Amendment Agreement to RBS and National Westminster Credit Facility – APW Electronics Group and Affiliates

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Summary

This agreement, dated September 27, 2001, amends existing credit facility agreements between APW Electronics Group PLC and its affiliates (the borrowers), The Royal Bank of Scotland plc (RBS), and National Westminster Bank plc (Natwest). The amendment aligns the terms of the RBS and Natwest facility agreements with recent changes made to a related multicurrency agreement. Key obligations include updated financial covenants, reporting requirements, and other terms. The agreement becomes effective upon execution of related documents and requires board approval from the borrowers. All other terms of the original facility agreements remain unchanged.

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EX-10.3 5 dex103.txt AMENDED RBS AND NATIONAL WESTMINSTER CREDIT AGREE Exhibit 10.3 Amended RBS and National Westminster Credit Facility Agreement THIS AMENDMENT AGREEMENT is made the 27 September 2001 BETWEEN (1) APW ELECTRONICS GROUP PLC (formerly Vero Group PLC) (2) APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED (formerly Vero Electronics Overseas Investments Limited) (3) APW ELECTRONICS LIMITED (formerly Vero Electronics Limited) (4) APW ENCLOSURES AB (formerly Vero Enclosures AB) (5) APW ELECTRONICS GmbH (formerly Vero Electronics GmbH) (6) VERO ELECTRONICS Inc. (7) APW ENCLOSURES S.A. (formerly Vero Electronics S.A.) and (8) APW ELECTRONICS S.r. L (formerly Vero Electronics S.r.L.) (each a "RBS Borrower" and together the "RBS Borrowers"); (9) THE ROYAL BANK OF SCOTLAND plc ("RBS") (10) APW ENCLOSURES PRODUCTS & SYSTEMS LIMITED and each of its subsidiaries set out in Schedule 1 (each a "Natwest Borrower" and together the "Natwest Borrowers"); and (11) NATIONAL WESTMINSTER BANK PLC ("Natwest"). WHEREAS (A) RBS and the RBS Borrowers entered into a (Pounds)27,500,000 revolving credit facility dated 24 October 1995 (as subsequently amended by two amendment agreements dated 15 May 1998 and 22 May 1998 respectively) (the "RBS Facility Agreement"). The RBS Facility Agreement was subsequently amended and restated under an amendment agreement dated 15 May 2001. (B) NatWest and the Second Borrower entered into a (Pounds)27,000,000 multi- line facility dated 20 April 2000 (the "Natwest Facility Agreement"). The Natwest Facility Agreement was subsequently amended and restated under an amendment agreement dated 15 May 2001. (C) On 31 July 2000, APW Ltd, APW North America, Inc., APW Holdings (Denmark) APS, certain financial institutions, Bank One, N.A., as syndication agent, The Chase Manhattan Bank as documentation agent and Bank of America, National Association as administrative agent ("the "US Agent") entered into a multicurrency agreement (as subsequently amended and restated on and with effect from 15 May 2001) (the "Multicurrency Agreement"). (D) RBS, Natwest, the US Agent and others entered into an intercreditor agreement dated 15/th/ May 2001 regulating, inter alia, the application of recoveries under the RBS Facility Agreement, the Natwest Facility Agreement and the Multicurrency Agreement (the "Intercreditor Agreement"). (E) Under a first amendment to the Multicurrency Agreement dated of even date herewith (the "First Amendment Agreement"), the parties to the Multicurrency Agreement agreed to amend the Multicurrency Agreement in certain respects. RBS and Natwest have agreed to make equivalent amendments to the RBS Facility Agreement and the Natwest Facility Agreement. -1- (F) The parties wish to enter into this Agreement to record the basis on which the RBS Facility Agreement and the Natwest Facility Agreement are being amended. IT IS AGREED as follows:- 1 DEFINITIONS AND INTERPRETATION In this Agreement, except where the context otherwise requires, words and expressions defined and references construed in the RBS Facility Agreement or the NatWest Facility Agreement (but not defined or construed in this Agreement) shall have the same meaning herein. 2 AMENDMENT OF FACILITY AGREEMENTS 2.1 With effect from the date hereof, subject only to Clause 3.1, it is agreed that, insofar as they are inconsistent with those provisions contained in the First Amendment Agreement specified in Clauses 2.1.1 to 2.1.14 below (but only as such provisions are in force as at the date of this Agreement), the terms of the RBS Facility Agreement and the Natwest Facility Agreement shall each be deemed to be amended, to the extent necessary to make them consistent with the following provisions:- 2.1.1 Section 1.1 - definition of "Consolidated Net Income"; 2.1.2 Section 1.2 - definition of EBITDARR; 2.1.3 Section 1.4 - Unscheduled Mandatory Reductions; 2.1.4 Section 1.5 - Required Guaranties; 2.1.5 Section 1.6 Action with Non-Guarantors; 2.1.6 Section 1.7 - Transfer of Assets; 2.1.7 Section 1.8 - Reports; 2.1.8 Section 1.9 - Quarterly Financial Covenants; 2.1.9 Section 1.10 - Monthly Financial Covenant; 2.1.10 Section 1.11- Section 7.6(b); 2.1.11 Section 1.12 - Sales of Assets; 2.1.12 Section 1.13 Investments; 2.1.13 Section 1.14 - Limitation on Debt and Subsidiary Debt; 2.1.14 Section 1.15 - Business Plan 2.2 Section 1.3 of the First Amendment Agreement (New Definition) shall be deemed to be incorporated mutatis mutandis into each of the RBS Facility Agreement and the NatWest Facility Agreement. 2.3 The parties agree to be bound by the RBS Facility Agreement and the Natwest Facility Agreement, each as amended. -2- 3 CONDITIONS PRECEDENT AND SUBSEQUENT TO THIS AMENDMENT AND RESTATEMENT AGREEMENT 3.1 This Agreement shall become effective once RBS, for itself and on behalf of Natwest, has received the First Amendment Agreement duly executed, dated the date hereof, in form and substance satisfactory to RBS, such First Amendment Agreement being conditional at that stage only on receipt of this Agreement by the Administrative Agent (as defined therein). 3.2 It shall be a condition subsequent to this Agreement that RBS shall have received in a form and substance satisfactory to it within 15 days of the date of this Agreement, a copy, certified as true and up to date copy by the Secretary of each UK Obligor, of a resolution of the board of directors of such UK Obligor approving the execution and delivery of this Agreement and the performance of its obligations hereunder and authorising a person or persons (specified by name) on behalf of each UK Obligor to sign and deliver this Agreement and any other documents to be delivered by it pursuant thereto. 4 GENERAL 4.1 The Borrowers hereby undertake that the Representations and Warranties set out in Clause 12 of the RBS Facility Agreement are true and accurate as of the date of this Agreement and represent and warrant to each of RBS and Natwest in the same terms as the representations and warranties contained in Clause 4 of the First Amendment Agreement. 4.2 RBS and Natwest shall each be paid an amendment fee of 10 basis points on their Commitment under the Multicurrency Agreement and their commitments under the RBS Facility Agreement and the Natwest Facility Agreement. 4.3 All other terms and conditions of the Facility Agreement remain unchanged, save that the creation of the security evidenced by the Collateral Documents and all other security created in favour of the Security Trustee and the Bank is expressly permitted. 4.4 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement. 4.5 The Borrowers shall on demand reimburse RBS and Natwest all reasonable costs including fees, costs and expenses (including legal fees and expenses) incurred in or in connection with the negotiation and execution of the Agreement shall pay all stamp, registration and other taxes to which any such document is, or at any time may be, subject and shall indemnify RBS and Natwest against any liabilities, expenses, costs or claims resulting from any failure to pay, or any delay in paying, such tax. 4.6 This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereto submit to the jurisdiction of the English courts. -3- Schedule
Company Registered Number Registered Office APW Enclosure Products & Systems Limited ###-###-#### Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Enclosure Systems (UK) Limited 962534 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Investments UK Limited ###-###-#### Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Holdings (UK) Limited ###-###-#### Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR Rubicon Finance Limited ###-###-#### Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Holdings (Europe) Limited ###-###-#### Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Electronics Group PLC 02889677 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Electronics Overseas Investments Limited 02889679 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Electronics Limited 00701364 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Power Supplies Limited 02037578 Unit 10, Centre One, Lysander Way, Old Sarum, Salisbury, Wilts. SP4 6BU Applied Power Limited 03528602 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Enclosure Systems (Holdings) Limited 03618666 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Enclosure Systems PLC 98900 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Galway Limited 67768 Ballybrit Business Park, Ballybrit, Galway, Republic of Ireland APW New Forest Limited 1357306 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR
-4- SIGNED FOR AND ON BEHALF OF:- THE ROYAL BANK OF SCOTLAND plc By: /s/ T. J. Smith Senior Manager SLS SIGNED FOR AND ON BEHALF OF:- NATIONAL WESTMINSTER BANK PLC By: /s/ T. J. Smith Senior Manager SLS THE RBS BORROWERS APW ELECTRONICS GROUP PLC By: APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED By: APW ELECTRONICS LIMITED By: APW ENCLOSURES AB By: APW ENCLOSURES GmbH By: -5- SIGNED FOR AND ON BEHALF OF:- THE ROYAL BANK OF SCOTLAND plc By: SIGNED FOR AND ON BEHALF OF:- NATIONAL WESTMINSTER BANK PLC By: THE RBS BORROWERS APW ELECTRONICS GROUP PLC By: /s/ Richard D. Carroll Vice President APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED By: /s/ Richard D. Carroll Vice President APW ELECTRONICS LIMITED By: /s/ Richard D. Carroll Vice President APW ENCLOSURES AB By: /s/ Richard D. Carroll Vice President APW ENCLOSURES GmbH By: /s/ Richard D. Carroll Vice President VERO ELECTRONICS INC. By: /s/ Richard D. Carroll Vice President APW ENCLOSURES S.A. By: /s/ Richard D. Carroll Vice President APW ELECTRONICS S.r. L By: /s/ Richard D. Carroll Vice President THE NATWEST BORROWERS APW ENCLOSURE PRODUCTS & SYSTEMS LIMITED By: /s/ Richard D. Carroll Vice President APW ENCLOSURE SYSTEMS (UK) LIMITED By: /s/ Richard D. Carroll Vice President APW INVESTMENTS UK LIMITED By: /s/ Richard D. Carroll Vice President APW HOLDINGS (UK) LIMITED By: /s/ Richard D. Carroll Vice President RUBICON FINANCE LIMITED By: /s/ Richard D. Carroll Vice President APW HOLDINGS (EUROPE) LIMITED By: /s/ Richard D. Carroll Vice President APW ELECTRONICS GROUP PLC By: /s/ Richard D. Carroll Vice President APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED By: /s/ Richard D. Carroll Vice President APW ELECTRONICS LIMITED By: /s/ Richard D. Carroll Vice President APW POWER SUPPLIES LIMITED By: /s/ Richard D. Carroll Vice President APPLIED POWER LIMITED By: /s/ Richard D. Carroll Vice President APW ENCLOSURE SYSTEMS (HOLDINGS) LIMITED By: /s/ Richard D. Carroll Vice President APW GALWAY LIMITED By: /s/ Richard D. Carroll Vice President APW NEW FOREST LIMITED By: /s/ Richard D. Carroll Vice President 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