Exhibit 10.1


 


EXECUTION COPY


 


INCREMENTAL FACILITY AMENDMENT dated as of November 25,
2008 (this “Amendment”), among INDALEX HOLDINGS FINANCE, INC., a
Delaware corporation (“Holdings”), INDALEX HOLDING CORP., a Delaware
corporation and wholly-owned subsidiary of Holdings (the “Parent Borrower”),
the TERM LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative
agent (the “Administrative Agent”) under the Credit Agreement referred
to below, to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 21,
2008 (the “Credit Agreement”), among Holdings, the Parent Borrower,
INDALEX LIMITED, a Canadian corporation and wholly-owned subsidiary of the
Parent Borrower, the other Subsidiaries of the Parent Borrower party thereto,
the Lenders party thereto and the Administrative Agent.


 


WHEREAS pursuant to the Credit
Agreement, the Lenders and the Issuing Bank have agreed to extend credit to the
Borrowers on the terms and subject to the conditions set forth therein;


 


WHEREAS the Parent Borrower has
requested that (a) the Incremental Lender (such term, and each other
capitalized term, shall have the meaning set forth in Section 1 of this
Amendment) make the Incremental Term Loan to the Parent Borrower on the
Incremental Effective Date and (b) certain provisions of the Credit
Agreement be amended as set forth herein; and


 


WHEREAS the undersigned
Incremental Lender is willing to make the Incremental Term Loan and the
undersigned Initial Term Lender is willing to amend such provisions of the
Credit Agreement subject to the conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, and subject to the conditions set forth herein, the parties
hereto hereby agree as follows:


 


SECTION 1.  Defined Terms.  Unless otherwise specified, capitalized terms
used but not defined herein shall have the meanings assigned to such terms in
the Credit Agreement.  As used in this
Amendment:


 


“Incremental Commitment”
means, with respect to the Incremental Lender, the commitment of the
Incremental Lender to make an Incremental Term Loan under the Credit Agreement
(as amended hereby) on the Incremental Effective Date, expressed as an amount representing
the maximum aggregate principal amount of the Incremental Term Loan to be made
by the Incremental Lender hereunder.  The
initial aggregate amount of the Incremental Lender’s Incremental Commitment is
$15,000,000.


 

















 


“Incremental Effective Date”
shall be a date specified by the Parent Borrower (provided that such
date shall be a date not later than November 25, 2008), as of which date
all the conditions set forth or referred to in Section 6 hereof shall have
been satisfied.


 


“Incremental Lender”
means Sun Indalex Finance, LLC, a Delaware limited liability company.


 


“Incremental Transactions”
means, collectively, (a) the execution, delivery and performance by each
Loan Party of each Loan Document contemplated by this Amendment (or any
amendment to a Loan Document contemplated by this Amendment) to which it is a
party, (b) in the case of the Parent Borrower, the borrowing of the
Incremental Term Loan in accordance with the terms of this Amendment, (c) the
use of the proceeds from the Incremental Term Loan to repay outstanding U.S.
Revolving Loans on the Incremental Effective Date and (d) the payment of
the fees, costs and expenses in connection with the incurrence of the
Incremental Term Loan.


 


SECTION 2.  Commitment.  Subject to the terms and conditions set forth
herein, the Incremental Lender agrees to make an Incremental Term Loan to the
Parent Borrower in U.S. Dollars on the Incremental Effective Date in a
principal amount that will not exceed the Incremental Commitment.  Unless previously terminated, the Incremental
Commitment shall terminate at 5:00 p.m., New York City time, on the
Incremental Effective Date.


 


SECTION 3.  Amendments to Section 2.11(c).  Section 2.11(c) of the Credit
Agreement is hereby amended by adding the following text immediately following
such Section:


 


In the event
any prepayment of Term Borrowings is made, the Borrower shall select Term
Borrowings to be prepaid so that the aggregate amount of such prepayment is
allocated between the Initial Term Loans and the Incremental Term Loans pro
rata based on the aggregate principal amount of outstanding Initial Term
Loans and Incremental Term Loans.


 


SECTION 4.  Waiver of Sections 2.03 and 4.02(b).  The Incremental Lender hereby waives the
requirements in Sections 2.03 and 4.02(b) of the Credit Agreement that a
Borrowing Request be delivered in connection with the Incremental Term Loan
contemplated by this Amendment at or prior to the time required by Section 2.03
of the Credit Agreement.


 


SECTION 5.  Representations and Warranties.  Holdings and the Parent Borrower represent and
warrant to the Administrative Agent and to each of the Lenders that:


 


(a)  The representations
and warranties set forth in Article III of the Credit Agreement are
true and correct in all material respects on and as of the Incremental
Effective Date, with the same effect as though made on and as of such date,
except to the 


 


2

















 


extent such representations and warranties
expressly relate to an earlier date (in which case such representations and
warranties shall be true and correct in all material respects as of such
earlier date).


 


(b)  At the time of and
immediately after giving effect to this Amendment and the Incremental
Transactions, no Default shall have occurred and be continuing.


 


SECTION 6.  Conditions.  The obligations of the Incremental Lender to
make the Incremental Term Loan hereunder, and the amendments to the Credit
Agreement contemplated by this Amendment, shall not become effective until the
date on which each of the following conditions is satisfied (or waived by the
Administrative Agent, the Initial Term Lender and the Incremental Lender):


 


(a)  Borrowing Request.  The Administrative Agent shall have received
from the Parent Borrower a Borrowing Request with respect to the borrowing of
the Incremental Term Loan (i) that complies with the requirements of Section 2.03
of the Credit Agreement (except as otherwise contemplated by Section 4 of
this Amendment) and (ii) pursuant to which the Parent Borrower agrees that
the provisions of Section 2.15 of the Credit Agreement shall apply to any
failure by the Parent Borrower to borrow the Incremental Term Loan on the
Incremental Effective Date.


 


(b)  Incremental
Amendment and Loan Documents.  The
Administrative Agent (or its counsel) shall have received (i) from
Holdings, the Parent Borrower and the Term Lenders either (A) a
counterpart of this Amendment signed on behalf of such party or (B) written
evidence reasonably satisfactory to the Administrative Agent (which may include
facsimile or other electronic transmission of a signed signature page of
this Amendment) that such party has signed a counterpart of this Amendment and (ii) duly
executed copies of the other Loan Documents contemplated by this Amendment (or
any amendment to a Loan Document contemplated by this Amendment) and such other
certificates, documents, instruments and agreements as the Administrative Agent
shall reasonably request in connection with the transactions contemplated by
this Amendment and the other Loan Documents, including any promissory notes
requested by the Incremental Lender pursuant to Section 2.10(f) of
the Credit Agreement payable to the order of the Incremental Lender.


 


(c)  Consummation of
Incremental Transactions.  The Incremental
Transactions shall have been consummated or shall be consummated substantially
simultaneously with the funding of the Incremental Term Loan on the Incremental
Effective Date in accordance with applicable law.


 


(d)  No Default.  On the Incremental Effective Date,
immediately before and after giving effect to the Incremental Transactions, no
Default shall have occurred and be continuing.


 


(e)  Representations
and Warranties.  The representations
and warranties set forth in Section 5 hereof are true and correct.


 


3

















 


(f)  Reaffirmation
Agreement.  A Reaffirmation Agreement
substantially in the form of Exhibit A hereto (the “Reaffirmation
Agreement”) shall have been executed and delivered by each party thereto.


 


(g)  Other Documents.  The Administrative Agent shall have received
such other documents as the Administrative Agent, the Incremental Lender or
their respective counsel may have reasonably requested.


 


The Administrative Agent shall notify the
Parent Borrower and the Lenders of the Incremental Effective Date, and such
notice shall be conclusive and binding. 
Notwithstanding the foregoing, the obligations of the Incremental Lender
to make the Incremental Term Loan hereunder shall not become effective unless
each of the foregoing conditions is satisfied (or waived by the Administrative
Agent, the Initial Term Lender and the Incremental Lender) at or prior to 5:00 p.m.,
New York City time, on November 25, 2008 (and, in the event such
conditions are not so satisfied or waived, the Incremental Commitment shall
terminate at such time).


 


SECTION 7.  Credit Agreement.  Except as expressly set forth herein, this
Amendment (a) shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent, Holdings, the Parent Borrower or any other
Loan Party under the Credit Agreement or any other Loan Document and (b) shall
not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. 
Nothing herein shall be deemed to entitle Holdings, the Parent Borrower
or any other Loan Party to any future consent to, or waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan Document
in similar or different circumstances. 
After the date hereof, any reference in the Loan Documents to the Credit
Agreement shall mean the Credit Agreement as modified hereby.  This Amendment and the Reaffirmation
Agreement shall each constitute a “Loan Document”, in each case for all
purposes of the Credit Agreement and the other Loan Documents.


 


SECTION 8.  Applicable Law; Waiver of Jury Trial.  (a)  THIS
AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.


 


(b)  EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN
SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET
FORTH IN FULL HEREIN.


 


SECTION 9.  Counterparts; Amendment.  This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together
shall constitute a single contract. 
Delivery of an executed counterpart of a signature page of this
Amendment by telecopy or electronic transmission shall be effective as delivery
of a 


 


4

















 


manually executed counterpart of this
Amendment.  This Amendment may not be
amended nor may any provision hereof be waived except pursuant to a writing
signed by Holdings, the Parent Borrower, the Administrative Agent and the Term
Lenders.


 


SECTION 10.  Expenses.  Holdings and the Parent Borrower agree to
reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with the preparation and execution of this Amendment and each
document contemplated hereunder to the extent required under Section 9.03
of the Credit Agreement.


 


SECTION 11.  Headings.  The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.


 


[signature pages follow]


 


5

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective
authorized officers as of the day and year first written above.


 


	
   

  	
  INDALEX HOLDINGS FINANCE, INC.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Timothy Stubbs

  
	
   

  	
   

  	
  Name: Timothy Stubbs

  
	
   

  	
   

  	
  Title:  
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDALEX HOLDING CORP.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Timothy Stubbs

  
	
   

  	
   

  	
  Name: Timothy Stubbs

  
	
   

  	
   

  	
  Title:  
  CEO

  



 


 


[Incremental Facility Amendment Signature
Page]


 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as 

  Administrative Agent,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Linda Meyer

  
	
   

  	
   

  	
  Name: Linda Meyer

  
	
   

  	
   

  	
  Title: 
   Vice President

  



 


 


[Incremental Facility Amendment Signature Page]


 

















 


 


	
   

  	
  SUN INDALEX FINANCE, LLC, as Initial 

  Term Lender and Incremental Lender,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Michael McConvery

  
	
   

  	
   

  	
  Name: Michael McConvery

  
	
   

  	
   

  	
  Title: 
   Vice President

  



 


 


[Incremental Facility Amendment Signature Page]


 

















 


Form of Reaffirmation Agreement


 


 


 


 


















 


EXHIBIT A


 


REAFFIRMATION AGREEMENT dated as of November 25,
2008 (this “Agreement”), among INDALEX HOLDINGS FINANCE, INC., a
Delaware corporation (“Holdings”), INDALEX HOLDING CORP., a Delaware
corporation (the “Parent Borrower”), each other subsidiary of the Parent
Borrower identified herein (each, a “Subsidiary Party” and, together
with Holdings and the Parent Borrower, the “Reaffirming Parties”) and
JPMORGAN CHASE BANK, N.A.,  as
Administrative Agent (in such capacity, the “Administrative Agent”)
under the Amended Credit Agreement referred to below.


 


WHEREAS the Parent Borrower,
the Term Lenders and the Administrative Agent have entered into an Incremental
Facility Amendment dated as of November 25, 2008 (the “Amendment”),
which amends the Amended and Restated Credit Agreement dated as of May 21,
2008 (the “Existing Credit Agreement”), among Holdings, the Parent
Borrower, INDALEX LIMITED, a Canadian corporation and wholly-owned subsidiary
of the Parent Borrower, the other Subsidiaries of the Parent Borrower party
thereto, the Lenders party thereto and the Administrative Agent, as in effect
on the date hereof (the Existing Credit Agreement, as so amended by the
Amendment, the “Amended Credit Agreement”);


 


WHEREAS in
order to induce the Incremental Lender to make an Incremental Term Loan (such
term and each other capitalized term used but not defined herein having the
meaning assigned to such terms in the Amended Credit Agreement) to the Parent Borrower
pursuant to the Amendment, each of the Reaffirming Parties is willing to
execute and deliver this Agreement;


 


WHEREAS each
of the Reaffirming Parties is party to the Loan Guaranty and one or more of the
Collateral Documents;


 


WHEREAS each
Reaffirming Party expects to realize, or has realized, substantial direct and
indirect benefits as a result of the Amendment becoming effective and the
consummation of the transactions contemplated thereby; and


 


WHEREAS the
execution and delivery of this Agreement is a condition precedent to the obligation
of the Incremental Lender to make the Incremental Term Loan contemplated by the
Amendment.


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 

















 


ARTICLE I.


 


Reaffirmation and Amendment


 


SECTION 1.01.  Reaffirmation.  (a) Each of the Reaffirming Parties (i) hereby
consents to the Amendment and the transactions contemplated thereby, (ii) hereby
confirms its guarantees, pledges, grants of security interests and other
agreements, as applicable, under the Loan Guaranty and each of the Collateral
Documents to which it is a party and (iii) agrees that, notwithstanding
the effectiveness of the Amendment and the consummation of the transactions
contemplated thereby, such guarantees, pledges, grants of security interests
and other agreements shall continue to be in full force and effect and shall
accrue to the benefit of the Lenders under the Amended Credit Agreement.  Each of the Reaffirming Parties further
agrees to take any action that may be required or that is reasonably requested
by the Administrative Agent to ensure compliance by the Loan Parties with Section 5.11
of the Amended Credit Agreement and hereby reaffirms its obligations under each
similar provision of each Collateral Document to which it is a party.


 


(b) Each of the
Reaffirming Parties party to the the Loan Guaranty and any of the Collateral
Documents securing the Obligations of the Borrowers hereby confirms and agrees
that (i) the Incremental Term Loans constitute “U.S. Obligations” under
the Loan Guaranty and “Obligations” (or any word of like import) under the
Collateral Documents and (ii) the U.S. Revolving Loans, Canadian Revolving
Loans, Letters of Credit, Swingline Loans and Initial Term Loans have
constituted and continue to constitute “U.S. Obligations”, “Canadian
Obligations” and “Obligations”, as applicable, under such documents.


 


SECTION 1.02.  Amendment.  On and after the effectiveness of the Amendment,
(i) each reference in each Collateral Document to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import shall mean and be a reference to the Amended
Credit Agreement as such agreement may be amended, modified or supplemented and
in effect from time to time and (ii) the definition of any term defined in
any Collateral Document by reference to the terms defined in the Existing Credit
Agreement shall be amended to be defined by reference to the applicable defined
term in the Amended Credit Agreement, as the same may be amended, modified or
supplemented and in effect from time to time.


 


ARTICLE II.


 


Representations and Warranties


 


Each
Reaffirming Party hereby represents and warrants, which representations and
warranties shall survive execution and delivery of this Agreement, as follows:


 


SECTION 2.01.  The
representations and warranties of such Reaffirming Party set forth in the
Collateral Documents and Article III of the Amended Credit 


 

















 


Agreement are true and correct in all
material respects on and as of the date hereof, with the same effect as though
made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date (in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date).


 


ARTICLE III.


 


Miscellaneous


 


SECTION 3.01.  Notices.  All notices and other communications
hereunder shall be made at the addresses, in the manner and with the effect
provided in Section 9.01 of the Amended Credit Agreement.


 


SECTION 3.02.  Expenses.  The Reaffirming Parties agree to reimburse
the Administrative Agent for its reasonable out-of-pocket expenses in
connection with the preparation and execution of this Agreement and each
document contemplated hereunder to the extent required under Section 9.03
of the Amended Credit Agreement.


 


SECTION 3.03.  Collateral
Document.  This Agreement is a Collateral
Document executed pursuant to the Amended Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions thereof.


 


SECTION 3.04.  Headings.  The Section headings used herein are for
convenience of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.


 


SECTION 3.05.  Successors
and Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


 


SECTION 3.06.  Counterparts;
Amendment.  This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original but all of which when
taken together shall constitute a single contract.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or electronic transmission
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION 3.07.  Amendment.  This Agreement may be waived, modified or
amended only by a written agreement executed by each of the parties hereto.


 


SECTION 3.08.  Applicable
Law; Waiver of Jury Trial.  (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 





















 


(b) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN
SECTIONS 9.09 AND 9.10 OF THE AMENDED CREDIT AGREEMENT AS IF SUCH SECTIONS WERE
SET FORTH IN FULL HEREIN.


 


SECTION 3.09.  No
Novation.  Neither this Agreement nor
the execution, delivery or effectiveness of the Amendment shall extinguish the
obligations for the payment of money outstanding under the Existing Credit Agreement
or the Loan Guaranty or discharge or release the Lien or priority of any Collateral
Document or any other security therefor. 
Nothing herein contained shall be construed as a substitution or
novation of the obligations outstanding under the Existing Credit Agreement or
instruments securing the same, which shall remain in full force and effect,
except to any extent modified hereby or by instruments executed concurrently
herewith.  Nothing implied in this
Agreement, the Amendment or in any other document contemplated hereby or
thereby shall be construed as a release or other discharge of Holdings, the
Parent Borrower or any Subsidiary Party under any Collateral Document from any
of its obligations and liabilities as “Holdings”, the “Parent Borrower”, the “Canadian
Subsdiary Borrower”, a “Loan Party”, a “Subsidiary Loan Party”, a “Pledgor”, a “Grantor”
or a “Loan Guarantor” under the Existing Credit Agreement, the Loan Guaranty or
the Collateral Documents.  Each of the Existing
Credit Agreement, the Loan Guaranty and the Collateral Documents shall remain
in full force and effect except to any extent modified hereby or by the Amendment
or in connection herewith and therewith.


 


[signature pages follow]


 

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed respective
authorized officers as of the day and year first above written.


 


	
   

  	
  INDALEX HOLDINGS FINANCE, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDALEX HOLDING CORP.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDALEX INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DOLTON ALUMININUM COMPANY, 

  INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CARADON LEBANON INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 

















 


	
   

  	
  INDALEX HOLDINGS (B.C.) LTD,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6326765 CANADA INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOVAR INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as 

  Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: