Exhibit 4.5
REAFFIRMATION
OF LOAN DOCUMENTS
as of May 15, 2001
Bank of America, N.A., as Administrative Agent
231 South LaSalle Street
Chicago, Illinois 60697
Re: Reaffirmation of Loan Documents
Ladies and Gentlemen:
Please refer to:
1. The Security Agreement dated as of March 30, 2001, as amended (the
"Security Agreement"), among APW, Ltd. (the "Borrower"), APW NORTH AMERICA, INC.
("APW-NA"), APW HOLDING DENMARK APS ("APW-Denmark"), the other person or
entities which are listed on the signature pages thereto as debtors or which
from time to time become parties thereto as debtors, and BANK OF AMERICA, N.A.,
as Administrative Agent (the "Administrative Agent");
2. The Pledge Agreement, dated as of March 30, 2001, as amended (the
"Pledge Agreement") among the Borrower, APW-NA, APW-Denmark, the other persons
or entities which are listed on the signature pages thereto as debtors or which
from time to time become parties thereto as debtors and the Administrative
Agent;
3. The Assignment of Security Interest in United States Trademarks and
Patents, dated as of April 12, 2001, (the "Patent and Trademark Security
Agreement") among the Borrower, APW NORTH AMERICA, INC., the other person or
entities which are listed on the signature pages thereto as debtors or which
from time to time become parties thereto as debtors and the Administrative
Agent.
4. The following Guaranties (the "Guaranties"):
(a) Guaranty of the Borrower, entered into as of July 31, 2000, in
favor of Administrative Agent;
(b) Guaranty of APW-NA, entered into as of July 31, 2000 in favor of
Administrative Agent;
(c) Guaranty of Eder Industries Inc. entered into as of July 31, 2000,
in favor of Administrative Agent;
(d) Guaranty of APW Wright Line LLC entered into as of July 31, 2000,
in favor of Administrative Agent;
(e) Guaranty of APW Enclosures (Dublin) Limited, entered into as of
July 31, 2000, in favor of Administrative Agent;
(f) Guaranty of Hoermann Security Systems Ltd, entered into as of July
31, 2000, in favor of Administrative Agent;
(g) Guaranty of Applied Power Ltd., entered into as of July 31, 2000,
in favor of Administrative Agent;
(h) Guaranty of APW Electronics Ltd., entered into as of July 31,
2000, in favor of Administrative Agent;
(i) Guaranty of APW Electronics Investments Overseas Ltd., entered
into as of July 31, 2000, in favor of Administrative Agent;
(j) Guaranty of Wright Line Ltd., entered into as of July 31, 2000, in
favor of Administrative Agent;
(k) Guaranty of VERO Electronics, Inc., entered into as of July 31,
2000, in favor of Administrative Agent;
(l) Guaranty of APW Enclosure Systems Holdings Ltd., entered into as
of July 31, 2000, in favor of Administrative Agent;
(m) Guaranty of APW Enclosure Systems (UK) Ltd., entered into as of
July 31, 2000, in favor of Administrative Agent;
(n) Guaranty of APW Galway Limited, entered into as of July 31, 2000,
in favor of Administrative Agent;
(o) Guaranty of Cambridge Aeroflo, Inc., entered into as of July 31,
2000, in favor of Administrative Agent;
(p) Guaranty of Electronic Solutions, entered into as of July 31,
2000, in favor of Administrative Agent;
(q) Guaranty of McLean West Inc., entered into as of July 31, 2000, in
favor of Administrative Agent;
(r) Guaranty of McLean Midwest Corporation, entered into as of July
31, 2000, in favor of Administrative Agent;
(s) Guaranty of Zero-East Division, Zero Corporation, entered into as
of July 31, 2000, in favor of Administrative Agent;
(t) Guaranty of APW Enclosure Systems, Inc., entered into as of July
31, 2000, in favor of Administrative Agent;
(u) Guaranty of Innovative Metal Fabrication, Inc., entered into as of
July 31, 2000, in favor of Administrative Agent;
(v) Guaranty of Precision Fabrication Technologies Inc., entered into
as of July 31, 2000, in favor of Administrative Agent;
(w) Guaranty of Metalade of Pennsylvania, Inc., entered into as of
July 31, 2000, in favor of Administrative Agent;
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(x) Guaranty of APW Enclosure Systems Holding, Inc., entered into as
of July 31, 2000, in favor of Administrative Agent;
(y) Guaranty of APW Enclosure Systems, LP, entered into as of July 31,
2000, in favor of Administrative Agent;
(z) Guaranty of Rubicon USA, Inc., entered into as of July 31, 2000,
in favor of Administrative Agent;
(aa) Guaranty of Aspen Motion Technologies Inc., entered into as of
July 31, 2000, in favor of Administrative Agent; and
(bb) Guaranty of HSP USA Inc., entered into as of July 31, 2000, in
favor of Administrative Agent.
The Security Agreement, the Pledge Agreement, the Patent and Trademark
Security Agreement and the Guaranties, in each case as heretofore amended, are
collectively referred to herein as the "Loan Documents". Capitalized terms not
otherwise defined herein will have the meanings given in the Credit Agreement
referred to below.
Each of the undersigned acknowledges that the Borrower, various financial
institutions listed on the signature pages thereof (together with their
respective successors and assigns), BANK ONE, NA, as Syndication Agent, THE
CHASE MANHATTAN BANK, as Documentation Agent and the Administrative Agent, have
executed the Amended and Restated Multicurrency Credit Agreement, dated as of
May 15, 2001 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement").
Each of the undersigned hereby confirms that each Loan Document to which
such undersigned is a party remains in full force and effect after giving effect
to the effectiveness of the Credit Agreement and that, upon such effectiveness,
all references in such Loan Document to the "Credit Agreement" shall be
references to the Credit Agreement as amended and restated.
The letter agreement may be signed in counterparts and by the various
parties as herein on separate counterparts. This letter agreement shall be
governed by the laws of the State of Illinois applicable to contracts made and
to be performed entirely within such State.
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Delivered in Chicago, Illinois as of the day and year first above written.
APW LTD.
By:_____________________________
Name:
Title:
APW NORTH AMERICA INC.
By:_____________________________
Name:
Title:
APW HOLDING DENMARK APS
By:_____________________________
Name:
Title:
APPLIED POWER LTD.
APW ELECTRONICS INVESTMENTS OVERSEAS LTD.
APW ELECTRONICS LTD.
APW ENCLOSURE SYSTEMS HOLDINGS LTD.
APW ENCLOSURE SYSTEMS (UK) LTD.
WRIGHT LINE LTD.
By:_____________________________
Name:
Title:
APW ENCLOSURES (DUBLIN) LIMITED
By:_____________________________
Name:
Title:
APW GALWAY LIMITED
By:_____________________________
Name:
Title:
HOERMANN SECURITY SYSTEMS LTD.
By:_____________________________
Name:
Title:
APW ENCLOSURE SYSTEMS, INC.
APW ENCLOSURE SYSTEMS HOLDING, INC.
APW WRIGHT LINE LLC
ASPEN MOTION TECHNOLOGIES INC.
EDER INDUSTRIES INC.
CAMBRIDGE AEROFLO, INC.
ELECTRONIC SOLUTIONS
HSP USA INC.
INNOVATIVE METAL FABRICATION, INC.
MCLEAN WEST INC.
MCLEAN MIDWEST CORPORATION
METALADE OF PENNSYLVANIA, INC.
PRECISION FABRICATION TECHNOLOGIES INC.
RUBICON USA, INC.
VERO ELECTRONICS, INC.
ZERO-EAST DIVISION, ZERO CORPORATION
By:_____________________________
Name:
Title:
APW ENCLOSURE SYSTEMS, LP
By:_____________________________
Name:
Title:
Agreed to and Acknowledged by
BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent
By:_____________________________
Name:___________________________
Title:__________________________