EX-4.1 3 dex41.txt AMENDED RESTATED MULTICURRENCY CREDIT AGREEMENT 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 --------- 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. ------------ ---- 1.1 Interest Payment Date. The definition of "Interest Payment Date" in --------------------- Section 1.1 of the Credit Agreement is hereby amended to state in its entirety ----------- as follows: "Interest Payment Date" means, as to any Committed Loan, the last --------------------- 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 ------------------------------------- ------------------- 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 ---- --------------- state in its entirety as follows: "(b) Non-Use Fees. The Borrower shall pay to the Administrative ------------ 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 ------- 2.13(b) shall accrue at all times, including at any time during which ------- 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 ------------ -------------- to state in its entirety as follows: "(a) Audit Report. Promptly when available and in any event ------------ 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 ----------- ---------- --------- in their entirety to state as set forth in Schedules 7.6(a)(i), 7.6(a)(ii), ------------------- ---------- 7.6(a)(iii), 7.6(a)(iv) and 7.6(v) hereto respectively. ----------- ---------- ------ 1.7 Monthly Financial Covenant. Schedule 7.6(b) to the Credit Agreement -------------------------- --------------- shall be restated in its entirety as set forth in Schedule 7.6(b) hereto. --------------- 1.8 Restricted Payments. Section 7.23 of the Credit Agreement is hereby ------------------- ------------ amended to state in its entirety as follows: "7.23 Restricted Payments. The Borrower shall not, and shall not ------------------- 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 ------------- 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 ----------- information as required under Section 7.1(o) of the Credit Agreement. -------------- 1.11 Business Plan. The Borrower hereby reaffirms its obligation to deliver ------------- 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 --------- 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). ----------- (b) Consents. Consents of all Guarantors hereto. -------- (c) UK Facility. Amendments to the UK Facility in form satisfactory ----------- to the Administrative Agent consistent herewith. (d) Securitization. An amendment to the Securitization in form -------------- satisfactory to the Administrative Agent consistent herewith. (e) Amendment to Warrant Agreement. An amendment to the Warrant and ------------------------------ Registration Rights Agreement previously issued in connection with the Credit Agreement, in the form attached as Exhibit A. --------- (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 -------- Borrower in form satisfactory to the Administrative Agent. 2.2 Fees. The Borrower shall have paid: ---- (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 -------- 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 ------------- 10.5 of the Credit Agreement plus $150,000 to the Administrative Agent's ---- 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 ------------- 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 ------------ 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 ------------- 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