EXHIBIT 10.3
April 4, 2001
Applied Power Credit Corporation
APW North America, Inc.
N22 X00000 Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxx 00000-0000
Re: Possible Extension of Receivables Purchase Agreement, dated as of
November 20, 1997 (as amended, supplemented or otherwise modified, the
"Agreement"), among Applied Power Credit Corporation (the "Seller"),
APW North America, Inc. (as successor to Applied Power Inc.) (the
"Servicer"), Xxxxxx Capital Corporation (the "Purchaser"), and Societe
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Generale (the "Agent")
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Ladies and Gentlemen:
Reference is hereby made to the Agreement. Capitalized terms used herein,
and not otherwise defined herein, shall have the meanings ascribed to such terms
in Schedule I to the Agreement.
You have requested an extension of the Commitment Termination Date under
the Agreement until May 15, 2001. The Purchaser is willing to agree to such
extension, subject to your agreement to the following conditions:
(a) delivery to the Agent no later than April 5, 2001 of executed
Lock-Box Agreements for all Lock-Box Banks; and
(b) delivery to the Agent no later than April 11, 2001 (or such later
date as may be agreed to by the Agent in its sole discretion) of (i) an
amendment to the Agreement providing for (A) the taking of the control and
dominion over the Lock-Box Accounts by the Agent and the establishment of a
"Concentration Account" under the control and dominion of the Agent into
which all Collections will be transferred daily from the Lock-Box Accounts;
(B) daily reporting and daily settlement (i.e., amounts will only be
released from the "Concentration Account" to the extent of compliance under
a daily borrowing base certificate); (C) an increase in the program fee to
0.75% from 0.28%; (D) the addition of a "Dilution Reserve" of $7,000,000;
(E) a minimum Recourse
April 4, 2001
Page 2
Percentage of 20%; (F) the appointment of two independent directors for the
Seller acceptable to the Agent; (G) a reduction of the Purchase Limit to
$80,000,000; (H) expansion of the Termination Events to cover (x) all
cross-defaults with respect to any Debt of $2,000,000 or more (declared or
undeclared, waived or unwaived) and (y) any repayment of principal or any
default or event of default (other than the "Covenant Noncompliance"
described in the waiver dated March 30, 2001) or any acceleration or demand
under the Bank of America agented or the Royal Bank of Scotland facilities;
and (I) such other amendments as the Agent shall request; (ii)opinions of
counsel with respect to true sale/non-consolidation, enforceability,
perfection and such other matters as the Agent shall request with respect
to the Seller, Servicer and Originators; (iii) any updates to UCC financing
statements requested by the Agent; (iv) confirmation that all Lock-Box
Accounts are in the name of the Seller and controlled by the Agent; and (v)
a $75,000 amendment fee;
(c) simultaneously with the pledge of the stock of the Seller to any
Person, an executed intercreditor agreement (including, without limitation,
such Person's agreement to not put the Seller into bankruptcy, to respect
the independent director provisions or to not otherwise attach the
securitization transaction), in form and substance satisfactory to the
Agent;
(d) allow an examination, with the full cooperation of the Servicer,
the Seller and each Originator, by accountants or consultants selected by
the Agent, of the Receivables and Related Assets and related books, records
and computer data and such other matters as shall be requested by the
Agent, at the expense of the Servicer; and
(e) payment by the Servicer of all fees and expenses (including,
without limitation, all fees, expenses and costs of counsel) of the Agent
and Purchaser, including, without limitation, payment by the Servicer of a
retainer of $200,000.
Please signify your agreement to the foregoing conditions and your
confirmation that (i) all of the representations and warranties contained in the
Agreement are correct on and as of the date hereof as though made on and as of
such date, (ii) no event has occurred and is continuing which constitutes a
Termination Event or Unmatured Termination Event as of such date and (iii) the
April 4, 2001
Page 3
Aggregate Purchaser's Investments as of such date is $78,928,665.00 (and such
amount is not subject to any offset, dispute, counterclaim or other defense
whatsoever), in the space provided below.
Very truly yours,
SOCIETE GENERALE, as Agent
By: /s/ Xxxxxx X. Xxxxx
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Name: XXXXXX X. XXXXX
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Title: Managing Director
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Accepted and Agreed
as of the date hereof:
APPLIED POWER CREDIT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: XXXXXXX X. XXXXXX
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Title: SVP-CFO
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