Exhibit 4.13
AMENDMENT TO PLEDGE AGREEMENT
AMENDMENT (this "Amendment"), dated as of May 15, 2001 (the "Effective
Date"), to the PLEDGE AGREEMENT, dated as of March 30, 2001 (the "Pledge
Agreement"), among APW, Ltd. (the "Borrower"), APW NORTH AMERICA, INC., RUBICON
USA 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
(collectively, including the Borrower, APW-North America, Inc., Rubicon USA,
Inc., the "Debtors") and BANK OF AMERICA, N.A., as Administrative Agent (the
"Administrative Agent").
Each capitalized term that is used, but not defined, herein shall have the
meaning specified in the Pledge Agreement.
WHEREAS, the Debtors and the Administrative Agent wish to amend the
definition of the term "Liabilities" and add the definition of "Swap Contract"
to the Pledge Agreement;
WHEREAS, the Debtors and the Administrative Agent wish to amend the certain
provisions of the Pledge Agreement;
WHEREAS, such amendment may be effected from time to time pursuant to
section 7 by all of the parties thereto by written agreement by such parties;
NOW, THEREFORE, the Debtors and the Administrative Agent hereby agree as
follows:
1. Amendment
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(a) As of the Effective Date, the definition of "Liabilities" is hereby
deleted and is hereby amended and restated in its entirety to read as follows:
"Liabilities" means with respect to the Parent and any of its
Subsidiaries parties hereto, all Obligations (monetary or otherwise) of such
Debtor under the Credit Agreement, any Note, any Guaranty, any other Loan
Document or any other document or instrument executed in connection therewith,
and any Swap Contract entered into with Bank of America, N.A., First Union
Securities, or Fleet National Bank existing on or before May 15, 2001, in each
case howsoever created, arising or evidenced, whether direct or indirect,
absolute or contingent, now or hereafter existing, or due or to become due;
(b) As of the Effective Date, the definition of "Swap Contract" is hereby
added to read as follows:
"Swap Contract" means any agreement, including any amended version thereof,
whether or not in writing, relating to any transaction that is a rate swap,
basis swap, forward rate transaction, commodity swap, commodity option, equity
or equity index swap or option, bond, note or bill option, interest rate option,
forward foreign exchange transaction, cap, collar or floor transaction, currency
swap, cross-currency rate swap, swaption, currency option or any other, similar
transaction (including any option to enter into any of the foregoing) or any
combination of the foregoing, and, unless the context otherwise clearly
requires, any master agreement relating to or governing any or all of the
foregoing;
(c) As of the Effective Date, the Pledge Agreement shall be amended to the
extent, but only to the extent, necessary to provide that the Administrative
Agent shall hold all Collateral for the benefit of the Banks, Royal Bank of
Scotland PLC and National Westminster Bank , PLC subject to that certain
Intercreditor Agreement, dated as of May 15, 2001, (the "Intercreditor
Agreement") among the Administrative Agent, Bank of America National Association
as Security Trustee in the United Kingdom under the Debenture, dated as of May
15, 2001 among the companies set forth on Schedule I attached thereto and the
Bank of America, N.A. as Security Trustee, the various financial institutions
party thereto, Royal Bank of Scotland, PLC, as agent for itself and National
Westminster Bank, PLC ("National Westminster"), Royal Bank of Scotland, PLC as
Security Trustee under the Debenture, dated as of May 15, 2001 among the
companies set forth on Schedule I attached thereto, and Royal Bank of Scotland,
PLC and National Westminster, it being understood that the liens provided for
under the Intercreditor Agreement shall be permitted liens under the Pledge
Agreement. Notwithstanding the foregoing, the Administrative Agent shall retain
all rights and powers granted to it under the Pledge Agreement.
2. No Further Amendments. Except as amended hereby, the Pledge Agreement
shall remain unmodified and in full force and effect.
3. Governing Law. This Amendment and the Pledge Agreement, as amended
hereby, shall be construed in accordance with the laws of the State of Illinois,
without reference to its conflict-of-laws provisions; and the obligations,
rights and remedies of the parties hereunder and thereunder shall be determined
in accordance with such laws.
4. Counterparts. This Amendment may be executed in counterparts, all of
which, together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective duly authorized officers.
DEBTORS:
APW LTD.
By: /s/ James Maxwell
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Name: James Maxwell
Title: Asst. Treasurer
APW NORTH AMERICA, INC.
By: /s/ James Maxwell
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Name: James Maxwell
Title: Treasurer
RUBICON USA INC.
By: /s/ James Maxwell
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Name: James Maxwell
Title: Treasurer
ADMINISTRATIVE AGENT:
BANK OF AMERICA, NATIONAL ASSOCIATION, as
Administrative Agent
By: /s/ Margaret H. Claggett
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Name: Margaret H. Claggett
Title: Managing Director