RESTRICTED STOCK AGREEMENT FOR THE EURAMAX INTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLANRestricted Stock Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work • Delaware
AMENDMENT NO 2 AND CONSENT TO EURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENTCredit Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work • New York
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.
EURAMAX INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLANSupplemental Executive Retirement Plan • August 11th, 2003 • Euramax International PLC • Sheet metal work
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.
EURAMAX INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Restated Effective October 1, 1997Supplemental Executive • August 11th, 2003 • Euramax International PLC • Sheet metal work
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.
RESTRICTED STOCK AGREEMENT FOR THE EURAMAX INTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLANRestricted Stock Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work • Delaware
Euramax International, Inc. 5445 Triangle Parkway, Suite 350 Norcross, Georgia 30092 April 15, 2003Letter Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work
NON-QUALIFIED STOCK OPTION AGREEMENT FOR THE EURAMAX INTERNATIONAL, INC.Non-Qualified Stock Option Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work • Georgia
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.
ADVISORY AGREEMENTAdvisory Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work • New York
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”).
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, 2003Stock Purchase Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work • New York
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 hereinafte
AMENDMENT NO 1 AND WAIVER TO EURAMAX INTERNATIONAL, INC.’S CREDIT AGREEMENTCredit Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work • New York
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.
Euramax International, Inc. 5445 Triangle Parkway, Suite 350 Norcross, Georgia 30092 April 15, 2003Letter Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 11th, 2003 • Euramax International PLC • Sheet metal work • Delaware
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”).
