EX-10.1 3 dex101.txt AMEND. NO. 1 TO AMENDED & RESTATED CREDIT AGMT Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT --------------------------------------- THIS FIRST AMENDMENT TO AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT, dated as of September 27, 2001 (this "Amendment"), amends the Amended --------- and Restated Multicurrency Credit Agreement, dated as of May 15, 2001 (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 1.15 below. ------------ ---- 1.1 Consolidated Net Income. The definition of "Consolidated Net Income" ----------------------- in Section 1.1 of the Credit Agreement is hereby amended to state in its ----------- entirety as follows: "Consolidated Net Income" means, for any period, all amounts which, in ----------------------- conformity with GAAP, would be included under net income on a consolidated income statement of a Person and its Subsidiaries for such period, exclusive of Affiliate equity earnings, inclusive of Affiliate cash dividends (to the extent of Affiliate equity earnings) and exclusive of extraordinary gains and/or nonrecurring gains. 1.2 EBITDARR. The definition of "EBITDARR" in Section 1.1 of the Credit -------- ----------- Agreement is hereby amended to state in its entirety as follows: "EBITDARR" means, for any period, the sum of EBITDA plus GAAP -------- ---- Restructuring Expenses plus Non-GAAP Restructuring Expenses plus, to ---- ---- the extent deducted in the calculation of EBITDA, the cash amendment fee paid under the First Amendment hereto. 1.3 New Definition. Section 1.1 of the Credit Agreement is hereby amended -------------- ----------- by adding the following definitions in proper alphabetical order: "Collateral Guarantor" means a Guarantor with respect to which the -------------------- Administrative Agent has a first priority security interest, subject to the UK/US Intercreditor Agreement, in substantially all its assets. "Non Collateral Guarantor" means a Guarantor with respect to which the ------------------------ Administrative Agent does not have a first priority security interest, subject to the UK/US Intercreditor Agreement, in substantially all its assets." "Specified Business Unit" means the business unit described in the ----------------------- Borrower's letter dated September 26, 2001 to the Administrative Agent. "Tier One Collateral Guarantor" means a Collateral Guarantor organized in, ----------------------------- and with all its assets located in, the United States, England, Scotland or Ireland. "Tier Two Collateral Guarantor" means a Collateral Guarantor, other than a ----------------------------- Tier One Collateral Guarantor. 1.4 Unscheduled Mandatory Reductions. Section 2.8(b) of the Credit -------------------------------- -------------- Agreement is hereby amended to state in its entirety as follows: "(b) Unscheduled Mandatory Reductions. -------------------------------- (i) Issuance of Equity. Upon the issuance of any equity in the ------------------ Borrower or any of its Subsidiaries, the Combined Commitments shall be reduced, in the manner set forth in the UK/US Intercreditor Agreement, by an aggregate amount equal to 50% of the Net Issuance Proceeds. (ii) Issuance of Indebtedness. Upon the issuance of any Funded ------------------------ Debt, Special Securities or Trust Preferred Securities of the Borrower or any of its Subsidiaries, 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 Issuance Proceeds. (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 -2- 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 be reduced by an amount equal to 40% of the Net Proceeds of such disposition, in the manner set forth in the UK/US Intercreditor Agreement. 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." 1.5 Required Guaranties. Section 3.1(b) of the Credit Agreement shall be ------------------- -------------- amended to state in its entirety as follows: "(b) Required Guaranties. All Domestic Subsidiaries of APW, Ltd., ------------------- other than Applied Power Credit Corporation and any of the Dissolution Subsidiaries, shall provide or reaffirm existing guaranties. All Dissolution Subsidiaries not dissolved within 30 days of the closing of the First Amendment hereto shall provide guaranties. Subject to Section 3.1(c), -------------- the Borrower shall, at the request of the Administrative Agent or the Required Banks, cause each of its Subsidiaries required to guarantee its Obligations pursuant to Section 3.1(a), which shall not previously have delivered a Guaranty to execute and deliver such guaranties and deliver such evidence of authority, correctness of signatures and opinions of counsel as the Administrative Agent or the Required Banks may from time to time reasonably request. Notwithstanding the foregoing, the Administrative Agent shall not request, and the Borrower shall not cause, Applied Power Credit Corporation to guaranty the Obligations of the Borrower and the Borrower may designate Foreign Subsidiaries not to be Guarantors, so long as at no time shall the combined Tangible Net Assets of such Foreign Subsidiaries (excluding stock of Guarantors) exceed $100,000,000 and so long as, except as otherwise provided herein, the Borrower has used its commercially reasonable best efforts to provide Guarantees from all Subsidiaries located in Brazil, Germany, the United Kingdom, Ireland and Denmark. The Administrative Agent is authorized to release any Guaranty of a Dissolution Subsidiary, upon its dissolution." -3- 1.6 Action with Non Guarantors. Section 3.1(c) of the Credit Agreement is -------------------------- -------------- hereby amended to state in its entirety as follows: "(c) Action with Non Guarantors and Non Collateral Guarantors. -------------------------------------------------------- (i) Subject to clauses (v) and (vi) below, neither the Borrower nor any Collateral Guarantor shall purchase or acquire, or make any commitment therefor, any capital stock, equity interest or other securities of, or any interest in, any existing Affiliate (other than a Tier One Collateral Guarantor), or make or commit to make any capital contribution to, or any investment in, any existing Affiliate (other than a Tier One Collateral Guarantor). (ii) Subject to clauses (v) and (vi) below, neither the Borrower nor any Guarantor shall make any loan, advance, extension of credit or transfer or sell any assets to any Affiliate (other than the Borrower or a Tier One Collateral Guarantor). (iii) Subject to clauses (v) and (vi) below, no Guarantor shall 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, unless all such payments or distributions are made directly or indirectly to the Borrower or a Tier One Collateral Guarantor (it being understood that a payment or distribution is made indirectly to the Borrower or Tier One Collateral Guarantor if all the proceeds thereof are in fact received by the Borrower or a Tier One Collateral Guarantor); provided, that such payments and distributions may also be made by a Non Collateral Guarantor directly or indirectly to a Non Collateral Guarantor or a Tier Two Collateral Guarantor directly or indirectly to a Tier Two Collateral Guarantor. (iv) Subject to clauses (v) and (vi) below, neither the Borrower nor any Collateral Guarantor shall make any payments on Debt to any Affiliate other than payments to the Borrower or a Tier One Collateral Guarantor. (v) The Borrower and the Guarantors may make purchases, acquisitions, commitments, capital contributions, loans, advances, extensions of credit, transfers of assets, sales of assets, declarations of dividends, payments and distributions otherwise prohibited under clauses (i) - (iv) involving transfers of funds or other assets to Non Collateral Guarantors, so long as the sum of all the foregoing shall not exceed $5,000,000 in any Fiscal Year. In addition, the Borrower and the Guarantors may make investments in APW Shangai Ltd. up to -4- $7,500,000 in cash and up to $2,500,000 by transfer of assets in the aggregate after the date hereof. (vi) The Borrower and the Guarantors may make purchases, acquisitions, commitments, capital contributions, loans, advances, extensions of credit, transfers of assets, sales of assets, declarations of dividends, payments and distributions otherwise prohibited under clause (i) - (iv) involving transfers of funds or other assets to Tier Two Collateral Guarantors, so long as the sum of all the foregoing shall not exceed $5,000,000 after the date hereof less repayments thereof to the Borrower and the Guarantors." 1.7 Transfer of Assets. Section 3.7 of the Credit Agreement is hereby ------------------ ----------- amended to state in its entirety as follows: "3.7 Transfer of Assets. The Borrower shall not, and shall not permit, ------------------ any Subsidiary, to sell, lease or transfer assets in which the Administrative Agent has a perfected security interest to the Borrower, a Subsidiary or an Affiliate, if the effect is to cause the Administrative Agent to no longer have a valid first priority perfected security interest (subject to the UK/US Intercreditor Agreement), except for transfers permitted under Section 3.1(c)(v) up to the amounts permitted in such ----------------- Section 3.1(c)(v) and Section 3.1(c)(vi)." ----------------- ------------------ 1.8 Reports. Section 7.1 of the Credit Agreement is hereby amended by ------- ----------- relettering clause (m) as clause (o) and inserting the following clauses in proper order: "(m) Restructuring Actions. Within 15 days after each month, a written --------------------- summary of all restructuring actions taken during such month, in such detail as reasonably acceptable to the Administrative Agent. (n) Net Proceeds. Promptly upon receipt of any Net Proceeds or Net ------------ Issuance Process requiring a reduction of Commitments under Section 2.8, a ----------- certificate of an Authorized Officer calculating such Net Proceeds or Net Issuance Proceeds and the required Commitment reductions, in such detail as reasonably acceptable to the Administrative Agent." 1.9 Quarterly Financial Covenants. Schedules 7.6(a)(i), 7.6(a)(ii), ----------------------------- ------------------- ---------- 7.6(a)(iii) and 7.6(a)(iv) 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) ------------------- ---------- ----------- and 7.6(a)(iv) hereto respectively. ---------- 1.10 Monthly Financial Covenant. Section 7.6(b) of the Credit Agreement is -------------------------- -------------- hereby amended to state in its entirety as follows: -5- "(b) Monthly Financial Covenant. The Borrower shall not permit revenue -------------------------- amounts for itself and its Subsidiaries as at any month end for the three months then ending to be less than the amount set forth in Schedule 7.6(b). After compliance with this covenant through February 28, 2002, the Borrower may request that the monthly financial covenant in this Section 7.6(b) be waived by the Required Banks." 1.11 Schedule 7.6(b). Schedule 7.6(b) to the Credit Agreement shall be --------------- --------------- restated in its entirety as set forth in Schedule 7.6(b) hereto. --------------- 1.12 Sales of Assets. Section 7.20(c) of the Credit Agreement is hereby --------------- --------------- amended to state in its entirety as follows: "(c) so long as no Event of Default or Default exists or would result therefrom, any sale, transfer, conveyance or lease of any other asset for cash provided that the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all assets disposed of by the Borrower and its Subsidiaries pursuant to this clause (c) does not exceed 10% of Tangible Net Assets of the Borrower ---------- and its Subsidiaries (measured as of the last day of the most recently ended Fiscal Year). The Administrative Agent shall, at the request of the Borrower and without any requirement for approval from the Banks, release any Lien on Collateral sold pursuant to Section 7.20(c). In connection with any action permitted under this clause (c), the Borrower will deliver a certificate to the Administrative Agent calculating compliance with this clause (c)." 1.13 Investments. Section 7.21(c) of the Credit Agreement is hereby amended ----------- --------------- to state in its entirety as follows: "(c) Investments by the Borrower in any of its Subsidiaries or by any of its Subsidiaries in another of its Subsidiaries, except as prohibited under Article III;" 1.14 Limitation on Debt and Subsidiary Debt. Section 7.22 of the Credit -------------------------------------- ------------ Agreement is hereby amended to state in its entirety as follows: "7.22 Limitation on Debt and Subsidiary Debt. The Borrower shall not, -------------------------------------- and shall not suffer or permit any Subsidiary to, create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to any Debt of the Borrower and Subsidiaries other than Debt associated with the Receivables Securitization, the UK Debt, the Obligations, Debt listed on attached Schedule 7.22, additional Debt not to exceed $7,500,000 at any time outstanding and Debt to the Borrower or a Guarantor to the extent the loan by the Borrower or Guarantor would be permitted under Section 3.1(c)." -------------- -6- 1.15 Business Plan. The Borrower shall deliver to the Administrative Agent ------------- and each Bank on or before April 30, 2002 a business plan for the 2003 Fiscal Year and shall agree on or before July 31, 2002 to financial covenants for the 2003 Fiscal Year satisfactory to the Required Banks. SECTION 2 AUTHORIZATION. The Administrative Agent is hereby authorized to enter into amendments (a) to the Security Agreement to permit transfers of assets outside the United States so long as the Administrative Agent continues to have a first priority security interest or charge therein (subject to the UK/US Intercreditor Agreement) or if such transfer is otherwise permitted under Article III hereof, (b) to the Debentures to permit lease amendments without ----------- approval of the Administrative Agent or any Banks and to permit transfers of assets so long as the Administrative Agent continues to have a first priority security interest or charge therein (subject to the UK/US Intercreditor Agreement) or if such transfer is otherwise permitted under Article III hereof ----------- and (c) to the other Collateral Documents consistent with clauses (a) and (b). SECTION 3 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. 3.1 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. (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) UK/US Intercreditor Agreement. An amendment to the UK/US ----------------------------- Intercreditor Agreement in substantially the form attached hereto as Exhibit A. --------- 3.2 Fees. The Borrower shall have paid: ---- (a) Amendment Fee. An amendment fee to each Bank executing and ------------- delivering this Amendment prior to 12:00 p.m., Central time, on September 27, 2001 of 10 basis points on its Commitment. -7- (b) 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. (c) 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. SECTION 4 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 Banks as follows: 4.1 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. 4.2 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. 4.3 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. -8- SECTION 5 MISCELLANEOUS. 5.1 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. 5.2 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. 5.3 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 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. 5.5 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. 5.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE ------------- UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS. 5.7 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. -9- 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 ---------------------------------------- Title: Vice President and Chief Financial Officer -------------------------------- BANK OF AMERICA, N.A., individually and as Administrative Agent By /s/ M. Duncan McDuffler ---------------------------------------- Title: M. Duncan McDuffler ------------------------------- Managing Director BANK ONE, NA (Main Office Chicago) as Syndication Agent and as a Bank By /s/ Thomas T. Bower ---------------------------------------- Title: Senior Vice President -------------------------------- THE CHASE MANHATTAN BANK, as Documentation Agent and a Bank By /s/ Michael Lancia ---------------------------------------- Title: Vice President -------------------------------- ROYAL BANK OF SCOTLAND, PLC By: /s/ T. J. Smith -------------------------------------- Name: T. J. Smith Title: Senior Manager, SLS FIRST UNION NATIONAL BANK By: /s/ Joel Thomas -------------------------------------- Name: Joel Thomas Title: Vice President WILLIAM E. SIMON & SONS SPECIAL SITUATIONS PARTNERS II, L.P. By: /s/ DALE LESHAW -------------------------------------- Name: Dale Leshaw Title: Principal LASALLE BANK NATIONAL ASSOCIATION By: /s/ Margaret P. Heger -------------------------------------- Name: Margaret P. Heger Title: First Vice President THE BANK OF TOKYO-MITSUISHI, LTD., CHICAGO BRANCH By: /s/ Shinichiro Munechika -------------------------------------- Name: Shinichiro Munechika Title: Deputy General Manager CREDIT LYONNAIS CHICAGO BRANCH By: /s/ MARY ANN KLEMM -------------------------------------- Name: MARY ANN KLEMM Title: VICE PRESIDENT ----------------------------------- U.S. BANK NATIONAL ASSOCIATION By: -------------------------------------- Name: Title: FIRSTAR BANK, N.A. By: -------------------------------------- Name: Title: Its Attorney-In-Fact THE FUJI BANK, LIMITED By: /s/ Peter L. Chinnici -------------------------------------- Name: Peter L. Chinnici Title: Senior Vice President & Group Head FLEET NATIONAL BANK By: /s/ Margot Doering -------------------------------------- Name: Margot Doering Title: Vice President THE DAI-ICHI KANGYO BANK, LTD. By: /s/ N. Fukatsu -------------------------------------- Name: Nobuyasu Fukatsu Title: General Manager M&I MARSHALL & ILSLEY BANK By: /s/ Michael Vellon -------------------------------------- Name: Michael Vellon Title: VP By: /s/ Mark A. Hogan -------------------------------------- Name: Mark A. Hogan Title: SSP BNP PARIBAS By: /s/ Duane P. Helkowski -------------------------------------- Name: Duane P. Helkowski Title: Director By: /s/ Shayn P. March -------------------------------------- Name: Shayn P. Marck Title: Vice President SOCIETE GENERALE By: -------------------------------------- Name: Title: WACHOVIA BANK, N.A. By: /s/ Edward H. Hutchison -------------------------------------- Name: Edward H. Hutchison Title: Sr. Vice Pres./Group Exec. SUMITOMO MITSUI BANKING CORPORATION By: /s/ Peter R.C. Knight -------------------------------------- Name: Peter R.C. Knight Title: Senior Vice President THE MITSUBISHI TRUST & BANKING CORPORATION By: -------------------------------------- Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By: /s/ MARK DENATALE -------------------------------------- Name: MARK DENATALE Title: AUTHORIZED SIGNATORY AGREEMENT AND CONSENT The undersigned Guarantors hereby agree and consent to the terms and provisions of the foregoing First 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 First Amendment to Credit Agreement. Dated: September 27, 2001 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 APPLIED POWER LTD. APW ELECTRONICS INVESTMENTS OVERSEAS LTD. APW ELECTRONICS LTD. APW ENCLOSURE SYSTEMS HOLDINGS LTD. APW ENCLOSURE SYSTEMS (UK) LTD. By: /s/ Samantha Louise Kirby --------------------------------------- Name: Samantha Louise Kirby Title: Company Secretary APW ENCLOSURES (DUBLIN) LIMITED By: /s/ Richard D. Carroll -------------------------------------- Name: Richard D. Carroll Title: Vice President APW GALWAY LIMITED By: /s/ Samantha Louise Kirby -------------------------------------- Name: Samantha Louise Kirby Title: Director HOERMANN SECURITY SYSTEMS LTD. By: /s/ Richard D. Carroll -------------------------------------- Name: Richard D. Carroll Title: Vice President APW POWER SUPPLIES LTD. By: /s/ Richard D. Carroll -------------------------------------- Name: Richard D. Carroll Title: Vice President APW NEW FOREST LIMITED By: /s/ Samantha Louise Kirby -------------------------------------- Name: Samantha Louise Kirby Title: Director TOWERFLAME LIMITED By: /s/ Richard D. Carroll -------------------------------------- Name: Richard D. Carroll Title: Vice President APW ELECTRONICS GROUP PLC By: /s/ Samantha Louise Kirby -------------------------------------- Name: Samantha Louise Kirby Title: Company Secretary APW ENCLOSURE PRODUCTS AND SYSTEMS LIMITED By: /s/ Samantha Louise Kirby -------------------------------------- Name: Samantha Louise Kirby Title: Company Secretary APW ENCLOSURE SYSTEMS PLC By: /s/ Samantha Louise Kirby -------------------------------------- Name: Samantha Louise Kirby Title: Company Secretary AIR CARGO EQUIPMENT (UK) LIMITED By: /s/ Richard D. Carroll ----------------------------------- Name: Richard D. Carroll Title: Vice President APW Enclosures Limited By: /s/ Richard D. Carroll -------------------------------------- Name: Richard D. Carroll Title: Vice President HOERMANN ELECTRONICS LIMITED By: /s/ Richard D. Carroll -------------------------------------- Name: Richard D. Carroll Title: Vice President WRIGHT LINE EUROPE B.V. By: /s/ Richard D. Carroll -------------------------------------- Name: Richard D. Carroll Title: Vice President APW NETHERLANDS B.V. By: /s/ Samantha Louise Kirby -------------------------------------- Name: Samantha Louise Kirby Title: Director APW HOLDING B.V. By: /s/ Richard D. Carroll -------------------------------------- Name: Richard D. Carroll Title: Vice President APW PRODUCTS AND SYSTEMS B.V. By: /s/ Samantha Louise Kirby -------------------------------------- Name: Samantha Louise Kirby Title: Director CIPRESMAD HUNGARY GROUP FINANCING LLC By: /s/ [illegible in Original] -------------------------------------- Name: Title: APW ELECTRONICS GMBH By: /s/ Richard D. Carroll -------------------------------------- Name: Richard D. Carroll Title: Vice President CIPRESMAD-CONSULTORES E SERVICOS, LTD. By: /s/ [illegible in original] -------------------------------------- Name: Title: Schedule 7.6(a)(i) ------------------
--------------------------------------------------------------------------------------------------------------- EBITDARR: Q102 Q202 Q302 Q402 ---- ---- ---- ---- --------------------------------------------------------------------------------------------------------------- EBITDA (per Income Statement) 32,721 14,697 29,581 36,756 - Adjusted for "Other Expenses" - 45 44 44 EBITDA (adjusted for "Other Expenses") 32,721 14,652 29,537 36,712 - Less Gain on Asset Sale (24,000) - - - EBITDA, less Gain on Asset Sale 8,721 14,652 29,537 36,712 + GAAP Restructuring Expense 8,925 2,503 - - + Non-GAAP Restructuring Expense 2,802 3,437 2 - ================================================================= EBITDARR, less Gain on Asset Sale 20,448 20,592 29,539 36,712 1Q Rolling 2Q Rolling 3Q Rolling 4Q Rolling ---------- ---------- ---------- ---------- Rolling EBITDARR 20,448 41,040 70,579 107,290 Total not Less Than 13,948 31,040 60,579 97,290
Schedule 7.6(a)(ii) -------------------
-------------------------------------------------------------------------------------------------------------- Non - GAAP Restructuring expenses: Q1 02E Q2 02E Q3 02E Q4 02E ------ ------ ------ ------ -------------------------------------------------------------------------------------------------------------- Non - GAAP Restructuring 2,802 3,437 2 0 Write-off of Assets 2,173 1,780 1,430 0 Total Non - GAAP Restructuring 4,975 5,217 1,432 0 Non - GAAP Restructuring (cumulative) 4,975 10,192 11,624 11,624 Non - GAAP Restructuring Covenant -not to exceed 7,500 11,000 12,500 12,500
Schedule 7.6(a)(iii) --------------------
------------------------------------------------------------------------------------------------------------------- GAAP Restructuring expenses: Q1 02E Q2 02E Q3 02E Q4 02E ------ ------ ------ ------ ------------------------------------------------------------------------------------------------------------------- GAAP Restructuring 8,925 2,503 0 0 GAAP Restructuring (cumulative) 8,925 11,428 11,428 11,428 GAAP Restructuring Covenant -not to exceed 12,500 12,500 12,500 12,500
Schedule 7.6(a)(iv) -------------------
--------------------------------------------------------------------------------------------------------------- Free Cash Flow: Q1 02E Q2 02E Q3 02E Q4 02E ------ ------ ------ ------ --------------------------------------------------------------------------------------------------------------- Cash Flow (608) (9,677) (5,289) 13,448 Cash Flow (Cumulative) (608) (10,285) (15,574) (2,126) Cumulative Cash Flow Covenant Minimum (7,108) (18,785) (25,574) (12,126)
Schedule 7.6(b) ---------------
---------------------------------------------------------------------------------------------------------------- Rolling 3-month Revenue Test Q4 01E Q1 02E Q2 02E Q3 02E Q4 02E ------ ------ ------ ------ ------ ---------------------------------------------------------------------------------------------------------------- Revenue Projections 290,200 285,000 280,000 310,000 335,000 Month 1 30% 87,060 85,500 84,000 93,000 100,500 Month 2 60% 174,120 171,000 168,000 186,000 201,000 Month 3 90% 261,180 256,500 252,000 279,000 301,500 Monthly Sales Covenant 256,500 252,000 279,000 301,500 (3 month rolling) September 2001 259,620 October 2001 258,060 November 2001 256,500 December 2001 255,000 January 2002 253,500 February 2002 252,000 March 2002 261,000 April 2002 270,000 May 2002 279,000 June 2002 286,500 July 2002 294,000 August 2002 301,500