Exhibit 10.2


 


EXECUTION COPY


 


AMENDMENT NO.
1 dated as of March 6, 2009 (this “Amendment”), among INDALEX
HOLDINGS FINANCE, INC., a Delaware corporation (“Holdings”), INDALEX
HOLDING CORP., a Delaware corporation (the “Parent Borrower”), the
SUBSIDIARY PARTIES party hereto and JPMORGAN CHASE BANK, N.A., as
administrative agent (the “Administrative Agent”) under the Domestic
Security Agreement referred to below, to the AMENDED AND RESTATED DOMESTIC
SECURITY AGREEMENT dated as of May 21, 2008 (as amended, supplemented or
otherwise modified prior to the effectiveness of this Amendment, the “Domestic
Security Agreement”), among Holdings, the Parent Borrower, the Subsidiary
Parties party thereto and the Administrative Agent.  Capitalized terms used in this Amendment but
not otherwise defined shall have the meanings assigned to such terms in the
Domestic Security Agreement.


 


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 Holdings, the Borrowers, the
Subsidiary Loan Parties, the Lenders and the Administrative Agent have entered
into Amendment No. 2, Waiver and Agreement to the Credit Agreement, dated
as of the date hereof (the “Waiver”), to effect certain waivers,
amendments and agreements set forth therein;


 


WHEREAS the effectiveness of the Waiver is
conditioned upon the amendment of certain provisions of the Domestic Security
Agreement; and


 


WHEREAS the undersigned parties are willing
to amend such provisions of the Domestic Security 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.  Amendments to Section 1.02.  Section 1.02 of the Domestic Security
Agreement is hereby amended by deleting in its entirety each of the following
defined terms in such Section:  “First
Activation Period”, “First Activation Period Notice”, “Second Activation Period
Notice”, “Termination Period” and “Termination Period Notice”.


 


SECTION 2.  Amendment to Section 3.06.  Section 3.06(c) of the Domestic
Security Agreement is hereby amended by replacing the proviso to such Section with
the following text:


 


provided that, on the Amendment No. 2 Effective Date,
the Administrative Agent shall (i) send a notice to each bank where any
Grantor maintains a


 

















 


Receivables
Account (each, a “Receivables Account Bank”) that commences a period
during which the applicable Receivables Account Bank shall cease complying with
any instructions originated by the applicable Grantor and shall comply with
instructions originated by the Administrative Agent directing dispositions of
funds, without further consent of the applicable Grantor and (ii) apply
(and allocate) the funds in each Receivables Account pursuant to Section 2.10(b) of
the Credit Agreement.


 


SECTION 3.  Amendments to Section 4.02.  Section 4.02 of the Domestic Security
Agreement is hereby amended as follows:


 


(a)  by deleting in its entirety clause
SECOND of such Section and replacing it with the following text:


 


SECOND, until the Discharge of Revolving Lender
Claims (except in respect of the Canadian Secured Obligations) has occurred, to
the payment of the U.S. Secured Obligations (other than the U.S. Term
Obligations) (the amounts so applied to be distributed among the Secured Parties
pro  rata in accordance with the amounts of the U.S. Secured
Obligations (other than the U.S. Term Obligations) owed to them on the date of
any such distribution);


 


(b) 
by inserting the following new clause THIRD immediately after clause SECOND of
such Section and renumbering the remaining clauses of such Section accordingly:


 


THIRD, until the Discharge of Revolving Lender
Claims has occurred, to the payment of the Canadian Secured Obligations (the
amounts so applied to be distributed among the Secured Parties pro  rata
in accordance with the amounts of the Canadian Secured Obligations owed to them
on the date of any such distribution);


 


SECTION 4.  Conditions to Effectiveness.  This Amendment shall become effective as of
the date first written above when (a) the Administrative Agent (or its
counsel) shall have received from Holdings, the Parent Borrower and each
Subsidiary Party either (i) a counterpart of this Amendment signed on
behalf of such party or (ii) 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 (b) the Waiver shall have
become effective in accordance with its terms.


 


SECTION 5.  Domestic Security 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 Domestic Security Agreement or any other Loan Document and
(b) shall not alter,


 


2





















 


modify,
amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Domestic Security 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 Domestic Security Agreement or any
other Loan Document in similar or different circumstances.  After the date hereof, any reference in the
Loan Documents to the Domestic Security Agreement shall mean the Domestic
Security Agreement as modified hereby. 
This Amendment shall constitute a “Loan Document” for all purposes of
the Credit Agreement and the other Loan Documents.


 


SECTION 6.  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 6.09(b), 6.09(c), 6.09(d) AND
6.10 OF THE DOMESTIC SECURITY AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN
FULL HEREIN.


 


SECTION 7.  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 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, each Subsidiary Party, the Administrative Agent and each
Lender whose consent is required in connection with such amendment or waiver
pursuant to Section 9.02(b) of the Credit Agreement and Section 6.02
of the Domestic Security Agreement.


 


SECTION 8.  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]


 


3

















 


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/ Patrick Lawlor

  
	
   

  	
   

  	
    Name:  Patrick
  Lawlor

  
	
   

  	
   

  	
    Title:   CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDALEX
  HOLDING CORP.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Patrick Lawlor

  
	
   

  	
   

  	
    Name:  Patrick
  Lawlor

  
	
   

  	
   

  	
    Title:   CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDALEX
  INC.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Patrick Lawlor

  
	
   

  	
   

  	
    Name:  Patrick
  Lawlor

  
	
   

  	
   

  	
    Title:   CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CARADON
  LEBANON, INC.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Patrick Lawlor

  
	
   

  	
   

  	
    Name:  Patrick
  Lawlor

  
	
   

  	
   

  	
    Title:    CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOLTON
  ALUMINUM COMPANY, INC.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Patrick Lawlor

  
	
   

  	
   

  	
    Name:  Patrick
  Lawlor

  
	
   

  	
   

  	
    Title:    CFO

  



 


[Amendment No. 1 Signature Pages]


 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A., as Administrative Agent,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Charles O. Freedgood

  
	
   

  	
   

  	
    Name:  Charles
  O. Freedgood

  
	
   

  	
   

  	
    Title:    Managing
  Director

  



 


[Amendment
No. 1 Signature Pages]