EX-10.18 7 dex1018.txt CONSENT AGREEMENT Exhibit 10.18 CONSENT AGREEMENT THIS CONSENT AGREEMENT, dated as of December 17, 2002 (this "Agreement"), is among APW Ltd., a Bermuda corporation (formerly known as AWP Ltd.) (the "Borrower"), various financial institutions (collectively, the "Lenders") and Bank of America, National Association, as Post-Petition agent (the "Post-Petition Agent") under the Post-Petition Multicurrency Superpriority Credit Agreement, dated as of May 16, 2002 (as heretofore amended, the "Credit Agreement") among the Borrower, the Lenders and the Post-Petition Agent. Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein. WHEREAS, the Borrower has requested a consent to certain transactions under the Credit Agreement; and WHEREAS, the parties hereto are willing to consent to certain transactions 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. CONSENT. The parties hereby consent to the purchase of warrants for common stock of APW Ltd. from APW 401(k) Plan for not more than $25,000, notwithstanding any provision of Section 11.23 of the Loan Agreement to the contrary. SECTION 2. CONDITIONS PRECEDENT. This Agreement shall become effective when the Post-Petition Agent receives (i) this Agreement, duly executed by the Borrower, the Post-Petition Agent and the Majority Lenders and (ii) the consent to this Agreement by the Guarantors. SECTION 3. MISCELLANEOUS. 3.1 Continuing Effectiveness. etc. The Credit Agreement shall remain in full force and effect and is hereby ratified, approved and confirmed in each and every respect. 3.2 Limitation. This Agreement shall be limited to its terms and shall not constitute a waiver of any rights, powers and/or remedies the Lenders may have from time to time under the Credit Agreement or the Loan Documents. 3.3 Severability. Any provision of this Agreement 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 Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 3.4 Headings. The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof. 3.5 Execution in Counterparts. This Agreement 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. 3.6 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. 3.7 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. [Signatures to Follow] -2- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written. APW LTD. By: /s/ Michael Gasick --------------------------------------------- Name: Michael Gasick Title: Treasurer BANK OF AMERICA, NATIONAL ASSOCIATION, as Post-Petition Agent By: /s/ M Duncan McDuffie --------------------------------------------- Name: M. Duncan McDuffie Title: Managing Director GSC RECOVERY II, L.P. By: GSC Recovery II GP, L.P., its general partner By: GSC RII, LLC, its general partner By: GSCP (NJ) Holdings, L.P., its sole member By: GSCP (NJ), Inc., its general partner By: ____________________________________________ Name: Title: Consent (DIP Credit Agreement) GSC RECOVERY IIA, L.P. By: GSC Recovery IIA GP, L.P., its general partner By: GSC RII, LLC, its general partner By: GSCP (NJ) Holdings, L.P., its sole member By: GSCP (NJ), Inc., its general partner By:______________________________________ Name: Title: OCM PRINCIPAL OPPORTUNITIES FUND II, L.P. by Oaktree Capital Management, LLC, its General Partner By: /s/ Stephen Kaplan /s/ -------------------------------------- Name: Stephen Kaplan Title: Principal OCM OPPORTUNITIES FUND III, L.P. by Oaktree Capital Management, LLC, its General Partner By: /s/ Lowell W. Hill /s/ -------------------------------------- Name: Lowell W. Hill Title: Managing Director OCM OPPORTUNITIES FUND IV, L.P. by Oaktree Capital Management, LLC, its General Partner By: /s/ Lowell W. Hill /s/ -------------------------------------- Name: Lowell W. Hill Title: Managing Director Consent (DIP Credit Agreement) O'CONNOR DISTRESSED TRADING MASTER LTD., by UBS O'Connor LLC,its investment adviaor By:___________________________________ Name: Title: PERRY PRINCIPALS, L.L.C. By:___________________________________ Name: Title: ROYAL BANK OF SCOTLAND, PLC By: /s/ T. J. Smith ----------------------------------- Name: T. J. Smith Title: Corporate Director WILLIAM E. SIMON & SONS SPECIAL SITUATIONS PARTNERS II, L.P. By:___________________________________ Name: Title: Consent (DIP Credit Agreement) GUARANTOR AGREEMENT AND CONSENT The undersigned Guarantors hereby agree and consent, as of the date first written above, to the terms and provisions of the above Consent Agreement, and agree that the Loan Documents, guarantee documents and facility agreements executed by the undersigned Guarantors shall remain in full force and effect notwithstanding the provisions of such Consent Agreement. AIR CARGO EQUIPMENT (UK) LIMITED By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director APPLIED POWER CREDIT CORPORATION By: /s/ Michael Gasick ---------------------------------- Name: Title: APPLIED POWER LIMITED By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director APW BRASIL, LTDA. By: /s/ C J Freeland ---------------------------------- Name: Christopher John Freeland Title: Site Leader Guarantor Consent (DIP Credit Agreement) APW ELECTRONICS GROUP PLC By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director APW ELECTRONICS GMBH By: /s/ S L Kirby ---------------------------------- Name: Title: APW ELECTRONICS LIMITED By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director APW ENCLOSURE PRODUCTS AND SYSTEMS LIMITED By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director Guarantor Consent (DIP Credit Agreement) APW ENCLOSURE SYSTEMS (UK) LIMITED By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director APW ENCLOSURE SYSTEMS HOLDINGS, INC. By: /s/ Michael Gasick ---------------------------------- Name: Title: APW ENCLOSURES SYSTEMS HOLDINGS LIMITED By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director APW ENCLOSURES SYSTEMS, LP by APW Enclosure Systems Holding, Inc., its General Partner By: /s/ Michael Gasick ---------------------------------- Name: Title: APW ENCLOSURE SYSTEMS PLC By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director Guarantor Consent (DIP Credit Agreement) APW ENCLOSURE SYSTEMS, INC. By: /s/ Michael Gasick ----------------------------- Name: Title: APW ENCLOSURES (DUBLIN) LIMITED By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director APW ENCLOSURES LIMITED By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director APW FINANCE LIMITED By: /s/ S L Kirby ---------------------------------- Name: Title: APW GALWAY LIMITED By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director APW HOLDING B.V. By: /s/ S L Kirby ---------------------------------- Name: Title: Guarantor Consent (DIP Credit Agreement) APW HOLDINGS (EUROPE) LIMITED By: /s/ S L Kirby ------------------------------- Name: Samantha Kirby Title: Director APW INVESTMENTS UK LIMITED By: /s/ S L Kirby ------------------------------- Name: Samantha Kirby Title: Director APW MAYVILLE LLC By: /s/ Michael Gasick ----------------------------- Name: Title: APW NETHERLANDS B.V. By: /s/ S L Kirby ------------------------------- Name: Samantha Kirby Title: Director APW NEW FOREST LIMITED By:____________________________ Name: Title: APW NORTH AMERICA INC. By: /s/ Michael Gasick ----------------------------- Name: Title: Guarantor Consent (DIP Credit Agreement) APW POWER SUPPLIES AS By: /s/ S L Kirby ------------------------------------ Name: Title: APW POWER SUPPLIES LTD. By: /s/ S L Kirby ------------------------------------ Name: Samantha Kirby Title: Director APW PRODUCTS AND SYSTEMS B.V. By: /s/ S L Kirby ------------------------------------ Name: Samantha Kirby Title: Director APW-ERIE, INC. By: /s/ Michael Gasick ------------------------------------ Name: Title: ASPEN MOTION TECHNOLOGIES INC. By: /s/ Michael Gasick ------------------------------------ Name: Title: C FAB DEVELOPMENTS LTD. By: /s/ S L Kirby ------------------------------------ Name: Samantha Kirby Title: Director Guarantor Consent (DIP Credit Agreement) CIPRESMAD HUNGARY GROUP FINANCING LLC By: /s/ Howard Lederman ------------------------------------- Name: Title: EDER INDUSTRIES INC. By: /s/ Michael Gasick ------------------------------------- Name: Title: ELECTRONIC SOLUTIONS By: /s/ Michael Gasick ------------------------------------- Name: Title: HOERMANN ELECTRONICS LIMITED By: /s/ S L Kirby ------------------------------------ Name: Title: HOERMANN SECURITY SYSTEMS LTD. By: /s/ S L Kirby ------------------------------------ Name: Title: INNOVATIVE METAL FABRICATION, INC. By: /s/ Michael Gasick ------------------------------------- Name: Title: Guarantor Consent (DIP Credit Agreement) J HIGGINS MANUFACTURING (IRELAND) LTD. By: /s/ S L Kirby ------------------------------ Name: Samantha Kirby Title: Director MCLEAN MIDWEST CORPORATION By: /s/ Michael Gasick ------------------------------ Name: Title: MCLEAN WEST INC. By: /s/ Michael Gasick ------------------------------ Name: Title: PRECISION FABRICATION TECHNOLOGIES INC. By: /s/ Michael Gasick ------------------------------ Name: Title: TOWERFLAME LIMITED By: /s/ S L Kirby ------------------------------ Name: Samantha Kirby Title: Director WRIGHT LINE EUROPE B.V. By: /s/ S L Kirby ------------------------------ Name: Title: Guarantor Consent (DIP Credit Agreement) WRIGHT LINE LIMITED By: /s/ S L Kirby ------------------------------ Name: Samantha Kirby Title: Director WRIGHT LINE LLC (formerly known as APW Wright Line LLC) By: /s/ Michael Gasick ------------------------------ Name: Title: ZERO-EAST DIVISION, ZERO CORPORATION By: /s/ Michael Gasick ------------------------------ Name: Title: Guarantor Consent (DIP Credit Agreement)