EX-10.19 8 dex1019.txt CONSENT AGREEMENT Exhibit 10.19 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 administrative agent (the "Administrative Agent") under the Term Loan Agreement, dated as of July 31, 2002 (the "Loan Agreement") among the Borrower, the Lenders and the Administrative Agent. Terms defined in the Loan 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 Loan 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 8.23 of the Loan Agreement to the contrary. SECTION 2. CONDITIONS PRECEDENT. This Agreement shall become effective when the Administrative Agent receives (i) this Agreement, duly executed by the Borrower, the Administrative Agent and the Majority Lenders and (ii) the consent to this Agreement by the Guarantors. SECTION 3. MISCELLANEOUS. 3.1 Continuing Effectiveness, etc. The Loan 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 Loan 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 ILLINOIS. 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 Administrative Agent By: /s/ M. Duncan McDuffie ------------------------------------------ Name: M. Duncan McDuffie Title: Managing Director BANK OF AMERICA, NATIONAL ASSOCIATION, as a Lender By: /s/ M. Duncan McDuffie ------------------------------------------ Name: M. Duncan McDuffie Title: Managing Director BNP PARIBAS By: ------------------------------------------ Name: Title: GRAND STREET HOLDINGS 1, LLC by Oaktree Capital Management,LLC, its Managing Member By: /s/ Stephen Kaplan /s/ ------------------------------------------ Name: Stephen Kaplan Title: Principal Consent (Term Loan Agreement) GRAND STREET HOLDINGS 2, LLC by Oaktree Capital Management, LLC, its Managing Member By: /s/ Stephen Kaplan /s/ -------------------------------------------- Name: Stephen Kaplan Title: Principal GRAND STREET HOLDINGS 3, LLC by Oaktree Capital Management, LLC, its Managing Member By: /s/ Stephen Kaplan /s/ -------------------------------------------- Name: Stephen Kaplan Title: Principal GRAND STREET HOLDINGS 4, LLC by Oaktree Capital Management, LLC, its Managing Member By: /s/ Stephen Kaplan /s/ -------------------------------------------- Name: Stephen Kaplan Title: Principal GRAND STREET HOLDINGS 5, LLC by Oaktree Capital Management, LLC, its Managing Member By: /s/ Stephen Kaplan /s/ -------------------------------------------- Name: Stephen Kaplan Title: Principal Consent (Term Loan Agreement) GRAND STREET HOLDINGS 6, LLC by Oaktree Capital Management, LLC, its Managing Member By: /s/ Stephen Kaplan /s/ -------------------------------------------- Name: Stephen Kaplan Title: Principal GRAND STREET HOLDINGS 7, LLC by Oaktree Capital Management, LLC, its Managing Member By: /s/ Stephen Kaplan /s/ -------------------------------------------- Name: Stephen Kaplan Title: Principal GRAND STREET HOLDINGS 8, LLC by Oaktree Capital Management, LLC, its Managing Member By: /s/ Stephen Kaplan /s/ -------------------------------------------- Name: Stephen Kaplan Title: Principal GRAND STREET HOLDINGS 9, LLC by Oaktree Capital Management, LLC, its Managing Member By: /s/ Stephen Kaplan /s/ -------------------------------------------- Name: Stephen Kaplan Title: Principal Consent (Term Loan Agreement) 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: 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: JPMORGAN CHASE BANK By: ____________________________________________ Name: Title: Consent (Term Loan Agreement) 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 O'CONNOR DISTRESSED TRADING MASTER LTD., by UBS O'Connor LLC, its investment advisor By: ____________________________________________ Name: Title: PERRY PRINCIPALS, L.L.C. By: ____________________________________________ Name: Title: Consent (Term Loan Agreement) ROYAL BANK OF SCOTLAND, PLC By: /s/ T. J. Smith -------------------------------------------- Name: T. J. Smith Title: Corporate Director SOCIETE GENERALE By: ____________________________________________ Name: Title: U.S. BANK NATIONAL ASSOCIATION By: ____________________________________________ Name: Title: WILLIAM E. SIMON & SONS SPECIAL SITUATIONS PARTNERS II, L.P. By: ____________________________________________ Name: Title: Consent (Term Loan 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/ Samantha Kirby ---------------------------------- Name: Samantha Kirby Title: Director APPLIED POWER CREDIT CORPORATION By: /s/ Michael Gasick ----------------------------------- Name: Title: APPLIED POWER LIMITED By: /s/ Samantha Kirby ---------------------------------- Name: Samantha Kirby Title: Director APW BRASIL, LTDA. By: /s/ C.S. Freeland ----------------------------------- Name: Christopher John Freeland Title: Site Leader APW ELECTRONICS GROUP PLC By: /s/ Samantha Kirby ---------------------------------- Name: Samantha Kirby Title: Director Guarantor Consent (Term Loan Agreement) 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 APW ENCLOSURE SYSTEMS (UK) LIMITED By: /s/ S L Kirby ---------------------------------- Name: Samantha Kirby Title: Director Guarantor Consent (Term Loan Agreement) APW ENCLOSURE SYSTEMS HOLDING, INC, By: /s/ Michael Gasick ------------------------------------ Name: Title: APW ENCLOSURE 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 APW ENCLOSURE SYSTEMS, INC. By: /s/ Michael Gasick ------------------------------------ Name: Title: Guarantor Consent (Term Loan Agreement) 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: APW HOLDINGS (EUROPE) LIMITED By: /s/ S L Kirby -------------------------------- Name: Samantha Kirby Title: Director Guarantor Consent (Term Loan Agreement) 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: /s/ S L Kirby -------------------------------- Name: Samantha Kirby Title: Director APW NORTH AMERICA INC. By: /s/ Michael Gasick -------------------------------- Name: Title: APW POWER SUPPLIES AS By: /s/ S L Kirby -------------------------------- Name: Title: Guarantor Consent (Term Loan Agreement) 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 CIPRESMAD HUNGARY GROUP FINANCING LLC By: /s/ Howard Lederman -------------------------------- Name: Title: Guarantor Consent (Term Loan Agreement) 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: J HIGGINS MANUFACTURING (IRELAND) LTD. By: /s/ S L Kirby ------------------------------ Name: Samantha Kirby Title: Director Guarantor Consent (Term Loan Agreement) 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: WRIGHT LINE LIMITED By: /s/ S L Kirby ------------------------------ Name: Samantha Kirby Title: Director Guarantor Consent (Term Loan Agreement) 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 (Term Loan Agreement)