Amendment No. 2, dated as of December 18, 2008, to Credit Agreement



 Exhibit 10.1 
 EXECUTION COPY 
 AMENDMENT NO. 2 TO CREDIT AGREEMENT 
 AMENDMENT NO. 2 TO CREDIT AGREEMENT (the “Amendment”), dated as of December 18, 2008, among Apogee Enterprises, Inc. (the
“Borrower”), the lending institutions listed on the signature pages hereto (collectively, the “Lenders”), The Bank of New York Mellon (formerly known as The Bank of New York) (“BNYM”), as resigning
administrative agent, and JPMorgan Chase Bank, N.A. (“JPMorgan”) as successor administrative agent for the Lenders. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit
Agreement (as defined below). 
 PRELIMINARY STATEMENTS 
 (1) The Borrower, the Lenders, the Administrative Agent and the L/C Issuer are parties to that certain Credit Agreement, dated as of May 4, 2005, as amended by Amendment No. 1 to Credit Agreement dated as of
November 14, 2006, (as in effect immediately prior to the effect of this Amendment, the “Credit Agreement”); 
 (2) The
Credit Agreement provides, among other things, that any amendment thereto shall be in writing and signed by the Borrower and either (i) the Required Lenders or the Administrative Agent with the consent of the Required Lenders or (ii) all
the Lenders or the Administrative Agent with the consent of all the Lenders, as the case may be; 
 (3) The parties hereto have agreed to
amend the Credit Agreement in order to, among other things, appoint a successor Administrative Agent; and 
 (4) Under the Credit Agreement,
the appointment of a successor Administrative Agent requires consent of the Borrower and the Required Lenders. 
 SECTION 1.
Amendments. The Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 2, amended as follows: 
 (a) BNYM hereby resigns as Administrative Agent. Pursuant to Section 9.07 of the Credit Agreement, the Required Lenders, with the consent of the Borrower, hereby appoint JPMorgan, and JPMorgan accepts such appointment, as successor
Administrative Agent. Accordingly, upon the effectiveness of this Amendment, JPMorgan shall act as the sole Administrative Agent for all purposes under the Credit Documents (including, without limitation, the Subsidiary Guaranty). 
 (b) Each reference to “The Bank of New York” appearing in the Credit Agreement (other than references to BNYM (i) solely in its capacity
as a Lender, (ii) in the definition of Existing Credit Agreement, (iii) in Section 6.01(g)) and (iv) in the definition of LIBOR Reference Bank) is amended and restated in its entirety to read as “JPMorgan Chase Bank,
N.A.”. Accordingly, upon the effectiveness of this Amendment, JPMorgan shall act as the sole Swing Line Lender and as the sole L/C Issuer (provided that, solely with respect to the Letters of Credit previously issued by BNYM and outstanding as
of the date hereof (the “BNYM L/Cs”), BNYM shall continue for all purposes of the Credit Agreement to be a L/C Issuer with respect to all Letters of Credit issued prior to the date of this Amendment and, without limitation, entitled
to the benefits and protections accorded the L/C Issuer under Sections 2.06, 3.07(b), 4.06(c), 11.05 (solely with respect to the BNYM L/Cs to the extent still outstanding at such time), 11.06 and 11.09 of the Credit Agreement). 







 (c) The definition of “Alternate Base Rate” in Section 1.01(c) of the Credit Agreement is
amended and restated in its entirety to read as follows: 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the rate of interest from time to time publicly announced by the Administrative Agent at its principal office in The City of New
York as its prime rate in effect on such day (the “Prime Rate”), (b) the Federal Funds Rate in effect on such day plus  1/2 of 1% and (c) the rate equal to the sum of LIBOR for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) and the Net Applicable Margin;
provided that, for the avoidance of doubt, LIBOR for any day shall be based on the rate appearing on Page 3750 on the Dow Jones Telerate Service (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on
such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or LIBOR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or LIBOR,
respectively. 
 (d) Section 1.01(c) of the Credit Agreement is amended to add the following definition in the appropriate
alphabetical order: 
 “Net Applicable Margin” mean, at any date, the Applicable Margin for Eurodollar Loans
on such date minus the Applicable Margin for ABR Loans on such date. 
 (e) The first sentence of Section 3.03(c) of the Credit
Agreement is amended to add the phrase “and on each outstanding ABR Loan of such Lender for any period during which the Alternate Base Rate is determined under clause (c) of the definition thereof” immediately before the parenthetical
appearing therein. 
 (f) The fourth sentence of Section 3.03(c) of the Credit Agreement is amended to add the phrase “and in
respect of each ABR Loan for any period during which the Alternate Base Rate is determined under clause (c) of the definition thereof” immediately before the period at the end therein. 
 (g) The last sentence of Section 5.01(k) of the Credit Agreement is amended to add the phrase “, except as described on Schedule 5.01(k)”
prior to the period at the end thereof. 
 (h) The third sentence of Section 5.01(o) of the Credit Agreement is amended to add the
phrase “, except as described on Schedule 5.01(o)” prior to the period at the end thereof. 
 (i) The last sentence of
Section 5.01(o) of the Credit Agreement is amended to add the phrase “, except as disclosed in the Borrower’s most recent Annual Report submitted to the SEC on form 10-K, as updated in the Borrower’s subsequent Quarterly Reports
submitted to the SEC on form 10-Q, in each case to the extent submitted on or before December 18, 2008” prior to the period at the end thereof. 
 (j) Section 9.02(b) of the Credit Agreement is amended and restated in its entirety to read as follows: 
 “(b) Anything in the Credit Documents notwithstanding, none of the institutions identified in this Agreement as a Co-Syndication or a Co-Documentation Agent shall have any obligation hereunder other than as
Lenders.” 
 (k) Clause (iii) of the proviso appearing in Section 10.03(a) of the Credit Agreement is amended and restated in
its entirety to read as follows: 
  

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 “(iii) a Lender may only make an assignment or other transfer of its Loans or
Commitment in the minimum amount of $5,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) 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 and” 
 (l) Section 11.07 of the Credit Agreement is amended by amending and
restating the notice information applicable to the Administrative Agent, Swing Line Lender and the L/C Issuer to read as follows: 
 “if to the Administrative Agent or the Swing Line Lender: 
 JPMorgan Chase Bank, N.A. 
 10 South Dearborn Street 
 Chicago, Illinois 60603 
 Telecopy: (312) 385-7096 
 Attention: Lisa Smith 
 with a copy to: 
 JPMorgan Chase Bank, N.A. 
 10 South Dearborn Street 
 Chicago, Illinois 60603 
 Telecopy: (312) 794-7413 
 Attention: James M. Sumoski; 
 if to the L/C Issuer: 
 JPMorgan Chase Bank, N.A. 
 10 South Dearborn Street 
 Chicago, Illinois 60603 
 Telecopy: (312) 732-2729 
 Attention: Susan Moy 
 with a copy to: 
 JPMorgan Chase Bank, N.A. 
 10 South Dearborn Street 
 Chicago, Illinois 60603 
 Telecopy: (312) 794-7413 
 Attention: James M. Sumoski” 
 (m) The Exhibits to the Credit Agreement, with the exception of Exhibits D-1, D-2 and D-3, are amended to amend and restate all references to “The Bank of New York” and its addresses to read as “JPMorgan Chase Bank,
N.A.” with its address at “10 South Dearborn Street, Chicago, Illinois 60603”. 
 (n) Existing Schedules 5.01(b), 5.01(f),
7.02(b) and 7.02(c) are amended and restated, and new Schedules 5.01(k) and 5.01(o) are added, in each case as are set forth on Annex A hereto. 
  

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 SECTION 2. Conditions of Effectiveness 
 This Amendment shall become effective on the date when, and only when, all of the following conditions precedent shall have been satisfied, or waived in
writing by the Required Lenders (such date, the “Amendment Effective Date”): 
 (a) BNYM as the resigning Administrative Agent and
JPMorgan as the successor Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Required Lenders, BNYM as resigning Administrative Agent and JPMorgan as successor Administrative Agent; 
 (b) The representations and warranties set forth in Section 3 of this Amendment are true and correct as of the date hereof and will be true and
correct on the Amendment Effective Date; and 
 (c) The Borrower shall have paid all costs, fees and expenses in connection with this
Amendment. 
 SECTION 3. Indemnification 
 For the avoidance of doubt, the provisions of Sections 4.06(a), (b) and (d) and Article IX of the Credit Agreement shall continue to inure to BNYM’s benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under the Credit Agreement and the provisions of Sections 4.06(c) and (d) of the Credit Agreement shall continue inure to BNYM’s benefit as to any actions taken or omitted to be taken by
it as L/C Issuer under the Credit Agreement. 
 SECTION 4. Representations and Warranties 
 The Borrower represents and warrants to the Administrative Agent and the L/C Issuer and to each Lender as follows: 
 (a) The representations and warranties contained in Section 5.01 of the Credit Agreement are and will be true, correct and complete with respect to
this Amendment as if this Amendment and the Credit Agreement were Credit Documents referred to in such representations and warranties, on and as of the date hereof and on the Amendment Effective Date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. 
 (b) As of the date hereof, no Default or Event of Default has occurred and is continuing. 
 SECTION 5.
Reference to and Effect on the Credit Agreement 
 (a) On and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Credit Documents to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Amendment. 
 (b) The Credit Agreement, as specifically amended by this Amendment, and the other Credit Documents are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed. 
  

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 (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender, the L/C Issuer, the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents. 
 SECTION 6. Costs and Expenses 
 The
Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the resigning Administrative Agent, the successor Administrative Agent, and their respective Affiliates in connection with the preparation, negotiation, execution, delivery
and administration, of this Amendment and the other instruments and documents to be delivered hereunder (including the reasonable fees, charges and disbursements of counsel for the resigning Administrative Agent and counsel for the successor
Administrative Agent). 
 SECTION 7. Execution in Counterparts 
 This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed
and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower, BNYM as resigning Administrative Agent and
JPMorgan as successor Administrative Agent. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION 8. Separability 
 In case of
anyone or more of the provisions contained in this Amendment shall be invalid, illegal and unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby. 
 SECTION 9. Applicable Law 
 THIS AGREEMENT 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. 
 [Signature Pages Follow] 
  

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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:	 	Vice-President, Treasurer

  

			
	THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as resigning Administrative Agent
		
	By:	 	 /s/ John T. Smathers

	Name:	 	John T. Smathers
	Title:	 	First Vice President

  

			
	THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as a Lender
		
	By:	 	 /s/ John T. Smathers

	Name:	 	John T. Smathers
	Title:	 	First Vice President

  

			
	JPMORGAN CHASE BANK, N.A.,
	as successor Administrative Agent
		
	By:	 	 /s/ James M. Sumoski

	Name:	 	James M. Sumoski
	Title:	 	Vice President

  

			
	JPMORGAN CHASE BANK, N.A., as a Lender and as L/C Issuer
		
	By:	 	 /s/ James M. Sumoski

	Name:	 	James M. Sumoski
	Title:	 	Vice President

 Signature Page to 
 Amendment No. 2 to Credit Agreement 








			
	 HARRIS N.A. formerly
 HARRIS TRUST AND
SAVINGS BANK, as Co-Syndication Agent, Co-Documentation Agent and as a Lender

		
	By:	 	 /s/ Gary D. Clark

	Name:	 	Gary D. Clark
	Title:	 	Vice President

  

			
	U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agent, Co-Documentation Agent and as a Lender for U.S. Bank
		
	By:	 	 /s/ Ludmila Yakovlev

	Name:	 	Ludmila Yakovlev
	Title:	 	Portfolio Manager

  

			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ Timothy O’Rourke

	Name:	 	Timothy O’Rourke
	Title:	 	Vice President

  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Brian Buck

	Name:	 	Brian Buck
	Title:	 	Vice President

 Signature Page to 
 Amendment No. 2 to Credit Agreement