SIXTH AMENDMENT TO AMENDED AND
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RESTATED MULTICURRENCY CREDIT AGREEMENT
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THIS SIXTH AMENDMENT TO AMENDED AND RESTATED MULTICURRENCY CREDIT
AGREEMENT, dated as of April 15, 2002 (this "Amendment"), amends the Amended and
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Restated Multicurrency Credit Agreement, dated as of May 15, 2001 (as heretofore
amended, the "Credit Agreement"), among APW Ltd., a Bermuda corporation (the
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"Borrower"), the various financial institutions parties thereto (collectively,
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the "Banks"), Bank One, NA, as syndication agent, The Chase Manhattan Bank, as
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documentation agent and Bank of America, N.A., as administrative agent. Terms
defined in the Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used herein as defined therein.
WHEREAS, the parties hereto have entered into the Credit Agreement, which
provides for the Banks to extend certain credit facilities to the Borrower from
time to time; and
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects 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 Banks hereby agree that notwithstanding the
provisions of Section 2.12(b) of the Credit Agreement, the interest payments
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scheduled to be due prior to May 15, 2002 (the "Deferral Date"), shall not be
payable until the earliest date of: (i) the Deferral Date, or (ii) the first
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date after April 15, 2002 on which the lenders under the UK Facility receive any
payment in respect of interest or commissions under the UK Facility.
SECTION 2. WAIVER. The Banks hereby waive the right to require compliance
by the Borrower and its Subsidiaries with the requirements of Section 7.6 of the
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Credit Agreement for the period from April 15, 2002 to but excluding May 15,
2002.
SECTION 3. LIMITATION OF CONSENT AND WAIVER.
The consent and waiver set forth herein shall be limited to their terms and
shall not constitute a waiver of any other rights the Banks may have from time
to time, including the right, upon the occurrence of an Event of Default other
than the failure to pay such interest prior to the Deferral Date or the breach
of any agreement specifically waived hereunder, to accelerate the maturity of
the Loans and all payments, including interest payment, with respect thereto.
SECTION 4. CONDITIONS PRECEDENT. This Amendment shall become effective when
each of the conditions precedent set forth in this Section 3 shall have been
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satisfied, and notice thereof shall have been given by the Agent to the Borrower
and the Banks.
4.1 Receipt of Documents. The Administrative Agent shall have received all
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of the following documents duly executed, dated the date hereof or such other
date as shall be acceptable to the Administrative Agent, and in form and
substance satisfactory the Administrative Agent:
a) Amendment. This Amendment, duly executed by the Borrower, the
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Administrative Agent and the Banks.
b) Consents. Consents of all Guarantors hereto.
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c) UK Facility. Amendments to the UK Facility providing that
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interest on the UK Facility shall not be payable prior to the
Deferral Date and making other changes consistent herewith.
SECTION 5. REPRESENTATIONS AND WARRANTIES. To induce the Banks and the
```Administrative Agent to enter into this Amendment, the Borrower hereby
reaffirms, as of the date hereof, its representations and warranties contained
in the Credit Agreement, as hereby amended, and the other Loan Documents, and
the Borrower additionally represents and warrants to the Administrative Agent
and each Bank as follows:
5.1 Due Authorization, Non-Contravention, etc. The execution, delivery and
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performance by the Borrower of this Amendment are within the Borrower's
corporate powers, have been duly authorized by all necessary corporation action,
and do not
a) contravene the Borrower's Organic Documents;
b) contravene any contractual restriction, law or governmental
regulation or court decree or order binding on or affecting the
Borrower; or
c) result in, or require the creation or imposition of, any Lien on
any of the Borrower's properties.
5.2 Governmental Approval, Regulation, etc. No authorization or approval or
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other action by, and no notice to or filing with, any governmental authority or
regulatory body or other Person is required for the due execution, delivery or
performance by the Borrower of this Amendment.
5.3 Validity, etc. This Amendment constitutes the legal, valid and binding
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obligation of the Borrower enforceable in accordance with its terms, except to
the extent enforceability thereof is limited by bankruptcy, insolvency or other
laws relating to, or affecting enforcement of, creditors' rights in general, and
general principles of equity.
SECTION 6. MISCELLANEOUS.
6.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be an
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amendment to the Credit Agreement, and the Credit Agreement, as amended hereby,
shall remain in full force and effect and is hereby ratified, approved and
confirmed in each and every respect. After the effectiveness of this Amendment
in accordance with its terms, all references to the Credit Agreement in the Loan
Documents or in any other document, instrument, agreement or writing shall be
deemed to refer to the Credit Agreement as amended hereby.
6.2 Payment of Costs and Expenses. The Borrower agrees to pay on demand all
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expenses of the Administrative Agent (including the fees and out-of-pocket
expenses of counsel
-2-
to the Administrative Agent) in connection with the negotiation, preparation,
execution and delivery of this Amendment.
6.3 Severability. Any provision of this Amendment which is prohibited or
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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 Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.
6.4 Headings. The various headings of this Amendment are inserted for
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convenience only and shall not affect the meaning or interpretation of this
Amendment or any provisions hereof.
6.5 Execution in Counterparts. This Amendment may be executed by the
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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.
6.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
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UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
6.7 Successors and Assigns. This Amendment shall be binding upon and shall
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inure to the benefit of the parties hereto and their respective successors and
assigns.
[SIGNATURES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
APW LTD.
By: /s/
---------------------------------
Name:
Title:
BANK OF AMERICA, N.A., as
Administrative Agent and as a Bank
By: /s/
---------------------------------
Name:
Title:
BNP PARIBAS
By: /s/
---------------------------------
Name:
Title:
By: /s/
---------------------------------
Name:
Title:
COPPER BEECH HOLDINGS, LLC
By: /s/
---------------------------------
Name:
Title:
Sixth Amendment to Amended and Restated
Multicurrency Credit Agreement
CREDIT LYONNAIS CHICAGO BRANCH
By: /s/
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Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/
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Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/
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Name:
Title:
JPMORGAN CHASE BANK, as
Documentation Agent and a Bank
By: /s/
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Name:
Title:
M&I XXXXXXXX & XXXXXX BANK
By: /s/
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Name:
Title:
By: /s/
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Name:
Title:
Sixth Amendment to Amended and Restated
Multicurrency Credit Agreement
OCM PRINCIPAL OPPORTUNITIES FUND
II, L.P. by Oaktree Capital Mangement, LLC,
its General Partner
By: /s/
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Name:
Title:
OCM OPPORTUNITIES FUND III, L.P. by
Oaktree Capital Mangement, LLC, its
General Partner
By: /s/
----------------------------------
Name:
Title:
GRAND STREET HOLDINGS, 2 LLC by
Oaktree Capital Mangement, LLC, its General
Partner
By: /s/
----------------------------------
Name:
Title:
GRAND STREET HOLDINGS, 6 LLC by
Oaktree Capital Mangement, LLC, its General
Partner
By: /s/
----------------------------------
Name:
Title
Sixth Amendment to Amended and Restated
Multicurrency Credit Agreement
GRAND STREET HOLDINGS, 8 LLC by
Oaktree Capital Mangement, LLC, its General
Partner
By: /s/
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Name:
Title:
PERRY PRINCIPALS, L.L.C.
By: /s/
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Name:
Title:
ROYAL BANK OF SCOTLAND, PLC
By: /s/
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Name:
Title:
SOCIETE GENERALE
By: /s/
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Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By: /s/
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Name:
Title:
Sixth Amendment to Amended and Restated
Multicurrency Credit Agreement
XXXXXXX X. XXXXX & SONS SPECIAL
SITUATIONS PARTNERS II, L.P.
By: /s/
--------------------------------
Name:
Title:
Sixth Amendment to Amended and Restated
Multicurrency Credit Agreement
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: /s/
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Name:
Title:
GSC RECOVERY IIA, L.P.
By: GSC Recovery IIA GP, L.P.,
its general partner
By: GSC RIIA,LLC,
its general partner
By: GSCP (NJ) Holdings, L.P.,
its sole member
By: GSCP (NJ), Inc.,
its general partner
By: /s/
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Name:
Title:
Sixth Amendment to Amended and Restated
Multicurrency Credit Agreement
AGREEMENT AND CONSENT
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The undersigned Guarantors hereby agree and consent, as of the date and
year first above written, to the terms and provisions of the Sixth Amendment to
the Amended and Restated Multicurrency Credit Agreement and to the terms and
provisions of the Amendment Agreement amending the UK Facility, dated April ___,
2002, 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 the foregoing Sixth Amendment to Credit
Agreement and the Amendment Agreement amending the UK Facility.
AIR CARGO EQUIPMENT (UK) LIMITED
By: /s/
--------------------------------
Name:
Title:
APPLIED POWER LIMITED
By: /s/
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Name:
Title:
APW CASES EUROPE LTD.
By: /s/
--------------------------------
Name:
Title:
APW DO BRASIL, LTDA.
By: /s/
--------------------------------
Name:
Title:
APW ELECTRONICS GROUP PLC
By: /s/
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Name:
Title:
APW ELECTRONICS GMBH
By: /s/
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Name:
Title:
APW ELECTRONICS LIMITED
By: /s/
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Name:
Title:
APW ELECTRONICS OVERSEAS
INVESTMENTS LIMITED
By: /s/
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Name:
Title:
APW ENCLOSURE PRODUCTS AND
SYSTEMS LIMITED
By: /s/
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Name:
Title:
APW ENCLOSURE SYSTEMS (UK)
LIMITED
By: /s/
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Name:
Title:
APW ENCLOSURE SYSTEMS HOLDING,
INC.
By: /s/
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Name:
Title:
APW ENCLOSURE SYSTEMS HOLDINGS, LTD.
By: /s/
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Name:
Title:
APW ENCLOSURES SYSTEMS, LP by
APW Enclosure Systems Holding, Inc., its
General Partner
By: /s/
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Name:
Title:
APW ENCLOSURE SYSTEMS PLC
By: /s/
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Name:
Title:
APW ENCLOSURE SYSTEMS, INC.
By: /s/
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Name:
Title:
APW ENCLOSURES (DUBLIN) LIMITED
By: /s/
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Name:
Title:
APW ENCLOSURES LIMITED
By: /s/
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Name:
Title:
APW FINANCE LIMITED
By: /s/
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Name:
Title:
APW GALWAY LIMITED
By: /s/
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Name:
Title:
APW HOLDING B.V.
By: /s/
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Name:
Title:
APW HOLDINGS (EUROPE) LTD.
By: /s/
---------------------------------
Name:
Title:
APW HOLDINGS (UK) LTD.
By: /s/
---------------------------------
Name:
Title:
APW INVESTMENTS UK LIMITED
By: /s/
---------------------------------
Name:
Title:
APW MAYVILLE LLC
By: /s/
---------------------------------
Name:
Title:
APW MAYVILLE LTD
By: /s/
---------------------------------
Name:
Title:
APW NETHERLANDS B.V.
By: /s/
---------------------------------
Name:
Title:
APW NEW FOREST LIMITED
By: /s/
---------------------------------
Name:
Title:
APW NORTH AMERICA, INC.
By: /s/
---------------------------------
Name:
Title:
APW POWER SUPPLIES AS
By: /s/
---------------------------------
Name:
Title:
APW POWER SUPPLIES LTD.
By: /s/
---------------------------------
Name:
Title:
APW PRODUCTS AND SYSTEMS B.V.
By: /s/
---------------------------------
Name:
Title:
APW XXXXXX LINE LLC
By: /s/
---------------------------------
Name:
Title:
APW-ERIE, INC.
By: /s/
---------------------------------
Name:
Title:
ASPEN MOTION TECHNOLOGIES INC.
By: /s/
---------------------------------
Name:
Title:
BEELEY WOOD HOLDINGS LTD
By: /s/
---------------------------------
Name:
Title:
C FAB DEVELOPMENT LTD.
By: /s/
---------------------------------
Name:
Title:
CAMBRIDGE AEROFLO, INC.
By: /s/
---------------------------------
Name:
Title:
CIPRESMAD-CONSULTORES E
SERVICOS, LTD.
By: /s/
---------------------------------
Name:
Title:
CIPRESMAD HUNGARY GROUP
FINANCING LLC
By: /s/
----------------------------------
Name:
Title:
XXXX INDUSTRIES INC.
By: /s/
----------------------------------
Name:
Title:
ELECTRONIC SOLUTIONS
By: /s/
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Name:
Title:
ELECTRONICS PACKAGING LTD
By: /s/
----------------------------------
Name:
Title:
HIGH SPEED PRODUCTION (HOLDINGS) LTD
By: /s/
----------------------------------
Name:
Title:
XXXXXXXX ELECTRONICS LIMITED
By: /s/
----------------------------------
Name:
Title:
XXXXXXXX SECURITY SYSTEMS LTD.
By: /s/
-----------------------------------
Name:
Title:
HSP SHEFFIELD LTD
By: /s/
-----------------------------------
Name:
Title:
HSP STRATHCLYDE LTD
By: /s/
-----------------------------------
Name:
Title:
XXXXX-BEDCO LTD
By: /s/
-----------------------------------
Name:
Title:
XXXXX-BEDCO SPECIAL PRODUCTS LTD
By: /s/
-----------------------------------
Name:
Title:
XXXXX-BEDCO STANDARD PRODUCTS LTD
By: /s/
-----------------------------------
Name:
Title:
INNOVATIVE METAL FABRICATION,
INC.
By: /s/
---------------------------------------
Name:
Title:
J XXXXXXX MANUFACTURING
(IRELAND) LTD.
By: /s/
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Name:
Title:
XXXXXX MIDWEST CORPORATION
By: /s/
---------------------------------------
Name:
Title:
XXXXXX WEST INC.
By: /s/
---------------------------------------
Name:
Title:
METAL ARTS MANUFACTURING, INC.
By: /s/
---------------------------------------
Name:
Title:
PRECISION FABRICATION
TECHNOLOGIES INC.
By: /s/
-----------------------------------
Name:
Title:
RUBICON FINANCE LIMITED
By: /s/
-----------------------------------
Name:
Title:
TOWERFLAME LIMITED
By: /s/
-----------------------------------
Name:
Title:
VERO CIRCUITBOARDS LTD
By: /s/
-----------------------------------
Name:
Title:
VERO CONNECTORS LTD
By: /s/
-----------------------------------
Name:
Title:
VERO ELECTRONICS (EXPORTS) LTD
By: /s/
-----------------------------------
Name:
Title:
VERO ELECTRONICS, INC.
By: /s/
---------------------------------
Name:
Title:
XXXXXX LINE EUROPE B.V.
By: /s/
---------------------------------
Name:
Title:
XXXXXX LINE LIMITED
By: /s/
---------------------------------
Name:
Title:
ZERO-EAST DIVISION, ZERO
CORPORATION
By: /s/
---------------------------------
Name:
Title:
EAST ANGLIAN METAL MERCHANTS
LTD.
By: /s/
---------------------------------
Name:
Title:
HIGH SPEED PRODUCTION (SCOTLAND)
LTD.
By: /s/
---------------------------------
Name:
Title:
INSTANT FINISHERS LTD.
By: /s/
---------------------------------
Name:
Title:
MALCOE ENCLOSURES LTD.
By: /s/
---------------------------------
Name:
Title:
MALCOE SECURITY PRODUCTS LTD.
By: /s/
---------------------------------
Name:
Title:
MALCOE TELECOMMUNICATIONS LTD.
By: /s/
---------------------------------
Name:
Title:
XXXXXXX EUROPE LTD.
By: /s/
---------------------------------
Name:
Title:
XXXXXXX EUROPE (TWO) LTD.
By: /s/
---------------------------------
Name:
Title:
