Exhibit 2.2
CLOSING AGREEMENT
THIS AGREEMENT dated as of November 30, 1998 is made and
entered into by and between APOGEE ENTERPRISES, INC., a Minnesota corporation
("Seller"), and COMPUDYNE CORPORATION, a Nevada corporation ("Purchaser").
WHEREAS, Seller and Purchaser have entered into the stock
purchase agreement dated November 10, 1998 (the "Stock Purchase Agreement")
pursuant to which Seller will sell to Purchaser all of the outstanding capital
stock of Xxxxxxx Industries, Inc., a Delaware corporation ("Xxxxxxx"), and
Norshield Corporation, an Alabama corporation ("Norshield" and each of Xxxxxxx
and Norshield is herein individually referred to as the "Company" and
collectively as the "Companies");
WHEREAS, on this date Seller and Purchaser are effecting the
transactions contemplated by the Stock Purchase Agreement, but desire to have
consummation of such transaction effective as of November 28, 1998 which is the
fiscal month end for Seller and the Companies; and
WHEREAS, in connection with consummation of the transactions
contemplated by the Stock Purchase Agreement, the parties wish to confirm
certain agreements and.
I.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Definitions. Terms defined in the Stock Purchase Agreement
are used herein as therein defined.
2. Effective Date. Consummation of the transactions
contemplated by the Stock Purchase Agreement shall be deemed to have been
effective as of November 28, 1998. The Stock Purchase Agreement is hereby
amended to provide that the term "Closing Date" shall mean November 28, 1998.
3. Distribution of Excluded Assets. Each of the Companies has
duly adopted corporate resolutions distributing to Seller (in partial
satisfaction of inter-company debt or, if the debt has been fully discharged, as
a dividend) all of the Excluded Assets as of November 28, 1998 which is the
Closing Date. Copies of such corporate resolutions are attached hereto as
Exhibit A (the "Companies Resolutions'). Certain of the Excluded Assets as of
November 28, 1998, including Cash, will not be finally determined until after
the Closing. Purchaser agrees that the Companies Resolutions will not be
modified after Closing and agrees to cause the Companies to make the transfers
and distributions contemplated by the Companies Resolutions as soon as
reasonably practicable after the Closing to the extent such transfers and
distributions were not made prior to the Closing.
4. Transferred Projects. Exhibit A attached hereto is the
definitive list of the Transferred Projects as of the Closing Date, including
projects for which bids are outstanding as of the Closing Date if such bids are
accepted or awarded. Within ten (10) business days after the date hereof, the
parties hereto may mutually agree to modify Exhibit A in the event there are any
errors therein.
5. Balance Sheet as of November 28, 1998. As soon as
reasonably practicable after the Closing but not later than ten (10) Business
Days, Seller will prepare a draft of the balance sheet as of November 28, 1998
under the Administrative Services Agreement.
6. Outstanding Checks. To the extent any checks issued by
Xxxxxxx or Norshield prior to the Closing Date have not cleared as of the
Closing Date, Seller will provide funds to the accounts on which such checks are
drawn sufficient to honor such checks, said accounts constituting Excluded
Assets.
7. Penta Contract. As soon as reasonably practicable after the
date hereof, the parties shall cause the contract for the Penta System for the
Enterprise Resource Planning System to be separated between Xxxxxx, Ltd. on the
one hand, and Xxxxxxx and Norshield, on the other hand.
8. Amendment to Stock Purchase Agreement. The parties agree
that this Agreement constitutes an amendment and supplement to the Stock
Purchase Agreement.
9. Miscellaneous. The provisions of Article IX of the Stock
Purchase Agreement are hereby incorporated by reference into this Agreement,
except for Sections 11.02 through 11.06 and 11.13.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officer of each party hereto as of the date
first above written.
SELLER:
APOGEE ENTERPRISES, INC.
By: /s/
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Xxxxxx X. Xxxxxxxx
Vice President and Chief Financial Officer
PURCHASER:
COMPUDYNE CORPORATION
By: /s/
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Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
