Exhibit 4.1
SECOND AMENDMENT TO AMENDED AND
-------------------------------
RESTATED MULTICURRENCY CREDIT AGREEMENT
---------------------------------------
THIS SECOND AMENDMENT TO AMENDED AND RESTATED MULTICURRENCY CREDIT
AGREEMENT, dated as of December 13, 2001 (this "Amendment"), amends the Amended
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and Restated Multicurrency Credit Agreement, dated as of May 15, 2001 (as
heretofore amended, the "Credit Agreement"), among APW Ltd., a Bermuda
----------------
corporation (the "Borrower"), the various financial institutions parties thereto
--------
(collectively, the "Banks"), Bank One, NA, as syndication agent, The Chase
-----
Manhattan Bank, as 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. AMENDMENTS. Effective as of the date hereof, the Credit
Agreement shall be amended in accordance with Sections 1.1 through 1.11 below.
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1.1 Interest Payment Date. The definition of "Interest Payment Date" in
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Section 1.1 of the Credit Agreement is hereby amended to state in its entirety
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as follows:
"Interest Payment Date" means, as to any Committed Loan, the last
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Business Day of each month.
1.2 Scheduled Mandatory Reductions. Section 2.8(a) of the Credit Agreement
------------------------------ --------------
is hereby amended to state in its entirety as follows:
"(a) "Scheduled Mandatory Reductions. The Borrower shall reduce the
------------------------------
Commitments by $20,000,000 on August 31, 2002; an additional $15,000,000 on
February 28, 2003; and an additional $15,000,000 on May 31, 2003."
1.3 Net Proceeds of Disposition of Assets. Section 2.8(b)(iii) of the
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Credit Agreement is hereby amended to state in its entirety as follows:
"(iii) Net Proceeds of Disposition of Assets. Upon the
-------------------------------------
disposition of any assets of the Borrower or any of its Subsidiaries,
except sales of inventory in the ordinary course of business, the
sales of receivables pursuant to the Securitization and dispositions
less than $1,000,000 per disposition, but subject to a $10,000,000
aggregate limit during the term of this Agreement, the Combined
Commitments shall be reduced, in the manner set forth in the UK/US
Intercreditor
Agreement by an aggregate amount equal to the Net Proceeds raised by
such disposition; provided, however, that in the case of the
disposition of the Specified Business Unit, the Combined Commitments
shall not be reduced. Availability under the Commitments shall be
temporarily restricted by a proportionate share (equal to the "Pro
Rata Share" as defined in the UK/US Intercreditor Agreement) of the
estimated tax component of any disposition until the earlier of nine
months or the payment of the Taxes incurred as a direct result of the
disposition. If the Taxes on the disposition are not paid within nine
months of the disposition, the Commitments shall be additionally
reduced by a share of the estimated tax component of the Net Proceeds
from such disposition as required under the UK/US Intercreditor
Agreement. If the actual cash Taxes on any disposition are less than
the estimated tax component of Net Proceeds, the Commitments shall be
reduced by said share of the excess of the estimated tax component
less the actual Taxes."
1.4 Fees. Section 2.13(b) of the Credit Agreement shall be amended to
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state in its entirety as follows:
"(b) Non-Use Fees. The Borrower shall pay to the Administrative
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Agent for the account of each Bank a non-use fee payable on the daily
unused portion of such Bank's Commitment, computed on a monthly basis
payable in arrears on the last Business Day of each month commencing
December 31, 2001 and on the Termination Date based upon the daily
utilization for that quarter as calculated by the Administrative
Agent, equal to the Applicable Non-Use Fee Rate. For purposes of
calculating the non-use fee, Letter of Credit Usage shall be deemed
usage of the Commitments and Swing Line Loans shall not be deemed
usage of the Commitments. The non-use fees provided in this Section
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2.13(b) shall accrue at all times, including at any time during which
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one or more conditions in Article V are not met.
1.5 Audit Report. Section 7.1(a) of the Credit Agreement is hereby amended
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to state in its entirety as follows:
"(a) Audit Report. Promptly when available and in any event
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within 90 days after the close of each Fiscal Year (except not later
than December 17, 2001 with respect to the year ending August 31,
2001), (i) a copy of the annual audit report of the Borrower and its
Subsidiaries for such Fiscal Year, including therein consolidated
balance sheets of the Borrower and its Subsidiaries as of the end of
such Fiscal Year and consolidated statements of earnings and cash flow
of the Borrower and its Subsidiaries for such Fiscal Year certified,
without qualification as to going concern or scope, by independent
auditors of recognized national standing selected by the Borrower and
reasonably acceptable to the Required Banks, and (ii) an unaudited
consolidating balance sheet and statements of earnings of such Fiscal
Year."
-2-
1.6 Quarterly Financial Covenants. Schedules 7.6(a)(i), 7.6(a)(ii),
----------------------------- ------------------- ----------
7.6(a)(iii), 7.6(a)(iv) and 7.6(a)(v) to the Credit Agreement shall be restated
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in their entirety to state as set forth in Schedules 7.6(a)(i), 7.6(a)(ii),
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7.6(a)(iii), 7.6(a)(iv) and 7.6(v) hereto respectively.
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1.7 Monthly Financial Covenant. Schedule 7.6(b) to the Credit Agreement
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shall be restated in its entirety as set forth in Schedule 7.6(b) hereto.
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1.8 Restricted Payments. Section 7.23 of the Credit Agreement is hereby
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amended to state in its entirety as follows:
"7.23 Restricted Payments. The Borrower shall not, and shall not
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suffer or permit any Subsidiary to, declare or make any dividend payment or
other distribution of assets, properties, cash, rights, obligations or
securities on account of any shares of any class of its capital stock, or
purchase, redeem or otherwise acquire for value any shares of its capital
stock or any warrants, rights or options to acquire such shares, now or
hereafter outstanding; except that:
(a) the Borrower and its Subsidiaries may declare and make
dividend payments or other distributions payable solely in its common
stock;
(b) the Borrower may purchase, redeem or otherwise acquire
shares of its common stock or warrants or options to acquire any such
shares with the proceeds received from the substantially concurrent
issue of new shares of its common stock;
(c) the Subsidiaries of the Borrower may pay dividends to the
Borrower and its Subsidiaries; and
(d) dividends of $42,000 semiannually may be paid on the
preferred stock of McLean Midwest Corporation and any such dividends
paid prior to the effectiveness of this clause (d) are hereby
consented to by the Banks."
1.9 Amendment Fee. The Borrower agrees to pay an amendment fee to each
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Bank executing and delivering this Amendment prior to 4:00 p.m., (Central time),
on December 13, 2001 of 10 basis points on its Commitment. Such fee shall be
payable at the earlier of January 17, 2002 or the sale of the Specified Business
Unit.
1.10 Information. The Borrower reaffirms its obligation to deliver
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information as required under Section 7.1(o) of the Credit Agreement.
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1.11 Business Plan. The Borrower hereby reaffirms its obligation to deliver
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to the Administrative Agent and each Bank on or before April 30, 2002 a business
plan for the 2003 Fiscal Year and to agree on or before July 31, 2002 to
financial covenants for the 2003 Fiscal Year satisfactory to the Required Banks.
-3-
SECTION 2. 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 Lenders.
2.1 Receipt of Documents. The Administrative Agent shall have received all
--------------------
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
---------
Administrative Agent and the Required Lenders (except that execution by all the
Lenders shall be required for the effectiveness of Section 1.2 hereof).
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(b) Consents. Consents of all Guarantors hereto.
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(c) UK Facility. Amendments to the UK Facility in form satisfactory
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to the Administrative Agent consistent herewith.
(d) Securitization. An amendment to the Securitization in form
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satisfactory to the Administrative Agent consistent herewith.
(e) Amendment to Warrant Agreement. An amendment to the Warrant and
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Registration Rights Agreement previously issued in connection with the Credit
Agreement, in the form attached as Exhibit A.
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(f) First Tranche Warrant. An amendment to the First Tranche Warrant
---------------------
Certificate, in the form attached as Exhibit B.
(g) Second Tranche Warrant. A Second Tranche Warrant Certificate, in
----------------------
the form attached as Exhibit C.
(h) Opinions. Opinions of U.S. counsel and Bermuda counsel to the
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Borrower in form satisfactory to the Administrative Agent.
2.2 Fees. The Borrower shall have paid:
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(a) Administrative Agent's Fee. A fee to the Administrative Agent for
--------------------------
its own account in the amount agreed to between the Borrower and the
Administrative Agent.
(b) Expenses. All accrued and unpaid fees, costs and expenses to the
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extent then due and payable, together with Attorney Costs of Bank of America to
the extent invoiced, and fees and expenses of the Administrative Agent's
Consultant including such additional amounts as shall be necessary to ensure any
such costs, fees and expenses arising under or referenced in Sections 2.13 and
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10.5 of the Credit Agreement plus $150,000 to the Administrative Agent's
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Consultant and $150,000 to Mayer, Brown & Platt on retainer for further fees and
expenses.
-4-
SECTION 3. 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 and the other Loan Documents, and the Borrower
additionally represents and warrants to the Administrative Agent and each Bank
as follows:
3.1 Due Authorization, Non-Contravention, etc. The execution, delivery and
-----------------------------------------
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.
3.2 Governmental Approval, Regulation, etc. No authorization or approval
--------------------------------------
or 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.
3.3 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 4. MISCELLANEOUS.
4.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be an
-----------------------------
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.
4.2 Payment of Costs and Expenses. The Borrower agrees to pay on demand
-----------------------------
all expenses of the Administrative Agent (including the fees and out-of-pocket
expenses of counsel to the Administrative Agent) in connection with the
negotiation, preparation, execution and delivery of this Amendment.
4.3 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.
-5-
4.4 Headings. The various headings of this Amendment are inserted for
--------
convenience only and shall not affect the meaning or interpretation of this
Amendment or any provisions hereof.
4.5 Execution in Counterparts. This Amendment may be executed by the
-------------------------
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.
4.6 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.
4.7 Successors and Assigns. This Amendment shall be binding upon and shall
----------------------
inure to the benefit of the parties hereto and their respective successors and
assigns.
-6-
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/ Richard D. Carroll
------------------------------------
Name: Richard D. Carroll
Title: Vice President and
Chief Financial Officer
BANK OF AMERICA, N.A.
as Administrative Agent and as a Bank
By: /s/ M. Duncan McDuffie
------------------------------------
Name: M. Duncan McDuffie
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By: /s/ Shinichiro Monechika
------------------------------------
Name: Shinichiro Monechika
Title: Deputy General Manager
BANK ONE, NA (Main Office Chicago) as
Syndication Agent and as a Bank
By: /s/ Thomas T. Bower
------------------------------------
Name: Thomas T. Bower
Title: Senior Vice President
BNP PARIBAS
By: /s/ Duane P. Helkowski
------------------------------------
Name: Duane P. Helkowski
Title: Director
By: /s/ Kathryn B. Quinn
------------------------------------
Name: Kathryn B. Quinn
Title: Vice President
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Richard Teitelbaum
------------------------------------
Name: Richard Teitelbaum
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Nobuyasu Fukatsu
------------------------------------
Name: Nobuyasu Fukatsu
Title: General Manager
FIRST UNION NATIONAL BANK
By: /s/ William W. Teegarden
------------------------------------
Name: William W. Teegarden
Title: Senior Vice President
THE FUJI BANK, LIMITED
By: /s/ John D. Doyle
------------------------------------
Name: John D. Doyle
Title: Vice President
JPMORGAN CHASE BANK, as Documentation
Agent and a Bank
By: /s/ Michael Lancia
------------------------------------
Name: Michael Lancia
Title: Vice President
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
M&I MARSHALL & ILSLEY BANK
By: /s/ Michael Vellon
------------------------------------
Name: Michael Vellon
Title: Vice President
By: /s/ Thomas R. Johnson
------------------------------------
Name: Thomas R. Johnson
Title: Senior Vice President
THE MITSUBISHI TRUST & BANKING
CORPORATION
By: /s/ Thomas A. Pennington
------------------------------------
Name: Thomas A. Pennington
Title: Executive Vice President
OCM PRINCIPAL OPPORTUNITIES FUND II,
L.P.
By: Oaktree Capital Management, LLC,
its General Partner
By: /s/ Christopher S. Brothers
------------------------------------
Name: Christopher S. Brothers
Title: Managing Director
By: /s/ [Illegible in Original]
------------------------------------
OCM OPPORTUNITIES FUND III, L.P.
By: Oaktree Capital Management, LLC,
its General Partner
By: /s/ John Frank
------------------------------------
Name: John Frank
Title: General Counsel
By: /s/ [Illegible in Original
------------------------------------
ROYAL BANK OF SCOTLAND, PLC
By: /s/ Ian Roberts
------------------------------------
Name: Ian Roberts
Title: Manager, Specialized Lending
Services
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
SOCIETE GENERALE
By: /s/ Eric E.O. Siebert Jr.
--------------------------------
Name: Eric E.O. Siebert Jr.
Title: Director
SUMITOMO MITSUI BANKING
CORPORATION
By: /s/ David A. Buck
--------------------------------
Name: David A. Buck
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Greg Wilson
--------------------------------
Name: Greg Wilson
Title: A.V.P.
WILLIAM E. SIMON & SONS SPECIAL
SITUATIONS PARTNERS II, L.P.
By: /s/ Dale Leshaw
--------------------------------
Name: Dale Leshaw
Title: Principal
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
AGREEMENT AND CONSENT
---------------------
The undersigned Guarantors hereby agree and consent, as of the date and
year first above written, to the terms and provisions of the foregoing Second
Amendment to Credit Agreement, and agree that the Loan Documents executed by the
undersigned Guarantors shall remain in full force and effect notwithstanding the
provisions of the foregoing Second Amendment to Credit Agreement.
APW NORTH AMERICA, INC.
By: /s/ James Maxwell
-------------------------------
Name: James Maxwell
Title: Treasurer
APW ENCLOSURE SYSTEMS, INC.
APW ENCLOSURE SYSTEMS HOLDING, INC.
APW WRIGHT LINE LLC
APW-ERIE, INC.
ASPEN MOTION TECHNOLOGIES INC.
CAMBRIDGE AEROFLO, INC.
EDER INDUSTRIES INC.
ELECTRONIC SOLUTIONS
INNOVATIVE METAL FABRICATION, INC.
MCLEN WEST INC.
MCLEAN MIDWEST CORPORATION
METAL ARTS MANUFACTURING, INC.
PRECISION FABRICATION TECHNOLOGIES INC.
VERO ELECTRONICS, INC.
ZERO-EAST DIVISION, ZERO CORPORATION
By: /s/ James Maxwell
-------------------------------
Name: JAMES MAXWELL
Title: TREASURER, ASSISTANT TREASURER, or CFO, as
applicable
APW ENCLOSURES SYSTEMS, LP by APW ENCLOSURE
SYSTEMS HOLDING, INC., its General Partner
By: /s/ James Maxwell
-------------------------------
Name: James Maxwell
Title: Treasurer
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
APPLIED POWER LIMITED
APW ELECTRONICS OVERSEAS INVESTMENTS
LIMITED
APW ELECTRONICS LIMITED
APW ENCLOSURE SYSTEMS HOLDINGS LIMITED
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
APW ENCLOSURE SYSTEMS (UK) LIMITED
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
WRIGHT LINE LIMITED
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
APW ENCLOSURES (DUBLIN) LIMITED
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Director
APW GALWAY LIMITED
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Director
HOERMANN SECURITY SYSTEMS LTD.
By:________________________________
Name:
Title:
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
APPLIED POWER LIMITED
APW ELECTRONICS OVERSEAS INVESTMENTS
LIMITED
APW ELECTRONICS LIMITED
APW ENCLOSURE SYSTEMS HOLDINGS LIMITED
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
APW ENCLOSURE SYSTEMS (UK) LIMITED
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
WRIGHT LINE LIMITED
By: /s/ P.L. Harricote
-------------------------------
Name: P.L. Harricote
Title: Director
APW ENCLOSURES (DUBLIN) LIMITED
By:________________________________
Name:
Title:
APW GALWAY LIMITED
By:________________________________
Name:
Title:
HOERMANN SECURITY SYSTEMS LTD.
By: /s/ Richard D. Carroll
-------------------------------
Name: Richard D. Carroll
Title:
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
APW POWER SUPPLIES AS
By: /s/ Richard D. Carroll
-------------------------------
Name: Richard D. Carroll
Title:
APW NEW FOREST LIMITED
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
TOWERFLAME LIMITED
By: /s/ Richard D. Carroll
-------------------------------
Name:
Title:
APW ELECTRONICS GROUP PLC
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
APW ENCLOSURE PRODUCTS AND SYSTEMS LIMITED
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
APW ENCLOSURE SYSTEMS PLC
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
APW POWER SUPPLIES AS
By:________________________________
Name:
Title:
APW NEW FOREST LIMITED
By:________________________________
Name:
Title:
TOWERFLAME LIMITED
By: /s/ David Pumphrey
-------------------------------
Name: David Pumphrey
Title: Company Secretary
APW ELECTRONICS GROUP PLC
By:________________________________
Name:
Title:
APW ENCLOSURE PRODUCTS AND SYSTEMS LIMITED
By:________________________________
Name:
Title:
APW ENCLOSURE SYSTEMS PLC
By:________________________________
Name:
Title:
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
AIR CARGO EQUIPMENT (UK) LIMITED
By: /s/ [illegible in original]
-------------------------------
Name:
Title:
APW ENCLOSURES LIMITED
By: /s/ Richard D. Carroll
-------------------------------
Name: Richard D. Carroll
Title:
HOERMANN ELECTRONICS LIMITED
By: /s/ Richard D. Carroll
-------------------------------
Name: Richard D. Carroll
Title:
WRIGHT LINE EUROPE B.V.
By: /s/ Richard D. Carroll
-------------------------------
Name: Richard D. Carroll
Title:
APW NETHERLANDS B.V.
By: /s/ Richard D. Carroll
-------------------------------
Name: Richard D. Carroll
Title:
APW HOLDING B.V.
By: /s/ Richard D. Carroll
-------------------------------
Name: Richard D. Carroll
Title:
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
AIR CARGO EQUIPMENT (UK) LIMITED
By: /s/ David Pumphrey
-------------------------------
Name: David Pumphrey
Title: Company Secretary
APW ENCLOSURES LIMITED
By:________________________________
Name:
Title:
HOERMANN ELECTRONICS LIMITED
By:________________________________
Name:
Title:
WRIGHT LINE EUROPE B.V.
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Proxy
APW NETHERLANDS B.V.
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Director
APW HOLDING B.V.
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Proxy
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
APW PRODUCTS AND SYSTEMS B.V.
By: /s/ Richard D. Carroll
-------------------------------
Name: Richard D. Carroll
Title:
CIPRESMAD HUNGARY GROUP FINANCING LLC
By: /s/ Howard Lederman
-------------------------------
Name: Howard Lederman
Title:
APW ELECTRONICS GMBH
By: /s/ John Stephenson
-------------------------------
Name: John Stephenson
Title: Geschaftsfuhrer
CIPRESMAD-CONSULTORES E SERVICOS, LTD.
By: /s/ Howard Lederman
-------------------------------
Name: Howard Lederman
Title:
APW FINANCE LIMITED
By: /s/ Jan De Koning
-------------------------------
Name: Jan De Koning
Title: Director
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
APW PRODUCTS AND SYSTEMS B.V.
By: /s/ Jan DeKonig
-------------------------------
Name: Jan DeKonig
Title: Director
CIPRESMAD HUNGARY GROUP FINANCING LLC
By:________________________________
Name:
Title:
APW ELECTRONICS GMBH
By:________________________________
Name:
Title:
CIPRESMAD-CONSULTORES E SERVICOS, LTD.
By:________________________________
Name:
Title:
APW FINANCE LIMITED
By: /s/ [Illegible in original]
-------------------------------
Name:
Title:
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
ZERO MCLEAN EUROPE LTD
By: /s/ Richard D. Carroll
-------------------------------
Name: Richard D. Carroll
Title:
ZERO CASES EUROPE LTD
By: /s/ Richard D. Carroll
-------------------------------
Name: Richard D. Carroll
Title:
MCLEAN EUROPE LTD
By: /s/ Richard D. Carroll
-------------------------------
Name: Richard D. Carroll
Title:
RUBICON FINANCE LIMITED
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
APW HOLDINGS (UK) LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
EAST ANGLIAN METAL MERCHANTS LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
ZERO MCLEAN EUROPE LTD
By:________________________________
Name:
Title:
ZERO CASES EUROPE LTD
By:________________________________
Name:
Title:
MCLEAN EUROPE LTD
By:________________________________
Name:
Title:
RUBICON FINANCE LIMITED
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
APW HOLDINGS (UK) LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
EAST ANGLIAN METAL MERCHANTS LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
ELECTRONICS PACKAGING LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
VERO CONNECTORS LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
VERO ELECTRONICS (EXPORTS) LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
VERO CIRCUITBOARDS LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
IMHOF-BEDCO LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
IMHOF-BEDCO STANDARD PRODUCTS LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
IMHOF-BEDCO SPECIAL PRODUCTS LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
ELECTRONICS PACKAGING LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
VERO CONNECTORS LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
VERO ELECTRONICS (EXPORTS) LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
VERO CIRCUITBOARDS LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
IMHOF-BEDCO LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
IMHOF-BEDCO STANDARD PRODUCTS LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
IMHOF-BEDCO SPECIAL PRODUCTS LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
INSTANT FINISHERS LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
MALCOE ENCLOSURES LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
MALCOE SECURITY PRODUCTS LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
MALCOE TELECOMMUNICATIONS LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
APW HOLDINGS (EUROPE) LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
HIGH SPEED PRODUCTION (HOLDINGS) LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
BEELEY WOOD HOLDINGS LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
INSTANT FINISHERS LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
MALCOE ENCLOSURES LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
MALCOE SECURITY PRODUCTS LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
MALCOE TELECOMMUNICATIONS LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
APW HOLDINGS (EUROPE) LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
HIGH SPEED PRODUCTION (HOLDINGS) LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
BEELEY WOOD HOLDINGS LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
HSP SHEFFIELD LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
HIGH SPEED PRODUCTION (SCOTLAND) LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
HSP STRATHCLYDE LTD
By: /s/ Samantha Kirby
-------------------------------
Name: Samantha Kirby
Title: Company Secretary
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
HSP SHEFFIELD LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
HIGH SPEED PRODUCTION (SCOTLAND) LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
HSP STRATHCLYDE LTD
By: /s/ Todd A. Adams
-------------------------------
Name: Todd A. Adams
Title:
Second Amendment to Amended and Restated
Multicurrency Credit Agreement
SCHEDULE 7.6(a)(i)
------------------
Minimum EBITDARR Q4 2001 Q1 2002 Q2 2002 Q3 2002 Q4 2002
- -----------------
A. Net Income (184,339) (37,654) (28,090) (8,313) (910)
B. Interest 14,621 14,500 14,029 13,578 13,394
C. Taxes (10,347) (12,551) (9,363) (2,771) (303)
D. Depreciation 10,717 10,800 10,800 11,400 11,800
E. Amortization 174,320 7,425 7,325 7,255 7,215
F. Gain on Asset Sale - - - - -
-----------------------------------------------------------------
G. EBITDA 4,972 (17,480) (5,299) 21,149 31,196
H. GAAP Restructuring Expense 4,497 10,325 4,175 - -
I. Non-GAAP Restructuring Expense 8,106 9,755 8,300 3,445 -
-----------------------------------------------------------------
J. EBITDARR, from Company's projections 17,575 2,600 7,176 24,594 31,196
K. Amendment Fees/1/ - (80) - -
----------------------------------------------------
L. EBITDARR 2,600 7,096 24,594 31,196
M. EBITDARR (Cumulative) 2,600 9,696 34,290 65,486
N. Cushion (1,000) (3,000) (5,000) (10,000)
O. Proposed EBITDARR Covenant 1,600 6,696 29,290 55,486
Existing EBITDARR Covenant 13,948 31,040 60,579 97,290
__________________________
/1/ 10 bps on $80 million commitment for A/R loan facility; must be shown as SAE
expense on Income Statement (thereby reducing EBITDARR) due to off-balance sheet
financing of A/R facility
SCHEDULE 7.6(a)(ii)
-------------------
Non-GAAP Restructuring Expenses Q1 2002 Q2 2002 Q3 2002 Q4 2002
- -------------------------------
A. Non-GAAP Restructuring 2,994 2,697 3,445 -
B. Write-off of Assets 6,761 5,603 - -
-------------------------------------------------
C. Total Non-GAAP Restructuring 9,755 8,300 3,445 -
D. Non-GAAP Restructuring (Cumulative) 9,755 18,055 21,500 21,500
E. Cushion 500 500 500 500
F. Proposed Non-GAAP Restructuring Covenant 10,255 18,555 22,000 22,000
Existing Non-GAAP Restructuring Covenant 7,500 11,000 12,500 12,500
SCHEDULE 7.6(a)(iii)
--------------------
GAAP Restructuring Expenses Q1 2002 Q2 2002 Q3 2002 Q4 2002
- ---------------------------
A. GAAP Restructuring 10,325 4,175 - -
B. GAAP Restructuring (Cumulative) 10,325 14,500 14,500 14,500
C. Cushion 500 500 500 500
D. Proposed GAAP Restructuring Covenant 10,825 15,000 15,000 15,000
Existing GAAP Restructuring Covenant 12,500 12,500 12,500 12,500
SCHEDULE 7.6(a)(iv)
-------------------
Minimum Free Cash Flow Q1 2002 Q2 2002 Q3 2002 Q4 2002
- ----------------------
A. Free Cash Flow (from Company's projections) (23,540) (18,341) (3,576) 6,337
B. Specified Business Unit Sale - 24,000 - -
C. Amendment Fees/2/ - (725) - -
------------------------------------------------
D. Free Cash Flow (23,540) 4,934 (3,576) 6,337
E. Cash Flow (Cumulative) (23,540) (18,606) (22,182) (15,845)
F. Cushion (5,000) (6,000) (7,500) (10,000)
G. Proposed Cash Flow Covenant (28,540) (24,606) (29,682) (25,845)
Existing Cash Flow Covenant (7,108) (18,785) (25,574) (12,126)
__________________
/2/ 10 bps on $570 million, $75 million and $80 million commitments for Senior
Multi-Currency Agreement, RBS facility, and A/R loan facility, respectively
SCHEDULE 7.6(a)(v)
------------------
Maximum Capital Expenditures Q4 2001 Q1 2002 Q2 2002 Q3 2002 Q4 2002
- ----------------------------
A. Capital Expenditures 7,595 6,000 6,000 5,000 5,000
B. Capital Expenditures (Two Quarter Rolling) 13,595 12,000 11,000 10,000
C. Cushion 500 500 500 500
D. Proposed Capital Expenditures Covenant 36,000 14,095 12,500 11,500 10,500
Existing Capital Expenditures Covenant 36,000 24,000 24,000 22,000 22,000
SCHEDULE 7.6(b)
---------------
Minimum Revenue Sep-2001 Oct-2001 Nov-2001 Dec-2001 Jan-2002 Feb-2002
- ---------------
A. Proposed Monthly Sales Covenant/3/ 241,014 220,857 200,700 199,200 197,700 196,200
(Rolling 3 Month)
Mar-2002 Apr-2002 May-2002 Jun-2002 Jul-2002 Aug-2002
208,500 220,800 233,100 239,400 245,700 252,000
______________
/3/ 10% cushion from the Company's projections