Credit Agreement

EXECUTION COPY







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



[CS&M Ref. 6701-504]






TABLE OF CONTENTS

Page

ARTICLE I

Definitions

SECTION 1.01. Defined Terms 1
SECTION 1.02. Classification of Loans and Borrowings 45
SECTION 1.03. Terms Generally 45
SECTION 1.04. Accounting Terms; GAAP 45
SECTION 1.05. Currency Translation 46

ARTICLE II

The Credits

SECTION 2.01. Commitments 47
SECTION 2.02. Loans and Borrowings 48
SECTION 2.03. Requests for Revolving Borrowings 49
SECTION 2.04. Swingline Loans 50
SECTION 2.05. Letters of Credit 51
SECTION 2.06. Canadian Bankers92 Acceptances 56
SECTION 2.07. Funding of Borrowings 58
SECTION 2.08. Interest Elections 59
SECTION 2.09. Termination and Reduction of Commitments 61
SECTION 2.10. Repayment of Loans and B/As; Evidence of Debt 62
SECTION 2.11. Prepayments 63
SECTION 2.12. Fees 64
SECTION 2.13. Interest 65
SECTION 2.14. Alternate Rate of Interest 66
SECTION 2.15. Increased Costs 67
SECTION 2.16. Break Funding Payments 67
SECTION 2.17. Taxes 68
SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 70
SECTION 2.19. Mitigation Obligations; Replacement of Lenders 72
SECTION 2.20. Returned Payments 72
SECTION 2.21. Revolving Commitment Increases 73
SECTION 2.22. Delivery of a Borrowing Base Certificate 74

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers 74
SECTION 3.02. Authorization; Enforceability 74
SECTION 3.03. Governmental Approvals; No Conflicts 75
SECTION 3.04. Financial Condition; No Material Adverse Change 75











SECTION 3.05. Properties 76
SECTION 3.06. Litigation and Environmental Matters 76
SECTION 3.07. Compliance with Laws and Agreements 76
SECTION 3.08. Investment and Holding Company Status 77
SECTION 3.09. Taxes 77
SECTION 3.10. ERISA 77
SECTION 3.11. Disclosure 78
SECTION 3.12. Solvency 78
SECTION 3.13. Insurance 78
SECTION 3.14. Capitalization and Subsidiaries 79
SECTION 3.15. Labor Disputes 79

ARTICLE IV

Conditions

SECTION 4.01. Effective Date 79
SECTION 4.02. Each Credit Event 83

ARTICLE V

Affirmative Covenants

SECTION 5.01. Financial Statements; Borrowing Base and Other Information 84
SECTION 5.02. Notices of Material Events 86
SECTION 5.03. Existence 87
SECTION 5.04. Payment of Obligations 87
SECTION 5.05. Maintenance of Properties 87
SECTION 5.06. Books and Records; Inspection Rights 87
SECTION 5.07. Compliance with Laws 88
SECTION 5.08. Use of Proceeds 88
SECTION 5.09. Insurance 89
SECTION 5.10. Depository Banks 89
SECTION 5.11. Additional Collateral; Further Assurances 89
SECTION 5.12. Purchase Price Adjustment 90
SECTION 5.13. Post-Closing Matters 90

ARTICLE VI

Negative Covenants

SECTION 6.01. Indebtedness 91
SECTION 6.02. Liens 94
SECTION 6.03. Fundamental Changes 96
SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions 97
SECTION 6.05. Asset Sales 99
SECTION 6.06. Sale and Leaseback Transactions 101
SECTION 6.07. Swap Agreements 101
SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness 101
SECTION 6.09. Transactions with Affiliates 103
SECTION 6.10. Restrictive Agreements 104




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SECTION 6.11. Amendment of Material Documents 104
SECTION 6.12. Fixed Charge Coverage Ratio 104
SECTION 6.13. Certain Equity Securities 105
SECTION 6.14. Changes in Fiscal Periods 105

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices 110
SECTION 9.02. Waivers; Amendments 111
SECTION 9.03. Expenses; Indemnity; Damage Waiver 114
SECTION 9.04. Successors and Assigns 116
SECTION 9.05. Survival 120
SECTION 9.06. Counterparts; Integration; Effectiveness 120
SECTION 9.07. Severability 120
SECTION 9.08. Right of Setoff 120
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process 121
SECTION 9.10. WAIVER OF JURY TRIAL 121
SECTION 9.11. Headings 121
SECTION 9.12. Confidentiality 122
SECTION 9.13. Several Obligations; Nonreliance; Violation of Law 122
SECTION 9.14. USA PATRIOT Act 122
SECTION 9.15. Disclosure 122
SECTION 9.16. Appointment for Perfection 123
SECTION 9.18. Quebec 123
SECTION 9.19. Judgment Currency 124
SECTION 9.20. Obligations of the Canadian Subsidiary Borrower and Foreign Subsidiary Loan Parties 124
SECTION 9.21. Residency for Tax Purposes 124
SECTION 9.22. Intercreditor Agreement 125

ARTICLE X

Loan Guaranty

SECTION 10.01. Guaranty 125
SECTION 10.02. Guaranty of Payment 126
SECTION 10.03. No Discharge or Diminishment of Loan Guaranty 126
SECTION 10.04. Defenses Waived 127
SECTION 10.05. Rights of Subrogation 127




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SECTION 10.06. Reinstatement; Stay of Acceleration 127
SECTION 10.07. Information 127
SECTION 10.08. Taxes 127
SECTION 10.09. Maximum Liability 128
SECTION 10.10. Contribution 128
SECTION 10.11. Liability Cumulative 129




SCHEDULES :

Commitment Schedule
Schedule 1.01 96 Eligible Machinery and Equipment
Schedule 1.02 96 Eligible Real Property
Schedule 1.03 96 Mortgaged Properties
Schedule 1.04 96 Co-Investors
Schedule 1.05 96 Fronting Co-Investors
Schedule 3.03 96 No Conflicts
Schedule 3.05(a) 96 Real Property
Schedule 3.05(b) 96 Intellectual Property
Schedule 3.06 96 Disclosed Matters
Schedule 3.09 96 Taxes
Schedule 3.10(b) 96 Canadian Pension Plans
Schedule 3.13 96 Insurance
Schedule 3.14 96 Capitalization and Subsidiaries
Schedule 6.01 96 Existing Indebtedness
Schedule 6.02 96 Existing Liens
Schedule 6.04 96 Existing Investments
Schedule 6.09 96 Transactions with Affiliates
Schedule 6.10 96 Existing Restrictions

EXHIBITS :

Exhibit A 96 Form of Assignment and Assumption
Exhibit B-1 96 Form of Opinion of Kirkland & Ellis LLP
Exhibit B-2 96 Form of Opinion of Blake, Cassels & Graydon LLP
Exhibit B-3 96 Form of Opinion of Allen & Overy LLP
Exhibit C 96 Form of Borrowing Base Certificate
Exhibit D 96 Form of Compliance Certificate
Exhibit E 96 Joinder Agreement
Exhibit F-1 96 Form of Domestic Perfection Certificate
Exhibit F-2 96 Form of Canadian Perfection Certificate
Exhibit G-1 96 Form of Domestic Security Agreement
Exhibit G-2 96 Form of Canadian Security Agreement
Exhibit G-3 96 Form of U.K. Charge of Shares
Exhibit H 96 Form of Intercreditor Agreement

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CREDIT AGREEMENT dated as of February 2, 2006 (as it may be amended or modified from time to time, this " Agreement "), among INDALEX HOLDINGS FINANCE, INC., a Delaware corporation (" Holdings "), INDALEX HOLDING CORP., a Delaware corporation and a wholly-owned subsidiary of Holdings (the " Parent Borrower "), 6461948 CANADA INC., a Canadian corporation and a wholly-owned subsidiary of the Parent Borrower (the " Canadian Subsidiary Borrower "), the other Subsidiaries of the Parent Borrower party hereto, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

" AAG " means Asia Aluminum Group Ltd.

" AAG Disposition " means the sale, transfer or other disposition of any AAG Investment or the Equity Interests of any AAG Entity.

" AAG Entity " means any wholly-owned Subsidiary the only asset of which consists of all or a portion of the AAG Investment.

" AAG Investment " means the Equity Interests of AAG owned directly or indirectly by the Parent Borrower or any Subsidiary as of the Effective Date.

" AAG Proceeds " means the Net Proceeds from any AAG Disposition.

" AAG Shareholders Agreement " means the Shareholders Agreement relating to AAG dated June 8, 2001, among Asian Aluminum Holdings Limited, AAG Indalex UK Limited and Indalex Inc. as in effect on the date hereof.

" ABR ", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

" Acceptance Fee " has the meaning assigned to such term in Section 2.12(c).

" Account " has the meaning assigned to such term in the Security Agreements.

" Account Debtor " means any Person obligated on an Account.

" Acquisition " means the acquisition by the Parent Borrower, directly or indirectly, of all the Equity Interests of the U.S. Company and the Canadian Company pursuant to the Purchase Agreement.






" Acquisition Documents " means the Purchase Agreement, all other agreements to be entered into in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

" Additional Lender " has the meaning assigned to such term in Section 2.21(b).

" Adjusted Eligible Accounts " means, at any time, the Eligible Accounts of (x) the Parent Borrower and the wholly-owned Domestic Subsidiary Loan Parties at such time, in the case of the Domestic Borrowing Base, or (y) the Canadian Subsidiary Borrower and the wholly-owned Canadian Subsidiary Loan Parties at such time, in the case of the Canadian Borrowing Base, in each case minus the applicable Dilution Reserve at such time.

" Adjusted LIBO Rate " means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

" Administrative Agent " means (x) JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder (or, as applicable, such Affiliates thereof as it shall from time to time designate for the purpose of performing its obligations hereunder in such capacity), and (y) with respect to Loans or Borrowings made to, or B/A Drawings made by, the Canadian Subsidiary Borrower, or Letters of Credit issued for the account of the Canadian Subsidiary Borrower or any Foreign Subsidiary, JPMorgan Chase Bank, N.A., Toronto Branch (or, as applicable, such Affiliates thereof as it shall from time to time designate for the purpose of performing its obligations hereunder in such capacity), and, in each case, its successors in such capacity as provided in Article VIII.

" Administrative Questionnaire " means an Administrative Questionnaire in a form supplied by the Administrative Agent.

" Affiliate " means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided , however , that for purposes of Section 6.09, the term "Affiliate" shall also include any person that directly, or indirectly through one or more intermediaries, owns 10% or more of any class of Equity Interests of the Person specified or that is an officer or director of the Person specified.

" Agreement " has the meaning assigned to such term in the preamble to this Agreement.

" ALTA " means the American Land Title Association.

" Alternate Base Rate " means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus bd of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

" Applicable Percentage " means, at any time with respect to any Lender, the percentage of the aggregate Revolving Commitments at such time represented by such Lender92s Revolving Commitment at such time. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments of Revolving Exposure that occur after such termination or expiration.

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" Applicable Rate " means, for any day, with respect to any Eurodollar Revolving Loan, ABR Revolving Loan, U.S. Base Rate Revolving Loan or Canadian Base Rate Revolving Loan, or with respect to the B/A Drawings and the Commitment Fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption "Eurodollar Spread and B/A Rate", "ABR, U.S. Base Rate and Canadian Base Rate Spread" or "Commitment Fee Rate", as the case may be, based upon the Average Availability determined as of the date of the most recent Borrowing Base Certificate delivered pursuant to Section 5.01(f) (calculated as of the end of such day):

Average Availability Eurodollar Spread
and
B/A Rate ABR, U.S. Base Rate and
Canadian Base Rate
Spread Commitment
Fee Rate
Category 1 b3 $130,000,000 1.75 % 0.75 % 0.375 %
Category 2 < $130,000,000 b3 $65,000,000 2.00 % 1.00 % 0.375 %
Category 3 < $65,000,000 2.25 % 1.25 % 0.375 %




Notwithstanding the foregoing, the Applicable Rate with respect to any Loan or fee shall be deemed to be in Category 3 (a) at any time that an Event of Default has occurred and is continuing or (b) at the option of the Administrative Agent or at the request of the Required Lenders if the Parent Borrower fails to deliver any Borrowing Base Certificate required to be delivered by it pursuant to Section 5.01(f), during the period from the expiration of the time for delivery thereof until such Borrowing Base Certificate is delivered.

" Approved Fund " has the meaning assigned to such term in Section 9.04(b).

" Assignment and Assumption " means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, substantially in the form of Exhibit A or any other form approved by the Administrative Agent.

" Availability " means, at any time, an amount equal to (a) the Total Borrowing Base at such time, minus (b) the aggregate Revolving Exposure at such time.

" Availability Block " means an amount equal to $15,000,000.

" Availability Period " means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

" Average Availability " means, on any day, an amount equal to the quotient of (a) the sum of the end of day Availability for each day during the most recently ended period of three consecutive full calendar months, divided by (b) the number of days in such three-month period. Notwithstanding the foregoing, in the event the Borrowing Base Certificate is delivered on a weekly basis pursuant to Section 5.01(f), Average Availability means, on any day, an amount equal to the quotient of (a) the sum of the end of day Availability for each day during the most recently ended period of twelve consecutive full calendar weeks, divided by (b) the number of days in such twelve-week period.

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" B/A " means a bill of exchange, including a depository bill issued in accordance with the Depository Bills and Notes Act (Canada), denominated in Canadian Dollars, drawn by the Canadian Subsidiary Borrower and accepted by a Lender that is a Canadian Resident in accordance with the terms of this Agreement.

" B/A Drawing " means B/As accepted and purchased on the same date and as to which a single Contract Period is in effect, including any B/A Equivalent Loans made on the same date and as to which a single Contract Period is in effect. For greater certainty, all provisions of this Agreement that are applicable to B/As are also applicable, mutatis mutandis , to B/A Equivalent Loans and, with respect to any Non-B/A Lender, all references herein to B/As shall be deemed to include references to B/A Equivalent Loans.

" B/A Equivalent Loan " has the meaning assigned to such term in Section 2.06(k).

" Banking Services " means each and any of the following bank services provided to any Loan Party by any Lender or any of its Affiliates: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including controlled disbursement, currency, automated clearinghouse transactions, return items, overdrafts and interstate depository network services), provided that any Banking Services provided to the Canadian Subsidiary Borrower or any Canadian Subsidiary Loan Party shall be provided by a Canadian Resident.

" Banking Services Obligations " of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

" Board " means the Board of Governors of the Federal Reserve System of the United States of America.

" Borrowers " means, collectively, the Parent Borrower and the Canadian Subsidiary Borrower.

" Borrowing " means (a) Loans of the same Tranche and Type, made, converted or continued on the same date and, in the case of Eurodollar Revolving Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

" Borrowing Base Certificate " means a certificate, signed and certified as accurate and complete by a Financial Officer or any other officer of the Parent Borrower reasonably acceptable to the Administrative Agent, in substantially the form of Exhibit C or another form that is reasonably acceptable to the Administrative Agent in its sole discretion, which shall include appropriate exhibits, schedules, supporting documentation and additional reports (a) as outlined in Schedule 1 to Exhibit C , (b) as reasonably requested by the Administrative Agent and (c) as provided for in Section 5.01(f).

" Borrowing Request " means a request by the applicable Borrower for a Revolving Borrowing in accordance with Section 2.03.

" Business Day " means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed, provided that (a) when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in U.S. Dollar deposits in the London interbank market, and (b) when used in connection with a Loan made to, or a Letter of Credit issued for the account of, the

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Canadian Subsidiary Borrower or a B/A, the term "Business Day" shall also (i) exclude any day on which banks are not open for dealings in deposits in Toronto but (ii) include any day on which banks are open for dealings in deposits in Toronto.

" Canadian Base Rate " means, for any day, the rate of interest per annum equal to the greater of (a) the interest rate per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect on such day at its principal office in Toronto for determining interest rates applicable to commercial loans denominated in Canadian Dollars in Canada and (b) the interest rate per annum equal to the sum of (i) the CDOR Rate on such day and (ii) bd of 1% per annum. Any change in such prime rate or the CDOR Rate shall be effective as of the opening of business on the effective date of such change in the reference rate or the CDOR Rate, respectively.

" Canadian Benefit Plans " means all employee benefit plans maintained or contributed to by the Borrowers or any Subsidiary that are not Canadian Pension Plans, including all profit sharing, savings, post-retirement, supplemental retirement, retiring allowance, severance, pension, deferred compensation, welfare, bonus, incentive compensation, phantom stock, legal services, supplementary unemployment benefit plans or arrangements and all life, health, dental and disability plans and arrangements in which the employees or former employees of the Borrowers or any Subsidiary employed in Canada participate or are eligible to participate.

" Canadian Borrowing Base " means, at any time, the sum of (a) 85% of the U.S. Dollar Equivalent of the aggregate Adjusted Eligible Accounts of the Canadian Subsidiary Borrower and the wholly-owned Canadian Subsidiary Loan Parties at such time, plus (b) the lesser of (i) 85% of the product of (x) the Net Recovery Liquidation Rate in effect (based on the then most recent independent Inventory appraisal in form, scope and substance reasonably satisfactory to the Administrative Agent) at such time multiplied by (y) the U.S. Dollar Equivalent of the aggregate amount of Inventory of the Canadian Subsidiary Borrower and the wholly-owned Canadian Subsidiary Loan Parties at such time (as reported in accordance with the applicable Loan Party92 s Inventory records), and (ii) the sum of (A) 75% of the U.S. Dollar Equivalent of the aggregate cost of Eligible Aluminum Billets and (B) 65% of the U.S. Dollar Equivalent of the aggregate cost of Other Eligible Inventory, in each case of the Canadian Subsidiary Borrower and the wholly-owned Canadian Subsidiary Loan Parties at such time (in the case of each of subclauses (i) and (ii) of this clause (b), with any Inventory, Eligible Inventory, Eligible Aluminum Billets and Other Eligible Inventory to be valued on a first-in, first-out basis), provided that the aggregate amount determined pursuant to this clause (b) shall not constitute more than 50% of the Canadian Borrowing Base at such time, plus (c) the PP&E Component at such time minus (d) Reserves with respect to the Canadian Subsidiary Borrower and the wholly-owned Canadian Subsidiary Loan Parties at such time. The Administrative Agent may, in its Permitted Discretion, from time to time, reduce the advance rates set forth above or establish and revise ineligibles and Reserves reducing the amount of Eligible Accounts, Inventory, Eligible Inventory, Eligible Aluminum Billets, Other Eligible Inventory, Eligible Machinery and Equipment and Eligible Real Property used in computing the Canadian Borrowing Base, with any such changes to be effective five Business Days after delivery of notice thereof to the Canadian Subsidiary Borrower and the Lenders (which notice shall describe in reasonable detail the reasons for such changes), provided that any Reserve established by the Administrative Agent shall not apply in respect of items excluded from Eligible Accounts, Eligible Inventory, Eligible Aluminum Billets, Other Eligible Inventory, Eligible Machinery and Equipment and Eligible Real Property pursuant to the definitions thereof or covered by any other Reserve in effect at the time such Reserve is established. The Canadian Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.01(f) of this Agreement.

" Canadian Company " means Indalex Limited, a Canadian corporation (Corporation No. 4214269).

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" Canadian Dollars " or " C$ " means the lawful money of Canada.

" Canadian GAAP " means the generally accepted accounting principles in Canada.

" Canadian Hypothec " means a trust deed of hypothec granted or to be granted by any Loan Party in favor of the Administrative Agent on moveable or immoveable property pursuant to the laws of the Province of Quebec, together with all bonds, debentures and pledges or hypothecs thereof, as amended, supplemented or otherwise modified from time to time.

" Canadian L/C Disbursement " means a payment made by the Issuing Bank pursuant to a Letter of Credit issued for the account of the Canadian Subsidiary Borrower or for the account of any Foreign Subsidiary.

" Canadian L/C Exposure " means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued for the account of the Canadian Subsidiary Borrower and the Foreign Subsidiaries at such time plus (b) the aggregate amount of all Canadian L/C Disbursements that have not yet been reimbursed (including by the making of Loans hereunder) by or on behalf of the Canadian Subsidiary Borrower and the Foreign Subsidiaries at such time. The Canadian L/C Exposure of any Lender at any time shall be its Applicable Percentage of the Canadian L/C Exposure at such time.

" Canadian Lending Office " means, as to any Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Canadian Revolving Loans to the Canadian Subsidiary Borrower and to accept and purchase or arrange for the purchase of B/As, provided that any such branch or office shall be (a) of a bank named in Schedule I or Schedule II to the Bank Act (Canada) or (b) a branch or office either (i) of a financial institution or other entity that is not a "non-resident of Canada" (as such term is defined in the Canadian Tax Act) or (ii) of a financial institution that is named on Schedule III to the Bank Act (Canada) and through which an "authorized foreign bank" (as such term is defined ...