Exhibit 10.4


 


EXECUTION COPY


 


AMENDMENT NO.
1 dated as of March 6, 2009 (this “Amendment”), among INDALEX
HOLDING CORP., a Delaware corporation (the “Parent Borrower”), INDALEX
LIMITED, a Canadian corporation (the “Canadian Subsidiary Borrower”),
the SUBSIDIARY PARTIES party hereto and JPMORGAN CHASE BANK, N.A., as
administrative agent (the “Administrative Agent”) under the Canadian
Security Agreement referred to below, to the CANADIAN SECURITY AGREEMENT dated
as of February 2, 2006 (as amended, supplemented or otherwise modified
prior to the effectiveness of this Amendment, the “Canadian Security
Agreement”), among the Parent Borrower, the Canadian Subsidiary 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
Canadian 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 Canadian Security
Agreement; and


 


WHEREAS the undersigned parties are willing
to amend such provisions of the Canadian 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 Canadian Security
Agreement is hereby amended as follows:


 


(a)  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”;
and


 


(b)  by inserting the following new
defined term in the appropriate alphabetical order in such Section:


 


“Canadian Secured Obligations” means the
Secured Obligations, provided, however, that, solely for purposes
of Section 4.02, “Canadian


 

















 


Secured
Obligations” shall mean Canadian Secured Obligations (as such term is defined
in the Credit Agreement).


 


SECTION 2.  Amendment to Section 3.06.  Section 3.06(c) of the Canadian
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.  Amendment to Section 4.02.  Section 4.02 of the Canadian Security
Agreement is hereby amended by inserting the following new clause THIRD
immediately after clause SECOND of such Section and renumbering the
remaining clauses of such Section accordingly:


 


THIRD, to the payment in full of the U.S. Secured
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 owed to them on the date of any such distribution); and


 


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 the Parent Borrower, the Canadian Subsidiary
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.  Canadian 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 Canadian Security 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 Canadian
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 


 


2





















 


of,
any of the terms, conditions, obligations, covenants or agreements contained in
the Canadian Security Agreement or any other Loan Document in similar or
different circumstances.  After the date
hereof, any reference in the Loan Documents to the Canadian Security Agreement
shall mean the Canadian 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
PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.


 


(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 CANADIAN 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 the Parent
Borrower, the Canadian Subsidiary 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 Canadian 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
  HOLDING CORP.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Patrick Lawlor

  
	
   

  	
   

  	
    Name:  Patrick
  Lawlor

  
	
   

  	
   

  	
    Title:    CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDALEX
  LIMITED,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Patrick Lawlor

  
	
   

  	
   

  	
    Name:  Patrick
  Lawlor

  
	
   

  	
   

  	
    Title:    CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDALEX
  HOLDINGS (B.C.) LTD.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Patrick Lawlor

  
	
   

  	
   

  	
    Name:  Patrick
  Lawlor

  
	
   

  	
   

  	
    Title:    CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOVAR
  INC.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Patrick Lawlor

  
	
   

  	
   

  	
    Name:  Patrick
  Lawlor

  
	
   

  	
   

  	
    Title:    CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  6326765
  CANADA 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]