Exhibit 10.18
CONSENT AGREEMENT
THIS CONSENT AGREEMENT, dated as of December 17, 2002 (this "Agreement"),
is among APW Ltd., a Bermuda corporation (formerly known as AWP Ltd.) (the
"Borrower"), various financial institutions (collectively, the "Lenders") and
Bank of America, National Association, as Post-Petition agent (the
"Post-Petition Agent") under the Post-Petition Multicurrency Superpriority
Credit Agreement, dated as of May 16, 2002 (as heretofore amended, the "Credit
Agreement") among the Borrower, the Lenders and the Post-Petition Agent. Terms
defined in the Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used herein as defined therein.
WHEREAS, the Borrower has requested a consent to certain transactions under
the Credit Agreement; and
WHEREAS, the parties hereto are willing to consent to certain transactions
as hereinafter set forth;
NOW. THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1. CONSENT. The parties hereby consent to the purchase of warrants
for common stock of APW Ltd. from APW 401(k) Plan for not more than $25,000,
notwithstanding any provision of Section 11.23 of the Loan Agreement to the
contrary.
SECTION 2. CONDITIONS PRECEDENT. This Agreement shall become effective when
the Post-Petition Agent receives (i) this Agreement, duly executed by the
Borrower, the Post-Petition Agent and the Majority Lenders and (ii) the consent
to this Agreement by the Guarantors.
SECTION 3. MISCELLANEOUS.
3.1 Continuing Effectiveness. etc. The Credit Agreement shall remain in
full force and effect and is hereby ratified, approved and confirmed in each and
every respect.
3.2 Limitation. This Agreement shall be limited to its terms and shall not
constitute a waiver of any rights, powers and/or remedies the Lenders may have
from time to time under the Credit Agreement or the Loan Documents.
3.3 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.
3.4 Headings. The various headings of this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this
Agreement or any provisions hereof.
3.5 Execution in Counterparts. This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
3.6 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
3.7 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.
[Signatures to Follow]
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
APW LTD.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Treasurer
BANK OF AMERICA, NATIONAL
ASSOCIATION, as Post-Petition Agent
By: /s/ M Xxxxxx XxXxxxxx
---------------------------------------------
Name: M. Xxxxxx XxXxxxxx
Title: Managing Director
GSC RECOVERY II, L.P.
By: GSC Recovery II GP, L.P., its
general partner
By: GSC RII, LLC, its general partner
By: GSCP (NJ) Holdings, L.P., its sole
member
By: GSCP (NJ), Inc., its general partner
By: ____________________________________________
Name:
Title:
Consent (DIP Credit Agreement)
GSC RECOVERY IIA, L.P.
By: GSC Recovery IIA GP, L.P.,
its general partner
By: GSC RII, LLC, its general partner
By: GSCP (NJ) Holdings, L.P., its sole
member
By: GSCP (NJ), Inc., its general partner
By:______________________________________
Name:
Title:
OCM PRINCIPAL OPPORTUNITIES FUND II, L.P.
by Oaktree Capital Management, LLC,
its General Partner
By: /s/ Xxxxxxx Xxxxxx /s/
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
OCM OPPORTUNITIES FUND III, L.P. by
Oaktree Capital Management, LLC, its
General Partner
By: /s/ Xxxxxx X. Xxxx /s/
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
OCM OPPORTUNITIES FUND IV, L.P. by
Oaktree Capital Management, LLC, its
General Partner
By: /s/ Xxxxxx X. Xxxx /s/
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
Consent (DIP Credit Agreement)
X'XXXXXX DISTRESSED TRADING
MASTER LTD., by UBS X'Xxxxxx LLC,its
investment adviaor
By:___________________________________
Name:
Title:
PERRY PRINCIPALS, L.L.C.
By:___________________________________
Name:
Title:
ROYAL BANK OF SCOTLAND, PLC
By: /s/ X. X. Xxxxx
-----------------------------------
Name: X. X. Xxxxx
Title: Corporate Director
XXXXXXX X. XXXXX & SONS SPECIAL
SITUATIONS PARTNERS II, L.P.
By:___________________________________
Name:
Title:
Consent (DIP Credit Agreement)
GUARANTOR AGREEMENT AND CONSENT
The undersigned Guarantors hereby agree and consent, as of the date first
written above, to the terms and provisions of the above Consent Agreement, and
agree that the Loan Documents, guarantee documents and facility agreements
executed by the undersigned Guarantors shall remain in full force and effect
notwithstanding the provisions of such Consent Agreement.
AIR CARGO EQUIPMENT (UK) LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APPLIED POWER CREDIT CORPORATION
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name:
Title:
APPLIED POWER LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW BRASIL, LTDA.
By: /s/ X X Xxxxxxxx
----------------------------------
Name: Xxxxxxxxxxx Xxxx Xxxxxxxx
Title: Site Leader
Guarantor Consent (DIP Credit Agreement)
APW ELECTRONICS GROUP PLC
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ELECTRONICS GMBH
By: /s/ X X Xxxxx
----------------------------------
Name:
Title:
APW ELECTRONICS LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ENCLOSURE PRODUCTS AND SYSTEMS LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
Guarantor Consent (DIP Credit Agreement)
APW ENCLOSURE SYSTEMS (UK) LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ENCLOSURE SYSTEMS HOLDINGS, INC.
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name:
Title:
APW ENCLOSURES SYSTEMS HOLDINGS LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ENCLOSURES SYSTEMS, LP by
APW Enclosure Systems Holding, Inc., its
General Partner
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name:
Title:
APW ENCLOSURE SYSTEMS PLC
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
Guarantor Consent (DIP Credit Agreement)
APW ENCLOSURE SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Name:
Title:
APW ENCLOSURES (DUBLIN) LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ENCLOSURES LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW FINANCE LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name:
Title:
APW GALWAY LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW HOLDING B.V.
By: /s/ X X Xxxxx
----------------------------------
Name:
Title:
Guarantor Consent (DIP Credit Agreement)
APW HOLDINGS (EUROPE) LIMITED
By: /s/ X X Xxxxx
-------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW INVESTMENTS UK LIMITED
By: /s/ X X Xxxxx
-------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW MAYVILLE LLC
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Name:
Title:
APW NETHERLANDS B.V.
By: /s/ X X Xxxxx
-------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW NEW FOREST LIMITED
By:____________________________
Name:
Title:
APW NORTH AMERICA INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Name:
Title:
Guarantor Consent (DIP Credit Agreement)
APW POWER SUPPLIES AS
By: /s/ X X Xxxxx
------------------------------------
Name:
Title:
APW POWER SUPPLIES LTD.
By: /s/ X X Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW PRODUCTS AND SYSTEMS B.V.
By: /s/ X X Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW-ERIE, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name:
Title:
ASPEN MOTION TECHNOLOGIES INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name:
Title:
C FAB DEVELOPMENTS LTD.
By: /s/ X X Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
Guarantor Consent (DIP Credit Agreement)
CIPRESMAD HUNGARY GROUP
FINANCING LLC
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name:
Title:
XXXX INDUSTRIES INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name:
Title:
ELECTRONIC SOLUTIONS
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name:
Title:
XXXXXXXX ELECTRONICS LIMITED
By: /s/ X X Xxxxx
------------------------------------
Name:
Title:
XXXXXXXX SECURITY SYSTEMS LTD.
By: /s/ X X Xxxxx
------------------------------------
Name:
Title:
INNOVATIVE METAL FABRICATION,
INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name:
Title:
Guarantor Consent (DIP Credit Agreement)
J XXXXXXX MANUFACTURING
(IRELAND) LTD.
By: /s/ X X Xxxxx
------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
XXXXXX MIDWEST CORPORATION
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
XXXXXX WEST INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
PRECISION FABRICATION
TECHNOLOGIES INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
TOWERFLAME LIMITED
By: /s/ X X Xxxxx
------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
XXXXXX LINE EUROPE B.V.
By: /s/ X X Xxxxx
------------------------------
Name:
Title:
Guarantor Consent (DIP Credit Agreement)
XXXXXX LINE LIMITED
By: /s/ X X Xxxxx
------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
XXXXXX LINE LLC (formerly known as
APW Xxxxxx Line LLC)
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
ZERO-EAST DIVISION, ZERO
CORPORATION
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
Guarantor Consent (DIP Credit Agreement)
