Second Amendment to Post-Petition Multicurrency Superpriority Credit Agreement among APW Ltd., Lenders, and Bank of America

Summary

This amendment updates the terms of a credit agreement between APW Ltd., several financial institutions, and Bank of America as agent. It revises definitions, extends loan termination dates, adjusts investment and guarantor requirements, and modifies financial covenants. The amendment also grants consents for specific transactions, waives certain lender rights related to financial restatements, and sets new fees for the lenders. The changes become effective once all required documents are signed and delivered.

EX-10.21 10 dex1021.txt FORM OF 2ND AMENDMENT TO POST-POSITION AGREEMENT Exhibit 10.21 SECOND AMENDMENT TO POST-PETITION AGREEMENT THIS SECOND AMENDMENT TO POST-PETITION AGREEMENT, dated as of December 23, 2002 (this "Amendment"), amends the Post-Petition Multicurrency Superpriority Credit Agreement, dated as of May 16, 2002 (as amended, the "Credit Agreement"), among APW Ltd., a Bermuda corporation (formerly known as AWP Ltd.) (the "Borrower"), the various financial institutions parties thereto (collectively, the "Lenders") and Bank of America, National Association, as post-petition agent (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 parties hereto have entered into the Credit Agreement; 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. As of the date hereof, the Credit Agreement is hereby amended as follows: 1.1 Amendment to Definition of EBITDA. The definition of "EBITDA" in Section 1.1 of the Credit Agreement is hereby amended by inserting the following phrase at the end of such definition: "In the event the Borrower sells its 52% interest in APW (Singapore) Pte. Ltd., EBITDA will be adjusted by excluding any non-cash charge related to such sale, up to $1,900,000, for such period." 1.2 Amendment to Definition of Stated Termination Date. The definition of "Stated Termination Date" in Section 1.1 of the Credit Agreement is hereby amended to read in its entirety as follows: "Stated Termination Date" means (a) with respect to the Tranche A Loans and the Tranche A Commitment, March 1, 2004; (b) with respect to the Tranche B Loans, the Tranche B Letters of Credit and the Tranche B Commitment, March 1, 2004 ; and (c) with respect to the Tranche C Loans and the Tranche C Commitment, May 15, 2004." 1.3 Amendment to Guarantor Requirements. Section 7.2(c)(vi) of the Credit Agreement is hereby amended by inserting the following clause at the end of such Section: "In addition to the foregoing, the Borrower and the Guarantors may make (i) an additional investment of up to $5,600,000 in APW Shanghai Ltd. (PRC); (ii) an additional investment of up to $1,900,000 for equipment and up to $1,600,000 for start-up and working capital purposes in Poland; (iii) an additional investment of up to $2,000,000 in Hong Kong to repurchase outstanding shares of stock; (iv) an additional investment of up to $4,000,000 in Singapore to repurchase outstanding shares of stock; and (v) an additional investment of up to $2,500,000 in Brazil to fully fund an escrow account; provided that any investment permitted under this sentence shall be made substantially as set forth in Schedule 7.2(c)(vi)." 1.4 Amendment to Section 11.5. Section 11.5 of the Credit Agreement is hereby amended to read in its entirety as follows: "Maintain and preserve, and (subject to Section 11.7) cause each of its Subsidiaries (other than Dissolution Subsidiaries and Excluded Subsidiaries) to maintain and preserve, (a) its existence and good standing in the jurisdiction of its organization and (b) its foreign qualification in each other jurisdiction where the nature of its business makes such qualification necessary (except in those instances in which the failure to be qualified or in good standing will not have a Material Adverse Effect)." 1.5 Amendments to Financial Covenants. Schedule 11.6 of the Credit Agreement is hereby amended to state in its entirety as provided in Schedule 11.6 attached hereto and made part hereof. 1.6 Addition of Schedule 7.2(c)(vi). Schedule 7.2(c)(vi) shall be added to the Credit Agreement as set forth in Schedule 7.2(c)(vi) attached hereto. SECTION 2. CONSENTS. The Lenders hereby consent to the following transactions, notwithstanding any provisions in the Credit Agreement to the contrary: 2.1 Purchase by APW Electronics Overseas Investments Ltd. of remaining 50% of stock of APW-Vero Electronics (China) Ltd. not presently owned for a purchase price not in excess of $2,000,000, notwithstanding any provisions of Section 11.23 of the Credit Agreement to the contrary. 2.2 (a) Purchase by APW Electronics Overseas Investments Ltd. of remaining 48% of stock of APW (Singapore) Pte. Ltd., for a purchase price not in excess of $4,000,000 notwithstanding any provisions of Section 11.23 of the Credit Agreement to the contrary or (b) Sale of 52% of such stock for $1.00 or more notwithstanding any provisions of Section 11.20 of the Credit Agreement to the contrary. 2.3 Formation of a Subsidiary in Luxembourg to be capitalized with up to $75,000,000 (consisting of up to $1,000,000 in cash and the remainder in intercompany obligations), which Subsidiary shall, within 30 days of its formation, guaranty the APW Ltd. debt and provide a security interest in all its assets, notwithstanding any provisions of Section 11.21 of the Credit Agreement to the contrary. 2.4 Dissolution of Cipresmad - Consultores E Servicos Lda and release of its Guaranty, subject to the prior formation of a Subsidiary in Luxembourg as set forth in Section 2.4 above, notwithstanding any provision of Section 7.2(b) of the Credit Agreement to the contrary. - 2 - 2.5 Dissolution of APW Mayville Ltd. and release of its Guaranty, notwithstanding any provisions of Section 7.2(b) of the Credit Agreement to the contrary. 2.6 The Post-Petition Agent signing a non-disturbance agreement with Sun Microsystems concerning certain intellectual property of the Borrower and its Subsidiaries. 2.7 Delivery of audit report by December 31, 2002, notwithstanding any provisions of Section 11.1(a) of the Credit Agreement to the contrary. SECTION 3. WAIVER. The Lenders hereby waive any rights to take action arising from the restatement of prior financial statements through the restatement of the Borrower's August 31, 2001 Form 10-K as a result of misstatements therein. SECTION 4. FEES. The Borrower hereby agrees to pay the following fees: 4.1 Amendment Fee. To the Post-Petition Agent for the account of each Lender, an amendment fee in the amount of 0.25% of such Lender's Commitments as of the date hereof, payable on the earlier of (a) the repayment of the Obligations in full and the termination of the Commitments or (b) May 15, 2004 (such earlier date, the "Fee Payment Date"). 4.2 Extension Fee. To the Post-Petition Agent for the account of each Lender, an extension fee in the amount of 0.25% of such Lender's Commitments as of the date hereof, payable on the Fee Payment Date. 4.3 Utilization Fee. To the Post-Petition Agent for the account of each Lender, pro rata based on such Lender's Commitment, a utilization fee in the aggregate amount of $2,000,000 payable, if the Tranche A Commitments or Tranche B Commitments (or the principal or accrued interest of any Tranche A or Tranche B loans) remain outstanding after November 15, 2003, on the Fee Payment Date. SECTION 5. CONDITIONS PRECEDENT. This Amendment shall become effective when each of the conditions precedent set forth in this Section shall have been satisfied, and notice thereof shall have been given by the Agent to the Borrower and the Lenders. 5.1 Receipt of Documents. The Post-Petition 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 Post-Petition Agent, and in form and substance satisfactory the Post-Petition Agent: a) Amendment. This Amendment, duly executed by the Borrower, the Post-Petition Agent and all Lenders. b) Consents. Consents of all Guarantors hereto. c) Amendment to Term Loan Agreement. An amendment, dated as of the date hereof, to the Term Loan Agreement, dated as of July 31, 2002, substantially in the form of Exhibit A attached hereto, duly executed by - 3 - the Borrower, the Administrative Agent (as defined therein) and the Majority Lenders (as defined therein). SECTION 6. REPRESENTATIONS AND WARRANTIES. To induce the Lenders and the Post-Petition Agent to enter into this Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties contained in the Credit Agreement, as hereby amended, and the other Loan Documents, and the Borrower additionally represents and warrants to the Post-Petition Agent and each Lender as follows: 6.1 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. 6.2 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. 6.3 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. SECTION 7. MISCELLANEOUS. 7.1 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. 7.2 Payment of Costs and Expenses. The Borrower agrees to pay on demand all expenses of the Post-Petition Agent (including the fees and out-of-pocket expenses of counsel to the Post-Petition Agent) in connection with the negotiation, preparation, execution and delivery of this Amendment. The Borrower also agrees to maintain a minimum of $250,000 in its retainer held by the Post-Petition Agent for KPMG and Mayer, Brown, Rowe & Maw. 7.3 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective - 4 - 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. 7.4 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. 7.5 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. 7.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. 7.7 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. [Signatures to Follow] - 5 - 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: ----------------------------------------- Name: Title: BANK OF AMERICA, NATIONAL ASSOCIATION, as Post-Petition Agent and as a Lender By: ----------------------------------------- Name: Title: 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: Second Amendment to 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: ----------------------------------------- Name: Title: OCM OPPORTUNITIES FUND III, L.P. by Oaktree Capital Management, LLC, its General Partner By: ----------------------------------------- Name: Title: OCM OPPORTUNITIES FUND IV, L.P. by Oaktree Capital Management, LLC, its General Partner By: ----------------------------------------- Name: Title: Second Amendment to DIP Credit Agreement 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: ROYAL BANK OF SCOTLAND, PLC By: ----------------------------------------- Name: Title: WILLIAM E. SIMON & SONS SPECIAL SITUATIONS PARTNERS II, L.P. By: ----------------------------------------- Name: Title: Second Amendment to DIP Credit Agreement GUARANTOR AGREEMENT AND CONSENT The undersigned Guarantors hereby agree and consent, as of the date and year first above written, to the terms and provisions of the Amendment, 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 the foregoing Amendment. AIR CARGO EQUIPMENT (UK) LIMITED By: -------------------------------------- Name: Title: APPLIED POWER CREDIT CORPORATION By: -------------------------------------- Name: Title: APPLIED POWER LIMITED By: -------------------------------------- Name: Title: APW BRASIL, LTDA. By: -------------------------------------- Name: Title: APW ELECTRONICS GROUP PLC By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement APW ELECTRONICS GMBH By: -------------------------------------- Name: Title: APW ELECTRONICS LIMITED By: -------------------------------------- Name: Title: APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED By: -------------------------------------- Name: Title: APW ENCLOSURE PRODUCTS AND SYSTEMS LIMITED By: -------------------------------------- Name: Title: APW ENCLOSURE SYSTEMS (UK) LIMITED By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement APW ENCLOSURE SYSTEMS HOLDING, INC. By: -------------------------------------- Name: Title: APW ENCLOSURE SYSTEMS HOLDINGS LIMITED By: -------------------------------------- Name: Title: APW ENCLOSURES SYSTEMS, LP by APW Enclosure Systems Holding, Inc., its General Partner By: -------------------------------------- Name: Title: APW ENCLOSURE SYSTEMS PLC By: -------------------------------------- Name: Title: APW ENCLOSURE SYSTEMS, INC. By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement APW ENCLOSURES (DUBLIN) LIMITED By: -------------------------------------- Name: Title: APW ENCLOSURES LIMITED By: -------------------------------------- Name: Title: APW FINANCE LIMITED By: -------------------------------------- Name: Title: APW GALWAY LIMITED By: -------------------------------------- Name: Title: APW HOLDING B.V. By: -------------------------------------- Name: Title: APW HOLDINGS (EUROPE) LIMITED By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement APW INVESTMENTS UK LIMITED By: -------------------------------------- Name: Title: APW MAYVILLE LLC By: -------------------------------------- Name: Title: APW NETHERLANDS B.V. By: -------------------------------------- Name: Title: APW NEW FOREST LIMITED By: -------------------------------------- Name: Title: APW NORTH AMERICA INC. By: -------------------------------------- Name: Title: APW POWER SUPPLIES AS By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement APW POWER SUPPLIES LTD. By: -------------------------------------- Name: Title: APW PRODUCTS AND SYSTEMS B.V. By: -------------------------------------- Name: Title: APW-ERIE, INC. By: -------------------------------------- Name: Title: ASPEN MOTION TECHNOLOGIES INC. By: -------------------------------------- Name: Title: C FAB DEVELOPMENTS LTD. By: -------------------------------------- Name: Title: CIPRESMAD HUNGARY GROUP FINANCING LLC By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement EDER INDUSTRIES INC. By: -------------------------------------- Name: Title: ELECTRONIC SOLUTIONS By: -------------------------------------- Name: Title: HOERMANN ELECTRONICS LIMITED By: -------------------------------------- Name: Title: HOERMANN SECURITY SYSTEMS LTD. By: -------------------------------------- Name: Title: INNOVATIVE METAL FABRICATION, INC. By: -------------------------------------- Name: Title: J HIGGINS MANUFACTURING (IRELAND) LTD. By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement MCLEAN MIDWEST CORPORATION By: -------------------------------------- Name: Title: MCLEAN WEST INC. By: -------------------------------------- Name: Title: PRECISION FABRICATION TECHNOLOGIES INC. By: -------------------------------------- Name: Title: TOWERFLAME LIMITED By: -------------------------------------- Name: Title: WRIGHT LINE EUROPE B.V. By: -------------------------------------- Name: Title: WRIGHT LINE LIMITED By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement WRIGHT LINE LLC (formerly known as APW Wright Line LLC) By: -------------------------------------- Name: Title: ZERO-EAST DIVISION, ZERO CORPORATION By: -------------------------------------- Name: Title: Guarantor Consent to Second Amendment to DIP Credit Agreement Schedule 7.2(c)(vi) Investment in Non-Guarantor Locations Additional Investment in China $5,600,000 APW Shanghai Ltd. (PRC) was originally incorporated in China with $10 million of registered capital. The agreement with the Chinese authorities, in exchange for receiving the land for free, is to fully satisfy the registered capital requirement by January 2003. To date, APW Shanghai has $4.4 million of capital, thus requiring an additional $5.6 million by January 2003. The current plan is to satisfy the $5.6 million capital requirement by capitalizing the $4.5 million inter-company loan between APW Shanghai Ltd. and APW Hungary and providing an additional $1.1 million of cash. Although not yet provided in writing, APW has received verbal approval to extend the timing of the required capitalization to June 2003. Additional Investment in Poland $1,900,000 for transfer of equipment $1,600,000 for start-up, working capital The expansion into Bydgoszcz and Plonsk will require $1.6 million of cash for start-up costs, working capital requirements, salaries, lease, etc. In addition, $1.9 million of idle equipment will be transferred to the Plonsk facility by February 2003. Repurchase of Hong Kong share capital during 2003 Third Fiscal Quarter $2,000,000 In February 2001, APW and Matthew Chow signed an agreement for APW to purchase the 50% share of the business from Mr. Chow. Valuation of this 50% share was established as 6X EBIT as of December 31, 2000 x 50% or $2 million. Timing of this transaction has been delayed as APW has investigated the possibility that the contract may have been non-binding. Although APW continues to pursue other avenues to reduce or eliminate this obligation, legal counsel has advised that the contract is legally binding and must be satisfied. Timing is expected to be Q2 of FY 03. Repurchase of Singapore share capital during 2003 Third Fiscal Quarter $4,000,000 In March 2000, APW and Mark Kou signed an agreement for APW to purchase a 52% stake in the Singapore operations. The deal included an option for Mr. Kou to put the 48% of the business he owns back to APW based on several valuation calculations. Mr. Kou exercised his put option in September 2001 with a required payment of $4 million. APW has pursued other Schedule 7.2(c)(iv)-1 avenues to reduce or eliminate this obligation. Timing is expected to be Q3 of FY 03. Unless an alternate resolution is reached, APW is currently in discussions with Mr. Kou to sell the 52% of the business owned by APW to Mr. Kou and avoid paying the $4 million. Brazil earn out/escrow due 2003 Fourth Fiscal Quarter $2,500,000 An escrow balance of $4 million was established as part of APW's purchase of the Brazilian operations in December 2000. During FY 2002, a required $2.5 million earnout payment was funded from the escrow reducing the escrow balance to $1.5 million. The escrow is required to be fully funded with the additional $2.5 million by June 2003. Schedule 7.2(c)(iv)-2 Schedule 11.6 Schedule 11.6(a)(i) EBITDA Covenant (U.S. Dollars in 000's) ------------------------ Oct-02 (10,386) ------------------------ Nov-02 (14,680) ------------------------ Dec-02 (17,433) ------------------------ Jan-03 (17,290) ------------------------ Feb-03 (15,458) ------------------------ Mar-03 (13,520) ------------------------ Apr-03 (10,792) ------------------------ May-03 (4,727) ------------------------ Jun-03 1,213 ------------------------ Jul-03 6,987 ------------------------ Aug-03 13,519 ------------------------ Q1 2004 32,322 ------------------------ Q2 2004 44,097 ------------------------ Q3 2004 48,269 ------------------------ Q4 2004 44,625 ------------------------ Q1 2005 42,511 ------------------------ Q2 2005 42,266 ------------------------ Q3 2005 44,964 ------------------------ Q4 2005 46,537 ------------------------ Q1 2006 49,930 ------------------------ Q2 2006 56,318 ------------------------ Q3 2006 57,721 ------------------------ Q4 2006 58,220 ------------------------ Q1 2007 64,460 ------------------------ Q2 2007 70,701 ------------------------ Q3 2007 76,941 ------------------------ Q4 2007 83,181 ------------------------ Schedule 11.6-1 Schedule 11.6(a)(ii) Capital Expenditure Covenant (U.S. Dollars in 000's) ----------------------- Q1 2003 6,792 ----------------------- Q2 2003 8,892 ----------------------- Q3 2003 11,832 ----------------------- Q4 2003 15,507 ----------------------- Fiscal 2004 21,000 ----------------------- Fiscal 2005 21,000 ----------------------- Fiscal 2006 26,250 ----------------------- Fiscal 2007 31,500 ----------------------- Schedule 11.6-2 Schedule 11.6(a)(iii) Revenue Covenant (U.S. Dollars in 000's) --------------------------- Oct-02 209,832 --------------------------- Nov-02 197,518 --------------------------- Dec-02 187,934 --------------------------- Jan-03 177,097 --------------------------- Feb-03 175,560 --------------------------- Mar-03 180,082 --------------------------- Apr-03 187,437 --------------------------- May-03 197,436 --------------------------- Jun-03 209,204 --------------------------- Jul-03 218,828 --------------------------- Aug-03 226,523 --------------------------- Q1 2004 818,020 --------------------------- Q2 2004 846,709 --------------------------- Q3 2004 867,773 --------------------------- Q4 2004 874,000 --------------------------- Q1 2005 888,250 --------------------------- Q2 2005 902,500 --------------------------- Q3 2005 926,250 --------------------------- Q4 2005 950,000 --------------------------- Q1 2006 983,250 --------------------------- Q2 2006 1,030,750 --------------------------- Q3 2006 1,054,500 --------------------------- Q4 2006 1,064,000 --------------------------- Q1 2007 1,094,875 --------------------------- Q2 2007 1,125,750 --------------------------- Q3 2007 1,156,625 --------------------------- Q4 2007 1,187,500 --------------------------- Schedule 11.6-3 Schedule 11.6(a)(iv) Fixed Charge Coverage Covenant ---------------------- Oct-02 (0.90) ---------------------- Nov-02 (1.18) ---------------------- Dec-02 (1.34) ---------------------- Jan-03 (1.48) ---------------------- Feb-03 (1.72) ---------------------- Mar-03 (2.04) ---------------------- Apr-03 (2.63) ---------------------- May-03 (1.66) ---------------------- Jun-03 (1.12) ---------------------- Jul-03 (0.54) ---------------------- Aug-03 (0.07) ---------------------- Q1 2004 1.43 ---------------------- Q2 2004 2.18 ---------------------- Q3 2004 2.40 ---------------------- Q4 2004 2.04 ---------------------- Q1 2005 1.59 ---------------------- Q2 2005 1.34 ---------------------- Q3 2005 1.32 ---------------------- Q4 2005 1.24 ---------------------- Q1 2006 1.19 ---------------------- Q2 2006 1.27 ---------------------- Q3 2006 1.14 ---------------------- Q4 2006 1.02 ---------------------- Q1 2007 1.19 ---------------------- Q2 2007 1.36 ---------------------- Q3 2007 1.54 ---------------------- Q4 2007 1.72 ---------------------- Schedule 11.6-4 Schedule 11.6(a)(v) Leverage Ratio Covenant ----------------------- Oct-02 (17.62) ----------------------- Nov-02 (12.97) ----------------------- Dec-02 (10.75) ----------------------- Jan-03 (10.92) ----------------------- Feb-03 (12.43) ----------------------- Mar-03 (14.41) ----------------------- Apr-03 (18.33) ----------------------- May-03 (42.75) ----------------------- Jun-03 167.91 ----------------------- Jul-03 29.75 ----------------------- Aug-03 15.19 ----------------------- Q1 2004 5.99 ----------------------- Q2 2004 4.17 ----------------------- Q3 2004 3.82 ----------------------- Q4 2004 4.10 ----------------------- Q1 2005 4.36 ----------------------- Q2 2005 4.04 ----------------------- Q3 2005 3.91 ----------------------- Q4 2005 3.73 ----------------------- Q1 2006 3.42 ----------------------- Q2 2006 2.99 ----------------------- Q3 2006 2.86 ----------------------- Q4 2006 2.79 ----------------------- Q1 2007 2.39 ----------------------- Q2 2007 2.05 ----------------------- Q3 2007 1.77 ----------------------- Q4 2007 1.54 ----------------------- Schedule 11.6-5 Schedule 11.6(a)(vi) Cash Restructuring Covenant (U.S. Dollars in 000's) ---------------------- Oct-02 30,000 ---------------------- Nov-02 30,000 ---------------------- Dec-02 30,000 ---------------------- Jan-03 30,000 ---------------------- Feb-03 30,000 ---------------------- Mar-03 30,000 ---------------------- Apr-03 30,000 ---------------------- May-03 30,000 ---------------------- Jun-03 30,000 ---------------------- Jul-03 30,000 ---------------------- Aug-03 30,000 ---------------------- Q1 2004 0 ---------------------- Q2 2004 0 ---------------------- Q3 2004 0 ---------------------- Q4 2004 0 ---------------------- Q1 2005 0 ---------------------- Q2 2005 0 ---------------------- Q3 2005 0 ---------------------- Q4 2005 0 ---------------------- Q1 2006 0 ---------------------- Q2 2006 0 ---------------------- Q3 2006 0 ---------------------- Q4 2006 0 ---------------------- Q1 2007 0 ---------------------- Q2 2007 0 ---------------------- Q3 2007 0 ---------------------- Q4 2007 0 ---------------------- Schedule 11.6-6 Exhibit A Form of Amendment to Term Loan Agreement [To be attached] Exhibit A-1