Indalex Holdings Finance Inc Watch

from 8-K 16 pages 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

from 8-K 148 pages Amended and Restated Credit Agreement Dated as of May 21, 2008, Among Indalex Holdings Finance, Inc., Indalex Holding Corp., as Parent Borrower, Indalex Limited, as Canadian Subsidiary Borrower, the Subsidiary Loan Parties Party Hereto, the Lenders Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger

from S-4/A 29 pages A. the Company and Certain Subsidiaries (Such Term and Each Other Capitalized Term Used Herein and Not Heretofore Defined Having the Meanings Set Forth in Section 1 Below) Have Entered Into the Credit Agreement Dated as of February 2, 2006 (The “Credit Agreement”), With the Lenders Party Thereto and Jpmcb, as Administrative Agent; B. the Obligations of the Company and the Subsidiaries Under the Credit Agreement Are Secured on a First-Priority Basis by Various Assets of the Company and Certain Subsidiaries; C. the Issuer, the Company, Certain Other Subsidiaries and the Trustee Have Entered Into the Indenture Dated as of February 2, 2006 (The “Indenture”), Pursuant to Which the Notes Shall Be Issued and Governed; D. the Obligations of the Issuer, the Company and Certain Other Subsidiaries Under the Indenture and the Notes Are Secured on a Second-Priority Basis by Various Assets of the Company and Certain Subsidiaries; E. the Issuer, the Company, Certain Other Subsidiaries, the Intercreditor Agent and the Trustee Are Entering Into This Agreement to Set Forth, Among Other Things, Certain Rights and Priorities With Respect to the Senior Lender Collateral and the Noteholder Collateral; Accordingly, in Consideration of the Foregoing, the Mutual Covenants and Obligations Herein Set Forth and for Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto, Intending to Be Legally Bound, Hereby Agree as Follows: Section 1. Definitions. 1.1 Defined Terms. as Used in This Agreement, the Following Terms Have the Meanings Specified Below: “Agreement” Shall Mean This Agreement

from S-4 150 pages Credit Agreement Dated as of February 2, 2006, Among Indalex Holdings Finance, Inc., Indalex Holding Corp., as Parent Borrower, 6461948 Canada Inc., as Canadian Subsidiary Borrower, the Subsidiary Loan Parties Party Hereto, the Lenders Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger