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, ▇▇▇▇ & 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
▇'▇▇▇▇▇▇ DISTRESSED TRADING MASTER LTD., by
UBS ▇'▇▇▇▇▇▇ LLC, its investment advisor
By:
-----------------------------------------
Name:
Title:
PERRY PRINCIPALS, L.L.C.
By:
-----------------------------------------
Name:
Title:
ROYAL BANK OF SCOTLAND, PLC
By:
-----------------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & 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
▇▇▇▇ INDUSTRIES INC.
By:
--------------------------------------
Name:
Title:
ELECTRONIC SOLUTIONS
By:
--------------------------------------
Name:
Title:
▇▇▇▇▇▇▇▇ ELECTRONICS LIMITED
By:
--------------------------------------
Name:
Title:
▇▇▇▇▇▇▇▇ SECURITY SYSTEMS LTD.
By:
--------------------------------------
Name:
Title:
INNOVATIVE METAL FABRICATION, INC.
By:
--------------------------------------
Name:
Title:
J ▇▇▇▇▇▇▇ MANUFACTURING (IRELAND) LTD.
By:
--------------------------------------
Name:
Title:
Guarantor Consent to Second Amendment to
DIP Credit Agreement
▇▇▇▇▇▇ MIDWEST CORPORATION
By:
--------------------------------------
Name:
Title:
▇▇▇▇▇▇ WEST INC.
By:
--------------------------------------
Name:
Title:
PRECISION FABRICATION TECHNOLOGIES INC.
By:
--------------------------------------
Name:
Title:
TOWERFLAME LIMITED
By:
--------------------------------------
Name:
Title:
▇▇▇▇▇▇ LINE EUROPE B.V.
By:
--------------------------------------
Name:
Title:
▇▇▇▇▇▇ LINE LIMITED
By:
--------------------------------------
Name:
Title:
Guarantor Consent to Second Amendment to
DIP Credit Agreement
▇▇▇▇▇▇ LINE LLC (formerly known as
APW ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇ signed an agreement for APW to purchase
the 50% share of the business from ▇▇. ▇▇▇▇. 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 ▇▇▇▇ ▇▇▇ signed an agreement for APW to purchase a 52%
stake in the Singapore operations. The deal included an option for ▇▇. ▇▇▇ to
put the 48% of the business he owns back to APW based on several valuation
calculations. ▇▇. ▇▇▇ 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 ▇▇. ▇▇▇ to sell the 52% of the business owned by APW to ▇▇. ▇▇▇
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
------------------------
▇▇ ▇▇▇▇ 32,322
------------------------
▇▇ ▇▇▇▇ 44,097
------------------------
▇▇ ▇▇▇▇ 48,269
------------------------
▇▇ ▇▇▇▇ 44,625
------------------------
▇▇ ▇▇▇▇ 42,511
------------------------
▇▇ ▇▇▇▇ 42,266
------------------------
▇▇ ▇▇▇▇ 44,964
------------------------
▇▇ ▇▇▇▇ 46,537
------------------------
▇▇ ▇▇▇▇ 49,930
------------------------
▇▇ ▇▇▇▇ 56,318
------------------------
▇▇ ▇▇▇▇ 57,721
------------------------
▇▇ ▇▇▇▇ 58,220
------------------------
▇▇ ▇▇▇▇ 64,460
------------------------
▇▇ ▇▇▇▇ 70,701
------------------------
▇▇ ▇▇▇▇ 76,941
------------------------
▇▇ ▇▇▇▇ 83,181
------------------------
Schedule
11.6-1
Schedule 11.6(a)(ii)
Capital Expenditure Covenant
(U.S. Dollars in 000's)
-----------------------
Q1 2003 6,792
-----------------------
▇▇ ▇▇▇▇ 8,892
-----------------------
▇▇ ▇▇▇▇ 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
---------------------------
▇▇ ▇▇▇▇ 818,020
---------------------------
▇▇ ▇▇▇▇ 846,709
---------------------------
▇▇ ▇▇▇▇ 867,773
---------------------------
▇▇ ▇▇▇▇ 874,000
---------------------------
▇▇ ▇▇▇▇ 888,250
---------------------------
▇▇ ▇▇▇▇ 902,500
---------------------------
▇▇ ▇▇▇▇ 926,250
---------------------------
▇▇ ▇▇▇▇ 950,000
---------------------------
▇▇ ▇▇▇▇ 983,250
---------------------------
▇▇ ▇▇▇▇ 1,030,750
---------------------------
▇▇ ▇▇▇▇ 1,054,500
---------------------------
▇▇ ▇▇▇▇ 1,064,000
---------------------------
▇▇ ▇▇▇▇ 1,094,875
---------------------------
▇▇ ▇▇▇▇ 1,125,750
---------------------------
▇▇ ▇▇▇▇ 1,156,625
---------------------------
▇▇ ▇▇▇▇ 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
-----------------------
▇▇ ▇▇▇▇ 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