executive’s death, in a lump sum calculated under Section 2.19 on the basis of the Executive’s then attained age.

(d)Constructive Termination.  Except as provided in Section 3.2, in the event that there is a Constructive Termination, the Executive shall become fully vested and the benefit will be payable as of the first day of the month coincident with or next following the Constructive Termination.

Section 3.4Vesting of Benefits:  An Executive’s benefits under this Plan are not vested until the earlier of the date the Executive attains age 55, dies, becomes Totally and Permanently Disabled, or the occurrence of a Change-in-Control.  If an Executives employment with the Company terminates, for any reason, before his benefits have vested, the Executive will not be entitled to any benefits hereunder.

Section 3.5Time of Benefit Payments:  Payment of Benefits under the Plan shall commence when such benefits become payable pursuant to Section 3.3, or as soon thereafter as administratively feasible.

Section 3.6Mental or Legal Incompetence: The Company, in its sole discretion, may make distribution to the guardian or other legal representative of the Executive or Spouse, if the Executive or Spouse is determined by a court of proper jurisdiction to be mentally or legally incompetent to receive such benefit distribution.  Any such distribution shall be in full and complete satisfaction of any and all claims whatsoever by or on behalf of such Executive under this Plan against the Company, the Plan Administrator, any member of the Board, other Executives or officers of the Company, other employees, shareholders and any other person acting on behalf of them.

Section 3.7Benefits Unfunded:  The benefits payable under the Plan shall be paid by the Company and shall not be funded.

ARTICLE 4  - MISCELLANEOUS

Section 4.1Amendment or Termination:  The Board, or the Compensation and Employee Benefits Committee of the Board, shall have the right to amend this Plan from time to time and to terminate this Plan at any time; provided, however, except as provided in Section 3.2, no such action shall reduce the Executive’s Accrued Benefit (defined for this purpose as the Life Annuity to which Executive would be entitled as of the date of such action under Sections 2.11 and 3.1 and adjusted, if

5

necessary, to its Value Equivalent under Section 2.19) or defer the time for paying such benefits under Section 3.3.

Section 4.2Company Liability: Nothing in this Plan shall be construed to limit in any way the right of the Company to terminate the employment of the Executive at any time; or to be evidence of any agreement or understanding, express or implied, that the Company or any affiliate company will employ the Executive in any particular position or at any particular rate or remuneration or for any particular period of time.

Section 4.3Indemnification:  The Company shall indemnify and hold harmless the Administrator, any member thereof and any Employee who may act on behalf of the Company in the administration of this Plan from and against any liability, loss, cost or expense (including reasonable attorneys’ fees) incurred at any time as a result of or in connection with any claims, demands, actions or causes of action of the Executive, any person claiming through or under any of them, or any other person, party or authority claiming to have an interest in this Plan or standing to act for any persons or groups having an interest in this Plan, for or on account of, any of the acts or omissions (or alleged acts or omissions) of the Administrator, any member thereof or any such Employee, except to the extent resulting from such person’s willful misconduct.

Section 4.4Tax Effects:  The Company makes no warranties or representations with regard to the tax effects or results of this Plan.  The Executive participating under this Plan shall be deemed to have relied upon his own tax advisors with regard to such effects.

Section 4.5No Assignment: Binding Effect:  Neither the Executive nor Spouse shall have the right to alienate, assign, commute or otherwise encumber his benefit for any purpose whatsoever, and any attempt to do so shall be disregarded completely as null and void.  The provisions of this Plan shall be binding on the Executive and on each person who claims a benefit under him and on the Company.

Section 4.6Self-Interest:  The Executive shall not have any right to vote or decide upon any matter related directly or indirectly to him or any right to claim any benefit under this Plan.

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Section 4.7Construction:  This Plan shall be construed in accordance with the laws of the State of Delaware.  The headings and subheadings in this Plan have been inserted for convenience of reference only and are to be ignored in construction of the provisions of this Plan.  In the construction of this Plan, the masculine shall include the feminine and the singular the plural wherever appropriate.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and seal this Plan as of this        day of April, 2003.

PLAN SPONSOR:

EURAMAX INTERNATIONAL Inc.
By:
Title:
	(CORPORATE SEAL)
	Attest:
	Title:

7

EX-10.15

Exhibit 10.15

EURAMAX INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This Plan (the “SERP”), established by Euramax International, Inc., will become effective upon, and only upon, Closing as defined in the Stock Purchase Agreement dated April 15, 2003 by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the Company’s stockholders named therein, as an amendment, restatement and replacement of the Supplemental Retirement Plan adopted for Executive by Euramax International P.L.C., dated October 1, 1997 (the “P.L.C. SERP”).  Executive acknowledges that the benefits provided hereunder are provided in lieu of the benefits provided under the P.L.C. SERP and that by accepting this SERP, he irrevocably waives any claim under the P.L.C. SERP.

ARTICLE 1  - PURPOSE OF PLAN

Section 1.1Purpose:  The purpose of this Plan is to provide supplemental retirement benefits to J. David Smith (“Executive”).  The benefits to be provided under this Plan are intended to supplement other retirement benefits provided by the Company through plans qualified under Section 401(a) of the Internal Revenue Code of 1986, nonqualified plans, and the federal Social Security system of the United States.

Section 1.2Design:  The Plan is designed to provide supplemental retirement benefits as described in Section 3.3.

ARTICLE 2  - DEFINITIONS

Section 2.1Affiliate:  At any time (i) any trade or business, whether incorporated or unincorporated, which at such time is considered to be under common control with the Company or any other company participating in this Plan under regulations prescribed by the Secretary of the Treasury pursuant to Code Section 414(b), (c) or (o); and (ii) any person or organization which at such time is a member of an affiliated service group (as defined in Code Section 4 14(m)) with the Company or any other company participating in this Plan.

Section 2.2Board:  The Board of Directors of Euramax International, Inc..

Section 2.3Change-In-Control:  The sale of Euramax International, Inc., in a single transaction or a series of related transactions, to an independent third party (which is not an Affiliate of any member of the Investor Group) pursuant to which such third party acquires (a) a greater percentage of the fully diluted voting power represented by the share capital and other securities of Euramax International, INC.  than that owned and controlled by the Investor Group immediately following such transaction (whether by merger, consolidation, recapitalization, reorganization, purchase of the outstanding share capital or otherwise), or (b) all

or substantially all of the consolidated assets of Euramax International, Inc., in each case, which sale has been approved by the Board and the holders of a majority of the outstanding ordinary shares of Euramax International, Inc., voting together as a single class.

Section 2.4Code: The Internal Revenue Code of 1986, as amended, or as it may be amended from time to time.

Section 2.5Company:  Euramax International, Inc.

Section 2.6Compensation and Employee Benefits Committee: The Compensation and Employee Benefits Committee as established by the Board.

Section 2.7Constructive Termination:  A Constructive Termination shall be deemed to occur solely upon the occurrence of a Change of Control in the event that Executive’s employment with Euramax International, Inc., is terminated or the Executive is subject to a material reduction in duties or compensation or authority or is required to relocate from Atlanta, Georgia, in either case, within one year following such Change of Control.

Section 2.8Executive:  Executive shall mean J. David Smith.

Section 2.9Fifty Percent (50%) Joint and Survivor Annuity:  An annuity which is the Value Equivalent of a Life Annuity payable monthly for the life of the Executive, with a survivor annuity for the life of his Spouse which is fifty (50%) percent of the amount of the annuity payable during the joint lives of the Executive and his Spouse.

Section 2.10Investor Group:  Collectively, the individuals and entities party to the Shareholders Agreement dated September 25, 1996, and any successor agreement thereto, and each of their respective Affiliates.

Section 2.11Life Annuity:  An income payable monthly, beginning as of the first day of the month for which the Participant’s Plan benefits are scheduled to commence under this Plan and ending as of the first day of the month in which the Participant dies.

Section 2.12Lump Sum: The full single cash payment of the balance of a Participant’s vested benefit, the value of which shall be the Value Equivalent of a Life Annuity (reduced for early commencement, if necessary).

Section 2.13Plan:  The “Euramax International, Inc., Supplemental Executive Retirement Plan”, as set forth herein or in any amendment hereto.

Section 2.14Plan Administrator:  The individual or committee appointed by the Board, who shall have the same powers and those duties with respect to the Plan as those described in the Euramax Saving Plan.  The Plan Administrator is the named fiduciary for purposes of the Employee Retirement Income Security Act of 1974, as amended.

2

Section 2.15Plan Year:  The calendar year.

Section 2.16Retirement Date:  The first day of the month coincident with or next following the date the Executive attains age 52 and actually terminates employment with the Company.

Section 2.17Spouse:  The individual to whom the Executive is legally married as of the earlier of the Executive reaching his Retirement Date, suffering a Total and Permanent Disability, death, or upon the Change-In-Control of the Company.

Section 2.18Total and Permanent Disability means a medically determinable disability arising from illness or accident, that (1) renders Executive incapable of performing the duties normally associated with his position with the Company or any similar position with the Company for which he is qualified by skill and experience and (2) is reasonably expected to either be permanent or to be of indefinite duration extending for more than 180 days.  Total and Permanent Disability shall be determined on the basis of medical evidence provided to the Board, which is reasonably satisfactory to the Board.  The Board, in its discretion, may rely upon a report of Executive’s personal physician certifying that Executive is disabled within the meaning of this Section or may require the report of an independent physician selected by the Board.

Section 2.19Value Equivalent:  The Life Annuity amount, as adjusted by Section 3.1, multiplied by the following factor to calculate a Fifty Percent (50%) Joint and Survivor Annuity or a Lump Sum:

Years Spouse Younger Than Executive	50% Joint & Survivor Factors
0-9	0.9
10-19	0.8
20-29	0.6
30+	0.4
Lump Sum Factor	The Life Annuity Amount will be converted to a lump sum using the applicable mortality table and the applicable interest rate both as prescribed by section 417(e)(3) of the Code or any applicable provision of successor legislation.

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ARTICLE 3  - BENEFITS

Section 3.1Benefit Amount:  The Benefit is an annual amount payable in the form of a Life Annuity starting at age 62 and equal to $190,000.  At the time of the Executive’s Retirement Date, termination, death, Total and Permanent Disability, or a Change-in-Control, the above dollar amount shall be multiplied by the following payment reduction factor.

Age At Retirement Date, Death, Disability or Change-in-control	Payment Reduction Factor
65 and later	100	%
64	100	%
63	100	%
62	100	%
61	100	%
60	100	%
59	96	%
58	92	%
57	87	%
56	83	%
55	79	%
54	50	%

Section 3.2Forfeiture of Benefit:  If it is the conclusion of the Board that the Executive has engaged in any acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing, in each case that results in substantial harm to the business or property of the Company, he shall forfeit and be ineligible to receive any benefits under this Plan, and any benefits paid to such Executive (or Spouse) can be recovered by the Company.  The recovery of any benefits paid to such Executive shall not preclude the Company from taking any other actions against the Executive.

Section 3.3Benefit Forms and Commencement:  Upon the earliest of the following of (a), (b), (c), or (d) to occur, the Executive shall receive a Life Annuity if he is single on such date, or if he is married on such date he shall receive a Fifty Percent (50%) Joint and Survivor Annuity, paid monthly.  The Executive may elect to receive benefits in the form of a Lump Sum or Life Annuity as long as the Executive’s election is made at least 120 days prior to the receipt of any benefits paid under the Plan.

(a)Retirement Payment.  In the event that benefits become payable due to the Executive’s retirement on or after age 52, the benefit will be payable as of the Executive’s Retirement Date.

(b)Disability Payment.  In the event that benefits become payable due to a Total and Permanent Disability, the benefit (which is fixed as of the date

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of Total and Permanent Disability), will be payable as of the first day of the month coincident with or next following the date the Executive is determined to have sustained a Total and Permanent Disability.

(c)Death Payment.  In the event that benefits become payable due to the Executives death, the benefit will be payable as of the first day of the month coincident with or next following the Executive’s death, and based on the presumption that the day before his death, the Executive began to receive a Fifty Percent (50%) Joint and Survivor Annuity, and died on the following day.

(d)Constructive Termination.  Except as provided in Section 3.2, in the event that there is a Constructive Termination, the Executive shall become fully vested and the benefit will be payable as of the first day of the month coincident with or next following the Constructive Termination.

Section 3.4Vesting of Benefits:  An Executive’s benefits under this Plan are not vested until the earlier of the date the Executive attains age 52, dies, becomes Totally and Permanently Disabled, or the occurrence of a Change-in-Control.  If an Executives employment with the Company terminates, for any reason, before his benefits have vested, the Executive will not be entitled to any benefits hereunder.

Section 3.5Time of Benefit Payments:  Payment of Benefits under the Plan shall commence when such benefits become payable pursuant to Section 3.3, or as soon thereafter as administratively feasible.

Section 3.6Mental or Legal Incompetence: The Company, in its sole discretion, may make distribution to the guardian or other legal representative of the Executive or Spouse, if the Executive or Spouse is determined by a court of proper jurisdiction to be mentally or legally incompetent to receive such benefit distribution.  Any such distribution shall be in full and complete satisfaction of any and all claims whatsoever by or on behalf of such Executive under this Plan against the Company, the Plan Administrator, any member of the Board, other Executives or officers of the Company, other employees, shareholders and any other person acting on behalf of them.

Section 3.7Benefits Unfunded:  The benefits payable under the Plan shall be paid by the Company and shall not be funded.

ARTICLE 4  - MISCELLANEOUS

Section 4.1Amendment or Termination:  The Board, or the Compensation and Employee Benefits Committee of the Board, shall have the right to amend this Plan from time to time and to terminate this Plan at any time; provided, however, except as provided in Section 3.2, no such action shall reduce the Executive’s Accrued Benefit (defined for this purpose as the Life Annuity to which Executive would be entitled as of the date of such action under Sections 2.11 and 3.1 and adjusted, if

5

necessary, to its Value Equivalent under Section 2.19) or defer the time for paying such benefits under Section 3.3.

Section 4.2Company Liability: Nothing in this Plan shall be construed to limit in any way the right of the Company to terminate the employment of the Executive at any time; or to be evidence of any agreement or understanding, express or implied, that the Company or any affiliate company will employ the Executive in any particular position or at any particular rate or remuneration or for any particular period of time.

Section 4.3Indemnification:  The Company shall indemnify and hold harmless the Administrator, any member thereof and any Employee who may act on behalf of the Company in the administration of this Plan from and against any liability, loss, cost or expense (including reasonable attorneys’ fees) incurred at any time as a result of or in connection with any claims, demands, actions or causes of action of the Executive, any person claiming through or under any of them, or any other person, party or authority claiming to have an interest in this Plan or standing to act for any persons or groups having an interest in this Plan, for or on account of, any of the acts or omissions (or alleged acts or omissions) of the Administrator, any member thereof or any such Employee, except to the extent resulting from such person’s willful misconduct.

Section 4.4Tax Effects:  The Company makes no warranties or representations with regard to the tax effects or results of this Plan.  The Executive participating under this Plan shall be deemed to have relied upon his own tax advisors with regard to such effects.

Section 4.5No Assignment: Binding Effect:  Neither the Executive nor Spouse shall have the right to alienate, assign, commute or otherwise encumber his benefit for any purpose whatsoever, and any attempt to do so shall be disregarded completely as null and void.  The provisions of this Plan shall be binding on the Executive and on each person who claims a benefit under him and on the Company.

Section 4.6Self-Interest:  The Executive shall not have any right to vote or decide upon any matter related directly or indirectly to him or any right to claim any benefit under this Plan.

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Section 4.7Construction:  This Plan shall be construed in accordance with the laws of the State of Delaware.  The headings and subheadings in this Plan have been inserted for convenience of reference only and are to be ignored in construction of the provisions of this Plan.  In the construction of this Plan, the masculine shall include the feminine and the singular the plural wherever appropriate.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and seal this Plan as of this       day of April, 2003.

PLAN SPONSOR:
EURAMAX INTERNATIONAL Inc.
By:
Title:
	(CORPORATE SEAL)
	Attest:
	Title:
Accepted and agreed to this               day of                      , 2003
J. David Smith

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EX-10.16

Exhibit 10.16

AMENDMENT NO 1 AND WAIVER
TO
EURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENT

AMENDMENT NO. 1 AND WAIVER (this “Amendment”), dated as of April 14, 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, 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.

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 Euramax U.S. has repurchased Stock of Euramax U.S. from departing management shareholders in amounts equal to $475,000 (for repurchases made on August 29, 2002) and $1,403,535 (for repurchases made on January 6, 2002) and plans to repurchase additional shares for an amount equal to $1,200,000 (collectively, the “Repurchases”), which Repurchases are not currently permitted in the aggregate by Section 7.4(a)(x)(1) of the Credit Agreement (the Events of Default resulting prior to the Amendment Effective Date from the Repurchases, together with any Event of Default that may exist prior to the Amendment Effective Date by reason of any failure to deliver notice thereof under Section 6.12(e) (Reporting Requirements) of the Credit Agreement or by past misrepresentations under the Credit Agreement or any other Loan Document that no Default or Events of Default existed and were continuing, being referred to as the “Specified Events of Default”);

WHEREAS, the Loan Parties have requested that the Agent and the Majority Lenders (a) waive the Specified Events of Default, 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) waive the Specified Events of Default 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.              Waiver

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 waive the Specified Events of Default; provided, however, that the waiver set forth in this Section 1 shall not excuse any failure to comply after the Amendment Effective Date with the Credit Agreement as amended hereby.

Section 2.              Amendments to the Credit Agreement

The Credit Agreement is, effective as of the Amendment Effective Date and subject 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 VII (Negative Covenants)

(i)            Clause (a)(x)(1) of Section 7.4 (Restricted Payments) of the Credit Agreement is hereby amended by replacing “$1,500,000” in such clause with “3,500,000”.

(ii)           Clause (a)(x)(2) of Section 7.4 (Restricted Payments) of the Credit Agreement is hereby amended by replacing “$2,500,000” in such clause with “7,000,000”.

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; and

(ii)           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; and

(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 5 (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

2

counsel for the Agent with respect thereto and all other Loan Documents) and all other costs, expenses and fees due under any Loan Document.

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;

(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

3

this Amendment or the other Loan Documents as amended hereby, and no consent under any Related Document or other Contractual Obligation 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 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” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents and waivers set forth herein; and

(h)           Events of Default.  No Default or Event of Default has occurred and is continuing (except for those Specified Events of Default duly waived hereby).

Section 5.              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 6.              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.

(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.

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Section 7.              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 8.              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 9.              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 10.            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.

Section 11.            Notices

All communications and notices hereunder shall be given as provided in the Credit Agreement.

Section 12.            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,

5

enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any Person.

Section 13.            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 14.            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.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THIS AGREEMENT.  WITH RESPECT TO THIS AMENDMENT.

[SIGNATURE PAGES FOLLOW]

6

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/ J. David Smith
	Name:	J. David Smith
	Title:	Chief Executive Officer

EURAMAX INTERNATIONAL HOLDINGS LIMITED
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

EURAMAX INTERNATIONAL LIMITED
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

EURAMAX EUROPEAN HOLDINGS LIMITED
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

EURAMAX CONTINENTAL LIMITED
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO EURAMAX INTERNATIONAL INC.'S CREDIT AGREEMENT]

EURAMAX EUROPEAN HOLDINGS B.V.
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

EURAMAX EUROPE LIMITED
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

EURAMAX NETHERLANDS B.V.
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

EURAMAX HOLDINGS LIMITED
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

EURAMAX EUROPE B.V.
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

ELLBEE LIMITED
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO EURAMAX INTERNATIONAL INC.'S CREDIT AGREEMENT]

EURAMAX COATED PRODUCTS LIMITED
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

EURAMAX COATED PRODUCTS B.V.
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Managing Director

AMERIMAX HOLDINGS, INC. AMERIMAX FABRICATED PRODUCTS, INC. AMERIMAX BUILDING PRODUCTS, INC. AMERIMAX COATED PRODUCTS, INC. AMERIMAX RICHMOND COMPANY AMERIMAX HOME PRODUCTS, INC. AMERIMAX LAMINATED PRODUCTS, INC.
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Chief Executive Officer

FABRAL HOLDINGS, INC.
	(f/k/a Gentek Holdings, Inc.)
FABRAL, INC.
	(f/k/a Gentek Building Products, Inc.)
By:	/s/ J. David Smith
	Name:	J. David Smith
	Title:	Chief Executive Officer

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO EURAMAX INTERNATIONAL INC.'S CREDIT AGREEMENT]

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/ Mark Darrel
	Name:	MARK DARREL
	Title:	VICE PRESIDENT

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO EURAMAX INTERNATIONAL INC.'S CREDIT AGREEMENT]

FLEET NATIONAL BANK, N.A.,
	as a Lender
By:	/s/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	Director

SUNTRUST BANK, ATLANTA,
	as a Lender
By:	/s/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	Director

LASALLE BANK NATIONAL ASSOCIATION,
	as a Lender
By:	/s/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	Sr. 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/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	Director

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO EURAMAX INTERNATIONAL INC.'S CREDIT AGREEMENT]

EX-10.17

Exhibit 10.17

AMENDMENT NO 2 AND CONSENT
TO
EURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENT

AMENDMENT NO. 2 AND CONSENT (this “Amendment”), dated as of May 15, 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.

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 (a) CVC Europe, Paribas and certain other holders of Stock of Euramax U.S. (collectively, the “Sellers”) have entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of April 15, 2003, together with Citigroup Venture Capital Equity Partners, L.P. (“CVC Equity”), CVC Executive Fund LLC (“CVC Executive”) and CVC/SSB Employee Fund, L.P. (“CVC Employee” and, together with CVC Equity and CVC Executive, the “Buyers”), whereby the Buyers will purchase the Stock of the Sellers in Euramax U.S., (b) Euramax U.S., the Buyers and CVC U.S. have entered into a Securities Holders Agreement, dated as of April 15, 2003, together with the continuing and management investors named therein (the “New Stockholders’ Agreement”), (c) the Loan Parties desire to amend and restate the Registration Rights Agreement (such amendment and restatement, in the form presented to the Lenders on the date hereof with such changes as may be agreed to by the Administrative Agent, the “Securities Holders Agreement”)to account for the changes in Stock ownership contemplated in the Stock Purchase Agreement and (d) Euramax U.S. has entered into an Advisory Agreement (the “Advisory Agreement”, and, together with the Stock Purchase Agreement, the New Stockholders’ Agreement and the Securities Holders Agreement, the “Agreements”), dated as of April 15, 2003, with CVC Management LLC, a Delaware limited liability company (the “Advisor”) (the execution and delivery of the Agreements together with the consummation of the stock purchase contemplated in the Stock Purchase Agreement being herein referred to 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 Credit Agreement; provided, however, that the waiver set forth in this Section 1 shall not excuse any failure to comply after the Amendment Effective Date with the Credit Agreement as amended hereby.

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):

“Advisor” means CVC Management LLC, a Delaware limited liability company.

“Advisory Agreement” means the Advisory Agreement, dated as of April 15, 2003, between Euramax U.S. and the Advisor, as such agreement may be amended, supplemented or otherwise modified from time to time to the extent permitted by this Agreement.

“CVC U.S.” means, collectively, (a) Citicorp Venture Capital, Ltd., a New York corporation, (b) Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership, (c) CVC Executive Fund LLC, a Delaware limited liability company, and (d) CVC/SSB Employee Fund, L.P., a Delaware limited partnership.

“EBITDA” means, for any Person for any period, the Net Income (Loss) of such Person, including the pro forma Net Income (Loss) of any other Person acquired by such Person or a Subsidiary of such Person, for such period taken as a single accounting period, plus, without duplication, (a) the sum of the following amounts of such Person and its Subsidiaries (including the sum of the following amounts on a pro forma basis of any Person acquired by such Person or a Subsidiary of such Person) for such period determined on a

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consolidated basis in conformity with GAAP to the extent included in the determination of such Net Income (Loss):  (i) depreciation expense, (ii) amortization expense, (iii) Net Interest Expense, (iv) income tax expense, (v) write-offs of goodwill as required by GAAP, (vi) non-cash charges relating to the mark-to-market of derivative instruments as required by FAS 133, (vii) non-cash charges relating to write-downs of long-lived assets due to impairment as required by FASB 121, (viii) unrealized losses resulting from changes in foreign exchange rates used to convert debt from its stated currency to the local currency of the debtor, (ix) extraordinary losses (and other losses on Asset Sales not otherwise included in extraordinary losses determined on a consolidated basis in conformity with GAAP) and (x) up to $3,000,000 in expenses related to the stock purchase contemplated in the Stock Purchase Agreement; less (b) the sum of the following amounts of such Person and its Subsidiaries determined on a consolidated basis in conformity with GAAP to the extent included in the determination of such Net Income (Loss):  (i) unrealized gains resulting from changes in foreign exchange rates used to convert debt from its stated currency to the local currency of the debtor, (ii) extraordinary gains (and other gains on Asset Sales not otherwise included in extraordinary gains determined on a consolidated basis in conformity with GAAP) and (iii) the Net Income (Loss) of any other Person that is accounted for by the equity method of accounting except to the extent of the amount of dividends or distributions paid to such Person.

“Registration Rights Agreement” means the Registration Rights Agreement, dated September 25, 1996, among Euramax U.S. and the shareholders of Euramax U.S., as such agreement may be amended by the Amended and Restated Registration Rights Agreement, among Euramax U.S. and the shareholders of Euramax U.S., in the form presented to the Lenders on April    , 2003 (together with such changes as may be approved by the Administrative Agent prior to the execution and delivery thereof), and as such amended and restated agreement may be otherwise amended, supplemented or otherwise modified from time to time to the extent permitted by this Agreement.

“Related Documents” means each Existing Related Document, 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).

“Stockholders Agreement” means (a) before its termination by the execution of the Stock transfer contemplated in the Stock Purchase Agreement, the Stockholders Agreement, dated as of December 8, 1999, among Euramax U.S. and the stockholders of Euramax U.S. and (b) the Securities Holders Agreement, dated as of April 15, 2003, among Euramax U.S. and the stockholders thereof, in each case as such agreements may be amended, supplemented or otherwise modified from time to time to the extent permitted by this Agreement.

“Stock Purchase Agreement” means the Stock Purchase Agreement, dated as of April 15, 2003, by and among CVC Europe, Paribas and certain other holders of Stock of Euramax U.S., as Sellers, and CVC U.S., as Buyer.

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(b)           Amendments to Article VII (Negative Covenants)

(i)            Clause (a) of Section 7.4 (Restricted Payments) of the Credit Agreement is hereby amended by inserting immediately after the words “Stock Equivalents” in the third line thereof and immediately prior to the word “except” in such line the phrase “(including, without limitation, through any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, whether direct or indirect, of any Stock or Stock Equivalent of any Loan Party now or hereafter outstanding)”.

(ii)           Clause (ii) of Section 7.10 (Transactions with Affiliates) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(ii)           transfer, sell, lease, assign or otherwise dispose of any asset (including, without limitation, make cash payments) to any Affiliate of any Loan Party, including any Subsidiary of any Loan Party other than (x) in a Permitted Merger and (y) except during the continuance of any Default or Event of Default (where such payments shall not be permitted), the payment by Euramax U.S. to the Advisor of, in each case pursuant to and in accordance with the terms of the Advisory Agreement, (A) a one-time $1,000,000 transaction fee on the Closing Date (under and as defined in the Stock Purchase Agreement) plus reasonable out-of-pocket expenses of the Advisor, (B) annual advisory fees in an amount not exceeding for any Fiscal Year the greater of (x) $600,000 or (y) the lesser of (1) $1,000,000 and (2) 1% of the “Consolidated EBITDA” (as defined in the Advisory Agreement and determined in accordance with such Advisory Agreement by Advisor and Euramax U.S.) of Euramax U.S. and its Subsidiaries and (C) transaction fees paid in connection with the consummation of any Investment permitted under Section 7.6(j) or any Asset Sale permitted under Section 7.5(c)(ii) in an amount equal to 1% of the amount of such Investment or, as the case may be, the Fair Market Value of the assets and properties subject to such Asset Sale and any other transaction fees payable under the Advisory Agreement as may be consented to by the Majority Lenders.

(c)           Amendments to Article VIII (Events of Default and Cash Collateral)

(i)            Clause (j) of Section 8.1 (Events of Default) of the Credit Agreement is hereby amended by replacing in its entirety the phrase “Any Loan Party, CVC U.S., CVC Europe or any Subsidiary or Affiliate of any thereof” at the very beginning thereof with the phrase “Any Loan Party or any Subsidiary of any Loan Party”.

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:

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(i)            this Amendment, duly executed by each Loan Party, the Agent and Lenders constituting Majority Lenders;

(ii)           the Advisory Agreement and the Securities Holders Agreement, each dated April 15,2003 and duly executed and delivered by the parties thereto;

(iii)          a certificate from CVC Equity that the Stock sale or purchase contemplated in the Stock Purchase Agreement to be made by the Buyers and Sellers have been consummated on the date set forth in such certificate and on the terms set forth in the Stock Purchase Agreement; and

(iv)          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; and

(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 5 (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.

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

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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;

(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 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” of 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; and

(h)           Events of Default.  No Default or Event of Default has occurred and is continuing (except for those duly waived hereby).

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Section 5.              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 6.              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.

(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 7.              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 8.              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.

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Section 9.              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 10.            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.

Section 11.            Notices

All communications and notices hereunder shall be given as provided in the Credit Agreement.

Section 12.            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 13.            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 14.            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]

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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:
	Name:
	Title:

EURAMAX INTERNATIONAL HOLDINGS LIMITED
By:
	Name:
	Title:

EURAMAX INTERNATIONAL LIMITED
By:
	Name:
	Title:

EURAMAX EUROPEAN HOLDINGS LIMITED
By:
	Name:
	Title:

EURAMAX CONTINENTAL LIMITED
By:
	Name:
	Title:

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]

EURAMAX EUROPEAN HOLDINGS B.V.
By:
	Name:
	Title:

EURAMAX EUROPE LIMITED
By:
	Name:
	Title:

EURAMAX NETHERLANDS B.V.
By:
	Name:
	Title:

EURAMAX HOLDINGS LIMITED
By:
	Name:
	Title:

EURAMAX EUROPE B.V.
By:
	Name:
	Title:

ELLBEE LIMITED
By:
	Name:
	Title:

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]

EURAMAX COATED PRODUCTS LIMITED
By:
	Name:
	Title:

EURAMAX COATED PRODUCTS B.V.
By:
	Name:
	Title:

AMERIMAX HOLDINGS, INC. AMERIMAX FABRICATED PRODUCTS, INC. AMERIMAX BUILDING PRODUCTS, INC. AMERIMAX COATED PRODUCTS, INC. AMERIMAX RICHMOND COMPANY AMERIMAX HOME PRODUCTS, INC. AMERIMAX LAMINATED PRODUCTS, INC.
By:
	Name:
	Title:

FABRAL HOLDINGS, INC.
	(f/k/a Gentek Holdings, Inc.)
FABRAL, INC.
	(f/k/a Gentek Building Products, Inc.)
By:
	Name:
	Title:

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]

BNP		PARIBAS,
	as the Agent, the Issuer, the Swing Loan Lender and a Lender
By:
	Name:
	Title:
By:
	Name:
	Title:

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]

FLEET NATIONAL BANK, N.A.,
	as a Lender
By:
	Name:
	Title:

SUNTRUST BANK, ATLANTA,
	as a Lender
By:
	Name:
	Title:

LASALLE BANK NATIONAL ASSOCIATION,
	as a Lender
By:
	Name:
	Title:

PNC BANK, NATIONAL ASSOCIATION,
	as a Lender
By:
	Name:
	Title:

WACHOVIA BANK, N.A.,
	as a Lender
By:
	Name:
	Title:

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO EURAMAX' INTERNATIONAL INC.'S CREDIT AGREEMENT]

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, J. David Smith, Chairman and Chief Executive Officer of Euramax International, Inc., certify that:

1.I have reviewed this quarterly report on Form 10-Q of Euramax International, Inc.;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

(c)presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based upon our evaluation as of the Evaluation Date;

5.The registrant’s other certifying officers and I have disclosed, based upon our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:	August 11, 2003	By:	/s/ J. David Smith
		Title:	Chairman, Chief Executive Officer and President

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EX-31.2

Exhibit 31.2

I, R. Scott Vansant, Chief Financial Officer of Euramax International, Inc., certify that:

1.I have reviewed this quarterly report on Form 10-Q of Euramax International, Inc.;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

(c)presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based upon our evaluation as of the Evaluation Date;

5.The registrant’s other certifying officers and I have disclosed, based upon our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:     August 11, 2003	By:	/s/ R. Scott Vansant
	Title:	Chief Financial Officer and Secretary

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