EXHIBIT 4.14
EXECUTION COPY
SIXTH AMENDMENT TO THE LOAN DOCUMENTS AND
FIRST AMENDMENT TO THE STANDSTILL AGREEMENT
SIXTH AMENDMENT TO THE LOAN DOCUMENTS AND FIRST AMENDMENT TO THE
STANDSTILL AGREEMENT, dated as of May 21, 2002 (this "Amendment"), to the
Standstill Agreement and Fifth Amendment to the Credit Agreement dated as of
April 15, 2002 (as amended, supplemented or otherwise modified from time to
time, the "Standstill Agreement"), among the Borrowing Subsidiaries signatories
thereto, the Foreign Subsidiary Guarantors signatories thereto, GNB Battery
Technologies Japan, Inc., (GNB Battery Technologies Japan, Inc., together with
the Borrowing Subsidiaries and the Foreign Subsidiary Guarantors, the
"Standstill Parties"), the Standstill Lenders (as defined in the Credit
Agreement), Credit Suisse First Boston, as administrative agent (in such
capacity, the "Administrative Agent") for the Standstill Lenders, and others.
PRELIMINARY STATEMENTS
(1) The Company has requested that the DIP Lenders amend certain
provisions of the Post-Petition Credit Agreement, including amendments to
certain of the Cross Referenced Covenants incorporated by reference in the
Standstill Agreement.
(2) The Standstill Parties have requested that the Standstill Lenders
make conforming changes to the Cross Referenced Covenants in the Standstill
Agreement. The Standstill Lenders are willing to consent to such amendments upon
and subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Standstill Agreement or
the Credit Agreement and used herein shall have the meanings given to them in
the Standstill Agreement or the Credit Agreement, as applicable.
SECTION 2. Amendments to Standstill Agreement. On the Effective Date
(as hereinafter defined) the Standstill Agreement shall be amended as follows:
(a) Amendments to Section 6. For the purposes of incorporation into
the Standstill Agreement, the Cross Referenced Covenants in Sections 8.1, 8.3,
8.4 and 8.6 of the Post-Petition Credit Agreement are amended as set forth in
the "First Amendment to Credit Agreement" attached hereto as Exhibit A and shall
continue to be incorporated by reference as if fully set forth in the Standstill
Agreement as so amended.
(b) Amendments to Section 11. Section 11(a) shall be amended by (i)
deleting "30" appearing in the last sentence and replacing it with "60" and (ii)
replacing the period at the
Sixth Amendment to Loan Documents
end of the last sentence with a comma and adding immediately after the comma new
language to read as follows:
"provided, that the following Subsidiaries shall grant the
Standstill Lenders' Liens on their Property no later than May 31,
2002: BIG Batteries Limited, CMP Batteries Ltd., Deta UK Limited, Euro
Exide Corporation Limited, Exide Batteries Limited, Exide (Dagenham)
Limited, Exide Holdings Limited, Friwo Batteries Limited, Fulmen UK
Limited, Gemala Ireland (Holdings) Limited, GNB Technologies Limited,
MBD National Limited, National Battery Distribution Limited, Nord
Group Limited, OHE Limited, Spitfire Batteries Limited, TS Batteries
Limited and Exide Canada, Inc."
(c) Addition of New Section 24. The Standstill Agreement shall be
amended by adding the following new Section 24 to read as follows:
"SECTION 24. Fonde de Pouvoir. Without limiting the powers of the
Collateral Agent (as defined in the Collateral Agency Agreement dated
as of April 15, 2002 (the "Collateral Agency Agreement")) from time to
time under the Collateral Agency Agreement or under any of the Loan
Documents, each Standstill Lender hereby acknowledges that the
Collateral Agent shall, for purposes of holding any Liens on
Collateral granted by any Subsidiary organized under the laws of
Canada pursuant to the laws of the Province of Quebec to secure
payment of all liabilities, Obligations and Indebtedness of the
Borrowing Subsidiaries and the Foreign Subsidiary Guarantors to the
Standstill Lenders, the Administrative Agent and the Collateral Agent,
including, but not limited to, any bonds, notes or other titles of
indebtedness, be the holder of an irrevocable power of attorney or
fonde de pouvoir (within the meaning of the Civil Code of Quebec) for
all present and future Standstill Lenders who will agree to an
assignment of participation at the time of such assignment, and in
particular for all present and future holders of such bonds, notes, or
other titles of indebtedness. Notwithstanding the provisions of
Section 32 of an Act respecting powers of legal persons (Quebec)
(formerly the Special Corporate Powers Act (Quebec)), the Collateral
Agent may acquire and be the holder of such bonds, notes or other
titles of indebtedness."
SECTION 3. Conditions to Effectiveness. This Amendment shall be
effective on the date on which the Administrative Agent shall have signed the
Amendment and all of the following conditions precedent have been satisfied (the
"Effective Date"):
(a) The Administrative Agent shall have received this Amendment,
executed and delivered by a duly authorized officer of each of the Standstill
Parties.
(b) The Administrative Agent shall have received this Amendment,
executed by the Required Standstill Lenders, or as to any of the Standstill
Lenders, advice satisfactory to the Administrative Agent that such Standstill
Lender has executed this Amendment.
(c) After giving effect to the Amendment, no Standstill Event shall
have occurred and be continuing, and the representations and warranties
contained in the Standstill
Sixth Amendment to Loan Documents
Agreement shall be correct in all material respects as though made on and as of
the Effective Date.
(d) All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this Amendment shall be satisfactory in all respects in form and
substance to the Administrative Agent.
SECTION 4. Representations and Warranties. To induce the Standstill
Lenders parties hereto to enter into this Amendment, each of the Standstill
Parties hereby represents and warrants to the Administrative Agent and all of
the Standstill Lenders the following:
(a) The execution, delivery and performance by each Standstill Party
of the Amendment and the Loan Documents to which it is a party, as amended
hereby, are within such Standstill Party's corporate powers, have been duly
authorized by all necessary corporate action, and do not (i) contravene such
Standstill Party's Constituent Documents, (ii) violate any law (including,
without limitation, the Securities Exchange Act of 1934), rule, regulation
(including, without limitation, Regulation X of the Board of Governors of the
Federal Reserve System), order, writ, judgment, injunction, decree,
determination or award applicable to such Standstill Party, or (iii) conflict
with or result in the breach of, or constitute a default under, any Contractual
Obligation, including, without limitation, the bilateral loan documents, of EHE,
EHA or any of their Subsidiaries. As of the Effective Date, no Standstill Party
is in violation of any such law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or in breach of any such contract,
loan agreement, indenture, mortgage, deed of trust, lease or other instrument,
the violation or breach of which is reasonably expected to have a Material
Adverse Effect.
(b) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other third
party is required to be obtained by the Standstill Parties in connection with
the execution and delivery, or performance by any Standstill Party of any of its
obligations under the Amendment and the Standstill Agreement, as amended hereby.
(c) The Amendment has been duly executed and delivered by each
Standstill Party, and is the legal, valid and binding obligation of such
Standstill Party, enforceable against such Standstill Party in accordance with
its terms except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or limiting creditors' rights or by
equitable principles generally.
(d) No Standstill Party has an existing claim against any Standstill
Lender arising out of, relating to or in connection with the Loan Documents.
(e) As of the Effective Date, EHE is not in breach of, or in default
under, the DM Agreement, and no Foreign Subsidiary is in breach of, or in
default under, any other Contractual Obligation, binding on or affecting any
Foreign Subsidiary or any of their properties, where the consequence of such
default is to confer rights upon any person against such Foreign Subsidiary
which, if exercised, can be reasonably expected to have a Material Adverse
Effect.
Sixth Amendment to Loan Documents
(f) The representations and warranties made by each of the Standstill
Parties in the Loan Documents are true and correct in all material respects on
and as of the date hereof, after giving effect to the effectiveness of this
Amendment, as if made on and as of the date hereof.
SECTION 5. Reference to and Effect on the Loan Documents.
(a) On and after the Effective Date, each reference in the Standstill
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Standstill Agreement and each reference in the Credit Agreement
and other Loan Documents to "the Standstill Agreement", "thereunder", "thereof"
or words of like import referring to the Standstill Agreement, shall mean and be
a reference to the Standstill Agreement as amended and otherwise modified
hereby.
(b) The Standstill Agreement, the Credit Agreement and each of the
other Loan Documents, except to the extent of the amendments and other
modifications specifically provided above, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Standstill Lender or any Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 6. Affirmation of Loan Documents. Each Standstill Party, in
its capacity as a Guarantor or otherwise, hereby consents to the modification of
the Standstill Agreement effected hereby and hereby acknowledges and agrees that
the terms of this Amendment shall not affect in any way its obligations and
liabilities under the Credit Agreement, including under its guarantee, the
Standstill Agreement or any other Loan Document to which it is a party, all of
which obligations and liabilities shall remain in full force and effect and each
of which is hereby reaffirmed.
SECTION 7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Waiver of Jury Trial. Each of the Standstill Parties, the
Administrative Agent and the Standstill Lenders irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Amendment or the
actions of the Administrative Agent or any Standstill Lender in the negotiation,
administration, performance or enforcement thereof.
SECTION 9. Execution in Counterparts. This Amendment may be executed
by one or more of the parties to this Amendment on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
Sixth Amendment to Loan Documents
SECTION 10. Costs and Expenses. EHE hereby agrees to pay, and each of
the other Foreign Subsidiary Guarantors guarantees payment (subject to the
exceptions set forth in Schedule 10.1 of the Credit Agreement) of, all
reasonable costs and expenses associated with the preparation, execution,
delivery, administration, and enforcement of this Amendment, including, without
limitation, the fees and expenses of the Administrative Agent's counsel
(including local counsel in foreign jurisdictions) and financial advisor and the
out-of-pocket expenses of the Steering Committee (in each case, whether incurred
prior to or after the Effective Date).
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Sixth Amendment to Loan Documents
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.
Each of the following Subsidiaries as a
Borrowing Subsidiary and as a Guarantor,
subject to the limitations, if any,
contained in Section 10.1 of the Credit
Agreement
EXIDE HOLDING EUROPE S.A.
By:__________________________________
Name:
Title:
COMPAGNIE EUROPEENNE D'ACCUMULATEURS S.A.
By:__________________________________
Name:
Title:
EURO EXIDE CORPORATION LIMITED
By:__________________________________
Name:
Title:
SOCIEDAD ESPANOLA DEL ACUMULADOR ▇▇▇▇▇ ▇.▇.
By:__________________________________
Name:
Title:
TUDOR A.B.
By:__________________________________
Name:
Title:
Sixth Amendment to Loan Documents
EXIDE TECHNOLOGIES NEDERLAND B.V.
By:__________________________________
Name:
Title:
CMP BATTERIES LIMITED
By:__________________________________
Name:
Title:
DEUTSCHE EXIDE STANDBY GMBH
By:__________________________________
Name:
Title:
DEUTSCHE EXIDE GMBH
By:__________________________________
Name:
Title:
MERCOLEC TUDOR B.V.
By:__________________________________
Name:
Title:
Sixth Amendment to Loan Documents
Each of the following Subsidiaries as a
Guarantor, subject to the limitations, if
any, contained in Section 10.1 of the
Credit Agreement
FULMEN IBERICA S.L.
By:__________________________________
Name:
Title:
CMP BATTERIJEN N.V.
By:__________________________________
Name:
Title:
EXIDE AUTOMOTIVE BATTERIE GMBH
By:__________________________________
Name:
Title:
▇▇▇▇▇ BATTERIE AG
By:__________________________________
Name:
Title:
ELECTRO MERCANTIL INDUSTRIAL S.L.
By:__________________________________
Name:
Title:
EXIDE (DAGENHAM) LIMITED
By:__________________________________
Name:
Title:
FULMEN UK LIMITED
By:__________________________________
Name:
Title:
Sixth Amendment to Loan Documents
EXIDE AUTOMOTIVE S.A.
By:__________________________________
Name:
Title:
SOCIEDADE PORTUGUESA DO ACUMULADOR
▇▇▇▇▇ ▇.▇.
By:__________________________________
Name:
Title:
EXIDE DANMARK A/S
By:__________________________________
Name:
Title:
EXIDE BATTERIER AB
By:__________________________________
Name:
Title:
CENTRA S.A.
By:__________________________________
Name:
Title:
▇▇▇▇▇▇▇▇ & WOLF BATTERIETECHNIK GMBH
By:__________________________________
Name:
Title:
EXIDE S0NNAK A/S
By:__________________________________
Name:
Title:
Sixth Amendment to Loan Documents
EXIDE BATTERIES LIMITED
By:__________________________________
Name:
Title:
B.I.G. BATTERIES LIMITED
By:__________________________________
Name:
Title:
EXIDE LENDING LIMITED
By:__________________________________
Name:
Title:
EXIDE ITALIA S.R.L.
By:__________________________________
Name:
Title:
INDUSTRIA COMPOSIZIONI STAMPATE, SPA
By:__________________________________
Name:
Title:
EXIDE HOLDINGS LIMITED
By:__________________________________
Name:
Title:
EXIDE TECHNOLOGIES HOLDING BV
By:__________________________________
Name:
Title:
Sixth Amendment to Loan Documents
EXIDE TRANSPORTATION HOLDING EUROPE, SL
By:__________________________________
Name:
Title:
EXIDE AUSTRALIA PTY LIMITED
By:__________________________________
Name:
Title:
EXIDE TECHNOLOGIES LIMITED
By:__________________________________
Name:
Title:
EXIDE HOLDING ASIA PTE LIMITED
By:__________________________________
Name:
Title:
GNB TECHNOLOGIES (CHINA) LIMITED
By:__________________________________
Name:
Title:
EXIDE SINGAPORE PTE LIMITED
By:__________________________________
Name:
Title:
EXIDE CANADA INC.
By:__________________________________
Name:
Title:
Sixth Amendment to Loan Documents
1036058 ONTARIO INC.
By:__________________________________
Name:
Title:
Sixth Amendment to Loan Documents
GNB BATTERY TECHNOLOGIES JAPAN, INC.
As a Guarantor, subject to the limitations,
if any, contained in Section 10.1 of the
Credit Agreement
By:________________________________________
Name:
Title:
Sixth Amendment to Loan Documents
CREDIT SUISSE FIRST BOSTON, as
Administrative Agent
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title:
Sixth Amendment to Loan Documents
Lenders
AG Capital Funding Partners, LP.
by: ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. LP as
Investment Advisor
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[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
Alliance Capital Funding, LLC
by: Alliance Capital Management, LP
as Manager
by: Alliance Capital Management Corp.
its General Partner
------------------------------------------------
[Print Name of Lender]
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: Vice President
Alliance Investment, Ltd.
by: Alliance Capital Management, LP
as Asset Manager
by: Alliance Capital Management Corp.
its General Partner
------------------------------------------------
[Print Name of Lender]
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: Vice President
ALPHA BANK AE
------------------------------------------------
[Print Name Of Lender]
By: /s/ Illegible By: /s/ Illegible
--------------------- --------------------------
Name: Illegible Name: Illegible
Title: GEN. MANAGER Title: DEPUTY GEN. MANAGER
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
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15
EXHBIT A
Lenders
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
ARCHIMEDES FUNDING, LLC,
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: SR. VICE PRESIDENT
ARCHIMEDES FUNDING II, Ltd.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: SR. VICE PRESIDENT
ARCHIMEDES FUNDING III, Ltd.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: SR. VICE PRESIDENT
ARCHIMEDES FUNDING III CAYMAN, Ltd.
By: ING Capital Advisory LLC,
as Collateral Manager
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: SR. VICE PRESIDENT
Sixth Amendment to Loan Documents
16
Lenders
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,Inc.
As Portfolio Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
AVALON CAPITAL LTD.2
By: INVESCO Senior Secured Management,Inc.
As Portfolio Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
BALANCED HIGHYIELD FUND I, Ltd.
By: ING Capital Advisors LLC, as
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: SR VICE PRESIDENT
BANCA POPOLARE DIBERGAMO-▇▇ ▇▇▇▇
By: /s/ Giannario Petro /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------- ---------------------------
Name: Giannario Petro Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:Senior Vice President Title:Senior Vice President
For Banco Espirito Santo, SA.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Senior Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Manager
Sixth Amendment to Loan Documents
17
Lenders
------------------------------------------------
Bank of Montreal
By: /s/ ▇▇▇▇ ▇▇▇ Lotta
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇ Lotta
Title: Director
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Associate Director of Syndications
Bank One, NA
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: First Vice President
BANK PEKAO S.A.
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President Senior Lending Officer
Bear ▇▇▇▇▇▇▇ Investment Products Inc.
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
Sixth Amendment to Loan Documents
18
Lenders
BHF BANK AKTIENGESELLSCHAFT
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇▇▇▇ By: /s/ Illegible
--------------------- ----------------------------
Name: ▇▇▇▇▇▇▇▇▇ Name: KORALLUS
Title: VICE PRESIDENT Title: SENIOR VICE PRESIDENT
BLACK DIAMOND CLD 1000-1 LTD.
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
BLACK DIAMOND CLD 2000-1 LTD.
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Sixth Amendment to Loan Documents
19
Lenders
BNP PARIBAS
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Director
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: DIRECTOR
Centurion CDO I, Limited
By: American Express Asset Management Group Inc.
as Collateral Manager.
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Title: Managing Director
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
Citibank, N.A.
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ Vlandii
--------------------------------------------
Name: ▇▇▇▇▇ Vlandii
Title: Vice President
Comercia Bank
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: V.P.
Sixth Amendment to Loan Documents
20
Lenders
CONTRABIAN FUNDS LLC
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
Title: Managing Member
CONSTANTINUS ▇▇▇▇▇ ▇▇▇▇▇ CDOV, LTD.
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT ADVISOR
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[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. Page
--------------------------------------------
Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Asse
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Asse
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Title: Vice President
Credit Industriel et Commercial
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------- --------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Manager Title: Manager
Credit Industriel et Commercial
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------- --------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President Title: Vice President
Sixth Amendment to Loan Documents
21
Lenders
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
By: /s/ ▇. ▇▇▇▇▇▇ By: /s/ I. Borisour
--------------------- --------------------------
Name: ▇. ▇▇▇▇▇▇ Name: I. BORISOUR
Title: V.P Title: A.V.P.
CypressTree Investment Partners, Ltd.,
By: CypressTree Investment Management Company, Inc.,
as Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:PRINCIPAL
CypressTree Investment Partners II, Ltd.,
By: CypressTree Investment Management Company, Inc.,
as Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:PRINCIPAL
Department of Fire and Police Pensions - City
of Los Angeles
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
Magtan Asset Management Corp.
As Attorney-In-Fact
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES,
As Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: VICE PRESIDENT
Sixth Amendment to Loan Documents
22
Lenders
▇▇▇▇▇ ▇▇▇▇▇ CDO II, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. Page
--------------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. Page
--------------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
▇▇▇▇▇ ▇▇▇▇▇ CDO IV, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. Page
--------------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. Page
--------------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. Page
--------------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
Sixth Amendment to Loan Documents
23
Lenders
First Dominion I
First Dominion II
CSAM Funding I
------------------------------------------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
Fleet National Bank
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
FORTE CDO (CAYMAN) LTD. BY
STRONG CAPITAL MANAGEMENT, INC.
AS COLLATERAL MANAGER
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: PORTFOLIO MANAGER
FROTIS BANK (NEDERLAND) ▇.▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇ Rotterdam
------------------------------------------------
[Print Name of Lender]
/s/ Illegible
--------------------------------------------
Illegible
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title:
Sixth Amendment to Loan Documents
24
Lenders
/s/ Illegible
--------------------------------------------
GE Capital, CFE Inc.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Duly Authorized Signatory
State Street Bank & Trust, solely in its capacity as
Custodian for General Motors Employees Global Group Pension
Trust as directed by DDJ Capital Management, LLC, and not in
its individual capacity
By: /s/ Andre Blood
--------------------------------------------
Name: Andre Blood
Title: Officer
▇▇▇▇▇▇▇ & CO
By: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR
--------------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. Page
--------------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
HBK Master Fund L.P.
By: HBK Investments L.P.
Investment Advisor
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
Sixth Amendment to Loan Documents
25
Lenders
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Principal and Portfolio Manager
ING PRIME RATE TRUST
By: ING Investments, LLC
as is investment manager
By: /s/ ▇▇▇▇ ▇ ▇▇▇▇,
--------------------------------------------
Name: ▇▇▇▇ ▇ ▇▇▇▇, CFA
Title: Vice President
------------------------------------------------
INVESTKCREDIT BANK AG
By: /s/ W. Anscheringer By: /s/ J. Wundsaro
------------------------- -----------------------
Name: W. Anscheringer Name: J. Wundsaro
Title: Senior Exec. Dir. Title: SVP
KZH CNC LLC
------------------------------------------------
(Print Name of Lender)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
Title: AUTHORIZED AGENT
Sixth Amendment to Loan Documents
26
Lenders
KZH CYPRESSTREE 1 LLC
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH ING-2 LLC
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH PONDVIEW LLC
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH STERLING LLC
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH WATERSIDE LLC
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
Title: AUTHORIZED AGENT
Sixth Amendment to Loan Documents
27
Lenders
▇▇▇▇▇▇ BROTHERS BANKHAOS
------------------------------------------------
[Print Name of Lender]
By: /s/ Illegible By: /s/ Illegible
---------------- --------------------
Name: Illegible Name: Illegible
Title: Director Title: Illegible
▇▇▇▇▇▇ Syndicated Loans Inc.
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Mizubo Corporate Bank, Ltd
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Monument Capital Limited as Assignee
By: Alliance Capital Management, LP
as Investment Manager
By: Alliance Capital Management Corp.
its General Partner
------------------------------------------------
[Print Name of Lender]
By: /s/ Sverker Johansson
--------------------------------------------
Name: Sverker Johansson
Title: Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EMERGING MARKETS, INC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Sixth Amendment to Loan Docunents
28
Lenders
------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Prime Income Trust
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Director
NATEXIS BANQUES POPULAIRES
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: ASSOCIATE
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
VICE PRESIDENT
Sixth Amendment to Loan Documents
29
Lenders
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
ORIX Finance Corp I.
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇, ▇▇.
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇, ▇▇.
Title: Authorized Representative
OXFORD STRATEGIC INCOME FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. Page
--------------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
Sixth Amendment to Loan Documents
30
Lenders
Illegible
------------------------------------------------
[Print Name of Lender]
By: /s/ M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: DIRECTOR
Post Balanceo Fund, L.P.
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Post
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. POST
Title: MANAGING MEMBER OF THE GENERAL PARTNER
▇▇▇▇▇▇ DIVERSIFIED INCOME TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ FUNDS TRUST - ▇▇▇▇▇▇
HIGH YIELD TRUST II
▇▇▇▇▇▇ HIGH YIELD TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Lenders R/2/ Top Hat, Ltd.
By: Amalgamated Gadget, L.P., Its Investment Manager
By: Scepter Holdings, Inc., Its General Partner
________________________________________________
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Lenders
SALOMON BROTHERS HOLDING COMPANY, INC
By: /s/ Neyua Uarias
--------------------------------------------
Name: Neyua Uarias
Title: Assistant Vice President
________________________________________________
Scotiabank Europe Plc
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Authorised Signatory
Sixth Amendment to Loan Documents
31
Lenders
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇ ▇. Page
--------------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
Illegible
American Express Asset Management Group Inc.
as Collateral Manager
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Sixth Amendment to Loan Documents
32
Lenders
SEQUILS-ING I (HBDGM), LTD
By: ING Capital Advisors LLc, as Collateral Manager
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: SR. VICE PRESIDENT
Silver Oak Capital LLC
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
Societe Generale
------------------------------------------------
[Print Name of Lender]
By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director Corporate Banking
------------------------------------------------
SP Offshore Limited
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: Illegible
STRONG HIGH YIELD BOND FUND
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III
Title: Assistant Secretary
Sixth Amendment to Loan Documents
33
Lenders
Illegible
------------------------------------------------
[Print Name of Lender]
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: Senior Manager
Textron Financial Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
Toronto Dominion (Texas), Inc.
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
UBS AG, Stamford Branch
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Poecia By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- -----------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Poecia Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Associate Director Title: Director
Banking Products Banking Products
Services. US Services. US
WACHOVIA BANK NATIONAL ASSOCIATION
------------------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
WINGED FOOT FUNDING TRUST
------------------------------------
[Print Name of Lender]
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED AGENT
Sixth Amendment to Loan Documents
34
EXHIBIT A
Sixth Amendment to Loan Documents
35
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement dated as of May 17, 2002
(this "Amendment"), is entered into among Exide Technologies, a Delaware
corporation (the "Company"), Exide Delaware LLC, a Delaware limited liability
company ("Exide LLC"), Exide Illinois, Inc., a Pennsylvania corporation ("Exide
Illinois"), RBD Liquidation, LLC, a Delaware limited liability company ("RBD";
together with the Company, Exide LLC and Exide Illinois, the "Borrowers") and
GNB Battery Technologies Japan, Inc., a Delaware corporation ("GNB"; and
together with the Borrowers, the "Domestic Guarantors"), the Lenders party
hereto and Citicorp USA, Inc. ("CUSA"), as agent for the Lenders and the Issuers
(in such capacity, the "Administrative Agent") and as collateral monitoring
agent (in such capacity, the "Collateral Monitoring Agent"), and amends the
Credit Agreement dated as of April 15, 2002 (as amended hereby and as the same
may be further amended, supplemented or otherwise modified from time to time,
the "Credit Agreement") entered into among the Borrowers, the Domestic
Guarantors, the Lenders, the Issuers, and CUSA, as Administrative Agent and
Collateral Monitoring Agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Company has requested that certain provisions of the
Credit Agreement be amended, all as more particularly set forth herein;
WHEREAS, pursuant to Section 13.1(a) (Amendments, Waivers, Etc.) of
the Credit Agreement, the consent of the Requisite Lenders is required to modify
the Credit Agreement as requested by the Company;
NOW, THEREFORE, in consideration of the above premises, the Borrowers,
the Domestic Guarantors and the Lenders party hereto agree as follows:
SECTION 1. Amendment to the credit Agreement. The Credit Agreement is,
effective as of the Amendment Effective Date (as defined below), hereby amended
as follows:
(a) Section 1.1 (Defined Terms) of the Credit Agreement is amended as
follows:
(i) by amending and restating the definition of "Collateral
Agency Agreement" in its entirety to read as follows:
"'Collateral Agency Agreement' means the Collateral Agency
Agreement dated as of April 15, 2002, among the Company, the
Pre-Petition Agent and the Collateral Agent, and acknowledged by the
Administrative Agent.";
(ii) by amending the definition of "Foreign Collateral
Requirement" as follows:
(A) by deleting the words "Foreign Guaranty obligations"
appearing in clause (a)(i) thereof and substituting in lieu
thereof the words "Foreign obligations"; and
36
(B) by deleting the words "Foreign Guarantor" appearing in
clause (a)(xiii) thereof and substituting in lieu thereof the
words "Foreign Loan Party";
(iii) by amending and restating the definition of "Interim
Period" in its entirety to read as follows:
"Interim Period" means the period beginning on the Closing Date
and ending on the earlier to occur of (a) sixty (60) days after the
closing Date, (b) satisfaction of the Foreign Collateral Requirement
with respect to each Foreign Subsidiary of the Company and (c) the
date of receipt and approval by the Administrative Agent of the notice
required to be delivered by the Company pursuant to Section 6.14
(Notification of Satisfaction of Foreign Collateral Requirement).";
(iv) by amending and restating the definition of "Standstill
Agreement" in its entirety to read as follows:
"'Standstill Agreement' means the Standstill Agreement and Fifth
Amendment to Credit Agreement, in the form attached hereto as Exhibit
K (Form of Standstill Agreement), executed by the Pre-Petition Agent,
the Pre-Petition Lenders holding 100% of the obligations under the
Pre-Petition Facility, the Administrative Agent and the Non-Filing
Subsidiaries, and consented to by the Company.";
(v) by deleting "clauses (a), (b), (c), (d), (e), (f) or (g)"
appearing in the definition of "Net Cash Proceeds" and substituting in lieu
thereof "clauses (a), (b), (c), (d), (e), (f), (g) or (j)"; and
(vi) by adding thereto the following new definition in the
appropriate alphabetical order:
"Net Lender" means any Foreign Subsidiary which is not a Foreign
Borrowing Base Subsidiary or an other Foreign Subsidiary Borrower."
(b) Section 2.1 (The Commitments) of the Credit Agreement is amended
as follows:
(i) by deleting "$40,000,000" appearing in clause (iii)(A) of the
proviso of clause (a) thereof and substituting in lieu thereof
"$50,000,000"; and
(ii) by amending and restating clause (ii) of the proviso of
clause (b) thereof in its entirety to read as follows:
"(ii) if such Foreign Revolving Loan is requested during the
Interim Period, unless the conditions contained in Section 8.1(h)
(Indebtedness) have been satisfied with respect to the relevant Foreign
Borrowing Base Subsidiary"
(c) Article VI (Reporting Covenants) of the Credit Agreement is
amended as follows:
37
(i) by adding a new Section 6.14 (Notification of Satisfaction
of Foreign Collateral Requirement) as follows:
"Section 6.14 Notification of Satisfaction of Foreign Collateral
Requirement
The Company shall provide to the Administrative Agent, on or
prior to the sixtieth (60th) day after the Closing Date, a notice that
the Foreign Collateral Requirement has been satisfied with respect to
each Foreign Subsidiary of the Company listed in such notice."; and
(ii) by re-numbering the existing Section 6.14 (Other
Information) as Section 6.15 (Other Information).
(d) Section 6.13 (Post-Closing Schedules) of the Credit Agreement is
amended as follows:
(i) by (A) deleting the word "and" appearing at the end of clause
(d) thereof and (B) deleting "." at the end of clause (e) thereof and
substituting in lieu thereof"; and "; and
(ii) by adding the following new clause (f):
" (f) within sixty (60) days after the Closing Date, an updated
Schedule 4.18 (Real Property)."
(e) Section 7.11 (Approved Deposit Accounts; Blocked Accounts) of the
Credit Agreement is amended by deleting the word "Proceeds" in each instance in
which it appears in such Section and substituting in lieu thereof the words
"Proceeds of Accounts".
(f) Section 7.16 (Filing of Interim Order) of the Credit Agreement is
amended and restated in its entirety to read as follows:
"Section 7.16 Filing of Final Order
The Borrowers shall, within sixty (60) days after the Closing
Date, file a copy of the Final Order in the real property records
where any domestic owned Real Property is located."
(g) Section 8.1 (Indebtedness) of the Credit Agreement is amended as
follows:
(i) by amending and restating clause (h) (ii) thereof in its
entirety to read as follows:
" (ii) no Foreign Intercompany Loan shall be made pursuant to
this clause (h) during the Interim Period unless the other conditions
to such Foreign Intercompany Loan contained in this clause (h) have
been satisfied";
(ii) by deleting the word "and" appearing immediately before
clause (h) (iii) thereof and substituting in lieu thereof ",";
38
(iii) by adding the following at the end of clause (h) thereof:
"and (iv) such Foreign Intercompany Loan shall only be made by
the Company to the Foreign Borrowing Base Subsidiary with respect to
which the Foreign Borrowing Base for such Foreign Revolving Loan is
attributable";
(iv) by deleting "$40,000,000" appearing in clause (i) thereof
and substituting in lieu thereof "$50,000,000;" and
(v) by amending and restating clause (n) thereof in its entirety
to read as follows:
"(n) Indebtedness incurred by any Foreign Subsidiary of the
Company domiciled in Poland resulting from the sale of, or grant of
security interest in, poland resulting from the sale of, or grant of
security interest in, any of such Foreign subsidiary's Accounts in an
aggregate amount not to exceed $10,000,000;".
(h) section 8.3 (Investments) of the Credit Agreement is amended as
follows:
(i) by deleting the word "and" appearing at the end of clause (k)
thereof;
(ii) by adding the following new clause(1):
"(1) Investments permitted under Section 8.7 (Restriction on
Fundamental Changes);";
(iii) by adding the following new clause (m):
"(m) Investments by any Domestic Guarantor in ▇▇▇▇▇ Metals Co. or
Refined Metals Corporation which when taken together do not exceed
$400,000 in the aggregate in any calendar year; and"; and
(iv) re-lettering the existing clause (1) as clause (n).
(i) Section 8.4 (Sale of Assets) of the Agreement is amended as
follows:
(i) by deleting the word "and" appearing at the end of clause (i)
thereof;
(ii) by adding the following new clause (j):
"(j) the sale of a reclamation Accounts owing by K-Mart
Corporation to the Borrowers in an amount not to exceed $1,3000,000:
and"; and
(iii) re-lettering the existing clause (j) as clause (k).
(j) Section 8.6 (Prepayment or Cancellation of Indebtedness) of the
Credit Agreement is amended by amending and restating clause (b) (iii) in its
entirety to read as follows:
"(iii) Mercolec may repay or prepay Mercolec Loans (A) if the
Other Foreign Subsidiary making such Mercolec Loan to Mercolec is a Net
Lender or (B) if
39
such Other Foreign Subsidiary making such Mercolec Loan is not a Net
Lender, so long as there is no outstanding balance under any Foreign
Intercompany Loan to Mercolec pursuant to clause (j) of Section 8.1
(Indebtedness) (both before and after giving effect to such prepayment),"
(k) Section 11.1 (a) (Security) of the Credit Agreement is amended by
deleting the words "obligations of such Grantor" appearing in the third line
thereof the substituting in lieu thereof the words "Secured Obligations".
(l) Article XIII (Miscellaneous) of the Credit Agreement is amended by
adding a new ▇▇▇▇▇▇▇ ▇▇.▇▇ (▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇) as follows:
"Section 13.19 Appointment of Fonde de Pouvoir
Each of the Lenders hereby irrevocably constitutes, to the extent
necessary, the Collateral Agent as the holder of an irrevocable power
of attorney (fonde de pouvoir) (within the mean of Article 2692 of the
Civil Code of Quebec) in order to hold security granted by any
Subsidiary of the Company in the Province of Quebec to secure the
obligations of such Subsidiary under any bond. Each Person accepting
an assignment of, a participation in or an arrangement in respect of,
all or any part of a Lender's interest in the secured obligations of
any such Subsidiary of the Company shall be deemed to have confirmed
and ratified the constitution of the Collateral Agent as the holder of
such irrevocable power of attorney (fonde de pouvoir)) by execution of
an assignment of other agreement pursuant to which it becomes such
assignee. Notwithstanding the provisions of Section 32 of An Act
respecting the special powers of legal persons (Quebec), the
Collateral Agent may acquire and be the holder of any such bond."
SECTION 2. Conditions Precedent to the Effectiveness of this
Amendment.
(a) This Amendment shall become effective as of the date hereof on the
date (the "Amendment Effective Date") when the following conditions precedent
have been satisfied:
(i) Certain Documents. The Administrative Agent shall have
received on or before the Amendment Effective Date all of the
following, all of which shall be in form and substance satisfactory to
the Administrative Agent, in sufficient originally executed copies for
each of the Lenders:
(A) this Amendment executed by the Borrowers, the Domestic
Guarantors and Lenders constituting the Requisite Lenders; and
(B) such additional documentation as the Administrative Agent or
the Requisite Lenders may reasonably require.
(ii) Representations and Warranties. Each of the representations
and warranties made by the Borrowers or the other Loan Parties in or
pursuant to the Credit Agreement, as amended by this Amendment, and
the other Loan Documents to which the Borrowers or any of the other
Loan Parties is a party or by which the Borrowers or any of the Loan
Parities is bound, shall be true and correct in all material respects
on and as of the Amendment Effective Date (other than representations
and warranties in any such Loan Document which expressly speak as of a
different date).
40
(iii) Corporate and other Proceedings. All corporate and other
proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Amendment shall
be satisfactory in all respects in form and substance to the
Administrative Agent.
(iv) No Events of Default. No Event of Default or Default shall
have occurred and be continuing on the Amendment Effective Date.
SECTION 3. Representations and Warranties. Each Borrower and each
Domestic Guarantor hereby represents and warrants to the Lenders that (a) as of
the date hereof no Event of Default or Default under the Credit Agreement shall
have occurred and be continuing and (b) all of the representations and
warranties of such Borrower and such Domestic Guarantor contained in Article IV
(Representations and Warranties) of the Credit Agreement and in any other Loan
Document continue to be true and correct as of the date of execution hereof in
all material respects, as though made on and as of such date (other than
representations and warranties in any such Loan Document which expressly speak
as of a different date).
SECTION 4. Reference to and Effect on the Loan Documents.
(a) Upon the effectiveness of this Amendment, on and after the date
hereof, each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import, and each reference in the other Loan Documents
to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as amended hereby.
(b) Except as specifically amended above, all of the terms of the
Credit Agreement and all other Loan Documents shall remain unchanged and in full
force and affect.
(c) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of any Lender, any Issuer
or the Administrative Agent under the Credit Agreement or any of the Loan
Documents, nor constitute a waiver of any provision of the Credit Agreement or
any of the Loan Documents.
SECTION 5. Fees, Costs and Expenses. The Borrowers and the Domestic
Guarantors agree to pay on demand in accordance with the terms of Section 13.3
(Costs and Expenses) of the Credit Agreement all costs and expenses of the
Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this Amendment and all other Loan Documents entered into in
connection herewith, including the reasonable fees and out-of-pocket expenses of
counsel for the Administrative Agent with respect thereto.
SECTION 6. Execution in Counterparts. This Amendment may be executed
and delivered in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original and all of which taken together shall constitute one and the
same original agreement.
SECTION 7. Affirmation of Guaranties. Each of the Domestic Guarantors
hereby consents to the terms of this Amendment in its capacity as a guarantor
under the Credit Agreement and agrees that the terms of this Amendment shall not
affect in any way its obligations and liabilities under its Guaranty or any
other Loan Document to which it is a party, all of which obligations and
liabilities shall remain in full force and effect and each of which is hereby
reaffirmed.
41
SECTION 8. Governing Law. This Amendment shall be interpreted, and the
rights and liabilities of the parties determined, in accordance with the
internal law of the State of New York.
42
IN WITNESS WHEREOF, this Amendment has been duly executed on the date set forth
above.
EXIDE TECHNOLOGIES,
as a Borrower and a Domestic Guarantor
By:
--------------------------------------------
Name:
Title:
EXIDE DELAWARE LLC
as a Borrower and a Domestic Guarantor
By:
--------------------------------------------
Name:
Title:
EXIDE ILLINOIS, INC.,
as a Borrower and a Domestic Guarantor
By:
--------------------------------------------
Name:
Title:
RBD LIQUIDATION, LLC,
as a Borrower and a Domestic Guarantor
By:
--------------------------------------------
Name:
Title:
GNB BATTERY TECHNOLOGIES JAPAN, INC.,
as a Domestic Guarantor
By:
--------------------------------------------
Name:
Title:
Citicorp USA, Inc.,
as Administrative Agent, Swing Loan
Lender, Collateral Monitoring Agent,
and Lender
By:
--------------------------------------------
Name:
Title:
[SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE]
43
Citibank, N.A.,
as issuer
By:
--------------------------------------------
Name:
Title:
[SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE]
44
Other Lenders:
The Bank of Nova Scotia
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Director
CIT GROUP BUSINESS CREDIT
By:
--------------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By:
--------------------------------------------
Name:
Title:
BEAR ▇▇▇▇▇▇▇ & CO., INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: SENIOR MANAGING DIRECTOR
GE CAPITAL CFE, INC.
By:
--------------------------------------------
Name:
Title:
[SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE]
45
CREDIT AGRICOLE INDOSUEZ
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Sweency
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Sweency
Title: Vice President
▇▇▇▇▇▇ COMMERCIAL PAPER, INC.
By:
--------------------------------------------
Name:
Title:
SPCP GROUP LLC
By:
--------------------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.
By:
--------------------------------------------
Name:
Title:
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General Partner
By:
--------------------------------------------
Name:
Title: Managing Member
[SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE]
46
▇▇▇▇▇▇▇ & CO
By: Boston Management and Research
as Investment Advisor
By:
--------------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as investment Advisor
By:
--------------------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
as Investment Advisor
By:
--------------------------------------------
Name:
Title:
US BANK NATIONAL ASSOCIATION
By:
--------------------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE]
47
FOOTHILL INCOME TRUST II, L.P.
By: FIT II GP, LLC, its General Partner
By:
--------------------------------------------
Name:
Title: Managing Member
ENDURANCE CLO I, LTD.
c/o ING Capital Advisors LLC,
as Portfolio Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ CFA
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ CFA
Title: VICE PRESIDENT
ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ CFA
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ CFA
Title: VICE PRESIDENT
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR
LOAN FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor
By:
--------------------------------------------
Name:
Title:
[SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE]
48
