Exhibit 10.30
MANAGEMENT SUBSCRIPTION AGREEMENT
MANAGEMENT SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of
October 25, 2000, by and among D and W Holdings, Inc., a Delaware corporation
("Holdings"), and Xxxx Xxxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxxx (together, the
"Stockholders").
RECITALS:
WHEREAS, Holdings has entered into a Second Amended and Restated
Purchase Agreement (the "Purchase Agreement") with The Xxxxxxx Company, Inc.
(the "Company"), which will provide for the acquisition by Atrium Companies,
Inc. ("Atrium") of certain assets from the Company (the "Acquisition").
WHEREAS, concurrently with the consummation of the Acquisition, the
Stockholders desire to subscribe for and purchase from Holdings, and Holdings
desires to issue to the Stockholders, such number of shares of Series A Common
Stock, par value $.01 per share, of Holdings (the "Holdings Shares") as provided
herein in exchange for the payment of the amounts set forth herein.
NOW, THEREFORE, in consideration of the mutual premises, agreements and
covenants set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. SUBSCRIPTION; PAYMENT. On the terms and subject to the conditions
set forth in this Agreement, in reliance on the representations and warranties
of Holdings and Atrium and in consideration of the issuance to each Stockholder
of the number of Holdings Shares set forth opposite the name of such Stockholder
on SCHEDULE A hereto, each Stockholder agrees to subscribe for and purchase from
Holdings, at the Closing, the number of Holding Shares set forth opposite the
name of such Stockholders on SCHEDULE A hereto at the aggregate purchase price
in cash (the "Purchase Price") set forth opposite the name of such Stockholder
on SCHEDULE A hereto.
2. ISSUANCE AND DELIVERY OF HOLDINGS SHARES. On the terms and subject
to the conditions set forth in this Agreement, in reliance on the
representations and warranties of each of the Stockholders and in consideration
of the payment to Holdings by each of the Stockholders of the Purchase Price set
forth opposite the name of such Stockholder on SCHEDULE A hereto, Holdings
agrees to issue and deliver to each Stockholder, at the Closing, the number of
Holdings Shares set forth opposite the name of such Stockholder on SCHEDULE A
hereto.
3. CLOSING.
(a) Subject to the terms and conditions of this Agreement, the
closing of the transactions provided for herein (the "Closing") shall be held at
the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, on or about October 25, 2000 (the "Closing Date").
(b) At the Closing:
(i) each Stockholder shall deliver to Holdings the Purchase
Price set forth opposite the name of such Stockholder on SCHEDULE A
hereto; and
(ii) Holdings shall deliver to each Stockholder certificates
evidencing the number of Holdings Shares to be issued to such
Stockholder as set forth on SCHEDULE A hereto.
4. REPRESENTATIONS AND WARRANTIES AND OTHER AGREEMENTS OF THE
STOCKHOLDERS. As an inducement to Holdings to enter into this Agreement and to
consummate the transactions contemplated hereby, each of the Stockholders
represents and warrants to Holdings that, with respect to such Stockholder and
the Holdings Shares to be issued to such Stockholder hereunder, the following
are true and correct as of the date hereof and as of the Closing Date:
(a) The Stockholder has full legal capacity to enter into and
deliver this Agreement and to perform his obligations hereunder. This Agreement
has been duly and validly executed and delivered by the Stockholder and
constitutes such Stockholder's legal, valid and binding obligation, enforceable
against the Stockholder in accordance with its terms, except as enforceability
is limited by (i) principles of equity that may restrict the availability of
specific performance and other equitable remedies (whether such enforceability
is considered in a proceeding in equity or at law), and (ii) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent
transfer and other laws applicable to creditors' rights generally.
(b) Neither this Agreement nor any documents, certificates or
statements furnished to Holdings by or on behalf of the Stockholder in
connection herewith contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained herein
or therein, in light of the circumstances under which they were made, not
misleading.
(c) The Stockholder is an "accredited investor," as such term is
defined in Regulation D under the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder (the "Act").
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(d) The Stockholder is able to bear the economic risks of holding
the Holdings Shares for an indefinite period of time, has adequate means of
providing for such Stockholder's current needs and possible contingencies
without any need to sell the Holdings Shares and can afford to suffer the
complete loss of any investment in Holdings.
(e) The Stockholder has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of an
investment in Holdings and protecting such Stockholder's interests in connection
with an investment in Holdings or the Stockholder has been advised by a
representative possessing such knowledge and experience.
(f) The Stockholder and the Stockholder's representatives have
received and carefully reviewed a copy of the Annual Report on Form 10-K for the
year ended December 31, 1999 and the Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000, of Atrium (the "SEC Filings"),
and that certain Buy/Sell Agreement, dated as of the date hereof, by and between
Holdings, the Stockholder and the other parties named therein (the "Buy/Sell
Agreement"), and any exhibits and amendments thereof or supplements thereto, and
the Stockholder understands all of the risks related to making an investment in
Holdings. The Stockholder has had the opportunity to obtain any additional
information necessary to verify the accuracy of the information contained in
such documents and to evaluate the merits and income tax consequences of the
investment in Holdings. All inquiries made by the Stockholder and the
Stockholder's representatives with respect to Holdings and its subsidiaries and
the purchase of the Holdings Shares have been answered. No representations or
warranties have been made to the Stockholder or the Stockholder's
representatives concerning the Holdings Shares or Holdings or its prospects,
subsidiaries or other matters except as set forth in this Agreement. In making
the decision to purchase the Holdings Shares, the Stockholder has relied upon
independent investigations and, to the extent believed by such Stockholder to be
appropriate, such Stockholder's representatives, including such Stockholder's
own professional, financial, tax and other advisors.
(g) The Stockholder recognizes that the Stockholder's investment in
Holdings involves a high degree of risk and that no federal or state agency has
passed upon the accuracy or adequacy of the SEC Filings or upon the Holdings
Shares or made any finding or determination as to the fairness of an investment
in Holdings.
(h) The Stockholder is aware that the Stockholder must bear the
economic risk of the Stockholder's investment in Holdings for an indefinite
period of time because (i) the Holdings Shares have not been registered under
the Act or under the securities laws of any state, and therefore cannot be sold
unless they are subsequently registered under the Act and any applicable state
securities laws or unless an exemption from such registration is available, and
(ii) the Buy/Sell Agreement provides that a
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Stockholder may transfer and assign the Stockholder's Holdings Shares only upon
the satisfaction of certain conditions.
(i) The Stockholder is acquiring the Holdings Shares solely for such
Stockholder's own account for investment and not with a view to the distribution
or resale thereof.
(j) The Stockholder has not offered or sold any portion of the
Stockholder's Holdings Shares and has no present intention of reselling or
otherwise disposing of any of the Stockholder's Holdings Shares.
(k) The Stockholder has been advised by Holdings and agrees that (i)
there is no existing public market for the Holdings Shares and there is no
assurance that there will be any market for the Holdings Shares in the future,
(ii) Rule 144 promulgated under the Act ("Rule 144") is not presently available
with respect to offers or sales of any securities of Holdings, (iii) when and if
the Holdings Shares may be disposed of without registration under the Act in
reliance on Rule 144, certain persons considered to be affiliates of Holdings
will be able to dispose of the Holdings Shares only in limited amounts in
accordance with the terms and conditions of such rule, and subject to the terms
and conditions of this Agreement and the Buy/Sell Agreement, (iv) securities
laws of jurisdictions outside the United States may restrict the Stockholder's
ability to dispose of the Holdings Shares in such jurisdictions and Holdings may
impose restrictions on transfers of the Holdings Shares to avoid its violation
of such laws, (v) a restrictive legend may be placed on instruments representing
the Holdings Shares, and (vi) a notation shall be made in the appropriate
records of Holdings indicating that the Holdings Shares are subject to
restrictions on transfer and, if Holdings should at some time in the future
engage the services of a stock transfer agent, appropriate stop transfer
restrictions may be issued to such transfer agent with respect to the Holdings
Shares.
(l) The Stockholder will not, directly or indirectly, offer,
transfer, sell, assign, pledge or otherwise dispose of the Holdings Shares or
any portion thereof except in compliance with the Act and the Buy/Sell
Agreement. The Stockholder agrees and acknowledges that, in the event the
Stockholder is permitted to offer, transfer, sell, assign, pledge or otherwise
dispose of the Holdings Shares or any portion thereof pursuant to the Buy/Sell
Agreement (i) any such offer, transfer, sale, assignment, pledge or other
disposition will be pursuant to an effective registration statement under the
Act and under all applicable state securities laws, or (ii) the Stockholder will
furnish Holdings with an opinion of counsel, which opinion and counsel shall be
satisfactory to Holdings, to the effect that no such registration is required
because of the availability of an exemption from registration under the Act and
under all applicable state securities laws.
(m) The Stockholder agrees that if, subject to the terms and
conditions of the Buy/Sell Agreement, any of the Holdings Shares are to be
disposed of in accordance with Rule 144 or otherwise by the Stockholder, the
Stockholder shall
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promptly notify Holdings of such intended disposition and shall deliver to
Holdings, at or prior to the time of such disposition, such documentation as
Holdings may reasonably request in connection with such disposition and, in the
case of a disposition pursuant to Rule 144, shall deliver to Holdings an
executed copy of any notice on Form 144 required to be filed with the Securities
and Exchange Commission.
(n) The Stockholder has not received, paid or given, directly or
indirectly, any commission or remuneration for or on account of any sale, or the
solicitation of any sale, of the Holdings Shares.
(o) The Stockholder has received and, by execution hereof,
acknowledges that, (i) he has accepted the offer to sell the Holdings Shares in
the state indicated on the signature page hereto, (ii) the address set forth on
the signature page hereto is the address where such Stockholder is a resident
and domiciliary (not a temporary or transient resident), (iii) the Stockholder
is not acquiring the Holdings Shares as an agent or otherwise for any other
person, and (iv) the Stockholder is a citizen of the United States.
(p) The Stockholder agrees that all of the information which such
Stockholder has provided to Holdings and its affiliates and representatives
concerning him and his financial position is true, complete and correct.
(q) The Stockholder understands and agrees that Holdings is a
holding company with no operations and a limited financial history.
5. REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND ATRIUM. As an
inducement to the Stockholders to enter into this Agreement and to consummate
the transactions contemplated hereby, Holdings or Atrium, as the case may be,
represents and warrants to each Stockholder that, except as set forth in the
Company Disclosure Documents (defined below), the following are true and correct
as of the date hereof and as of the Closing Date:
(a) Holdings is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) Holdings is authorized to issue 250,000,000 Holdings Shares, of
which, prior to the transactions contemplated by the Purchase Agreement,
125,629,043 shares are issued and outstanding. The outstanding Holdings Shares
were duly authorized and, when issued, were validly issued, fully paid and
non-assessable. None of the Holdings Shares were issued in violation of any
preemptive or other right. Options to acquire 15,738,401 Holdings Shares (the
"Holdings Options") are issued and outstanding. Other than the Holdings Options,
and except as set forth in Schedule 5(b), Holdings is not a party to or bound by
any contract or agreement which grants to any person or entity an option or
right of first refusal or other right of any character to acquire at any time,
or upon the happening of any stated events, shares of capital stock or other
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securities of Holdings, whether or not presently issued or outstanding. Other
than the Holdings Options, and except as set forth in Schedule 5(b), there is no
outstanding right, subscription, warrant, call, option or other agreement of any
kind to issue, purchase or otherwise to receive from Holdings any of the
outstanding, the authorized but unissued, the unauthorized or the treasury
shares of the capital stock or any other security of Holdings, and there is no
outstanding security of any kind convertible or exchangeable into capital stock
of Holdings.
(c) When issued in accordance with the terms and conditions hereof,
all of the Holdings Shares issued pursuant to this Agreement shall be validly
issued, fully paid and non-assessable.
(d) Holdings has all requisite corporate power and authority to
enter into and deliver this Agreement and to perform its obligations hereunder,
and has duly authorized the execution, delivery and performance of this
Agreement by all necessary corporate action. This Agreement has been duly and
validly authorized, executed and delivered by Holdings and constitutes Holdings'
legal, valid and binding obligation, enforceable in accordance with its terms,
except as enforceability is limited by (i) principles of equity that may
restrict the availability of specific performance and other equitable remedies
(whether such enforceability is considered in a proceeding in equity or at law),
and (ii) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, fraudulent transfer and other laws applicable to creditors' rights
generally.
(e) Except for the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), the execution, delivery
and performance of this Agreement by Holdings is not subject to the
jurisdiction, approval, notification of or consent of any governmental,
regulatory or administrative agency, other than with respect to applicable state
securities or blue sky laws for which the appropriate consents, approvals or
authorizations have been obtained and the appropriate notices, filings,
registrations or qualifications have been made.
(f) Except for the requirements of the HSR Act, and except as set
forth on Schedule 5(f), the execution, delivery and performance of this
Agreement by Holdings will not violate (with or without the giving of notice or
the lapse of time or both) or require any consent or approval, filing or notice
under and will not conflict with, or result in the breach or termination of any
provision of, or constitute a default under, or result in the acceleration of
the performance of the obligations of Holdings under Holdings' Certificate of
Incorporation or By-laws or under any material indenture, mortgage, deed of
trust, lease, license agreement, contract, instrument or other agreement, or any
law, order, judgment or decree to which Holdings is a party or by which Holdings
is bound.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF HOLDINGS. The obligations of
Holdings to consummate the transactions contemplated by this Agreement shall be
subject, at its election, to the fulfillment, performance or occurrence prior to
or at
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the Closing, to Holdings' reasonable satisfaction, of each of the following
conditions:
(a) REPRESENTATIONS AND WARRANTIES. Each representation and warranty
made by the Stockholders in this Agreement or in any document delivered pursuant
to the provisions hereof, shall be true and correct at and as of the time of
Closing.
(b) PERFORMANCE OF OBLIGATIONS AND CONDITIONS. The Stockholders
shall have performed and complied with all obligations and conditions required
by this Agreement to be performed or complied with prior to or at the Closing,
including, but not limited to, the payment of the Purchase Price.
(c) NO PROHIBITIONS. No injunction, stay or restraining order shall
be in effect prohibiting the consummation of the transactions contemplated by
this Agreement.
(d) BUY/SELL AGREEMENT. Each Stockholder shall have executed and
delivered the Buy/Sell Agreement.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. The
obligations of each of the Stockholders to consummate the transactions
contemplated by this Agreement shall be subject, at his election, to the
fulfillment, performance or occurrence prior to or at the Closing, to the
Stockholder's reasonable satisfaction, of each of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES. Each representation and warranty
made by Holdings in this Agreement or in any document delivered pursuant to the
provisions hereof shall be true and correct at and as of the time of Closing.
(b) PERFORMANCE OF OBLIGATIONS AND CONDITIONS. Holdings shall have
performed and complied with all obligations and conditions required by this
Agreement to be performed or complied with by Holdings prior to or at the
Closing.
(c) NO PROHIBITIONS. No injunction, stay or restraining order shall
be in effect prohibiting the consummation of the transactions contemplated by
this Agreement.
8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties and other agreements set forth in this Agreement shall survive
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby for a period of sixteen (16) months
following the Closing. All of the same shall be deemed to have been relied
upon by the party to which made.
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9. INDEMNITY.
(a) Subject to the terms and conditions of this Section 9, the
Stockholder hereby agrees to indemnify, defend and hold harmless Holdings and
its subsidiaries and their respective officers, directors, employees,
stockholders, representatives, agents, successors and assigns from and against
all losses, damages, demands, claims, assessments, actions, taxes, penalties,
interest, reasonable attorneys' and accountants' fees, settlement costs and
other costs and expenses arising out of, or incident to, any of the following:
(i) any breach of any representation or warranty made by any
Stockholder herein or in any certificate or other instrument delivered
pursuant hereto;
(ii) any breach or failure by any Stockholder to perform or
fulfill any of his covenants or agreements set forth herein;
(iii) the sale or distribution of any Holdings Shares by any
Stockholder in violation of the Act, any applicable state securities or
blue sky laws or the Buy/Sell Agreement;
(iv) any and all claims, actions, suits, proceedings,
investigations, demands, assessments and judgments incident to any of
the foregoing.
(b) Each of the parties hereto has the right to rely fully upon the
representations, warranties, covenants and agreements of the other contained
herein or in any certificate delivered with respect to any of the foregoing.
Each of the covenants and agreements shall survive the Closing indefinitely and
the representations and warranties shall survive the execution of this Agreement
and the Closing and shall remain in full force and effect for a period of
sixteen (16) months following the Closing Date; provided, however, that such
limitation on survival shall not apply to (i) any representation or warranty if
a claim for indemnity pursuant to this Section 9 is delivered to any Stockholder
prior to expiration of such period, or (ii) any claim based upon fraud, bad
faith or willful misconduct in connection with this Agreement, which shall, in
each case, survive the Closing indefinitely.
10. PROXY. Each Stockholder hereby appoints Ardshiel, Inc. ("Ardshiel")
as his attorney-in-fact and proxy to attend any and all meetings of the
stockholders of Holdings, to vote all of such Stockholder's Holdings Shares and
any Shares of Common Stock of Holdings acquired by such Stockholder after the
date of this Agreement, to give or withhold a written consent in connection with
any consent solicitation and to represent and otherwise to act for the
Stockholder in the same manner and with the same effect as if done by the
Stockholder in connection with the submission to the stockholders of any matter.
This proxy shall be deemed to be coupled with an
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interest and is irrevocable and shall remain in effect until such Stockholder
ceases to be a stockholder of Holdings. Each Stockholder authorizes Ardshiel to
substitute any other person to act hereunder, to revoke any substitution and to
file this proxy and any substitution or revocation with the Secretary of
Holdings. Each Stockholder shall execute such instruments as Ardshiel may
request in order to evidence the granting of this proxy.
11. PURCHASE AGREEMENT. It shall be a condition precedent to the
Closing that the parties to the Purchase Agreement execute and deliver the
Purchase Agreement and consummate the Acquisition and the other transactions
contemplated by the Purchase Agreement.
12. MISCELLANEOUS.
(a) FURTHER ASSURANCES. Each party hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and
documents as any other party hereto reasonably may request in order to carry out
the intent and accomplish the purposes of this Agreement.
(b) ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement constitutes
the entire agreement among the parties hereto with respect to the subject matter
hereof, supersedes all prior and contemporaneous agreements and understandings,
if any, of the parties with respect thereto, may not be amended or supplemented
except by an instrument or counterparts thereof in writing signed by the parties
hereto and may not be discharged except by such written instrument or by
performance. No waiver of any term or provision of this Agreement shall be
effective unless in writing signed by the party to be charged and such waiver
shall not be effective as to any other provision of this Agreement.
(c) BINDING EFFECT. This Agreement shall be binding on and inure to
the benefit of the parties hereto and, subject to the terms and provisions
hereof, their respective legal representatives, successors and permitted
assigns. Neither this Agreement nor any rights, interests or obligations
hereunder may be assigned by any Stockholder without the prior written consent
of Holdings.
(d) INVALIDITY OF PROVISION. The invalidity or unenforceability of
any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction.
(e) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which taken together shall be deemed one and the same
instrument.
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(f) NOTICES. All notices or other communications given or made
hereunder shall be in writing and, unless otherwise provided herein, shall be
deemed to have been given when received by the party to whom such notice is to
be given at its address set forth below, or such other address for the party as
shall be specified by notice given pursuant hereto:
If to Holdings:
D and W Holdings, Inc.
c/o Ardshiel, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
With copies to:
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx X. Xxxxx
Xxxxx Xxxxxxxxxx
Facsimile: (000) 000-0000
If to a Stockholder:
To the address set forth below such Stockholder's signature on
the signature page hereto.
(g) HEADINGS. The descriptive headings of the several sections of
this Agreement are inserted for convenience only and do not constitute part of
this Agreement.
(h) THIRD PARTY BENEFICIARIES. Except as otherwise expressly set
forth herein, no individual or entity shall be a third-party beneficiary of the
representations, warranties, covenants and agreements made by any party hereto.
(i) GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement shall
be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the laws of the State of New York without regard to the
principles of conflict of laws. The parties agree to submit to the personal and
exclusive jurisdiction of the state and federal courts serving New York, New
York with respect to the enforcement or interpretation of this Agreement or the
parties' obligations hereunder. Each party hereto irrevocably waives, to the
full extent permitted by law, any objection which it may now or hereafter have
to the laying of the venue of any such proceeding
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brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum. Nothing in this Section shall
affect the right of any party hereto to serve legal process in any manner
permitted by law.
(j) SCHEDULES. All Schedules referred to in this Agreement are
intended to be and are hereby specifically made a part of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Management Subscription Agreement as of the date and year first above written.
D AND W HOLDINGS, INC.
By:
-----------------------------------
Name: Xxxx X. Xxxx
Title: President
STOCKHOLDERS:
-----------------------------------
Xxxx Xxxxx
Address:
-----------------------------------
Xxxx Xxxxxxxx
Address:
-----------------------------------
Xxxxx Xxxxxx
Address:
SCHEDULE A
Number of
Name Holdings Shares
------------------------------------ ----------------------
Xxxx Xxxxx 1,480,769
Xxxx Xxxxxxxx 1,480,769
Xxxxx Xxxxxx 884,615
TOTAL: 3,846,153
SCHEDULE 5(b)
1. Second Amended and Restated Purchase Agreement, dated as of October 17,
2000, by and among The Xxxxxxx Company, Inc., Atrium Companies, Inc.
and D and W Holdings, Inc.
2. Amended and Restated Stockholders Agreement, entered into on or about
October 25, 2000 (the "Stockholders Agreement"), by and among D and W
Holdings, Inc. and each of the individual stockholders signatory to the
Stockholders Agreement.
3. Registration Rights and Stockholders Agreement, dated as of October 25,
2000, by and among D and W Holdings, Inc. and the purchasers listed on
the signature pages thereto.
4. Exchange and Registration Rights Agreement, dated as of October 25,
2000, by and among D and W Holdings, Inc. and the purchasers listed on
the signature pages thereto.
5. Purchase Agreement, dated as of October 25, 2000, by and among D and W
Holdings, Inc. and the purchasers listed on the signature pages
thereto.
SCHEDULE 5(f)
1. Amended and Restated Stockholders Agreement, dated as of October 25,
2000 (the "Stockholders Agreement"), by and among D and W Holdings,
Inc. and each of the individual stockholders signatory to the
Stockholders Agreement.
