REGISTRATION AGREEMENTRegistration Agreement • October 24th, 2006 • Indalex Holding Corp. • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of February 2, 2006, by and among Indalex Holdings Finance, Inc., a Delaware corporation (the “Company”), Sun Indalex, LLC, a Delaware limited liability company (“Sun”), and each Person whose name appears on the signature pages attached hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Other Investors”). Otherwise undefined capitalized terms used herein are defined in Section 9 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2006 • Indalex Holding Corp. • New York
This REGISTRATION RIGHTS AGREEMENT dated Feburary 2, 2006 (the “Agreement”) is entered into by and among Indalex Holding Corp., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), J.P. Morgan Securities Inc. (“JPMorgan”), on behalf of itself and as representative of Harris Nesbitt Corp., Credit Suisse First Boston LLC, Piper Jaffray & Co. and Morgan Joseph & Co. Inc. (collectively, and together with JPMorgan, the “Initial Purchasers”).
Grant AgreementStock Option Grant Agreement • October 24th, 2006 • Indalex Holding Corp.
This Grant Agreement, dated as of , 2006 (the “Effective Date”), evidences the grant of an option pursuant to the provisions of the 2006 Stock Option Plan (the “Plan”) of Indalex Holdings Finance, Inc. (the “Company”) to the individual whose name appears below (the “Optionee”), covering the specific number of shares of Non-Voting Common Stock (the “Shares”) set forth below and on the following terms and conditions:
CREDIT AGREEMENT dated as of February 2, 2006, amongCredit Agreement • October 24th, 2006 • Indalex Holding Corp. • New York
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.
INDALEX HOLDINGS FINANCE, INC. 75 Tri-State International Lincolnshire, IL 60069Stock Option Agreement • October 24th, 2006 • Indalex Holding Corp. • Delaware
Sun Indalex, LLC 5200 Town Center Circle, Suite 470 Boca Raton, FL 33486Indemnification Agreement • October 24th, 2006 • Indalex Holding Corp.
Reference is made to the Stockholders’ Agreement, dated as of February 2, 2006 (the “Agreement”), by and among Indalex Holdings Finance, Inc., a Delaware corporation (the “Company”), Sun Indalex, LLC, a Delaware limited liability company (“Sun”), and the Minority Shareholders party thereto. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement. In the event of a conflict between this letter and the Agreement, this letter shall control.
STOCK PURCHASE AGREEMENT BY AND AMONG INDALEX HOLDING CORP., NOVAR USA HOLDINGS INC., NOVAR OVERSEAS HOLDINGS B.V. AND HONEYWELL INTERNATIONAL INC. September 16, 2005Stock Purchase Agreement • October 24th, 2006 • Indalex Holding Corp. • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 16th day of September, 2005, by and among Indalex Holding Corp., a Delaware corporation (“Purchaser”), Novar USA Holdings Inc., a Delaware corporation (“Novar USA Holdings”), Novar Overseas Holdings B.V., a corporation formed under the laws of the Netherlands (“Novar Overseas”), and Honeywell International Inc., a Delaware corporation (“Honeywell”). Each of Novar USA Holdings and Novar Overseas is referred to herein as a “Seller” and, collectively as, the “Sellers.”
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 24th, 2006 • Indalex Holding Corp. • Delaware
This MANAGEMENT SERVICES AGREEMENT (the “Agreement”), dated as of February 2, 2006 (the “Effective Date”), is entered into by and among Indalex Holding Corp., a Delaware corporation (the “Company”) with an address of 5200 Town Center Circle, Suite 470, Boca Raton, FL 33486, Indalex Limited, a Canada Corporation (“Indalex Limited”) formed upon the amalgamation of 6461948 Canada Inc. and Indalex Limited with an address of 5675 Kennedy Road, Mississauga, Ontario, Canada L4Z 2H9, and Sun Capital Partners Management III, LP, a Delaware limited partnership (the “Manager”) with an address of 5200 Town Center Circle, Suite 470, Boca Raton, FL 33486.
ContractTermination Agreement • October 24th, 2006 • Indalex Holding Corp.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2006 • Indalex Holding Corp. • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of May 8, 2006, by and among Indalex Holdings Finance, Inc., a Delaware corporation (the “Company”), Indalex Co-Investment, LLC, a Delaware limited liability company (“Purchaser”) and each Person whose name appears on the signature page hereto under the heading “Sellers” (collectively, the “Sellers”).
INDALEX HOLDINGS FINANCE, INC. 75 Tri-State International Lincolnshire, IL 60069Stock Option Agreement • October 24th, 2006 • Indalex Holding Corp. • Delaware
INDALEX HOLDING CORP. 11½% Second-Priority Senior Secured Notes due 2014 Purchase AgreementPurchase Agreement • October 24th, 2006 • Indalex Holding Corp. • New York
Indalex Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $270,000,000 aggregate principal amount of its 11½% Second-Priority Senior Secured Notes due 2014 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of February 2, 2006 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on a second-priority senior secured basis by each of the Guarantors (the “Guarantees”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2006 • Indalex Holding Corp. • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of February 2, 2006 by and among Indalex Holdings Finance, Inc., a Delaware corporation (the “Company”), and each Person whose name appears on the signature page hereto under the heading “Purchasers” (collectively, “Purchasers”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 5 hereof.
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • October 24th, 2006 • Indalex Holding Corp. • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of February 2, 2006, by and among (i) Sun Indalex, LLC, a Delaware limited liability company (“Sun”), (ii) each Person whose name appears on the signature page hereto under the heading “Minority Stockholders” or who otherwise hereafter becomes a party to this Agreement (collectively, the “Minority Stockholders”) and (iii) Indalex Holdings Finance, Inc., a Delaware corporation (the “Company”). Certain other capitalized terms used herein are defined in Section 1.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2006 • Indalex Holding Corp. • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of February 2, 2006, by and between Indalex Holdings Finance, Inc., a Delaware corporation (the “Company”), and Sun Indalex, LLC, a Delaware limited liability company (“Sun”).
