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