Exhibit 10H
CONDITIONAL WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT
AND
AMENDMENT TO CERTAIN CREDIT DOCUMENTS
CONDITIONAL WAIVER AND AMENDMENT NO. 2, dated November 10, 1998 (this
"Waiver and Amendment") to the CREDIT AGREEMENT, dated 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", including the Lenders parties to the original Credit Agreement
and Lenders parties to the Credit Agreement by virtue of the Master Assignment
and Acceptance, dated August 12, 1998 and effective August 14, 1998), and The
Bank of New York, as L/C Issuer, Administrative Agent for the Lenders and Swing
Line Lender, as such Credit Agreement was amended by AMENDMENT NO. 1, dated July
22, 1998 ("Amendment No. 1"). This Waiver and Amendment also amends certain
other Credit Documents, dated May 21, 1998, indicated herein.
RECITALS
--------
A. The Borrower desires to sell the stock of certain of its Subsidiaries
pursuant to an agreement with a certain third party.
B. The Credit Agreement, the Credit Documents and certain related
agreements place certain restrictions on the Borrower's ability to sell such
stock.
C. The Lenders desire to waive certain of these restrictions subject to
certain conditions and amendments to the Credit Agreement.
D. The Borrower desires to agree to such conditions.
E. Consummation of the sale of such assets will require amendments to
certain other Credit Documents related to the Credit Agreement.
F. In addition, the parties desire to make an additional amendment to the
Credit Agreement related to assignment of commitments under the Credit
Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Amendment to Provisions Relating to Assignments
Clause (iii) of the proviso at the end of the first sentence of Section
10.03(a) of the Credit Agreement, as amended by Amendment No. 1, shall be
amended to read in its entirety as follows:
"(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 $500,000 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."
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Section 2. Amendment to Commitment Reduction Provisions
Section 2.03(b) of the Credit Agreement shall be amended to read in its
entirety as follows:
"(b) Upon completion of the Subordinated Debt Transaction, the Total
Commitment shall be reduced by an amount equal to the lesser of (i) the net
proceeds thereof or (ii) the amount required to reduce the Total Commitment
to $175,000,000."
Section 3. Waivers
(a) The Borrower represents that it has supplied to the Administrative
Agent true and complete copies of the following documents related to the
proposed sale by the Borrower of all of the issued and outstanding stock of
certain wholly owned subsidiaries of the Borrower:
(i) Letter of Intent, dated August 18, 1998, between Compudyne
Corporation ("Compudyne"), the Borrower, Norment Industries, Inc.
("Norment") and Norshield Corporation ("Norshield"); and
(ii) Draft of Stock Purchase Agreement, such draft dated November
5, 1998 (the "Draft Stock Purchase Agreement"), by and between the
Borrower, as "Seller", and Compudyne Corporation, a Nevada
corporation, as "Purchaser" ("Compudyne"), pursuant to which the
Borrower intends to sell to Compudyne all of the issued and
outstanding stock of Norment and Norshield for a purchase price of
$22,500,000 (subject to certain adjustments described therein).
The parties hereto understand that this Waiver and Amendment is being
executed and delivered prior to the execution of the Stock Purchase
Agreement. This Waiver and Amendment shall become effective as of the date
of execution of the definitive Stock Purchase Agreement; provided, that
promptly upon execution thereof the Borrower shall have provided a copy of
the executed Stock Purchase Agreement to the Administrative Agent and
either (A) no material changes, additions, deletions or other modifications
shall have been made to the Draft Stock Purchase Agreement, as reflected in
the Stock Purchase Agreement, or (B) any material changes, additions,
deletions or other modifications reflected in the Stock Purchase Agreement
are acceptable to the Administrative Agent. The parties hereby agree that
the term "Stock Purchase Agreement" as used in this Waiver and Amendment
shall mean such definitive agreement, as approved by the Administrative
Agent and as executed by the Borrower and Compudyne (including all
exhibits, attachments, or schedules thereto).
The agreements listed in (i) and (ii) above, and the transactions
described therein, shall sometimes be referred to herein as the "Subsidiary
Sale" or the "Norment Subsidiary Sale". The wholly owned subsidiaries of
the Borrower that are the subject of the Stock Purchase Agreement (Norment
and Norshield) shall sometimes be referred to herein as the "Stock Sale
Subsidiaries". The total purchase price (as it may be adjusted in
accordance with the Stock Purchase Agreement, and including all escrow and
other payments as consideration for the sale of the stock of the Stock Sale
Subsidiaries) for the Subsidiary Sale, whether received in parts or in
whole and whenever received, shall sometimes be referred to herein as the
"Purchase Price" or the "Norment Purchase Price". The "Excluded Assets"
referred to in the Stock Purchase Agreement shall be referred to herein as
the "Excluded Assets".
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(b) The parties agree that the Subsidiary Sale represents a
"substantial part" of the assets or property of the Borrower and of the
Stock Sale Subsidiaries within the meaning of Section 7.02(a) of the Credit
Agreement.
(c) Pursuant to Section 11.05(a) of the Credit Agreement, the Lenders
hereby waive the application to the Subsidiary Sale of (i) the restrictions
contained in Section 7.02(a) of the Credit Agreement on sales of a
substantial part of the assets or property of the Borrower or its
Subsidiaries and (ii) the restrictions contained in Section 7.02(g) of the
Credit Agreement on disposal of stock of Subsidiaries, in each case subject
to the conditions and amendments contained in this Waiver and Amendment.
Anything herein or elsewhere to the contrary notwithstanding, such waivers
are granted only insofar as necessary to permit the Subsidiary Sale.
Section 4. Conditions to Waivers
(a) In consideration of the grant of the waivers described in Section
3(c) to this Waiver and Amendment, the parties agree to the following
amendments to the Credit Agreement:
(i) Amendments to Defined Terms of Credit Agreement.
(1) Section 1.01(c) of the Credit Agreement is amended to
add the following terms:
"`Norment Purchase Price' shall mean the total purchase
price (as it may be adjusted in accordance with the Stock
Purchase Agreement by and between the Borrower and Compudyne
Corporation relating to the Norment Subsidiary Sale in the
form contemplated by that certain Conditional Waiver and
Amendment No. 2 to Credit Agreement, dated November 10,
1998, related hereto, and including all escrow and other
payments as consideration for the sale of the stock of the
Subsidiaries the subject of such Stock Purchase Agreement,
Norment Industries, Inc. and Norshield Corporation), net of
any taxes incurred in connection with the receipt thereof,
for the Norment Subsidiary Sale, whether received in parts
or in whole and whenever received."
"`Norment Purchase Price Payment' shall have the
meaning ascribed to such term in Section 2.05(d)(i) hereof."
"`Norment Subsidiary Sale' shall mean the sale of all
of the issued and outstanding stock of Norment Industries,
Inc. and Norshield Corporation, two Subsidiaries of the
Borrower, pursuant to the Stock Purchase Agreement by and
between the Borrower and Compudyne Corporation relating to
such sale in the form contemplated by that certain
Conditional Waiver and Amendment No. 2 to the Credit
Agreement, dated November 10, 1998, related hereto."
(2) The parties agree that the term "Credit Documents" as
used in the Credit Agreement and the other Credit Documents shall
include this Waiver and Amendment.
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(ii) Amendments to Section 2.05, "Prepayment", of Credit
Agreement.
Section 2.05 of the Credit Agreement shall be amended to add the
following subsections:
"(d) (i) If the Borrower or any of its Affiliates shall
receive any payment of the Norment Purchase Price, in part or in
whole (such payment, whether in part or in whole, a "Norment
Purchase Price Payment"), at a time when the Total Commitment is
greater than $175,000,000, then, immediately following receipt of
such Norment Purchase Price Payment, (x) the Borrower shall
prepay Loans and L/C Obligations in an amount equal to such
Norment Purchase Price Payment and (y) the Total Commitment shall
be reduced by an amount equal to such Norment Purchase Price
Payment (but not to less than $175,000,000).
"(ii) If any Norment Purchase Price Payment shall occur at a
time when the Total Commitment is equal to or less than
$175,000,000, then, immediately following receipt of such Norment
Purchase Price Payment, the Borrower shall prepay Loans and L/C
Obligations in an amount equal to such Norment Purchase Price
Payment, but no reduction of the Total Commitment shall be
required as a consequence thereof."
(b) Any payment of the then outstanding amount of Loans or L/C
Obligations pursuant to Section 4(a) above shall be applied to such Loans
or L/C Obligations in accordance with the procedures of the Credit
Agreement. All reductions of the Total Commitment shall be permanent.
(c) To the extent that the conditions in Section 4(a) above are in
conflict with any provisions of the Credit Agreement (including, but not
limited to, the definition of "Commitment" in the Credit Agreement), the
parties hereto agree that the provisions of Section 4(a) hereof shall, in
accordance with Section 11.05 of the Credit Agreement, supersede such
provisions of the Credit Agreement, but only to the extent necessary to
effect the purpose of the waivers contained herein.
Section 5. Actions Necessary to Effect Waivers and Subsidiary Sale
Concurrently with the consummation of the Subsidiary Sale, and conditional
thereupon, the following actions (a) through (e) shall be taken:
(a) Pledge Agreement.
(i) The Agent under the Pledge Agreement, dated May 21, 1998 and
executed in connection with the Credit Agreement (the "Pledge
Agreement"), shall return the Pledged Securities pertaining to the
issued and outstanding stock of the Stock Sale Subsidiaries to the
applicable Pledgor in the Pledge Agreement. Such Pledged Securities
shall be returned as received (duly endorsed by the appropriate
Pledgor in blank for transfer or accompanied by appropriate
assignment(s) by the appropriate Pledgor or appropriate undated stock
power(s) executed by
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the appropriate Pledgor or other document sufficient to transfer title
thereto).
(ii) The Pledged Securities returned pursuant to Section 5(a)(i)
of this Waiver and Amendment, shall no longer be "Pledged Securities"
or "Collateral" as defined in the Pledge Agreement, shall no longer be
considered to appear on Schedule A to the Pledge Agreement and shall
no longer be subject to any restrictions of the Pledge Agreement.
(iii) The Agent under the Pledge Agreement agrees to execute and
deliver all such agreements, assignments, instruments and documents,
including, but not limited to, any release documents under the Uniform
Commercial Code (the "UCC"), and to do all such other things as the
appropriate Pledgor deems reasonably necessary or appropriate to give
effect to the actions or amendments described in Sections 5(a)(i) and
5(a)(ii) above and to remove the Agent's lien and security interest
from the Pledged Securities of the Stock Sale Subsidiaries.
(iv) The Borrower (and Pledgor of the stock of the Stock Sale
Subsidiaries) hereby reconfirms the covenants, agreements,
representations and warranties made by it in the Pledge Agreement. In
particular, should any of the Excluded Assets received by the Borrower
from the Stock Sale Subsidiaries be placed into a new domestic
Subsidiary, the Borrower agrees that the stock of such new domestic
Subsidiary shall be considered "Additional Securities" pursuant to
Section 2(b) of the Pledge Agreement and the Borrower hereby
covenants, in accordance with Section 4(c) of the Pledge Agreement,
promptly to furnish to the Agent a duly completed and executed
amendment to Schedule A to the Pledge Agreement in the form provided
in Schedule B to the Pledge Agreement and promptly to deliver the
stock certificate of such new domestic Subsidiary as "Pledged
Securities" and "Collateral" in accordance with the Pledge Agreement.
(v) No party to this Waiver and Amendment intends this Waiver and
Amendment to impair or otherwise affect in any way the lien and
security interest granted pursuant to the Pledge Agreement on any of
the Collateral described therein other than the stock and related
assets of the Stock Sale Subsidiaries. No reference to this Waiver and
Amendment need be made in any note, instrument or other document at
any time referring to the Pledge Agreement -- any reference in any of
such to the Pledge Agreement to be deemed to reference the Pledge
Agreement as modified hereby. Except as specifically modified hereby,
all the terms and conditions of the Pledge Agreement shall stand and
remain unchanged and in full force and effect.
(b) Security Agreement.
(i) The parties to the Security Agreement, dated May 21, 1998 and
executed in connection with the Credit Agreement (the "Security
Agreement"),
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hereby agree that the Stock Sale Subsidiaries shall no longer be
"Debtors", as defined in the Security Agreement, and the assets of
such Stock Sale Subsidiaries (other than the Excluded Assets) shall no
longer be "Collateral", as defined in the Security Agreement.
(ii) The Collateral Agent in the Security Agreement shall take
all reasonable actions necessary to effect the release described in
Section 5(b)(i) of this Waiver and Amendment, including, but not
limited to, execution and delivery of any agreements, instruments or
other documents, including, but not limited to, UCC termination
statements or other releases pertaining to the Collateral released
under Section 5(b)(i) hereof.
(iii) To the extent that the Excluded Assets become assets of the
Borrower or another Subsidiary, such Excluded Assets shall remain
Collateral under the Security Agreement, pledged by the appropriate
Debtor. To the extent that the Excluded Assets shall be placed by the
Borrower into a new domestic Subsidiary, Borrower shall cause, in
accordance with Section 13(f) of the Security Agreement, such new
domestic Subsidiary to become a Debtor under the Security Agreement by
executing and delivering an agreement in the form of Schedule C to the
Security Agreement.
(iv) No party to this Waiver and Amendment intends this Waiver
and Amendment to impair or otherwise affect in any way the lien and
security interest of granted pursuant to the Security Agreement on any
of the Collateral described therein other than the assets of the Stock
Sale Subsidiaries. No reference to this Waiver and Amendment need be
made in any note, instrument or other document at any time referring
to the Security Agreement -- any reference in any of such to the
Security Agreement to be deemed to reference the Security Agreement as
modified hereby. Except as specifically modified hereby, all the terms
and conditions of the Security Agreement shall stand and remain
unchanged and in full force and effect.
(c) Subsidiary Guaranty.
(i) The parties to the Subsidiary Guaranty Agreement, dated May
21, 1998 and executed in connection with the Credit Agreement (the
"Guaranty"), hereby agree that the Stock Sale Subsidiaries shall no
longer be Guarantors under the Guaranty and shall no longer be subject
to the obligations thereunder.
(ii) To the extent that the Excluded Assets shall be placed by
the Borrower into a new domestic Subsidiary, Borrower shall cause, in
accordance with Section 10 of the Guaranty, such new domestic
Subsidiary to become a Guarantor under the Guaranty by executing and
delivering an agreement in the form of Exhibit A to the Guaranty.
-6-
(iii) No party to this Waiver and Amendment intends this Waiver
and Amendment to impair or otherwise affect in any way the Guaranty by
the Guarantors described therein, other than the Guaranty by the Stock
Sale Subsidiaries. No reference to this Waiver and Amendment need be
made in any note, instrument or other document at any time referring
to the Guaranty -- any reference in any of such to the Guaranty to be
deemed to reference the Guaranty as modified hereby. Except as
specifically modified hereby, all the terms and conditions of the
Guaranty shall stand and remain unchanged and in full force and
effect.
(d) Contribution Agreement. The parties to the Contribution Agreement,
dated May 21, 1998 and executed in connection with the Credit Agreement
(the "Contribution Agreement"), hereby agree that the Stock Sale
Subsidiaries shall no longer be deemed "Subsidiaries" or "Contributing
Parties" under the Contribution Agreement.
(e) Credit Agreement. The parties hereto agree that the Stock Sale
Subsidiaries shall no longer be deemed "Subsidiaries" under the Credit
Agreement or any of the Credit Documents.
Section 6. Miscellaneous
(a) All capitalized terms not otherwise defined in this Waiver and
Amendment shall have the meanings ascribed to them in the Credit Agreement
or the Credit Documents.
(b) All provisions in Article XI of the Credit Agreement shall apply
to this Waiver and Amendment with equal force and effect as if restated
completely herein.
(c) Except as set forth in this Waiver and Amendment and Amendment No.
1, 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
any Credit Document (as amended or modified from time to time).
(d) In accordance with Section 11.05(b) of the Credit Agreement,
except to the extent expressly set forth herein, the waivers contained in
this Waiver and Amendment shall be effective only in the specific instance
of the Subsidiary Sale described herein and for the specific purpose for
which such waivers are given.
(e) This Waiver and 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.
(f) This Waiver and Amendment shall be effective on the first date as
of which a counterpart hereof has been executed and delivered by the
Borrower and all of the Lenders under the Credit Agreement to the
Administrative Agent under the Credit Agreement.
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[THE NEXT PAGE IS THE FIRST SIGNATURE PAGE.]
-8-
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and
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 &
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
LENDERS (and other Agents)
--------------------------
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
Syndication Agent and a Lender in the
Credit Agreement
By: /s/ Matthew A. Ross
-------------------------------------
Name: Matthew A. Ross
Title: Vice President
HARRIS TRUST AND SAVINGS BANK, as
Documentation Agent and a Lender in the
Credit Agreement
By: /s/ Catherine C. Ciolek
-------------------------------------
Name: Catherine C. Ciolek
Title: Vice President
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THE BANK OF NOVA SCOTIA, as Co-Agent and
a Lender in the Credit Agreement
By: /s/ M.D. Smith
-------------------------------------
Name: M.D. Smith
Title: Agent Operations
COMERICA BANK, as Co-Agent and a Lender
in the Credit Agreement
By: /s/ Timothy O'Rourke
-------------------------------------
Name: Timothy O'Rourke
Title: Vice President
THE FUJI BANK, LIMITED, as a Lender in
the Credit Agreement
By: /s/ Peter L. Chinnici
-------------------------------------
Name: Peter L. Chinnici
Title: Joint General Manager
THE SUMITOMO BANK, LIMITED, as a Lender
in the Credit Agreement
By: /s/ John H. Kemper
-------------------------------------
Name: John H. Kemper
Title: Senior Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as a Lender in the Credit
Agreement
By: /s/ Molly S. Van Metre
-------------------------------------
Name: Molly S. Van Metre
Title: Vice President
REGIONS BANK, as a Lender in the Credit
Agreement
By: /s/ Jim Schmaltz
-------------------------------------
Name: Jim Schmaltz
Title: Vice President
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[PARTIES TO THE PLEDGE AGREEMENT]
PLEDGOR:
--------
APOGEE ENTERPRISES, INC., as Pledgor of
the stock of Norment Industries, Inc. and
Norshield Corporation
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
ACCEPTED BY:
-----------
THE BANK OF NEW YORK, as Agent for the
Secured Creditors in the Pledge Agreement
By: /s/ Richard A. Raffetto
-------------------------------------
Name: Richard A. Raffetto
Title: Vice President
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[PARTIES TO THE SECURITY AGREEMENT]
DEBTORS:
APOGEE ENTERPRISES, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
HARMON, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
VIRACON/CURVELITE, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
NORMENT INDUSTRIES, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
APOGEE WAUSAU GROUP, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
MILCO CONTRACTING, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
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THE GLASS DEPOT, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
THE GLASS DEPOT OF NY, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
NORSHIELD CORPORATION
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
VIRACON, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
VIRATEC THIN FILMS, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
TRU VUE, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
HARMON GLASS COMPANY
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
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AMERICAN MANAGEMENT GROUP
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
DOVER GLASS COMPANY
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
HARMON, LTD.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary and
Assistant Treasurer
ACCEPTED BY:
-----------
THE BANK OF NEW YORK, as Agent for the
Secured Creditors in the Security
Agreement
By: /s/ Richard A. Raffetto
-------------------------------------
Name: Richard A. Raffetto
Title: Vice President
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[PARTIES TO THE SUBSIDIARY GUARANTY AGREEMENT]
GUARANTORS:
-----------
HARMON, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
VIRACON/CURVELITE, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
NORMENT INDUSTRIES, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
APOGEE WAUSAU GROUP, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
MILCO CONTRACTING, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
THE GLASS DEPOT, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
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THE GLASS DEPOT OF NY, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
NORSHIELD CORPORATION
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
VIRACON, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
VIRATEC THIN FILMS, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
TRU VUE, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
HARMON GLASS COMPANY
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
AMERICAN MANAGEMENT GROUP
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
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DOVER GLASS COMPANY
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
HARMON, LTD.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
ACCEPTED BY:
-----------
THE BANK OF NEW YORK, as Agent for the
Guaranteed Creditors in the Subsidiary
Guaranty Agreement
By: /s/ Richard A. Raffetto
-------------------------------------
Name: Richard A. Raffetto
Title: Vice President
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[PARTIES TO THE CONTRIBUTION AGREEMENT]
CONTRIBUTING PARTIES:
--------------------
APOGEE ENTERPRISES, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
HARMON, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
VIRACON/CURVELITE, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
NORMENT INDUSTRIES, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
APOGEE WAUSAU GROUP, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
MILCO CONTRACTING, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
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THE GLASS DEPOT, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
THE GLASS DEPOT OF NY, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
NORSHIELD CORPORATION
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
VIRACON, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
VIRATEC THIN FILMS, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
TRU VUE, INC.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
HARMON GLASS COMPANY
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
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AMERICAN MANAGEMENT GROUP
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
DOVER GLASS COMPANY
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
HARMON, LTD.
By: /s/ Gary R. Johnson
-------------------------------------
Name: Gary R. Johnson
Title: Assistant Secretary &
Assistant Treasurer
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