March 30, 0000
XXX Xxx.
XXX Xxxxx Xxxxxxx, Inc.
APW Holdings Denmark APS
N22 X00000 Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
Re: Multicurrency Credit Agreement dated as of July 31, 2000 among
APW Ltd., APW North America, Inc., APW Holdings Denmark APS,
certain financial institutions, Bank One, N.A., as syndication
agent, The Chase Manhattan Bank, as documentation agent and Bank
of America, National Association, as administrative agent
Ladies and Gentlemen:
Reference is made to the above-captioned credit agreement (the "Credit
Agreement"). All capitalized terms used in this letter shall have the meanings
set forth in the Credit Agreement, unless otherwise defined in this letter or
the context otherwise requires. This letter shall supercede the letter dated
March 20, 2001 from the Administrative Agent to the Borrowers.
The Borrowers have advised the Administrative Agent that they are not in
compliance with the requirements of Section 7.6(b) and 7.6(c) of the Credit
-------------- ------
Agreement for the period ending February 28, 2001. Such noncompliance shall be
referred to as the "Covenant Noncompliance."
The Borrowers are willing to waive the Covenant Noncompliance during the
period from February 28,2001 through May 15, 2001 ("Waiver Period") on the terms
and conditions set forth in this letter and in reliance upon the representations
set forth in this letter.
The Borrowers have represented for the purpose of this letter, that the
ratio as of February 28, 2001, calculated under Section 7.6(b), is not in fact
---------------
greater than 4.0 to 1, and that the ratio on such date, calculated under Section
-------
7.6(c), is not in fact greater than 5.0 to 1. During the Waiver Period, the
-------
Applicable Margin for Offshore Rate Loans shall be 2.25%, the Applicable Margin
for Base Rate Loans shall be 0.75% and the Applicable Non-Use Fee Rate shall be
0.375%.
The Borrowers agree no later than April 4, 2001 to provide evidence
satisfactory to the Administrative Agent that the Amended and Restated Purchase
and Sale Agreement (the "RPS
APW Ltd.
APW North America, Inc.
APW Holdings Denmark APS
March 30, 2001
Page 2
Agreement") among certain originators, APW North America, Inc. and Applied Power
Credit Corporation dated as of November 20, 1997, as amended and the Receivables
Purchase Agreement (the "RP Agreement") dated as of November 20, 1997, as
amended among Applied Power Credit Corporation, the Parent, Xxxxxx Capital
Corporation and Societe Generale is in full force and effect, the Scheduled
Commitment Termination Date under the RP Agreement is on or after May 15, 2001,
and no Termination Event under the RP Agreement has occurred and is continuing.
The Borrowers agree that they will obtain no later than April 11, 2001 a
waiver from The Royal Bank of Scotland of any right to take action in respect of
Debt payable to it arising as a result of the Covenant Noncompliance.
The Borrowers agree that the occurrence of any of the following shall
constitute an Event of Default:
(a) (i) Xxxxxx Capital Corporation or Societe Generale notifies the
Borrowers that they will make no further Purchases or
Reinvestments (as defined in the RP Agreement) or (ii) after the
evidence required in the preceding paragraph has been delivered,
the occurrence of a Termination Event or Commitment Termination
Date under the RP Agreement;
(b) any repayment of principal on debt owing to The Royal Bank of
Scotland; or
(c) the occurrence of a default or event of default (other than the
Covenant Noncompliance) or an acceleration or demand with respect
to the debt owing to The Royal Bank of Scotland.
During the Waiver Period no Acquisitions, otherwise permitted under Section
-------
7.7(c), shall be permitted. During the Waiver Period, there shall not be any
------
Outstanding Obligations of APW-NA or APW-Denmark. The Outstanding Obligations
of the Parent shall be limited to $530,000,000.
The Borrowers agree that, during the Waive Period, they will not, and will
not permit any Subsidiary, to repay Debt other than at the scheduled maturity of
such Debt.
APW Ltd.
APW North America, Inc.
APW Holdings Denmark APS
March 30, 2001
Page 3
The Borrowers agree that, during the Waiver Period, they will not, and will
not permit any Subsidiary, to repay Debt other than at the scheduled maturity of
such Debt.
The Borrowers agree that they will use their best efforts to cause
substantially all their assets (including the stock of their Subsidiaries) and
substantially all the assets of their Subsidiaries (excluding receivables sold
pursuant to the RPS Agreement) to be pledged as soon as practicable to secure
the Obligations in a form satisfactory to the Administrative Agent, as more
fully set forth in the letter of the Agent dated the date hereof or except as
the Administrative Agent may consent. Any such security shall be on a perfected
first priority basis pari passu with Royal Bank of Scotland except for liens
permitted under Section 7.9 of the Credit Agreement.
It shall be a condition to the effectiveness of this Waiver that the
Borrower pay the fees required in the letter from the Agent dated March 27,
2001. The Borrowers shall also pay to Xxxxxx Xxxxxxxx and Xxxxx, Xxxxx & Xxxxx
retainers required in the letter from the Agent dated March 28, 2001.
The Borrowers agree that they will furnish to the Administrative Agent and
the Banks on a weekly basis each Monday as of close of business the prior
Friday, a listing of Debt (including receivables sold) itemized by obligor.
This letter shall be limited to its terms and shall not constitute a waiver
of any other rights, powers, and/or remedies the Banks may have from time to
time, including, without limitation, the right to accelerate the Obligations or
exercise remedies upon the occurrence of any Default or Event of Default (other
than those relating to the Covenant Noncompliance) during the Waiver Period, and
the Administrative Agent, on behalf of the Banks, expressly reserves any and all
of those rights, powers, and remedies, whether existing under any of the Loan
Documents, applicable law or otherwise.
Noncompliance with any of the terms contained herein or inaccuracy with
respect to any representation herein made shall be deemed an Event of Default
under the Credit Agreement.
This letter shall be effective upon execution and delivery by the Required
Banks and the consent and acknowledgment by the Borrowers and the Guarantors.
This letter shall be a contract made under, and governed by, the laws of
Illinois.
APW Ltd.
APW North America, Inc.
APW Holdings Denmark APS
March 30, 2001
Page 4
Please acknowledge your representations and agreements by signing and
returning a copy of this letter.
BANK OF AMERICA, N.A.
as Administrative Agent
By: /s/ X.X. XXXXXXXX
---------------------------------
Title: Managing Director
---------------------------------
Acknowledged and Agreed this __ day of March, 0000
XXX XXX
XXX XXXXX XXXXXXX, INC.
APW HOLDINGS DENMARK APS
By: __________________________
Title :_______________________
Consent to this 30 day of March, 0000
XXXX XX XXXXXXX, NATIONAL ASSOCIATION
By: /s/ X.X. XXXXXXXX
---------------------------------
Title: Managing Director
---------------------------------
BANK ONE, NA
(Main Office Chicago)
By: __________________________
Title: _______________________
APW Ltd.
APW North America, Inc.
APW Holdings Denmark APS
March 30, 2001
Page 5
THE CHASE MANHATTAN BANK
By: __________________________
Title: _______________________
FIRST UNION NATIONAL BANK
By: __________________________
Title: _______________________
LASALLE BANK NATIONAL
ASSOCIATION
By: __________________________
Title: _______________________
THE ROYAL BANK OF SCOTLAND PLC
By: __________________________
Title: _______________________
THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH
By: __________________________
Title: _______________________
APW Ltd.
APW North America, Inc.
APW Holdings Denmark APS
March 30, 2001
Page 6
CREDIT LYONNAISE CHICAGO BRANCH
By: __________________________
Title: _______________________
U.S. BANK NATIONAL ASSOCIATION
By: __________________________
Title: _______________________
THE FUJI BANK, LIMITED
By: __________________________
Title: _______________________
FLEET NATIONAL BANK
By: __________________________
Title: _______________________
FIRSTAR BANK, N.A.
By: __________________________
Title: _______________________
APW Ltd.
APW North America, Inc.
APW Holdings Denmark APS
March 30, 2001
Page 7
THE DAI-ICHI KANGYO BANK, LTD
By: __________________________
Title: _______________________
M&I XXXXXXXX & XXXXXX BANK
By: __________________________
Title: _______________________
BNP PARIBAS
By: __________________________
Title: _______________________
SOCIETE GENERALE
By: __________________________
Title: _______________________
THE BANK OF NEW YORK
By: __________________________
Title: _______________________
APW Ltd.
APW North America, Inc.
APW Holdings Denmark APS
March 30, 2001
Page 8
WACHOVIA BANK, N.A.
By: __________________________
Title: _______________________
THE SAKURA BANK, LIMITED
By: __________________________
Title: _______________________
THE MITSUBISHI TRUST & BANKING CORPORATION
By: __________________________
Title: _______________________
APW Enclosures (Dublin) Limited
Xxxxxxxx Security Systems Ltd.
Applied Power Ltd.
APW Electronics Ltd.
APW Electronics Investments Overseas Ltd.
Xxxxxx Line Ltd.
VERO Electronics, Inc.
APW Enclosure Systems Holdings Ltd.
APW Enclosure Systems (UK) Ltd.
APW Galway Limited
Cambridge Aeroflot, Inc.
Electronic Solutions
XxXxxx West Inc.
XxXxxx Midwest Corporation
Zero-East Division, Zero Corporation
APW Ltd.
APW North America, Inc.
APW Holdings Denmark APS
March 30, 2001
Page 9
APW Enclosure Systems, Inc.
Applied Power Credit Corp.
Innovative Metal Fabrication, Inc.
Precision Fabrication Technologies Inc.
Metalade of Pennsylvania, Inc.
APW Enclosure Systems Holding, Inc.
APW Enclosure Systems, LP
Rubicon USA, Inc.
Aspen Motion Technologies Inc.
HSP USA Inc.
By: ________________________________
Title: _______________________________
