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/ Xxxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Treasurer
BANK OF AMERICA, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/ M. Xxxxxx XxXxxxxx
------------------------------------------
Name: M. Xxxxxx XxXxxxxx
Title: Managing Director
BANK OF AMERICA, NATIONAL
ASSOCIATION, as a Lender
By: /s/ M. Xxxxxx XxXxxxxx
------------------------------------------
Name: M. Xxxxxx XxXxxxxx
Title: Managing Director
BNP PARIBAS
By:
------------------------------------------
Name:
Title:
GRAND STREET HOLDINGS 1, LLC by
Oaktree Capital Management,LLC, its
Managing Member
By: /s/ Xxxxxxx Xxxxxx /s/
------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
Consent (Term Loan Agreement)
GRAND STREET HOLDINGS 2, LLC by
Oaktree Capital Management, LLC, its
Managing Member
By: /s/ Xxxxxxx Xxxxxx /s/
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
GRAND STREET HOLDINGS 3, LLC by
Oaktree Capital Management, LLC, its
Managing Member
By: /s/ Xxxxxxx Xxxxxx /s/
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
GRAND STREET HOLDINGS 4, LLC by
Oaktree Capital Management, LLC, its
Managing Member
By: /s/ Xxxxxxx Xxxxxx /s/
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
GRAND STREET HOLDINGS 5, LLC by
Oaktree Capital Management, LLC, its
Managing Member
By: /s/ Xxxxxxx Xxxxxx /s/
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
Consent (Term Loan Agreement)
GRAND STREET HOLDINGS 6, LLC by
Oaktree Capital Management, LLC, its
Managing Member
By: /s/ Xxxxxxx Xxxxxx /s/
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
GRAND STREET HOLDINGS 7, LLC by
Oaktree Capital Management, LLC, its
Managing Member
By: /s/ Xxxxxxx Xxxxxx /s/
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
GRAND STREET HOLDINGS 8, LLC by
Oaktree Capital Management, LLC, its
Managing Member
By: /s/ Xxxxxxx Xxxxxx /s/
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
GRAND STREET HOLDINGS 9, LLC by
Oaktree Capital Management, LLC, its
Managing Member
By: /s/ Xxxxxxx Xxxxxx /s/
--------------------------------------------
Name: Xxxxxxx Xxxxxx
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/ Xxxxxxx Xxxxxx /s/
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
OCM OPPORTUNITIES FUND III, L.P. by
Oaktree Capital Management, LLC, its General
Partner
By: /s/ Xxxxxx X. Xxxx /s/
--------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
OCM OPPORTUNITIES FUND IV, L.P. by
Oaktree Capital Management, LLC, its General
Partner
By: /s/ Xxxxxx X. Xxxx /s/
--------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
X'XXXXXX DISTRESSED TRADING
MASTER LTD., by UBS X'Xxxxxx 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/ X. X. Xxxxx
--------------------------------------------
Name: X. X. Xxxxx
Title: Corporate Director
SOCIETE GENERALE
By: ____________________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By: ____________________________________________
Name:
Title:
XXXXXXX X. XXXXX & 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/ Xxxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APPLIED POWER CREDIT CORPORATION
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Name:
Title:
APPLIED POWER LIMITED
By: /s/ Xxxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW BRASIL, LTDA.
By: /s/ X.X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxxxxxx Xxxx Xxxxxxxx
Title: Site Leader
APW ELECTRONICS GROUP PLC
By: /s/ Xxxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
Guarantor Consent (Term Loan Agreement)
APW ELECTRONICS GMBH
By: /s/ X X Xxxxx
----------------------------------
Name:
Title:
APW ELECTRONICS LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ENCLOSURE PRODUCTS AND SYSTEMS LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ENCLOSURE SYSTEMS (UK) LIMITED
By: /s/ X X Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
Guarantor Consent (Term Loan Agreement)
APW ENCLOSURE SYSTEMS HOLDING, INC,
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name:
Title:
APW ENCLOSURE SYSTEMS HOLDINGS LIMITED
By: /s/ X X Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ENCLOSURES SYSTEMS, LP by
APW Enclosure Systems Holding, Inc., its
General Partner
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name:
Title:
APW ENCLOSURE SYSTEMS PLC
By: /s/ X X Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ENCLOSURE SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name:
Title:
Guarantor Consent (Term Loan Agreement)
APW ENCLOSURES (DUBLIN) LIMITED
By: /s/ X X Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW ENCLOSURES LIMITED
By: /s/ X X Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW FINANCE LIMITED
By: /s/ X X Xxxxx
--------------------------------
Name:
Title:
APW GALWAY LIMITED
By: /s/ X X Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW HOLDING B.V.
By: /s/ X X Xxxxx
--------------------------------
Name:
Title:
APW HOLDINGS (EUROPE) LIMITED
By: /s/ X X Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
Guarantor Consent (Term Loan Agreement)
APW INVESTMENTS UK LIMITED
By: /s/ X X Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW MAYVILLE LLC
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title:
APW NETHERLANDS B.V.
By: /s/ X X Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW NEW FOREST LIMITED
By: /s/ X X Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW NORTH AMERICA INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title:
APW POWER SUPPLIES AS
By: /s/ X X Xxxxx
--------------------------------
Name:
Title:
Guarantor Consent (Term Loan Agreement)
APW POWER SUPPLIES LTD.
By: /s/ X X Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW PRODUCTS AND SYSTEMS B.V.
By: /s/ X X Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
APW-ERIE, INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title:
ASPEN MOTION TECHNOLOGIES INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name:
Title:
C FAB DEVELOPMENTS LTD.
By: /s/ X X Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
CIPRESMAD HUNGARY GROUP
FINANCING LLC
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name:
Title:
Guarantor Consent (Term Loan Agreement)
XXXX INDUSTRIES INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
ELECTRONIC SOLUTIONS
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
XXXXXXXX ELECTRONICS LIMITED
By: /s/ X X Xxxxx
------------------------------
Name:
Title:
XXXXXXXX SECURITY SYSTEMS LTD.
By: /s/ X X Xxxxx
------------------------------
Name:
Title:
INNOVATIVE METAL FABRICATION, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
J XXXXXXX MANUFACTURING
(IRELAND) LTD.
By: /s/ X X Xxxxx
------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
Guarantor Consent (Term Loan Agreement)
XXXXXX MIDWEST CORPORATION
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
XXXXXX WEST INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
PRECISION FABRICATION
TECHNOLOGIES INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
TOWERFLAME LIMITED
By: /s/ X X Xxxxx
------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
XXXXXX LINE EUROPE B.V.
By: /s/ X X Xxxxx
------------------------------
Name:
Title:
XXXXXX LINE LIMITED
By: /s/ X X Xxxxx
------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
Guarantor Consent (Term Loan Agreement)
XXXXXX LINE LLC (formerly known as
APW Xxxxxx Line LLC)
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
ZERO-EAST DIVISION, ZERO
CORPORATION
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name:
Title:
Guarantor Consent (Term Loan Agreement)
