Exhibit 10G
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1, dated as of July 22, 1998 (this "Amendment"), to the
CREDIT AGREEMENT, dated as of May 21, 1998 (the "Credit Agreement"), among
Apogee Enterprises, Inc., a Minnesota corporation (the "Borrower"), each of the
lenders from time to time parties thereto (collectively, the "Lenders"), and The
Bank of New York, as L/C Issuer, Administrative Agent for the Lenders and Swing
Line Lender.
THE PARTIES hereby agree as follows:
Section 1. Amendments.
Pursuant to Section 11.05 of the Credit Agreement, the parties hereby agree
to amend the Credit Agreement as follows:
(a) The definition of "Applicable Margin" in Section 1.01(c) of the
Credit Agreement shall be amended to read in its entirety as follows:
"`Applicable Margin' means, at any date and with respect to each Loan,
the applicable margin set forth below based upon the Debt/EBITDA Ratio as
of such date (it being understood that measurement of the Debt/EBITDA as of
any Measurement Date is sufficient for this purpose):
Applicable Margin
----------------------------
Debt/EBITDA Ratio ABR Loans Eurodollar Loans
----------------- --------- ----------------
4.00 or greater 0.250% 1.500%
3.50 or greater, but less than 4.00 0.000 1.250
3.00 or greater, but less than 3.50 0.000 1.125
2.50 or greater, but less than 3.00 0.000 0.750
2.00 or greater, but less than 2.50 0.000 0.625
Less than 2.00 0.000 0.500
Notwithstanding the foregoing:
(i) Prior to the date of final determination of EBITDA for the
fiscal quarter of the Borrower to end on November 28, 1998, the
Applicable Margin for Eurodollar Loans shall not be less than 1.125%;
and
(ii) If the Subordinated Debt Transaction shall not have been
completed on or prior to December 31, 1998, then the Applicable Margin
shall be 0.250% per annum above the rate otherwise determined until
the Security Release Date."
(b) Section 3.07(a) of the Credit Agreement shall be amended to read
in its entirety as follows:
"(a) The Commitment Fee. The Borrower agrees to pay to the
Administrative Agent, for the respective accounts of the Lenders, on
the last day of each calendar quarter of each year, commencing with
the first such day after the Effective Date, and on the Commitment
Termination Date, a fee (the "Commitment Fee") computed by applying
(i) the applicable percentage per annum set forth below based on the
Debt/EBITDA Ratio on each day during the then-ending quarter (or
shorter period ending with the Commitment Termination Date) (it being
understood that measurement of the Debt/EBITDA as of any Measurement
Date is sufficient for this purpose) to (ii) the Available Commitment
on such day:
Commitment Fee Percentage
Debt/EBITDA Ratio Per Annum
----------------- -------------------------
4.00 or greater 0.350%
3.50 or greater, but less than 4.00 0.300
3.00 or greater, but less than 3.50 0.250
2.50 or greater, but less than 3.00 0.225
2.00 or greater, but less than 2.50 0.175
Less than 2.00 0.125
Prior to the date of final determination of EBITDA for the fiscal
quarter of the Borrower to end on November 28, 1998, the Commitment
Fee percentage per annum shall not be less than 0.250%."
(c) Section 10.03(a) of the Credit Agreement shall be amended to read
in its entirety as follows:
"Section 10.03 Assignments. (a) Any Lender may at any time assign
to one or more financial institutions (each an "Assignee") all, or a
proportionate part of all, of its rights and obligations under this
Agreement, and such Assignee shall assume such rights and obligations,
pursuant to an instrument, in substantially the form of Exhibit F (an
"Assignment and Acceptance"), executed by such Assignee and such
transferor Lender, with (and subject to) the signed consent of the
Borrower (which consent shall not be unreasonably withheld, provided
that it shall not be unreasonable to withhold consent if such
assignment would result in there being more than fifteen (15) Lenders
(such number
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to be increased to twenty (20) Lenders should the Subordinated Debt
Transaction not be consummated within 135 days of the Effective Date))
and the Administrative Agent (which consent shall not be unreasonably
withheld); provided that (i) the foregoing consent requirement shall
not be applicable in the case of an assignment or other transfer by
any Lender to an Eligible Affiliate of such Lender, to another Lender
or to a Federal Reserve Bank, (ii) the aforementioned consent of the
Borrower shall not be required if there shall have occurred an Event
of Default that is continuing and (iii) a Lender may only make an
assignment or other transfer of its Loans or Commitment in the minimum
amount of $5,000,000 or integral multiples of $1,000,000 in excess
thereof unless such Lender's Loans or Commitment is less than
$5,000,000, in which case such Lender may only make an assignment or
other transfer of all of its Loans or Commitment. Upon execution and
delivery of an Assignment and Acceptance and payment by such Assignee
to such transferring Lender of an amount equal to the purchase price
agreed between such transferring Lender and such Assignee and payment
by the transferring Lender or the Assignee of an assignment fee of
$3,500 to the Administrative Agent, such Assignee shall be a Lender
party to this Agreement and shall have all the rights and obligations
of a Lender with a Commitment as set forth in such Assignment and
Acceptance, and the transferring Lender shall be released from its
obligations hereunder to a corresponding extent, and no further
consent or action by any party shall be required."
Section 2. Miscellaneous.
(a) All capitalized terms not otherwise defined in this Amendment
shall have the meanings ascribed to them in the Credit Agreement.
(b) All provisions in Article XI of the Credit Agreement shall apply
to this Amendment with equal force and effect as if restated completely
herein.
(c) Except as set forth in Section 1 hereof, the Credit Agreement
shall remain in full force and effect without amendment, modification or
waiver. Execution and delivery hereof by a Lender shall not preclude the
exercise by such Lender of any rights under the Credit Agreement (as
amended by Section 1 hereof).
(d) This Amendment shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to
be performed entirely within such state.
(e) This Amendment shall be effective on the first date as of which a
counterpart hereof has been executed and delivered to the Administrative
Agent under the Credit Agreement by the Borrower and the Required Lenders
under the Credit Agreement.
[THE NEXT PAGE IS THE SIGNATURE PAGE.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
APOGEE ENTERPRISES, INC.
By: /s/Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
THE BANK OF NEW YORK, as
Administrative Agent, L/C Issuer
and Swing Line Lender in the
Credit Agreement
By: /s/ Richard A. Raffetto
-------------------------------------
Name: Richard A. Raffetto
Title: Vice President
THE BANK OF NEW YORK, as
a Lender in the Credit Agreement
By: /s/ Richard A. Raffetto
-------------------------------------
Name: Richard A. Raffetto
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, as
a Syndication Agent and as a Lender in
the Credit Agreement
By: /s/ Matthew A. Ross
-------------------------------------
Name: Matthew A. Ross
Title: Vice President
HARRIS TRUST AND SAVINGS BANK, as
a Documentation Agent and as a Lender in
the Credit Agreement
By: /s/ Catherine C. Ciolek
-------------------------------------
Name: Catherine C. Ciolek
Title: Vice President
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