1351667--3/31/2008--INDALEX_HOLDINGS_FINANCE_INC

related topics
{debt, indebtedness, cash}
{investment, property, distribution}
{cost, regulation, environmental}
{cost, operation, labor}
{operation, natural, condition}
{competitive, industry, competition}
{condition, economic, financial}
{stock, price, operating}
{operation, international, foreign}
{cost, contract, operation}
{personnel, key, retain}
{gas, price, oil}
{acquisition, growth, future}
{customer, product, revenue}
Risk Factors Related to the Notes Our substantial amount of indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness, including the notes. To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations. Despite our substantial indebtedness, we may still incur significantly more debt, which could further exacerbate the risks described above. Indalex Holding Corp. is a holding company, and therefore its ability to repay its indebtedness, including the notes, is dependent on cash flow generated by its subsidiaries and their ability to make distributions to Indalex Holding Corp. There may not be sufficient collateral to pay all or any of the notes. Holders of notes will not control decisions regarding collateral. The capital stock securing the notes will automatically be released from the second-priority lien and no longer be deemed to be collateral to the extent the pledge of such capital stock would require the filing with the SEC of separate financial statements for the Issuer or any of its subsidiaries. Rights of holders of notes in the collateral may be adversely affected by bankruptcy proceedings. Rights of holders of notes in the collateral may be adversely affected by the failure to perfect security interests in certain collateral acquired in the future. Restrictive covenants in the credit agreement governing our revolving credit facility and the indenture governing the notes may limit our current and future operations, particularly our ability to respond to changes in our business or to pursue our business strategies. A breach of the restrictive covenants in the credit agreement governing our revolving credit facility or the indenture governing the notes, or our inability to comply with the fixed charge coverage ratio in the credit agreement, would have adverse consequences to you as a holder of the notes. Not all of our subsidiaries are guarantors and therefore the notes are structurally subordinated in right of payment to the indebtedness and other liabilities of our existing and future subsidiaries that do not guarantee the notes. We may not be able to repurchase the notes upon any change of control as required by the indenture governing the notes, which would result in a default under the indenture governing the notes and would adversely affect our business and financial condition. Holders of notes may not be able to determine when a change of control has occurred. The terms of the notes may not protect you if we enter into transactions including acquisitions, refinancings or other recapitalizations that would not constitute a change of control under the indenture. Federal and state statutes allow courts, under specific circumstances, to void the guarantees and security interests, subordinate claims in respect of the guarantees and security interests and require noteholders to return payments received from the guarantors. Risk Factors Related to our Business The aluminum extrusion industry is cyclical and highly dependent on economic conditions of end-user markets in the United States and Canada, and the cyclicality and volatility of these markets could adversely affect us. The markets for our products are highly competitive, and our inability to compete effectively in the aluminum extrusion industry could result in the loss of customers, which would have an adverse effect on our net sales, results of operations and cash flows. The willingness of our customers to accept substitutes for our products could adversely affect our financial condition and results from operations. Equipment failures, delays in deliveries or catastrophic loss at any of our facilities could lead to production or service curtailments or shutdowns, which would have an adverse effect on our sales and results from operations. We rely on electricity and natural gas to produce our products, and rising costs or shortages of electric power and natural gas could adversely affect our results from operations and cash flows. Rising costs of aluminum and disruptions in our aluminum supply could adversely impact our financial results. We have restructured our operations from time to time in the past, and expect to continue to do so from time to time in the future. The charges associated with these restructurings could materially and adversely affect our earnings and liquidity in future periods. Our operations are subject to numerous complex and increasingly stringent environmental laws and regulations, and the costs of complying with environmental laws and regulations, including participation in assessments and cleanups of sites, are significant and will continue to be so for the future. We have liabilities and expenses for pensions and other postretirement benefits and could be required to make unexpected contributions to our defined benefit plans as a result of adverse changes in interest rates and the capital markets, or if our assumptions relating to our employee workforce are inaccurate. We may be adversely impacted by work stoppages and other labor matters. We depend on the service of key individuals, the loss of whom could materially harm our business. We are controlled by our principal equityholder, which has the power to take unilateral action. AAG and our other China sources are subject to risks which could affect our ability to effectively outsource aluminum extrusions from them. Fluctuations in currency exchange rates may significantly impact our results of operations recorded in U.S. dollars and may materially adversely affect the comparability of our results between financial periods. We will incur substantial ongoing costs to comply with federal securities law requirements. We may pursue strategic acquisitions, which could have an adverse impact on our business.

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