Borrowing Request under Credit Agreement between Applied Power Inc. (Actuant Corporation) and Credit Suisse First Boston et al.
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Applied Power Inc., doing business as Actuant Corporation, submits a formal request to Credit Suisse First Boston, as Administrative Agent for a group of lenders, to borrow specified amounts under a previously agreed Credit Agreement. The request details the amount, currency, interest rate basis, and disbursement instructions. The Borrower confirms that all lending conditions have been met and agrees to indemnify the lenders for certain losses or expenses if the loan is repaid early, converted, or not drawn as requested. This request is part of a larger financing arrangement governed by the Credit Agreement and Commitment Letter.
EX-10.3 4 0004.txt FORM OF BORROWING REQUEST BORROWING REQUEST Credit Suisse First Boston, as Administrative Agent for the Lenders, Eleven Madison Avenue New York, NY 10010 Attention of: Julia Kingsbury July 26, 2000 Ladies and Gentlemen: The undersigned refers to the Commitment Letter dated May 30, 2000 among APPLIED POWER INC., a Wisconsin corporation (doing business as Actuant Corporation) (the "Borrower"), CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York Branch ("CSFB"), FIRST UNION NATIONAL BANK and ING (U.S.) CAPITAL LLC (the "Commitment Letter") and the Credit Agreement to be entered into in connection therewith (substantially in the form delivered to you and us on the date hereof, the "Credit Agreement"). Capitalized terms used and not defined herein are used with the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) August 1, 2000 (B) Principal Amount of Borrowing/1/ Euros 31,866,000 ---------------- (C) Type of borrowing and interest rate basis/2/ Tranche A Term -------------- Eurocurrency Borrowing ---------------------- (D) Interest Period and the last day thereof/3/ 30 Day ------ (E) Funds are requested to be disbursed to the Borrower's account with Bank One N.A. Frankfurt (Account No. 100-4247EUR5001FRBR) Swift Address: FNBCBEFX Account Name: Bank One NA, Chicago Reference: FX ________________________ /1/ Must be an amount that is at least $5,000,000 (or the Alternative Currency Equivalent thereof) and an integral multiple of $1,000,000 (or the Alternative Currency Equivalent thereof) or equal to the remaining available balance of the applicable Commitments. /2/ Specify (a) Tranche A Term Borrowing (and the amounts of each currency applicable to such Borrowing), Tranche B Term Borrowing or Revolving Credit Borrowing and (b) Eurodollar Borrowing or ABR Borrowing. /3/ Which shall be subject to the definition of "Interest Period" in the Credit Agreement. -2- The Borrower hereby represents and warrants that the conditions to lending specified in Section 4.01(b) and (c) of the Credit Agreement shall have been satisfied as of the date of the Borrowing. The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any LIBOR Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan to be made by such Lender (including any LIBOR Loan to be made pursuant to a conversion or continuation under Section 2.10 of the Credit Agreement) not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) being called a "Breakage Event") or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this paragraph shall be delivered to the Borrower and shall be conclusive absent manifest error. Applied Power Inc. (doing) business as Actuant Corporation) By: _______________________________________ Name: Andrew G. Lampereur Title: Vice President, Actuant Finance Leader BORROWING REQUEST Credit Suisse First Boston, as Administrative Agent for the Lenders, Eleven Madison Avenue New York, NY 10010 Attention of: Julia Kingsbury July 26, 2000 Ladies and Gentlemen:
_________________________________ 1 Must be an amount that is at least $5,000,000 (or the Alternative Currency Equivalent thereof) and an integral multiple of $1,000,000 (or the Alternative Currency Equivalent thereof) or equal to the remaining available balance of the applicable Commitments. 2 Specify (a) Tranche A Term Borrowing (and the amounts of each currency applicable to such Borrowing), Tranche B Term Borrowing or Revolving Credit Borrowing and (b) Eurodollar Borrowing or ABR Borrowing. 3 Which shall be subject to the definition of "Interest Period" in the Credit Agreement. -2-
BORROWING REQUEST Credit Suisse First Boston, as Administrative Agent for the Lenders, Eleven Madison Avenue New York, NY 10010 Attention of: Julia Kingsbury July 26, 2000 Ladies and Gentlemen: The undersigned refers to the Commitment Letter dated May 30, 2000 among APPLIED POWER INC., a Wisconsin corporation (doing business as Actuant Corporation) (the "Borrower"), CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York Branch ("CSFB"), FIRST UNION NATIONAL BANK and ING (U.S.) CAPITAL LLC (the "Commitment Letter") and the Credit Agreement to be entered into in connection therewith (substantially in the form delivered to you and us on the date hereof, the "Credit Agreement"). Capitalized terms used and not defined herein are used with the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made:
___________________________________________ /1/ Must be an amount that is at least $5,000,000 (or the Alternative Currency Equivalent thereof) and an integral multiple of $1,000,000 (or the Alternative Currency Equivalent thereof) or equal to the remaining available balance of the applicable Commitments. /2/ Specify (a) Tranche A Term Borrowing (and the amounts of each currency applicable to such Borrowing), Tranche B Term Borrowing or Revolving Credit Borrowing and (b) Eurodollar Borrowing or ABR Borrowing. /3/ Which shall be subject to the definition of "Interest Period" in the Credit Agreement. -2- The Borrower hereby represents and warrants that the conditions to lending specified in Section 4.01(b) and (c) of the Credit Agreement shall have been satisfied as of the date of the Borrowing. The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any LIBOR Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan to be made by such Lender (including any LIBOR Loan to be made pursuant to a conversion or continuation under Section 2.10 of the Credit Agreement) not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) being called a "Breakage Event") or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this paragraph shall be delivered to the Borrower and shall be conclusive absent manifest error. Applied Power Inc. (doing business as Actuant Corporation) By: ______________________________________________ Name: Andrew G. Lampereur Title: Vice President, Actuant Finance Leader BORROWING REQUEST ----------------- Credit Suisse First Boston, as Administrative Agent for the Lenders, Eleven Madison Avenue New York, NY 10010 Attention of: Julia Kingsbury July 26, 2000 Ladies and Gentlemen: The undersigned refers to the Commitment Letter dated May 30, 2000 among APPLIED POWER INC., a Wisconsin corporation (doing business as Actuant Corporation) (the "Borrower"), CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York Branch ("CSFB"), FIRST UNION NATIONAL BANK and ING (U.S.) CAPITAL LLC (the "Commitment Letter") and the Credit Agreement to be entered into in connection therewith (substantially in the form delivered to you and us on the date hereof, the "Credit Agreement"). Capitalized terms used and not defined herein are used with the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made:
(E) Funds are requested to be disbursed to the Borrower's account with Bank One (Account No. 10-61597) _______________________________________ /1/ Must be an amount that is at least $5,000,000 (or the Alternative Currency Equivalent thereof) and an integral multiple of $1,000,000 (or the Alternative Currency Equivalent thereof) or equal to the remaining available balance of the applicable Commitments. /2/ Specify (a) Tranche A Term Borrowing (and the amounts of each currency applicable to such Borrowing), Tranche B Term Borrowing or Revolving Credit Borrowing and (b) Eurodollar Borrowing or ABR Borrowing. /3/ Which shall be subject to the definition of "Interest Period" in the Credit Agreement. The Borrower hereby represents and warrants that the conditions to lending specified in Section 4.01(b) and (c) of the Credit Agreement shall have been satisfied as of the date of the Borrowing. The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any LIBOR Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan to be made by such Lender (including any LIBOR Loan to be made pursuant to a conversion or continuation under Section 2.10 of the Credit Agreement) not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) being called a "Breakage Event") or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this paragraph shall be delivered to the Borrower and shall be conclusive absent manifest error. Applied Power Inc. (doing business as Actuant Corporation) By: _________________________________________ Name: Andrew G. Lampereur Title: Vice President, Actuant Finance Leader BORROWING REQUEST ----------------- Credit Suisse First Boston, as Administrative Agent for the Lenders, Eleven Madison Avenue New York, NY 10010 Attention of: Julia Kingsbury July 26, 2000 Ladies and Gentlemen: The undersigned refers to the Commitment Letter dated May 30, 2000 among APPLIED POWER INC., a Wisconsin corporation (doing business as Actuant Corporation) (the "Borrower"), CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York Branch ("CSFB"), FIRST UNION NATIONAL BANK and ING (U.S.) CAPITAL LLC (the "Commitment Letter") and the Credit Agreement to be entered into in connection therewith (substantially in the form delivered to you and us on the date hereof, the "Credit Agreement"). Capitalized terms used and not defined herein are used with the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) August 1, 2000 (B) Principal Amount of Borrowing/1/ U.S. $ 10,000,000.00 -------------------- (Ten Million U.S. Dollars) (C) Type of borrowing and interest rate basis/2/ Tranche B Term Borrowing ------------------------ (D) Interest Period and the last day thereof/3/ 30 Day ------ (E) Funds are requested to be disbursed to the Borrower's account with Bank One (Account No. 10-61597) _______________________________________ /1/ Must be an amount that is at least $5,000,000 (or the Alternative Currency Equivalent thereof) and an integral multiple of $1,000,000 (or the Alternative Currency Equivalent thereof) or equal to the remaining available balance of the applicable Commitments. /2/ Specify (a) Tranche A Term Borrowing (and the amounts of each currency applicable to such Borrowing), Tranche B Term Borrowing or Revolving Credit Borrowing and (b) Eurodollar Borrowing or ABR Borrowing. /3/ Which shall be subject to the definition of "Interest Period" in the Credit Agreement. -2- The Borrower hereby represents and warrants that the conditions to lending specified in Section 4.01(b) and (c) of the Credit Agreement shall have been satisfied as of the date of the Borrowing. The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any LIBOR Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurocurrency Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan to be made by such Lender (including any LIBOR Loan to be made pursuant to a conversion or continuation under Section 2.10 of the Credit Agreement) not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) being called a "Breakage Event") or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this paragraph shall be delivered to the Borrower and shall be conclusive absent manifest error. Applied Power Inc. (doing business as Actuant Corporation) By: ___________________________________________________ Name: Andrew G. Lampereur Title: Vice President, Actuant Finance Leader EXHIBIT A CREDIT FIRST SUISSE BOSTON ADMINISTRATIVE QUESTIONNAIRE-ACTUANT CORPORATION
Rider: New York Stock Perfection After giving effect to the delivery of the certificates representing (i) the Pledged Shares (as defined in the Security Agreement) listed on Schedule -------- 1.1(d) to the Security Agreement, together with undated stock powers, duly - ------ endorsed in blank and (ii) the Pledged Interests (as defined in the Security Agreement) listed on Schedule 1.1(c) to the Security Agreement, together with --------------- undated Interest powers, duly endorsed in blank, and assuming the continued possession and control by the Collateral Agent of such Pledged Shares and Pledged Interests in the State of New York, the security interests created in favor of the Collateral Agent under the Security Agreement constitutes a valid and perfected security interest in such Pledged Shares and Pledged Interests in favor of the Collateral Agent, and no filings or recordings in the State of New York are required to perfect (or maintain perfection of) such security interests.
