Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT NO. 2, WAIVER AND AGREEMENT 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”), INDALEX LIMITED,
a Canadian corporation (the “Canadian Subsidiary Borrower” and, together
with the Parent Borrower, the “Borrowers”), the LENDERS party hereto and
JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative
Agent”), issuing bank and swingline lender under the Credit Agreement
referred to below, to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 21,
2008 (as amended, supplemented or otherwise modified prior to the effectiveness
of this Amendment, the “Credit Agreement”), among Holdings, the
Borrowers, the other Subsidiaries of the Parent Borrower party thereto, the
Lenders 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
Credit 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 the Parent Borrower has
requested that the Lenders (a) grant a waiver of the conditions to funding
set forth in Section 4.02 of the Credit Agreement and (b) amend
certain provisions of the Credit Agreement; and


 


WHEREAS the undersigned Lenders
are willing to waive and amend such provisions of the Credit Agreement subject
to the conditions and agreements 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.  Acknowledgment of Events of Default;
Reservation of Rights.  (a) 
Each of Holdings and the Borrowers hereby acknowledges and agrees that, as of
the date hereof, Events of Default arising from the failures specified in
clauses (i), (ii), (iii) and (iv) of Section 2(b) hereof
have occurred and are continuing (such Events of Default, collectively, the “Specified
Events of Default”).


 


(b)  Except as expressly provided in Section 2 hereof, this
Amendment does not constitute a waiver of any rights or remedies that the
Administrative Agent or the Lenders may have under the Credit Agreement and the
other Loan Documents arising out of or with respect to any Specified Event of
Default or any other Event of 


 

















 


Default, which
rights and remedies are hereby reserved, nor does this Amendment establish a
precedent or course of dealing among the parties hereto with respect to any
Specified Event of Default or any other Event of Default occurring on or after
the Amendment No. 2 Effective Date (as defined in Section 29 hereof).


 


SECTION 2.  Waivers.  (a)  Subject to clause (c) below,
the Lenders hereby waive the condition precedent to the making of any Loan set
forth in Section 4.02(a)(i) of the Credit Agreement solely with
respect to the representation and warranty set forth in Section 3.07 of
the Credit Agreement (insofar as such representation and warranty relates to
compliance with the interest payment requirements of the Senior Secured Notes
Indenture).


 


(b)  Subject to clause (c) below, the Lenders hereby waive
the condition precedent to the making of any Loan set forth in Section 4.02(a)(ii) of
the Credit Agreement solely with respect to the Defaults arising directly as a
result of (i) the failure of the Borrowers to make the semi-annual
interest payment (due February 2, 2009) on the Senior Secured Notes, (ii) the
failure of the Borrowers to comply with Section 6.12 of the Credit
Agreement, (iii) the failure by the Borrowers to make any prepayments
required to be made pursuant to Section 2.11(b) of the Credit
Agreement prior to the Amendment No. 2 Effective Date and (iv) the
failure by the Borrowers to make the scheduled interest payment (due February 27,
2009) on the Term Loans.


 


(c)  The waivers provided for in paragraphs (a) and (b) of
this Section shall terminate and expire at the earliest of (i) 11:59 p.m.,
New York City time, on March 27, 2009, (ii) the occurrence of any
event set forth in clause (h) of Article VII of the Credit Agreement
(but without the requirement that such case, action, proceeding or petition
continue undismissed for 60 days), (iii) the occurrence of any other Event
of Default and (iv) the acceleration of the Senior Secured Notes or the
taking of any other action by any holder of the Senior Secured Notes in respect
of the enforcement of payment on the Senior Secured Notes, and at all times
thereafter the Credit Agreement shall apply in all respects, and the
Administrative Agent, the Issuing Bank and the Lenders shall have all such
rights and remedies, as if such waivers had never been granted.  The period commencing on the date hereof
through and including the termination of the waivers provided for in paragraphs
(a) and (b) of this Section is referred to herein as the “Waiver
Period”.


 


SECTION 3.  Amendments to Section 1.01.  Section 1.01 of the Credit Agreement is
hereby amended as follows:


 


(a)  by inserting the following text immediately following the
last paragraph of the definition of “Applicable Rate” in such Section:


 


Notwithstanding the foregoing, for any day on
and after February 2, 2009, “Applicable Rate” means, with respect
to any (a) Term Loan, (i) 7.50% per annum, in the case of any
Eurodollar Term Loan, and (ii) 6.50% per annum, in the case of any ABR
Term Loan, provided that, at any time when Average Availability is less
than $35,000,000, the 


 


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Applicable Rate with respect to any Term Loan shall be (x) 8.25%
per annum, in the case of any Eurodollar Term Loan, and (y) 7.25% per
annum, in the case of any ABR Term Loan, (b) Eurodollar Revolving Loan or
B/A Drawing, 6.25% per annum, (c) ABR Revolving Loan, U.S. Base Rate
Revolving Loan or Canadian Base Rate Revolving Loan, 5.25% per annum and (d) Commitment
Fee payable pursuant to Section 2.12, 0.375% per annum.


 


(b)  by replacing each occurrence of the text “Canadian Secured
Obligations” in the definitions of “Canadian Mortgage”, “Foreign Mortgage” and “Foreign
Subsidiary Loan Party” with the text “Secured Obligations”;


 


(c)  by inserting the following text immediately after the text “Foreign
Subsidiary Loan Party” in the definition of “Foreign Loan Guarantor” in such
Section:


 


and the Canadian Subsidiary Borrower (except with respect to the
Canadian Secured Obligations owed by the Canadian Subsidiary Borrower)


 


(d)  by adding the following text immediately after the text “Section 2.21(a)”
in the definition of “Incremental Term Loans” in such Section:


 


(it being understood that the aggregate principal amount of each
Incremental Term Loan may be increased by a PIK Increase in respect thereof
pursuant to Section 2.13(d))


 


(e)  by adding the following text immediately after the text “Section 2.01(c)”
in the definition of “Initial Term Loan” in such Section:


 


, as the aggregate principal amount thereof may be increased by a PIK
Increase in respect thereof pursuant to Section 2.13(d)


 


(f)  by amending and restating in its entirety the definition of “Interest
Payment Date” in such Section as follows:


 


“Interest Payment Date” means (a) with
respect to any ABR, U.S. Base Rate or Canadian Base Rate Loan (including any
Swingline Loan), the last day of (i) each calendar month and the Maturity
Date, in the case of any Revolving Loan or Swingline Loan, and (ii) each
March, June, September and December and the Maturity Date, in the
case of any Term Loan, and (b) with respect to any Eurodollar Loan, the
last day of the Interest Period applicable to the Borrowing of which such Loan
is a part and, in the case of (i) a Eurodollar Revolving Loan with an
Interest Period of more than one month’s duration, each day prior to the last
day of such Interest Period that occurs at intervals of one month’s duration
after the first day of such Interest Period and the Maturity Date and (ii) a
Eurodollar Term Loan with an Interest Period of more than three months’ 


 


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duration, each day prior to the last day of such Interest Period that
occurs at intervals of three months’ duration after the first day of such
Interest Period and the Maturity Date.


 


(g)  by adding the following new sentence at the end of the
definition of “Loans” in such Section:


 


The term “Loans” shall include, with respect to any Term Loan, any
increase in the aggregate principal amount of such Term Loan in connection with
a PIK Increase in respect thereof.


 


(h)  by amending and restating in its entirety the definition of “Required
Lenders” in such Section as follows:


 


“Required Lenders” means, at any time,
Lenders having Voting Units representing more than 50% of the sum of the
aggregate Voting Units at such time.  For
purposes of this definition, the “Voting Units” of any Lender shall be
equal to (a) with respect to any Revolving Lender at any time, an amount
equal to the product of (i) the Revolving Consent Allocated Amount (as
defined below) multiplied by (ii) the quotient obtained by dividing
(A) the Revolving Exposure and unused Revolving Commitments of such
Revolving Lender at such time by (B) the aggregate Revolving
Exposure and unused Revolving Commitments of all Revolving Lenders at such
time, and (b) with respect to any Term Lender at any time, an amount equal
to the product of (i) the Term Consent Allocated Amount (as defined below)
multiplied by (ii) the quotient obtained by dividing (A) the
outstanding Term Loans of such Term Lender at such time by (B) the
aggregate outstanding Term Loans of all Term Lenders at such time.  For purposes of this definition, (x) the
term “Term Consent Allocated Amount” shall mean an amount equal to the
quotient obtained by dividing $30,000,000 by $230,000,000, and (y) the
term “Revolving Consent Allocated Amount” shall mean an amount equal to
1.00 less the Term Consent Allocated Amount.


 


(i)  by inserting the following text immediately after the text “Canadian
Secured Obligations” in the definition of “U.S. Loan Guarantor” in such
Section:


 


and the U.S. Secured Obligations (except with respect to the U.S.
Secured Obligations owed by the Parent Borrower)


 


(j)  by adding the following new definitions in the appropriate
alphabetical order:


 


“Amendment No. 2” means Amendment No. 2, Waiver and
Agreement dated as of March 6, 2009, among Holdings, the Borrowers, the
Lenders party thereto, the Administrative Agent, the Issuing Bank and the
Swingline Lender.


 


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“Amendment No. 2 Effective Date” has the meaning assigned
to such term in Amendment No. 2.


 


“Canadian Availability Block” means an amount equal to
$2,000,000.


 


“Domestic Availability Block” means an amount equal to
$13,000,000.


 


“PIK Increase” has the meaning assigned to such term in Section 2.13(d).


 


SECTION 4.  Amendments to Section 2.01.  Section 2.01 of the Credit Agreement is
hereby amended as follows:


 


(a)  by replacing the text “the Domestic Borrowing Base then in
effect” in clause (a) of such Section with the text “an amount equal
to (x) the Domestic Borrowing Base then in effect minus (y) the
Domestic Availability Block”;


 


(b)  by replacing the text “the Canadian Borrowing Base then in
effect” in clause (b) of such Section with the text “an amount equal
to (x) the Canadian Borrowing Base then in effect minus (y) the
Canadian Availability Block”; and


 


(c)  by adding the following sentence immediately following clause
(c) of such Section:


 


Subject to the
terms and conditions set forth herein, each Term Lender consents to the
increase in the principal balance of the Term Loans of such Term Lender from
time to time pursuant to the terms of Section 2.13(d) as a result of
the imposition of PIK Increases.


 


SECTION 5.  Amendment to Section 2.03.  Section 2.03 of the Credit Agreement is
hereby amended by deleting clauses (b) and (c) of such Section in
their entirety and inserting the following text in lieu thereof:


 


(b) in the case of an ABR Borrowing, not later than 11:00 a.m.,
New York City time, on the date of the proposed Borrowing, (c) in the case
of a Canadian Base Rate Revolving Borrowing, not later than 11:00 a.m.,
Toronto time, on the date of the proposed Borrowing


 


SECTION 6.  Amendment to Section 2.04.  Section 2.04(a) of the Credit
Agreement is hereby amended by replacing the text “$5,000,000” with the text “$0”.


 


SECTION 7.  Amendments to Section 2.05.  Section 2.05(b) of the Credit
Agreement is hereby amended as follows:


 


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(a)  by replacing the text “the Domestic Borrowing Base then in
effect” in such Section with the text “an amount equal to (x) the
Domestic Borrowing Base then in effect minus (y) the Domestic
Availability Block”;


 


(b)  by replacing the text “the Canadian Borrowing Base then in
effect” in such Section with the text “an amount equal to (x) the
Canadian Borrowing Base then in effect minus (y) the Canadian
Availability Block”.


 


SECTION 8.  Amendment to Section 2.09.  Section 2.09(b) of the Credit
Agreement is hereby amended as follows:


 


(a)  by replacing the text “the Domestic Borrowing Base then in
effect” in such Section with the text “an amount equal to (x) the
Domestic Borrowing Base then in effect minus (y) the Domestic
Availability Block”; and


 


(b)  by replacing the text “the Canadian Borrowing Base then in
effect” in such Section with the text “an amount equal to (x) the
Canadian Borrowing Base then in effect minus (y) the Canadian
Availability Block”.


 


SECTION 9.  Amendment to Section 2.10.  Section 2.10 of the Credit Agreement is
hereby amended by inserting the following new sentence at the end of paragraph (b) of
such Section:


 


The parties hereto agree that full cash dominion shall be in effect at
all times on and after the Amendment No. 2 Effective Date, subject to the
terms of Section 3.06 of each of the Domestic Security Agreement and the
Canadian Security Agreement (in each case as amended as of the Amendment No. 2
Effective Date).


 


SECTION 10.  Amendments to Section 2.11.  Section 2.11(b) of the Credit
Agreement is hereby amended as follows:


 


(a)  by replacing the text “the Domestic Borrowing Base then in
effect” in such Section with the text “an amount equal to (x) the
Domestic Borrowing Base then in effect minus (y) the Domestic
Availability Block”; and


 


(b)  by replacing the text “the Canadian Borrowing Base then in
effect” in such Section with the text “an amount equal to (x) the
Canadian Borrowing Base then in effect minus (y) the Canadian
Availability Block”.


 


SECTION 11.  Amendments to Section 2.12.  Section 2.12 of the Credit Agreement is
hereby amended as follows:


 


(a)  by replacing the text “March, June, September and
December” in paragraph (a) of such Section with the text “calendar
month”; and


 


(b)  by replacing the text “March, June, September and
December” in paragraph (b) of such Section with the text “calendar
month”.


 


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SECTION 12.  Amendment to Section 2.13.  Section 2.13(d) of the Credit
Agreement is hereby amended by deleting the last sentence of such Section and
inserting the following text in lieu thereof:


 


Notwithstanding
the foregoing, on and after the Amendment No. 2 Effective Date, any
interest accrued and payable on each Term Loan included in any Term Borrowing
pursuant to this Section 2.13 shall be payable on the applicable Interest
Payment Date by increasing the outstanding principal amount of each Term Loan
included in such Term Borrowing by the aggregate amount of such accrued
interest (a “PIK Increase”).  The
Administrative Agent shall determine the amount of each PIK Increase, and such
determination shall be conclusive absent manifest error.


 


SECTION 13.  Amendment to Section 2.21(a).  Subclause (B) of the second sentence of
paragraph (a) of Section 2.21 is hereby amended by adding the text “(except
as such amount may be increased from time to time as the result of the
imposition of PIK Increases)” immediately after the text “$15,000,000”.


 


SECTION 14.  Amendments to Section 5.11.   Section 5.11 of the Credit Agreement is
hereby amended as follows:


 


(a)  by replacing the text “Canadian Secured Obligations” in
paragraph (c) of such Section with the text “Secured Obligations”;
and


 


(b)  by replacing the text “Canadian Secured Obligations” in
paragraph (e) of such Section with the text “Secured Obligations”.


 


SECTION 15.  Amendment to Section 9.02.  Section 9.02(b) of the Credit
Agreement is hereby amended by adding the text “, the Domestic Availability
Block and the Canadian Availability Block” immediately after the text “the
Availability Block” in clause (ix) of Section 9.02(b).


 


SECTION 16.  Amendments to Section 9.24.  Section 9.24(a) of the Credit
Agreement is hereby amended as follows:


 


(a)  by inserting the text “, notwithstanding any provision in any
other Loan Document to the contrary,” immediately after the text “Each of the
Lenders hereby agrees that” in such Section;


 


(b)  by inserting the text “(other than the Canadian Security
Agreement or any other Foreign Security Agreement)” immediately following the
first occurrence of the text “U.S. Obligations” in such Section;


 


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


 


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(ii) 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);


 


(d)  by replacing text (i) “THIRD” in the existing clause (iii) of
such Section with the text “FOURTH” and (ii) “FOURTH” in the existing
clause (iv) of such Section with the text “FIFTH”; and


 


(e)  by inserting the following new clause (iii) immediately
after clause (ii) of such Section and renumbering the remaining
clauses of such Section accordingly:


 


(iii) 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 17.  Amendments to Section 10.01.  Section 10.01 is hereby amended as
follows:


 


(a)  by inserting the text “the U.S. Guaranteed Obligations (other
than the U.S. Term Obligations) and” immediately prior to the first occurrence
of the text “the Canadian Secured Obligations” in paragraph (b) of such
Section; and


 


(b)  by inserting the text “the U.S. Guaranteed Obligations and
(other than the U.S. Term Obligations)” immediately prior to the text “the
Foreign Guaranteed Obligations” in paragraph (b) of such Section.


 


SECTION 18.  Amendment to Section 10.10.  Section 10.10(b) of the Credit
Agreement is hereby amended by replacing the text “Foreign Guaranteed
Obligations” in the last sentence of such Section with the text “Guaranteed
Obligations”.


 


SECTION 19.  Collateral Document Amendments.  The Lenders hereby consent to the amendment
of each of (a) the Domestic Security Agreement pursuant to an amendment
(the “Domestic Security Amendment”) substantially as set forth in Exhibit A
hereto, (b) the Canadian Security Agreement pursuant to an amendment (the “Canadian
Security Amendment”) substantially as set forth in Exhibit B
hereto and (c) the Canadian Mortgages, the Canadian Hypothecs and any
other Foreign Security Agreements (collectively, the “Foreign Security
Amendments”) as the Administrative Agent shall determine, in its reasonable
discretion, to be necessary to grant a Lien to the Administrative Agent, for
the benefit of the Secured Parties, in the Collateral of the Canadian
Subsidiary Borrower and each Foreign Subsidiary Loan Party, which Lien shall
secure the U.S. Secured Obligations in addition to the Canadian Secured
Obligations.  


 


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With respect to the allocation of the
proceeds of Collateral among the Secured Revolving Obligations, each Foreign
Security Amendment shall provide that the proceeds of any Collateral granted as
security under each Canadian Mortgage, each Canadian Hypothec and each other
Foreign Security Agreement shall be allocated to the payment in full of the
Canadian Secured Obligations prior to the payment in full of the U.S. Secured
Obligations that constitute Secured Revolving Obligations.


 


SECTION 20.  Agreements.  (a)  Each of Holdings, the Borrowers and
the Lenders agrees that, as of the Amendment No. 2 Effective Date, the
aggregate Revolving Commitments shall be deemed to have been reduced in
accordance with Section 2.09(b) of the Credit Agreement by an
aggregate principal amount equal to $50,000,000 (with a corresponding reduction
in the Canadian Revolving Sub-Commitment by an aggregate principal amount equal
to $20,000,000).  The Administrative
Agent and the Lenders hereby waive the requirement of prior notice set forth in
Section 2.09(c) of the Credit Agreement in respect of the Revolving
Commitment reduction (and the corresponding Canadian Revolving Sub-Commitment
reduction) contemplated by this Section.


 


(b)  Each of Holdings, the Borrowers and the Lenders agrees that,
notwithstanding the provisions set forth in the definition of the term “PP&E
Component” in Section 1.01 of the Credit Agreement, during the Waiver
Period, the reference to “20%” in the proviso set forth in each of clauses (a)(i) and
(b)(i) of such definition shall be deemed to be a reference to “25%” for
purposes of calculating the Domestic Borrowing Base and the Canadian Borrowing
Base, respectively, during the Waiver Period.


 


(c)  Each of Holdings, the Borrowers and the Lenders agrees that,
notwithstanding the provisions of Section 5.01(f) of the Credit
Agreement, Holdings and the Borrowers will furnish to the Administrative Agent,
on each Wednesday following the Amendment No. 2 Effective Date (beginning
on March 11, 2009), a Borrowing Base Certificate and supporting
information for the week ended on the immediately preceding Friday, together
with any additional reports with respect to each of the Domestic Borrowing Base
and the Canadian Borrowing Base as the Administrative Agent may reasonably
request, provided that Holdings and the Borrowers will furnish to the
Administrative Agent, not later than 11:00 a.m., New York City time, on
each day, a revised Borrowing Base Certificate setting forth the aggregate
amount of Eligible Accounts as of 5:00 p.m., New York City time, on the
immediately preceding day.


 


(d)  Each of Holdings, the Borrowers and the Lenders agrees that (i) as
of the Amendment No. 2 Effective Date, the Administrative Agent shall have
established a Reserve in respect of the Domestic Borrowing Base in an aggregate
amount equal to US$1,307,000 with respect to Swap Obligations outstanding as of
the Amendment No. 2 Effective Date and (ii) the Administrative Agent
may establish such further Reserves with respect to Swap Obligations in
accordance with the terms of the Credit Agreement, provided that
Holdings and the Borrowers hereby waive each of (x) the five Business Day
advance notice requirement set forth in each of the definitions of “Domestic
Borrowing Base” and “Canadian Borrowing Base” in 


 


9

















 


Section 1.01
of the Credit Agreement and (y) the $5,000,000 threshold set forth in the
definition of the term “Reserves” in Section 1.01 of the Credit Agreement,
in each case in respect of the establishment of any such Reserve pursuant to
this paragraph (d).


 


(e)  Holdings and the Borrowers agree to engage, promptly and, in
any event, not later than three Business Days after the Amendment No. 2
Effective Date, and thereafter maintain, a financial advisor of recognized
national standing to review, and to advise the management of Holdings and the
Borrowers concerning, the business, finances and condition of Holdings, the
Borrowers and the Subsidiaries.


 


(f)  Holdings and the Borrowers agree to participate, and to cause
their respective management to participate, in conference calls with the
Administrative Agent and the Lenders, to be held on a weekly basis at such
times as reasonably requested by the Administrative Agent, to discuss the
business, finances and condition of Holdings, the Borrowers and the
Subsidiaries and to update the Administrative Agent and the Lenders with
respect to such operational matters as the Administrative Agent or any Lender
may request by reasonable advance notice to Holdings and the Borrowers.


 


(g)  Holdings and the Borrowers agree to deliver to the
Administrative Agent and the Lenders (i) not later than March 13,
2009, a plan and forecast (including a projected consolidated and consolidating
balance sheet, income statement and funds flow statement) of Holdings, the
Borrowers and the Subsidiaries on a consolidated basis, in form and substance
reasonably satisfactory to the Financial Advisor (as defined in Section 23(a) hereof),
for a seven-month period beginning March 1, 2009, and (ii) not later
than March 20, 2009, a comprehensive restructuring plan with respect to
the operations and Indebtedness of Holdings, the Borrowers and the
Subsidiaries, satisfactory in all material respects to the Administrative Agent
and the Lenders, including a detailed analysis of the proposed treatment of the
Senior Secured Notes.


 


SECTION 21.  Prohibitions on Certain Transactions.  For so long as any Specified Event of Default
or any other Event of Default has occurred and is continuing, neither Holdings
nor the Borrowers will, nor will they permit any Subsidiary to, effect any
transaction that would be permitted by:


 


(a)  Section 6.01 of the Credit Agreement, other than clauses
(a), (g), (h) and (n) thereof;


 


(b)  Section 6.02 of the Credit Agreement, other than clauses
(a), (b), (f), (k) and (u) thereof;


 


(c)  Section 6.04 of the Credit Agreement, other than clauses
(a), (g), (j), (k) and (l) thereof;


 


(d)  Section 6.05 of the Credit Agreement, other than clauses
(a)(i), (c), (h) and (n) thereof;


 


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(e)  Section 6.06 of the Credit Agreement;


 


(f)  Section 6.07 of the Credit Agreement; and


 


(g)  Section 6.08 of the Credit Agreement, other than clauses
(a)(i), (a)(ii), (a)(iii), (a)(vi), (a)(xi), (a)(xii), (b)(i) and (b)(vii)(A) thereof.


 


SECTION 22.  Financial Information; Use of Proceeds.  Holdings and the Borrowers hereby agree to
furnish to the Administrative Agent and the Financial Advisor (for distribution
to the Lenders), on each Wednesday after the Amendment No. 2 Effective
Date (beginning on March 11, 2009), (a) a cash flow forecast for
Holdings, the Borrowers and the Subsidiaries and a forecast of the Domestic
Borrowing Base and the Canadian Borrowing Base (on a consolidated basis), in
each case for the immediately succeeding thirteen-week period commencing on the
immediately preceding Friday and setting forth projected cash flows and the
projected amount of each of the Domestic Borrowing Base and the Canadian
Borrowing Base (on a consolidated basis), in each case on a weekly basis (which
delivery by Holdings and the Borrowers shall constitute a representation and
warranty by Holdings and the Borrowers that such projections are based upon
reasonable assumptions, in light of current market conditions, and that such
cash flow forecast reflects cash disbursements that are necessary for the
ordinary course operation of the respective businesses of Holdings, the
Borrowers and the Subsidiaries during such period), (b) an analysis of
actual cash flows (including receipts and disbursements) of Holdings, the
Borrowers and the Subsidiaries for the immediately preceding week ending on
such immediately preceding Friday and a reconciliation of projected cash flows
for such week to actual cash flows for such week and (c) a report
containing any other information relating to the financial condition and
operations of Holdings, the Borrowers and the Subsidiaries as the
Administrative Agent may reasonably request, in each case in form and substance
reasonably satisfactory to the Administrative Agent and certified by a
Financial Officer.  The proceeds of any
Borrowings made under the Credit Agreement shall be used in a manner consistent
with the weekly cash flow forecasts delivered to the Administrative Agent in
accordance with this Section.


 


SECTION 23.  Cooperation.  (a)  Each of Holdings and the Borrowers
agrees to provide to Marotta Gund Budd & Dzera, LLC, a financial
advisor engaged by counsel to the Administrative Agent (the “Financial
Advisor”), access to its management and employees, at the reasonable
request of the Financial Advisor, to review and discuss the business, finances
and condition of Holdings, the Borrowers and the Subsidiaries.


 


(b)  Each of Holdings and the Borrowers shall cooperate with, and
provide assistance to, the Administrative Agent and the Financial Advisor in
their performance of reasonable due diligence activities with respect to
Holdings, the Borrowers and the Subsidiaries, including, at the Administrative
Agent’s option, an examination of accounts receivable, inventory, property and
equipment, cash, accounting policies and procedures and such other aspects of
the operations, business affairs and financial condition of Holdings, the
Borrowers and the Subsidiaries, as the Administrative Agent may reasonably
request.


 


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(c)  No later than five Business Days after written demand
therefor, the Parent Borrower shall pay all reasonable costs and out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates (including all
reasonable fees, charges and disbursements of the Financial Advisor and counsel
to the Administrative Agent) in connection with any such activities described
in paragraphs (a) and (b) of this Section.


 


SECTION 24.  Post-Effective Amendments.  No later than the date that is three Business
Days after the Amendment No. 2 Effective Date (or such longer period as
the Administrative Agent, in its reasonable discretion, may permit), each of
Holdings and the Borrowers shall, and shall cause each Subsidiary to, execute
and deliver to the Administrative Agent each Foreign Security Amendment and
shall take, or cause to be taken, such further actions which may be required by
law or which the Administrative Agent may reasonably request to carry out the
terms and conditions of the Foreign Security Amendments.


 


SECTION 25.  Events of Default.  Any failure by Holdings or any Borrower to
comply with any term, condition or agreement set forth in Section 20, 21,
22, 23 or 24 of this Amendment shall constitute an immediate Event of Default
for all purposes of the Loan Documents.


 


SECTION 26.  Amendment No. 2 Effective Date
Borrowings.  The parties hereto agree
that the Incremental Interest (as defined in Section 29(e) hereof)
will be capitalized in the form of Borrowings made under the Credit Agreement
on the Amendment No. 2 Effective Date as follows:  on the Amendment No. 2 Effective Date, (a) the
Parent Borrower shall be deemed to have made, and the Lenders shall be deemed
to have funded, an ABR Revolving Borrowing in an aggregate principal amount
equal to $194,026.90 and (b) the Canadian Subsidiary Borrower shall be
deemed to have made, and the Lenders shall be deemed to have funded, a U.S.
Base Rate Revolving Borrowing in an aggregate principal amount equal to
$78,554.75 (collectively, the “Amendment No. 2 Effective Date
Borrowings”).  The Administrative
Agent and the Lenders hereby waive (i) the minimum borrowing requirements
set forth in Section 2.02(c) of the Credit Agreement in connection
with the Amendment No. 2 Effective Date Borrowings and (ii) the
requirement of prior notice and the requirement of a Borrowing Request, in each
case set forth in Section 2.03 of the Credit Agreement, in connection with
the Amendment No. 2 Effective Date Borrowings.   In accordance with Section 2.08(c) of
the Credit Agreement, the Administrative Agent, on behalf of and at the request
of the Required Lenders, is hereby providing notice to the Parent Borrower
that, for so long as an Event of Default is continuing, none of the Amendment No. 2
Effective Date Borrowings may be converted to or continued as a Eurodollar
Borrowing.


 


SECTION 27.  Overadvances.  Notwithstanding any provision of the Credit
Agreement or this Amendment to the contrary, the Revolving Lenders may make
Revolving Loans to the Borrowers in amounts that exceed Domestic Availability
and Canadian Availability (as each such term is defined below) (any such excess
Revolving Loans are herein referred to collectively as “Overadvances”)
and no Overadvance shall result in a Default due to either Borrower’s failure
to comply with Section 2.01 or Section 2.11(b) 


 


12

















 


of the Credit Agreement for so long as such
Overadvance remains outstanding in accordance with the terms of this paragraph,
but solely with respect to the amount of such permitted Overadvance.  All Overadvances shall constitute ABR
Borrowings, Canadian Base Rate Borrowings or U.S. Base Rate Borrowings, as the
case may be, and the aggregate principal amount of Overadvances outstanding at
any time shall not exceed (x) in the case of Overadvances made to the
Parent Borrower, $4,711,000 and (y) in the case of Overadvances made to
the Canadian Subsidiary Borrower, an amount the U.S. Dollar Equivalent of which
(determined using exchange rates in effect as of 9:00 a.m., New York City
time, on each day) is $1,588,000.  No
Overadvance shall be permitted hereunder if such Overadvance shall cause (1) any
Revolving Lender’s Revolving Exposure to exceed its Revolving Commitment or (2) any
Revolving Lender’s Canadian Revolving Exposure to exceed its Canadian Revolving
Sub-Commitment.  For purposes of this
Section, (a) “Domestic Availability” shall mean, at any time, an
amount equal to (i) the Domestic Borrowing Base at such time minus (ii) the
Domestic Availability Block minus (iii) the aggregate U.S.
Revolving Exposure at such time and (b) “Canadian Availability”
shall mean, at any time, an amount equal to (i) the Canadian Borrowing
Base at such time minus (ii) the Canadian Availability Block minus
(iii) the aggregate Canadian Revolving Exposure at such time.


 


SECTION 28.  Representations and Warranties.  Holdings and each Borrower represents and
warrants to the Administrative Agent and to each of the Lenders that:


 


(a)  This Amendment has been duly authorized, executed and delivered
by Holdings, each Borrower and each other Loan Party and constitutes a legal,
valid and binding obligation of Holdings, each Borrower and each other Loan
Party, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.


 


(b)  After giving effect to this Amendment, the representations and
warranties set forth in Article III of the Credit Agreement (other than
the representation and warranty set forth in Section 3.07 of the Credit
Agreement (insofar as such representation and warranty relates to compliance
with the interest payment requirements of the Senior Secured Notes Indenture))
are true and correct in all material respects on and as of the date hereof
after giving effect to this Amendment, 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).


 


(c)  Immediately after giving effect to this Amendment, no Default
(other than the Specified Events of Default) shall have occurred and be
continuing.


 


13

















 


SECTION 29.  Conditions to Effectiveness.  This Amendment shall become effective as of
the date first written above (such date being the “Amendment No. 2
Effective Date”) when:


 


(a)  the Administrative Agent (or its counsel) shall have received
(i) from Holdings, each Borrower, each other Loan Party, each Term Lender
and Lenders having Revolving Exposure and unused Revolving Commitments
representing more than 66 2/3% of the sum of the total Revolving Exposure and
total unused Revolving Commitments immediately prior to the Amendment No. 2
Effective Date 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) a duly executed copy
of each of the Domestic Security Amendment and the Canadian Security Amendment;


 


(b)  the Administrative Agent and the Lenders shall have received
payment of all fees and expenses required to be paid or reimbursed by the
Parent Borrower or any other Loan Party under or in connection with this
Amendment and any other Loan Document, including those expenses set forth in Section 35
hereof;


 


(c)  the Administrative Agent shall have received a certificate of
a Financial Officer setting forth reasonably detailed calculations of the Fixed
Charge Coverage Ratio as of the last day of each of the
four-consecutive-fiscal-quarter periods ended September 30, 2008, and December 31,
2008;


 


(d)  the Administrative Agent shall have received from Holdings
and the Borrowers (i) a Borrowing Base Certificate and supporting
information for the week ended on March 1, 2009, and (ii) a cash flow
forecast for Holdings, the Borrowers and the Subsidiaries and a forecast of the
Domestic Borrowing Base and the Canadian Borrowing Base (on a consolidated
basis), in each case for the immediately succeeding thirteen-week period
commencing on February 27, 2009, and setting forth projected cash flows
and the projected amount of each of the Domestic Borrowing Base and the Canadian
Borrowing Base (on a consolidated basis), in each case on a weekly basis (which
delivery by Holdings and the Borrowers shall constitute a representation and
warranty by Holdings and the Borrowers that such projections are based upon
reasonable assumptions, in light of current market conditions, and that such
cash flow forecast reflects cash disbursements that are necessary for the
ordinary course operation of the respective businesses of Holdings, the
Borrowers and the Subsidiaries during such period); and


 


(e)  (i) the Administrative Agent shall have received, for
the account of the Lenders entitled thereto, payment from the Borrowers of all
accrued and unpaid interest on the Loans outstanding under the Credit Agreement
as of the Amendment No. 2 Effective Date (calculated after giving effect
to the amendment to the definition of “Applicable Rate” contemplated by Section 3(a) hereof)
and (ii) the Administrative Agent, the Issuing Bank and the Lenders shall
have received payment from the 


 


14

















 


Borrowers of
all accrued and unpaid fees (including, without limitation, Commitment Fees,
Participation Fees and Fronting Fees) under the Credit Agreement as of the
Amendment No. 2 Effective Date (calculated after giving effect to the
amendment to the definition of “Applicable Rate” contemplated by Section 3(a) hereof),
provided that the portion of the accrued and unpaid interest on the
Loans and the accrued and unpaid fees payable pursuant to this paragraph (e) resulting
from the increase in the Applicable Rate contemplated by Section 3(a) hereof
(collectively, the “Incremental Interest”) shall be capitalized in the
form of Borrowings made by the Borrowers pursuant to Section 26 hereof.


 


SECTION 30.  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, the Issuing Bank, the Swingline Lender, Holdings,
the Borrowers 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 Borrowers 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 shall
constitute a “Loan Document” for all purposes of the Credit Agreement and the
other Loan Documents.


 


SECTION 31.  Reaffirmation.  Each of Holdings, the Borrowers and the other
Loan Parties hereby confirms its guarantees, pledges, mortgages, hypothecs,
grants of security interest and other agreements, as applicable, under each of
the Credit Agreement and the other Loan Documents to which it is a party and
agrees that, notwithstanding the effectiveness of this Amendment and the
consummation of the transactions contemplated hereby, such guarantees, pledges,
mortgages, hypothecs, grants of security interest and other agreements shall
continue to be in full force and effect and shall accrue to the benefit of the
Administrative Agent and the other Secured Parties as described in the Credit
Agreement and the other Loan Documents, as applicable.


 


SECTION 32.  Release.  Each of Holdings, the Borrowers and the other
Loan Parties (a) acknowledges and agrees that it does not have any claim,
cause of action or similar right of any kind or nature (collectively, “Claims”)
against any Lender, the Administrative Agent, the Issuing Bank or any of their
respective Affiliates (collectively, the “Released Parties”) arising out
of, relating to or otherwise connected with any of the Loan Documents, the
transactions thereunder or the actions or inactions of any of the Released
Parties thereunder or in connection therewith and (b) hereby waives,
releases and discharges each Released Party from any and all such Claims,
whether known or unknown.  The foregoing
acknowledgment and release is given as consideration for the agreements and
waivers provided for in this Amendment.


 


15

















 


SECTION 33.  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 34.  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,
each Borrower, each other Loan 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.


 


SECTION 35.  Expenses.  The Parent Borrower agrees to reimburse the
Administrative Agent (and each of its Affiliates), as well as each Lender, for
its reasonable out-of-pocket expenses (including, without limitation, the
reasonable fees, charges and disbursements of counsel for each of the
Administrative Agent and each Lender) in connection with the preparation and
execution of this Amendment and each document contemplated hereunder.


 


SECTION 36.  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]


 


16

















 


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 LIMITED,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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. 2 Signature Page]


 

















 


	
   

  	
  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. 2 Signature Page]


 

















 


	
   

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

  Issuing Bank and Swingline Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Charles O. Freedgood

  
	
   

  	
   

  	
  Name:

  	
  Charles O. Freedgood

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


[Amendment No. 2 Signature Page]


 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., 

  TORONTO BRANCH, Individually and as 

  Canadian Lending Office for the 

  Administrative Agent, Issuing Bank and

  Swingline Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  /s/ Charles O. Freedgood

  
	
   

  	
   

  	
  Name:

  	
  Charles O. Freedgood

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


[Amendment No. 2 Signature Page]


 
















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT NO. 2, WAIVER AND AGREEMENT TO THE
  AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 21, 2008, AMONG
  INDALEX HOLDINGS FINANCE, INC., INDALEX HOLDING CORP., INDALEX LIMITED, THE
  OTHER SUBSIDIARIES OF INDALEX HOLDING CORP. PARTY THERETO, THE LENDERS PARTY
  THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
     Bank of America NA

  
	
   

  	
   

  	
  Name of
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ H. Michael Wills

  
	
   

  	
   

  	
   

  	
  Name: H. Michael Wills

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ H. Michael Wills

  
	
   

  	
   

  	
   

  	
  Name: H. Michael Wills

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President

  



 


[Amendment No. 2 Signature Pages]


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT NO. 2, WAIVER AND AGREEMENT TO THE
  AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 21, 2008, AMONG INDALEX
  HOLDINGS FINANCE, INC., INDALEX HOLDING CORP., INDALEX LIMITED, THE OTHER
  SUBSIDIARIES OF INDALEX HOLDING CORP. PARTY THERETO, THE LENDERS PARTY
  THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Bank of America, National Association

  
	
   

  	
   

  	
  (acting through its Canada Branch)

  
	
   

  	
   

  	
  Name of
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Medina Sales De Andrade

  
	
   

  	
   

  	
   

  	
  Name: MEDINA SALES DE ANDRADE

  
	
   

  	
   

  	
   

  	
  Title: VICE PRESIDENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title: 

  



 


[Amendment No. 2 Signature Pages]


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT NO. 2, WAIVER AND AGREEMENT TO THE
  AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 21, 2008, AMONG
  INDALEX HOLDINGS FINANCE, INC., INDALEX HOLDING CORP., INDALEX LIMITED, THE
  OTHER SUBSIDIARIES OF INDALEX HOLDING CORP. PARTY THERETO, THE LENDERS PARTY
  THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Bank of Montreal

  
	
   

  	
   

  	
  Name of
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Barry W. Stratton

  
	
   

  	
   

  	
   

  	
  Name: Barry W. Stratton

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


[Amendment No. 2 Signature Pages]


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT NO. 2, WAIVER AND AGREEMENT TO THE
  AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 21, 2008, AMONG
  INDALEX HOLDINGS FINANCE, INC., INDALEX HOLDING CORP., INDALEX LIMITED, THE
  OTHER SUBSIDIARIES OF INDALEX HOLDING CORP. PARTY THERETO, THE LENDERS PARTY
  THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    General Electric Capital Corporation

  
	
   

  	
   

  	
  Name of
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William Hendricks

  
	
   

  	
   

  	
   

  	
  Name: William Hendricks

  
	
   

  	
   

  	
   

  	
  Title: Duly Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


[Amendment No. 2 Signature Pages]


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT NO. 2, WAIVER AND AGREEMENT TO THE
  AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 21, 2008, AMONG
  INDALEX HOLDINGS FINANCE, INC., INDALEX HOLDING CORP., INDALEX LIMITED, THE
  OTHER SUBSIDIARIES OF INDALEX HOLDING CORP. PARTY THERETO, THE LENDERS PARTY
  THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    GE Canada Finance Holding Company

  
	
   

  	
   

  	
  Name of
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Nick Lalani

  
	
   

  	
   

  	
   

  	
  Name: NICK LALANI

  
	
   

  	
   

  	
   

  	
  Title: DULY AUTHORIZED

  
	
   

  	
   

  	
   

  	
            SIGNATORY

  



 


[Amendment No. 2 Signature Pages]


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT NO. 2, WAIVER AND AGREEMENT TO THE
  AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 21, 2008, AMONG
  INDALEX HOLDINGS FINANCE, INC., INDALEX HOLDING CORP., INDALEX LIMITED, THE
  OTHER SUBSIDIARIES OF INDALEX HOLDING CORP. PARTY THERETO, THE LENDERS PARTY
  THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Wachovia Capital Finance Corporation

  
	
   

  	
   

  	
  (Central)

  
	
   

  	
   

  	
  Name of
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Vicky Geist

  
	
   

  	
   

  	
   

  	
  Name: Vicky Geist

  
	
   

  	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


[Amendment No. 2 Signature Pages]


 
















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT NO. 2, WAIVER AND AGREEMENT TO THE
  AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 21, 2008, AMONG
  INDALEX HOLDINGS FINANCE, INC., INDALEX HOLDING CORP., INDALEX LIMITED, THE
  OTHER SUBSIDIARIES OF INDALEX HOLDING CORP. PARTY THERETO, THE LENDERS PARTY
  THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Wachovia Capital Finance Corporation

  
	
   

  	
   

  	
  (Canada)

  
	
   

  	
   

  	
  Name of Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Niall Hamilton

  
	
   

  	
   

  	
   

  	
  Name: Niall Hamilton

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  	
  Wachovia Capital Finance Corporation

  
	
   

  	
   

  	
   

  	
  (Canada)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


[Amendment No. 2 Signature Pages]


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT NO. 2, WAIVER AND AGREEMENT TO THE
  AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 21, 2008, AMONG
  INDALEX HOLDINGS FINANCE, INC., INDALEX HOLDING CORP., INDALEX LIMITED, THE
  OTHER SUBSIDIARIES OF INDALEX HOLDING CORP. PARTY THERETO, THE LENDERS PARTY
  THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Wells Fargo Foothill, LLC

  
	
   

  	
   

  	
  Name of Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Rohan Damani

  
	
   

  	
   

  	
   

  	
  Name: Rohan Damani

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


[Amendment No. 2 Signature Pages]


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT NO. 2, WAIVER AND AGREEMENT TO THE
  AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 21, 2008, AMONG
  INDALEX HOLDINGS FINANCE, INC., INDALEX HOLDING CORP., INDALEX LIMITED, THE
  OTHER SUBSIDIARIES OF INDALEX HOLDING CORP. PARTY THERETO, THE LENDERS PARTY
  THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Wells Fargo Financial Corporation Canada

  
	
   

  	
   

  	
  Name of Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Deborah James

  
	
   

  	
   

  	
   

  	
  Name: Deborah James

  
	
   

  	
   

  	
   

  	
  Title: SVP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


[Amendment No. 2 Signature Pages]


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT NO. 2, WAIVER AND AGREEMENT TO THE
  AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 21, 2008, AMONG
  INDALEX HOLDINGS FINANCE, INC., INDALEX HOLDING CORP., INDALEX LIMITED, THE
  OTHER SUBSIDIARIES OF INDALEX HOLDING CORP. PARTY THERETO, THE LENDERS PARTY
  THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Sun Indalex Finance, LLC

  
	
   

  	
   

  	
  Name of Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael McConvery

  
	
   

  	
   

  	
   

  	
  Name: Michael McConvery

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


[Amendment No. 2 Signature Pages]


 

















 


EXHIBIT A


 


Domestic Security Amendment


 

















 


EXHIBIT B


 


Canadian Security Amendment