Exhibit 4.5
THIS AMENDMENT AGREEMENT is made the 13/th/ day of December 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", together the "Natwest
Borrowers" and, together with the RBS Borrowers the "Borrowers"); and
(11) NATIONAL WESTMINSTER BANK PLC ("Natwest").
WHEREAS
(A) RBS and the RBS Borrowers entered into a (pound)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 and
as further amended by an amendment agreement dated 27 September 2001.
(B) NatWest and the NatWest Borrowers entered into a (pound)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 and as further amended by an
amendment agreement dated 27 September 2001.
(C) On 31 July 0000, XXX Xxx, XXX Xxxxx Xxxxxxx, 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 and as further amended by a
first amendment agreement dated 27 September 2001) (the "Multicurrency
Agreement")
(D) RBS, Natwest, the US Agent and others entered into an intercreditor
agreement dated 15th 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").
________________________________________________________________________________
-1-
(E) Under a second amendment to the Multicurrency Agreement dated of even
date herewith (the "Second 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.
(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 Second Amendment Agreement specified in Clauses 2.1.1 to
2.1.6 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 1.3 - Net Proceeds of Disposition of Assets;
2.1.2 Section 1.4 - Fees;
2.1.3 Section 1.5 - Audit Report;
2.1.4 Section 1.6 - Quarterly Financial Covenants;
2.1.5 Section 1.7 - Monthly Financial Covenant
2.1.6 Section 1.8 - Restricted Payments insofar as it relates to
permitting the payment of dividends of $42,000 semi-annually on
the preferred stock of XxXxxx Midwest Corporation;
2.2 Interest and Fees
All accrued interest and fees payable under the RBS Facility Agreement
and the NatWest Facility Agreement shall notwithstanding any provision to
the contrary contained therein, be due on the last Banking Day (as
defined in the RBS Facility Agreement) of each calendar month, including,
without prejudice to the generality of the foregoing:
2.2.1 interest payable in respect of the Overdraft and Short Term
Advances Option contained in the RBS Facility Agreement; and
2.2.2 interest payable in respect of the Loan, Corporate Dealing Line,
Overdraft and, if applicable, the Ancillaries (as defined therein)
contained in the NatWest Facility Agreement.
________________________________________________________________________________
-2-
2.3 Mandatory Prepayment
Upon the disposition of any assets of APW Ltd or any of its Subsidiaries
or the occurrence of any of the other events listed in Clause 2.8(b) of
the Multicurrency Agreement that results in a reduction in the Combined
Commitments (as defined in the Multicurrency Agreement), the Combined
Commitments shall, to the extent specified in such Clause 2.8(b), be
reduced, in the manner set forth in the Intercreditor Agreement, RBS and
NatWest are each hereby authorised to take such steps as are necessary to
effect the resulting reduction in the UK Commitments (as defined in the
Intercreditor Agreement).
2.4 The parties agree to be bound by the RBS Facility Agreement and the
Natwest Facility Agreement, each as amended.
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 both (a) the Second Amendment Agreement duly
executed, dated the date hereof, in form and substance satisfactory to
RBS, such Second Amendment Agreement being conditional at that stage only
on receipt of this Agreement by the Administrative Agent (as defined
therein) and (b) an amendment to the First Tranche Warrant Certificate
and a Second Tranche Warrant Certificate in the form attached as Exhibit
B and C to the Second Amendment Agreement giving RBS (on behalf of itself
and NatWest) such rights in respect of additional shares in APW Ltd as
may be agreed between APW Ltd, the Agent under the Muticurrency Agreement
and RBS.
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 3 of the Second 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 on
the date on which the amendment fee is payable to each Bank (as defined
therein) in accordance with Section 1.10 of the Second Amendment
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.
________________________________________________________________________________
-3-
4.4 A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Xxx 0000 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 For the avoidance of doubt, this Agreement shall constitute a UK Finance
Document (as defined in the RBS Facility and NatWest Facility).
4.7 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.
________________________________________________________________________________
-4-
Schedule
Company Registered Number Registered Office
APW Enclosure Products & Systems 3618668 Electron Way, Chandlers Ford, Xxxxxxxxx,
Xxxxxxx Xxxxxxxxx, XX00 0XX
APW Enclosure Systems (UK) Limited 962534 Electron Way, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx, XX00 0XX
APW Investments UK Limited 2873016 Electron Way, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx, XX00 0XX
APW Holdings (UK) Limited 2894364 Electron Way, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx, XX00 0XX
Rubicon Finance Limited 2868702 Electron Way, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx, XX00 0XX
APW Holdings (Europe) Limited 2868712 Electron Way, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx, XX00 0XX
APW Electronics Group plc 02889677 Electron Way, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx, XX00 0XX
APW Electronics Overseas Investments 02889679 Electron Way, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxxx, XX00 0XX
APW Electronics Limited 00701364 Electron Way, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx, XX00 0XX
APW Power Supplies Limited 02037578 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxx,
XX0 0XX
Applied Power Limited 03528602 Electron Way, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx, XX00 0XX
APW Enclosure Systems Holdings 03618666 Electron Way, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxxx, XX00 0XX
APW Enclosure Systems plc 98900 Electron Way, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx, XX00 0XX
APW Galway Limited 00000 Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxx, Xxxxxxxx of Ireland
APW New Forest Limited 1357306 Xxxxxxxx Xxx, Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx, XX00 0XX
________________________________________________________________________________
-5-
SIGNED FOR AND ON BEHALF OF:-
THE ROYAL BANK OF SCOTLAND plc
By: /s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Manager, Specialised Lending Services
SIGNED FOR AND ON BEHALF OF:-
NATIONAL WESTMINSTER BANK PLC
By: /s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Manager, Specialised Lending Services
THE RBS BORROWERS
APW ELECTRONICS GROUP PLC
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW ELECTRONICS LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW ENCLOSURES AB
By:
APW ELECTRONICS GmbH
By: /s/ Xxxx Xxxxxxxxxx
Geschaftsfuhrer
________________________________________________________________________________
-6-
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/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW ELECTRONICS LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW ENCLOSURES AB
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
APW ELECTRONICS GmbH
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
________________________________________________________________________________
-7-
VERO ELECTRONICS INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
APW ENCLOSURES S.A.
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
APW ELECTRONICS S.r. L
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
THE NATWEST BORROWERS
APW ENCLOSURE SYSTEMS PLC
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW ENCLOSURE PRODUCTS & SYSTEMS LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW ENCLOSURE SYSTEMS (UK) LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW INVESTMENTS UK LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW HOLDINGS (UK) LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
________________________________________________________________________________
-8-
VERO ELECTRONICS INC.
By:
APW ENCLOSURES S.A.
By:
APW ELECTRONICS S.r. L
By:
THE NATWEST BORROWERS
APW ENCLOSURE SYSTEMS PLC
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW ENCLOSURE PRODUCTS & SYSTEMS LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW ENCLOSURE SYSTEMS (UK) LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW INVESTMENTS UK LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW HOLDINGS (UK) LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
________________________________________________________________________________
-9-
RUBICON FINANCE LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW HOLDINGS (EUROPE) LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW ELECTRONICS GROUP PLC
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW ELECTRONICS LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW POWER SUPPLIES LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
APPLIED POWER LIMITED
________________________________________________________________________________
-10-
RUBICON FINANCE LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW HOLDINGS (EUROPE) LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW ELECTRONICS GROUP PLC
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW ELECTRONICS LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW POWER SUPPLIES LIMITED
By: /s/ Jesper Bilde
Jesper Bilde
APPLIED POWER LIMITED
________________________________________________________________________________
-11-
RUBICON FINANCE LIMITED
By:
APW HOLDINGS (EUROPE) LIMITED
By:
APW ELECTRONICS GROUP PLC
By:
APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED
By:
APW ELECTRONICS LIMITED
By: /s/ [illegible in original]
Company Secretary
For and on Behalf of Quayseco Limited
APW POWER SUPPLIES LIMITED
By:
APPLIED POWER LIMITED
________________________________________________________________________________
-12-
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW ENCLOSURE SYSTEMS HOLDINGS LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW GALWAY LIMITED
By:
APW NEW FOREST LIMITED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
________________________________________________________________________________
-13-
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW ENCLOSURE SYSTEMS HOLDINGS LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW GALWAY LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW NEW FOREST LIMITED
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
________________________________________________________________________________
-14-
AGREEMENT AND CONSENT
---------------------
The undersigned Guarantors hereby agree and consent, as at the date and year
first above written, to the terms and provisions of the foregoing amendment
Agreement, and agree that the guarantee documents and facility agreements
executed by the undersigned Guarantors shall remain in full force and effect
notwithstanding the provisions of the foregoing amendment Agreement.
Wrightline Limited
By: /s/ P.L. Harricote
P.L. Harricote
Director
Applied Power Limited
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW Electronics Limited
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW Electronics Overseas Investments Limited
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW Enclosure Products and Systems Limited
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
________________________________________________________________________________
-15-
AGREEMENT AND CONSENT
---------------------
The undersigned Guarantors hereby agree and consent, as at the date and year
first above written, to the terms and provisions of the foregoing amendment
Agreement, and agree that the guarantee documents and facility agreements
executed by the undersigned Guarantors shall remain in full force and effect
notwithstanding the provisions of the foregoing amendment Agreement.
Wrightline Limited
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Applied Power Limited
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW Electronics Limited
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW Electronics Overseas Investments Limited
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW Enclosure Products and Systems Limited
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
________________________________________________________________________________
-16-
APW Enclosure Systems (UK) Limited
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW Enclosure Systems Holdings Limited
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW Enclosure Systems plc
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW Holdings (Europe) Limited
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW Holdings (UK) Limited
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW Investments UK Limited
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW New Forest Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
--------------------------------------------------------------------------------
-17-
APW Enclosure Systems (UK) Limited
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW Enclosure Systems Holdings Limited
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW Enclosure Systems plc
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW Holdings (Europe) Limited
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW Holdings (UK) Limited
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW Investments UK Limited
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW New Forest Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
--------------------------------------------------------------------------------
-18-
High Speed Production (Holdings) Limited
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Rubicon Finance Limited
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
APW Power Supplies Ltd
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
APW Electronics Group Plc
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Towerflame Limited
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Air Cargo Equipment (UK) Limited
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
APW Finance Limited
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
--------------------------------------------------------------------------------
-19-
High Speed Production (Holdings) Limited
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
Rubicon Finance Limited
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
APW Power Supplies Ltd
By: /s/ [illegible in original]
Company Secretary
For and on Behalf of Quayseco Limited
APW Electronics Group Plc
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
Towerflame Limited
By:
Air Cargo Equipment (UK) Limited
By:
APW Finance Limited
By:
--------------------------------------------------------------------------------
-20-
Zero XxXxxx Europe Ltd
By:
Zero Cases Europe Ltd
By:
XxXxxx Europe Ltd
By:
East Anglian Metal Merchants Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
Electroncis Packaging Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
VERO Connectors Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
VERO Electroncis (Exports) Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
--------------------------------------------------------------------------------
-21-
Zero XxXxxx Europe Ltd
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Zero Cases Europe Ltd
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
XxXxxx Europe Ltd
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
East Anglian Metal Merchants Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Electroncis Packaging Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
VERO Connectors Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
VERO Electroncis (Exports) Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
--------------------------------------------------------------------------------
-22-
VERO Circuitboards Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Xxxxx-Bedco Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Xxxxx-Bedco Standard Products Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Xxxxx-Bedco Special Products Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Instant Finishers Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Malcoe Enclosures Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Malcoe Security Products Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
--------------------------------------------------------------------------------
-23-
VERO Circuitboards Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
Xxxxx-Bedco Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
Xxxxx-Bedco Standard Products Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
Xxxxx-Bedco Special Products Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
Instant Finishers Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
Malcoe Enclosures Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
Malcoe Security Products Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
--------------------------------------------------------------------------------
-24-
Malcoe Telecommunications Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Beeley Wood Holdings Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
HSP Sheffield Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
High Speed Production (Scotland) Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
HSP Strathclyde Ltd
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
--------------------------------------------------------------------------------
-25-
Malcoe Telecommunications Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
Beeley Wood Holdings Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
HSP Sheffield Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
High Speed Production (Scotland) Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
HSP Strathclyde Ltd
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Company Secretary
--------------------------------------------------------------------------------
-26-
