EXHIBIT 4.12
EXECUTION COPY
FOURTH AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT
FOURTH AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT, dated as of March
28, 2002 (this "Amendment"), to the Amended and Restated Credit and Guarantee
Agreement and other Loan Documents where applicable, dated as of September 29,
2000 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Exide Technologies, a Delaware corporation (the
"Company"), the Borrowing Subsidiaries signatories thereto, the Guarantors
signatories thereto, the several lenders from time to time parties thereto (the
"Lenders"), Credit Suisse First Boston, as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders, and others.
PRELIMINARY STATEMENTS
(1) Pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrowers.
(2) The Credit Agreement has been amended by (i) an Amendment dated
as of June 20, 2001 (the "First Amendment"), (ii) a Second Amendment dated as of
October 31, 2001 (the "Second Amendment") and (iii) a Third Amendment and Waiver
to the Credit Agreement dated as of December 28, 2001 (the "Third Amendment")
(the First Amendment, Second Amendment, Third Amendment, this Amendment and any
future amendments as supplemented hereto shall hereinafter be collectively
referred to as the "Amendment Documents").
(3) The Company has advised the Lenders that the Borrowers may be
unable to make the payments of principal due and payable on March 31, 2002 and
the payments of interest due and payable on March 28, 2002 and April 4, 2002 and
have requested that the Lenders amend the Credit Agreement to defer the due date
for such payments until April 15, 2002 and to permit certain asset sales prior
to April 15, 2002.
(4) The Lenders are willing to consent to such amendments upon and
subject to the terms and conditions hereinafter set forth, notwithstanding any
of the provisions contained in the Credit Agreement and the Loan Documents, as
amended, supplemented or otherwise modified heretofore.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2. Amendments to Credit Agreement. On the Effective Date (as
hereinafter defined) the Credit Agreement shall be amended as follows:
Fourth Amendment and Waiver
2
(a) Deferral of Principal and Interest. The Credit Agreement is
hereby amended so that (i) the payments of principal due from the Borrowers on
March 31, 2002 (the "Deferred Principal Payments") and (ii) the payments of
interest due from the Borrowers on March 28, 2002 and April 4, 2002 (the
"Deferred Interest Payments" and together with the Deferred Principal Payments,
the "Deferred Payments") shall be deferred so as to become due and payable on
April 15, 2002, provided, however, that, the Deferred Payments shall accrue
interest at the applicable default rates provided for pursuant to Section 3.8(d)
of the Credit Agreement and such interest and the Deferred Payments shall become
due and payable on April 15, 2002. Any Deferred Payments (and interest accrued
thereon) that are not otherwise paid when due shall, at the election of any
Lender, be capitalized and be treated for all purposes thereafter as unpaid
principal Obligations.
(b) Permission to Sell Assets. Notwithstanding anything to the
contrary in the Credit Agreement, for the period from the Effective Date (as
hereinafter defined) until April 15, 2002, and so long as no Event of Default
shall have occurred and be continuing, the Company shall be permitted to Dispose
of assets having a fair market value not to exceed $10,000,000 without any
requirement to prepay Loans in accordance with Section 3.5(b) of the Credit
Agreement, provided, however, that any such Disposition is subject to the prior
written consent of the Administrative Agent, in consultation with the Steering
Committee.
SECTION 3. Authority to Release Liens. The Administrative Agent is
hereby irrevocably authorized by each of the Lenders to release any Lien
covering any Property of the Company or any of its Subsidiaries that is the
subject of a Disposition which is permitted by Section 2(b) above.
SECTION 4. Waiver. Subject to the occurrence of the Effective Date
(as hereinafter defined), solely for the period (the "Waiver Period") commencing
on the Effective Date (as hereinafter defined) through April 15, 2002 (the
"Waiver Termination Date"), and solely for the purpose of allowing the Borrowers
to obtain extensions of credit under the Revolving Credit Facility during the
Waiver Period, the Lenders hereby agree to waive any Defaults or Events of
Default (other than any Event of Default specified in clause (i) or (ii) of
Section 9(f)) that have occurred and are in existence on the Effective Date (as
hereinafter defined). On the Waiver Termination Date, without any further action
by the Administrative Agent and the Lenders, all of the terms and provisions set
forth in the Credit Agreement that are waived hereunder shall have the same
force and effect as if this Amendment had not been entered into by the parties
hereto, and the Administrative Agent and the Lenders shall have all of the
rights and remedies afforded to them under the Credit Agreement as though no
waiver had been granted by them hereunder and any Defaults or Events of Default
that otherwise would have continued during the Waiver Period shall be in
existence unless otherwise expressly waived.
SECTION 5. 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 (i) this Amendment,
executed and delivered by a duly authorized officer of each of the Borrowers
party to the Credit
Fourth Amendment and Waiver
3
Agreement and (ii) counterparts of the Consent appended hereto (the "Consent")
executed by each Guarantor for which the Administrative Agent, in consultation
with the Steering Committee, shall have requested such executed counterpart.
(b) The Administrative Agent shall have received this Amendment,
executed by the Required Lenders, or as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment, provided, however, that, Section 2(a) of the Amendment shall become
effective only when the Administrative Agent shall have received this Amendment,
executed by all of the Lenders directly affected thereby.
(c) The Company shall have paid all accrued fees and expenses of the
Administrative Agent in connection with this Amendment and the Loan Documents,
including but not limited to the accrued and unpaid fees described in Section
3.2(g) of the Credit Agreement and fees and expenses of counsel (including local
counsel in foreign jurisdictions) and financial advisor to the Administrative
Agent and the Steering Committee.
(d) After giving effect to the Amendment, no Default or Event of
Default shall have occurred and be continuing, and the representations and
warranties contained in each of the Loan Documents shall be correct in all
material respects as though made on and as of the Effective Date.
(e) The Administrative Agent shall have received a certificate of the
Chief Financial Officer of the Company confirming satisfaction of the conditions
specified in paragraph (c) above.
(f) The Administrative Agent shall have received certified copies of
(i) the resolutions of the Board of Directors of (A) the Company approving this
Amendment and the matters contemplated hereby and thereby and (B) each
Subsidiary Guarantor for which the Administrative Agent, in consultation with
the Steering Committee, shall have requested certified copies of such
resolutions evidencing approval of this Amendment and the matters contemplated
hereby and thereby and (ii) all documents evidencing other necessary corporate
action and governmental approvals, if any, with respect to this Amendment and
the matters contemplated hereby and thereby.
SECTION 6. Representations and Warranties. To induce the Lenders
parties hereto to enter into this Amendment, each of the Borrowers hereby
represents and warrants to the Administrative Agent and all of the Lenders the
following:
(a) The execution, delivery and performance by each Loan Party of the
Amendment and the Consent are within such Loan Party's corporate powers, have
been duly authorized by all necessary corporate action, and do not (i)
contravene such Loan Party's charter or bylaws, (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 Loan Party, or (iii) conflict with or
result in the breach of, or constitute a default under, any Contractual
Obligation of the Company or any of its Subsidiaries. No Loan Party or any of
its Subsidiaries is in violation of any such law, rule, regulation, order, writ,
Fourth Amendment and Waiver
4
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 Loan Parties in connection with the
execution and delivery, or performance by any Loan Party of any of its
obligations under the Amendment or the Consent.
(c) The Amendment and the Consent have been duly executed and
delivered by each Loan Party party thereto, and are the legal, valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance
with their 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 Loan Party has an existing claim against any Lender Party
arising out of, relating to or in connection with the Loan Documents.
(e) No Loan Party is in breach of, or in default under, the
Convertible Notes, Senior 10% Notes or DM Notes or any other Contractual
Obligation, binding on or affecting any Loan Party, any of its Subsidiaries or
any of their properties, where the consequence of such default is to confer
rights upon any person against the Company or any of its Subsidiaries which, if
exercised, can be reasonably expected to have a Material Adverse Effect.
(f) The representations and warranties made by each of the Borrowers
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 7. Reference to and Effect on the Loan Documents.
(a) On and after the Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and the other
Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a reference to
the Credit Agreement, as amended and otherwise modified hereby.
(b) 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 Lender Party or any Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
Fourth Amendment and Waiver
5
SECTION 8. Affirmation of Loan Documents. Each Borrower hereby
consents to the modification of the Credit Agreement effected hereby and hereby
acknowledges and agrees that the obligations of such Borrower contained in the
Loan Documents as modified hereby are, and shall remain, in full force and
effect.
SECTION 9. 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 10. Waiver of Jury Trial. Each of the Borrowers, the
Administrative Agent and the Lender Parties 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 Lender Party in the negotiation,
administration, performance or enforcement thereof.
SECTION 11. 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.
SECTION 12. Costs and Expenses. The Company hereby agrees to pay 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 (whether incurred prior to or
after the Effective Date). The Company shall also be required to pay all costs
associated with any field examinations requested by the Administrative Agent. In
addition, the Company agrees to pay all reasonable out-of-pocket costs and
expenses of the Administrative Agent, including, without limitation, fee and
expenses of counsel and financial advisor, and out-of-pocket expenses of the
Steering Committee in connection with any continuing work of the Administrative
Agent and the Steering Committee relating to the Company and the Loan Documents.
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]
Fourth Amendment and Waiver
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.
EXIDE TECHNOLOGIES, as a Borrower and
as a Guarantor
By:___________________________________
Name:
Title:
EXIDE HOLDING EUROPE S.A.
COMPAGNIE EUROPEENNE
D'ACCUMULATEURS S.A.
EURO EXIDE CORPORATION LIMITED
SOCIEDAD ESPANOLA DEL ACUMULADOR
TUDOR X.X.
XXXXX A.B.
CMP BATTERIJEN B.V.
CMP BATTERIES LIMITED
DEUTSCHE EXIDE STANDBY GMBH
DEUTSCHE EXIDE GMBH
MERCOLEC TUDOR B.V.,
each as a Borrowing Subsidiary and as a
Guarantor, subject to the limitations,
if any, contained in Section 10.1
By:__________________________________
Name:
Title:
Fourth Amendment and Waiver
CREDIT SUISSE FIRST BOSTON, as
Administrative Agent
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
Fourth Amendment and Waiver
Lenders
AG CAPITAL FUNDING PARTNERS, LP.
By: XXXXXX XXXXXX & CO., LP.,
AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name Of Lender]
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: Managing Director
AIMCO CDO Series 2000-A
------------------------------------------------
[Print Name Of Lender]
By: /s/ Xxxxx Xxxxxxx
--------------------------------------------
Name: XXXXX XXXXXXX
Title: Authorized Signatory
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: XXXXX X. XXXXXXX
Title: Authorized Signatory
Alliance Investments Limited
Monument Capital Limited
Alliance Capital Funding
------------------------------------------------
[Print Name Of Lender]
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: Illegible
ALL STATE LIFE INSURANCE COMPANY
------------------------------------------------
[Print Name Of Lender]
By: /s/ Xxxxx Xxxxxxx
--------------------------------------------
Name: XXXXX XXXXXXX
Title: Authorized Signatory
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: XXXXX X. XXXXXXX
Title: Authorized Signatory
ALPHA BANK AE. LONDON BRANCH
By: /s/ Xxxxxxx X. Polychroniadis
--------------------------------------------
Name: Xxxxxxx X. Polychroniadis
Title: Deputy General Manager
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Operations Manager
Fourth Amendment and Waiver
8
Lenders
AMARA-1 FINANCE LTD.
By: INVESCO Senior Secured Management; Inc.
As Sub-advisor
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Fourth Amendment and Waiver
9
Lenders
ARCHIMEDES FUNDING, LLC.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx X. Xxxxxx CFA
--------------------------------------------
Name: XXXX X. XXXXXX CFA
Title: VICE PRESIDENT
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager.
By: /s/ Xxxx X. Xxxxxx CFA
--------------------------------------------
Name: XXXX X. XXXXXX CFA
Title: VICE PRESIDENT
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ Xxxx X. Xxxxxx CFA
--------------------------------------------
Name: XXXX X. XXXXXX CFA
Title: VICE PRESIDENT
ARCHIMEDES FUNDING IV (CAYMAN). LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx X. Xxxxxx CFA
--------------------------------------------
Name: XXXX X. XXXXXX CFA
Title: VICE PRESIDENT
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx X. Xxxxxx CFA
--------------------------------------------
Name: XXXX X. XXXXXX CFA
Title: VICE PRESIDENT
BALANCED HIGH-YIELD FUND I, LTD.
By: ING Capital Advisors LLC,
--------------------------------------------
as Asset Manager
By: /s/ Xxxx X. Xxxxxx CFA
--------------------------------------------
Name: XXXX X. XXXXXX CFA
Title: VICE PRESIDENT
Fourth Amendment and Waiver
10
Lenders
Athena CDO, Limited (Acct 1277)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------------
Name : Xxxxxx Xxxxxxx
Title: Authorized Signatory
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------------
Name : Xxxxxx Xxxxxxx
Title: Authorized Signatory
BANCA POPOLARE DI BERGAMO-XX Xxxx
By: /s/ Riccardo Sora By: /s/ Xxxxxx Xxxxxxxxx
------------------- -------------------
Name : Riccardo Sora Name: Xxxxxx Xxxxxxxxx
Title: Deputy General Title: Senior V. President
Manager
------------------------------------------------
Banco Espirito Santo, S.A.
By: /s/ Xxx Xxxxxx
--------------------------------------------
Name : Xxx Xxxxxx
Title: Senior Manager
By: /s/ Illegible
--------------------------------------------
Name : Illegible
Title: Assistant Manager
Bank of Montreal
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxxx X. XxXxxx
--------------------------------------------
Name : Xxxxxx X. XxXxxx
Title: Director
Fourth Amendment and Waiver
11
Lenders
Bank One, N.A.
By: /s/ Xxxxxx X. Xxxxx, III
--------------------------------------------
Name: Xxxxxx X. Xxxxx, III
Title: First Vice President
BANK POLSKA KASA OPIEKI S.A.
------------------------------------------------
[Print Name Of Lender]
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Name: XXXXX X. XXXXX
Title: Vice President
Senior Lending Officer
Illegible
------------------------------------------------
[Print Name Of Lender]
By: /s/ Xxxx-Xxxxxx XXXXX By: /s/ Xxxx XXXX
------------------------ ---------------------
Name: Xxxx-Xxxxxx XXXXX Name: Xxxx XXXX
Title: Illegible Title: Illegible
BEAR XXXXXXX XXXXXXX PRODUCTS
------------------------------------------------
[Print Name Of Lender]
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name : Xxxxx X. Xxxxxxx
Title: Authorized Signatory
BHF Book AG
------------------------------------------------
[Print Name of Lender]
By: /s/ Illegible By: /s/ Xxxxxxxxx
------------------------ ---------------------
Name: Illegible Name: Xxxxxxxxx
Title: Managing Director Title: Vice President
------------------------------------------------
Xxxxxxx CDO LLC [f.k.a.JHW Cash Flow Fund]
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
Fourth Amendment and Waiver
12
Leaders
BLACK DIAMOND CLO 1998-1 LTD
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxx Xxxxxxx
--------------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
BLACK DIAMOND CLO 2000-1 LTD
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxx Xxxxxxx
--------------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
BLACK DIAMOND INTERNATIONAL
FUNDING LTD
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxx Xxxxxxx
--------------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
BNP PARIBAS
------------------------------------------------
[Print Name Of Lender]
By: /s/ Bertin Aka-Dinckel
--------------------------------------------
Name: Bertin AKA-DINCKEL
Title: DAP RISKHANAGER
CAPTIVA III FINANCE LTD(Acct.275).
as advised by Pacific Investment Management Company LLC
By: /s/ Xxxxx Xxxx
--------------------------------------------
Name: Xxxxx Xxxx
Title: Director
CAPTIVA IV FINANCE LTD(Acct.1275).
as advised by Pacific Investment Management Company LLC
By: /s/ Xxxxx Xxxx
--------------------------------------------
Name: Xxxxx Xxxx
Title: Director
Fourth Amendment and Waiver
13
Lenders
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
Illegible
By: American Express Asset Management Group Inc.
as Collateral Manager.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
Citibank N.A. as Additional Investment
Manager for and on behalf of
Five Finance Corporation
By: /s/ Xxxx P.O Xxxxxxx Xx
--------------------------------------------
XXXX P.O XXXXXXX XX
Alternative Investment Strategies
Illegible
` Ph: (000) 000-0000
By: /s/ Illegible
--------------------------------------------
Illegible
Illegible
Citicorp U.S.A Inc.
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxx Vlandii
--------------------------------------------
Name: Xxxxx Vlandii
Title: Vice President
Comercia Bank
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
Fourth Amendment and Waiver
14
Lenders
Illegible
------------------------------------------------
[Print Name of Lender]
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: MANAGING MEMBER
COSTANTINUS XXXXX XXXXX CDO V. LTD.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ Payson X. Xxxxxxxxx
--------------------------------------------
Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
CREDIT AGRICOLE INDOSUEZ
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxx Von Reissic By: /s/ Illegible
------------------- ----------------------------
Name: XXX VON REISSIC Name: Illegible
Title: VICE PRESIDENT Title: Vice President
------------------------------------------------
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxx Xxxxxxx
------------------- ----------------------------
Name: Xxxxxxx Xxxx Name: Xxxx Xxxxxxx
Title: Vice President Title: First Vice President
Credit Indusriel et Commercial
London Branch
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxx Hoband
------------------- ----------------------------
Name: Xxxxx Xxxxxxxxx Name: Xxx Hoband
Title: Manager Title: Manager
Fourth Amendment and Waiver
15
Lenders
------------------------------------------------
Credit Suisse First Boston, London branch
By: /s/ Illegible By: /s/ Illegible
---------------------- -----------------------
Name: Illegible Name: Illegible
Title: Vice President, Title: AUP
Operations.
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxx
Title: Director
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
CSAM FUNDING I
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxx X.Xxxxxx
--------------------------------------------
Name: XXXXX X.XXXXXX
Title: AUTHORIZED SIGNATORY
CypressTree Investment Partners I, Ltd.,
By: CypressTree Investment Management Company Inc.,
as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
CypressTree Investment Partners II, Ltd.,
By: CypressTree Investment Management Company Inc.,
as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
The Dai-Ichi Kangyo Bank, Limited
By: /s/ Xxxxxxxxxxx Xxxxx
--------------------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
First Amendment and Waiver
16
Lenders
Dresdner Bank AG New York
And Grand Cayman Branches
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------
Name: XXXXXXX X. XXXXXXX
Title: VICE PRESIDENT
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Name: XXXXXX X. XXXXX
Title: Vice President
Illegible
------------------------------------------------
[Print Name of Lender]
By: /s/ Payson X. Xxxxxxxxx
--------------------------------------------
Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
XXXXX XXXXX SENIOR INCOME TRUST
By: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ Payson X. Xxxxxxxxx
--------------------------------------------
Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
XXXXX XXXXX CDO II, LTD.
By: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ Payson X. Xxxxxxxxx
--------------------------------------------
Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
XXXXX XXXXX CDO III, LTD.
By: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ Payson X. Xxxxxxxxx
--------------------------------------------
Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
XXXXX XXXXX CDO IV, LTD.
By: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ Payson X. Xxxxxxxxx
--------------------------------------------
Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
Fourth Amendment and Waiver
17
Lenders
FIRST DOMINION FUNDING I
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: XXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
FIRST DOMINION FUNDING II
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: XXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
First Union National Bank
By: /s/ Xxxx X. Xxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Director
------------------------------------------------
Fleet National Bank
By: /s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
FORTE I CDO (CAYMAN) LTD.
------------------------------------------------
[Print Name of Lender]
By: Illegible
By: /s/ Xxxxxx Xxxxx
--------------------------------------------
Name: XXXXXX XXXXX
Title: PORTFOLIO MANAGER
Fortis Bank (Nederland) N.V.
By: /s/ C. A. Hazeu
--------------------------------------------
Name: C. A. Hazeu
Title: proxy with authority B
By: /s/ X.X. xxx Xxxx
--------------------------------------------
Name: X.X. xxx Xxxx
Title: proxy with authority F
Fourth Amendment and Waiver
18
Lenders
Franklin CLO II, Limited
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxxxx X'Xxxxxxx
--------------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
Franklin Floating Rate Trust
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxxxx X'Xxxxxxx
--------------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
GE Capital CFE, Inc.
------------------------------------------------
[GE Capital CFE Inc.]
By: /s/ Xxxxxxx Xxxxx
--------------------------------------------
Name: XXXXXXX X. XXXXX
Title: DULY AUTHORIZED SIGNATORY
General Mortors Employees Global Group
Pension Trust
and
Department of Fire & Police Pensions -
City of Los Angeles
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
Magton Asset Management Corp.
As Attorney-in-Fact for
General Motors Employees Global Group
PensionTr and Department of Fire and
Police Pensions - City of Los Angeles
XXXXXXX & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
------------------------------------------------
[Print Name of Lender]
By: /s/ Payson X. Xxxxxxxxx
--------------------------------------------
Name: PAYSON X. XXXXXXXXX
Tide: VICE PRESIDENT
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxx XxXxxxxx
--------------------------------------------
Name: XXXX XXXXXXXX
Tide: MANAGING DIRECTOR
CORPORATE BANKING
Fourth Amendment and Waiver
19
Lenders
Grayston CLO 2001-1 Ltd.
By: Bear Xxxxxxx Asset Management Inc. as its
Collateral Manager
By: /s/ Xxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Associate Director
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
Indosuez Capital Funding IV, L.P.,
By: RBC Leveraged Capital as Portfolio Advisor
By: /s/ Xxx X. Xxxxxxx
--------------------------------------------
Name: Xxx X. Xxxxxxx
Title: Managing Director
ING PRIME RATE TRUST
By: INC Investments, LLC
as its investment manager
By: /s/ Xxxx X. Xxxx CFA
--------------------------------------------
Name: Xxxx X. Xxxx, CFA
Title: Vice President
Investkredit Bank AG
A-1013 Wien, Renngasse 10
Investkredit Bank AG
------------------------------------------------
[Print Name of Lender]
By: /s/ Schania By: /s/ Illegible
------------------ ---------------------
Name: SCHANIA Name: Illegible
Title: Illegible Title: EXEC. DIRECTOR
Fourth Amendment and Waiver
20
Lenders
KZH CNC LLC
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------------
Name: XXXXXXX XXXXXXXXX
Title: AUTHORIZED AGENT
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------------
Name: XXXXXXX XXXXXXXXX
Title: AUTHORIZED AGENT
KZH ING-2 LLC
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------------
Name: XXXXXXX XXXXXXXXX
Title: AUTHORIZED AGENT
KZH PONDVIEW LLC
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------------
Name: XXXXXXX XXXXXXXXX
Title: AUTHORIZED AGENT
KZH STERLING LLC
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------------
Name: XXXXXXX XXXXXXXXX
Title: AUTHORIZED AGENT
KZH WATERSIDE LLC
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------------
Name: XXXXXXX XXXXXXXXX
Title: AUTHORIZED AGENT
Fourth Amendment and Waiver
21
Lenders
XXXXXX BROTHERS BANKHAUS AG.
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxx Xxxxxx
--------------------------------------------
Name: XXXXX XXXXXX
Title:
By: /s/ T. Colmell
--------------------------------------------
Name: T. Colmell
Xxxxxx Syndicated Loans Inc.
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
Monument Capital Ltd. as Assignee
By: Alliance Capital Management L.P. as Investment
Manager
By: Alliance Capital Management Corporation, as
General Partner
By: /s/ Sverker Johansson
--------------------------------------------
Name: Sverker Johansson
Title: Vice President
Alliance Investments Limited
By: Alliance Capital Management L.P. as Asset
Manager
By: Alliance Capital Management Corporation, as
General Partner
By: /s/ Sverker Johansson
--------------------------------------------
Name: Sverker Johansson
Title: Vice President
Alliance Capital Funding, L.L.C., as Assignee
By: Alliance Capital Management L.P. as Manager
By: Alliance Capital Management Corporation, as
General Partner of Alliance Capital Management L.P.
By: /s/ Sverker Johansson
--------------------------------------------
Name : Sverker Johansson
Title: Vice President
Fourth Amendment and Waiver
22
Lenders
XXXXXX XXXXXXX EMERGING MARKETS INC.
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
Illegible
------------------------------------------------
[Print Name of Lender]
By: /s/ Illegible
--------------------------------------------
Name:
Title:
Fourth Amendment and Waiver
23
Lenders
Muzinich Cash Flow CBO II, Ltd
------------------------------------------------
[Print Name of Lender]
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: Authorized Signatory
Natexis Bangues Popalaires
By: /s/ Illegible
--------------------------------------------
Name: XXXXXXX XXXXXX
Title: VICE PRESIDENT
LEVERAGED FINANCE
By: /s/ Illegible
--------------------------------------------
Name: XXXXXXX X. XXXXXX
Title: ASSOCIATE
OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1 LTD.
By: INVESCO Senior Secured Management, Inc.
As Subadvisor
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
------------------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
------------------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Portfolio Manager
Fourth Amendment and Waiver
24
Lenders
OCTAGON INVESTMENT PARTNERS IV, LTD.
By : Octagon Credit Investors, LLC
as collateral manager
-----------------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Portfolio Manager
ORIX Finance Corp. I
-----------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxxxxx X.X. Xxxxx, Xx.
-------------------------------------------
Name: Xxxxxxxx X.X. Xxxxx, Xx.
Title: Authorized Representative
OXFORD STRATEGIC INCOME FUND
By: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
-----------------------------------------------
[Print Name of Lender]
By: /s/ Payson X.Xxxxxxxxx
-------------------------------------------
Name: PAYSON X.XXXXXXXXX
Title: VICE PRESIDENT
PARIBAS CAPITAL FUNDING LLC
-----------------------------------------------
[Print Name of Lender]
By: /s/ Illegible
-------------------------------------------
Name: Illegible
Title: Director
Post Balanced Fund, LP
By: /s/ Xxxxxxxx X. Post
-------------------------------------------
Name: Xxxxxxxx X. Post
Title: Managing Member of the General Partner
Xxxxxx Diversified Income Trust
-----------------------------------------------
[Print Name of Lender]
By: /s/ Illegible
-------------------------------------------
Name: Illegible
Title: VP
Fourth Amendment and Waiver
25
Lenders
Xxxxxx High Yield Trust
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxx Xxxxxx
--------------------------------------------
Name: Xxxx Xxxxxx
Title: XX
Xxxxxx Funds Trust-Xxxxxx High Yield Trust II
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxx Xxxxxx
--------------------------------------------
Name: Xxxx Xxxxxx
Title: VP
ROYALTON COMPANY (Acct 280)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Salomon Brothers Holding Company, Inc.
------------------------------------------------
[Print Name of Lender]
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: V.P.
Seaboard CLO 2000, Ltd.
Name of Lander: By: ORIX Capital Markets, LLC, collateral manager
-------------------------------------------------
By: /s/ Xxxxxxxx X.X. Xxxxx, Xx.
--------------------------------------------
Name: Xxxxxxxx X.X. Xxxxx, Xx.
Title: Managing Director
Illegible
American Express Asset Management Group Inc.
as Collateral Manager
------------------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
Fourth Amendment and Waiver
26
Lenders
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
------------------------------------------------
[Print Name of Lender]
By: /s/ Payson X. Xxxxxxxxx
--------------------------------------------
Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
By: /s/ Xxxxx Xxxxx
------------------------------------------------
Scotiabank Europe PLC
By: /s/ Xxxxx Xxxxx
--------------------------------------------
Name: Xxxxx Xxxxx
Title: Director
Silver Oak Capital, LLC
------------------------------------------------
[Print Name of Lender]
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: Managing Director
STRONG HIGH YIELD BOND FUND
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxxxxxx X. Xxxxxxxxx, III
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx, III
Title: Assistant Secretary
Societc Generale
By: /s/ R. Xxxxx Xxxxxx
--------------------------------------------
Name: R. Xxxxx Xxxxxx
Title: Director
S P OFF SHORE LIMITED
------------------------------------------------
[Print Name of Lender]
By: /s/ Illegible
--------------------------------------------
Name: Illegible
Title: ITS ATTORNEY-IN-FACT
Fourth Amendment and Waiver
27
Textron Financial Corporation
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
TORONTO DONINION (TEXAS) INC.
------------------------------------------------
[Print Name of Lender]
By: /s/ Xxx X. Slanls
---------------------------------------------
Name: Xxx X. Slanls
Title: Vice President
UBS AG, Stamford Branch
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Associate Director
BANKING PRODUCTS SERVICES, US
By: /s/ Illegible
---------------------------------------------
Name: Illegible
Title: Illegible
Illegible
WINGED FOOT FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
---------------------------------------------
Name: XXX X. XXXXXX
Title: AUTHORIZED AGENT
28
CONSENT
Dated as of March 29, 2002
Each of the undersigned, as a Loan Party under the Amended and
Restated Credit Agreement and Guarantee dated September 29, 2000 (the "Credit
Agreement"; capitalized terms defined in the Credit Agreement or the foregoing
Amendment and not otherwise defined in this Consent are used herein as therein
defined) hereby consents to the modification of the Credit Agreement effected by
the foregoing Amendment and hereby acknowledges and agrees that the obligations
of such Loan Party contained in the Loan Documents as modified by the foregoing
Amendment are, and shall remain, in full force and effect and are hereby
ratified and confirmed in all respects.
EXIDE TECHNOLOGIES, as a Guarantor
By:________________________________________
Name:
Title:
EXIDE HOLDING EUROPE S.A.
COMPAGNIE EUROPEENNE
D'ACCUMULATEURS S.A.
EURO EXIDE CORPORATION LIMITED
SOCIEDAD ESPANOLA DEL ACUMULADOR
TUDOR X.X.
XXXXX A.B.
CMP BATTERIJEN B.V.
CMP BATTERIES LIMITED
DEUTSCHE EXIDE STANDBY GMBH
DEUTSCHE EXIDE GMBH
MERCOLEC TUDOR B.V.,
each as a Guarantor, subject to the
limitations, if any, contained in Section
10.1
By:________________________________________
Name:
Title:
Fourth Amendment and Waiver
EXIDE ITALIA S.R.L.
INDUSTRIA COMPOSIZIONI STAMPATE, SPA
FULMEN IBERICA S.L.
CMP BATTERIJEN N.V.
EXIDE AUTOMOTIVE BATTERIE GMBH
XXXXX BATTERIE XX
XXXXX BATTERIJEN B.V.
ELECTRO MERCANTIL INDUSTRIAL S.L.
EXIDE (DAGENHAM) LIMITED
EXIDE FRANCE S.A.S.
FULMEN UK LIMITED
EXIDE AUTOMOTIVE S.A.
SOCIEDADE PORTUGUESA DO
ACUMULADOR XXXXX X.X.
EXIDE DANMARK A/S
EXIDE BATTERIER AB
CENTRA X.X.
XXXXXXXX & XXXX BATTERIETECHNIK
GMBH
EXIDE SONNAK A/S
EXIDE AUTOMOTIVE B.V.
EXIDE BATTERIES LIMITED
B.I.G. BATTERIES LIMITED
EXIDE LENDING LIMITED
EXIDE HOLDINGS LIMITED
EXIDE TECHNOLOGIES HOLDING BV
EXIDE CANADA INC.
1036058 ONTARIO INC.
each as a Guarantor, subject to the
limitations, if any, contained in
Section 10.1
By:____________________________________
Name:
Title:
Fourth Amendment and Waiver
EXIDE DELAWARE, LLC
GNB BATTERY TECHNOLOGIES JAPAN, INC.
ROYAL BATTERY DISTRIBUTORS, LLC
Each as a Guarantor, subject to the
limitations, if any, contained in
Section 10.1
By:___________________________________
Name:
Title:
By:___________________________________
Name:
Title:
Fourth Amendment and Waiver
