EXHIBIT 10.21
EXHIBIT A
JA&A SERVICES, LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
October 25, 2001
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President and Chief Executive Officer
Exide Technologies
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Interim Management and Restructuring Services
Dear ▇▇. ▇▇▇▇▇▇▇▇▇:
This letter outlines the understanding between JA&A Services, LLC ("▇▇▇") and
Exide Technologies, a Delaware corporation (the "Company"), for the engagement
of ▇▇▇ to provide certain temporary employees to the Company to assist it in its
restructuring as described below. Generally, the engagement of ▇▇▇, including
any ▇▇▇ employees who serve in Executive Officer positions, shall be under the
approval of the Board of Directors of the Company and the direct supervision of
you as President and CEO.
▇▇▇ will provide the individuals set forth on Exhibit A, herein referred to as
the temporary employees ("Temporary Employees"), subject to the terms and
conditions of this letter, with the titles, pay rates, and other descriptions
set forth therein.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ will serve as the Company's Chief Financial Officer and Chief
Restructuring Officer, reporting to the Company's President and Chief Executive
Officer. Working collaboratively with the senior management team, the Board of
Directors and other case professionals, ▇▇▇▇ will assist the Company in
evaluating and implementing strategic and tactical options through the
restructuring process. ▇▇▇▇'s role will include the following:
.. Assist in managing the "working group" professionals who are assisting the
Company in the reorganization process or who are working for the Company's
various stakeholders to improve coordination of their effort and individual
work product to be consistent with the Company's overall restructuring goals.
.. Work with you and your team to further identify and implement both short-term
as well as long-term liquidity generating initiatives.
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
October 25, 200l
Page 2
. Assist in developing and implementing cash management strategies, tactics
and processes. Work with the Company's treasury department and other
professionals and coordinate the activities of the representatives of other
constituencies in the cash management process.
. Assist management with the development of the Company's revised business
plan, and such other related forecasts as may be required by the bank
lenders in connection with negotiations or by the Company for other
corporate purposes.
. Assist in communication and/or negotiation with outside constituents
including the banks and its advisors.
. Assist with such other matters as may be requested that fall within our
expertise and that are mutually agreeable.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ will provide assistance to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in her role as
the Chief Restructuring Officer.
We will assist in developing and implementing cash management strategies,
tactics and processes. We will work with the Company's treasury department and
other professionals involved in the matter and coordinate the activities of the
representatives of other constituencies in the cash management process.
▇▇▇ shall be compensated for its services under this agreement at the rates set
forth on Exhibit A. The Temporary Employees expected to be provided as of the
date of this letter along with the nature of their commitment to the Company is
set forth on Exhibit A, unless ▇▇▇ and the Company agree to modify the terms of
this agreement.
We will keep you informed as to our staffing and will not add additional
Temporary Employees to the assignment without first consulting with you to
obtain your concurrence that such additional resources are required and do not
duplicate the activities of other employees or professionals.
We will commence this engagement immediately upon receipt of a signed engagement
letter and retainer.
The Temporary Employees may be assisted by other professionals at various
levels, as the tasks require, who would also become Temporary Employees. For
purposes of semi-monthly ▇▇▇▇▇▇▇▇, our fees will be based on the hours charged
at our hourly rates, which are:
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
October 25, 200l
Page 3
Principals $500 - $620
Senior Associates $385 - $495
Associates $285 - $375
Accountants and Consultants $200 - $280
We review and revise our billing rates effective January 1 of each year.
In addition to the monthly fees and expenses, the Company agrees to pay ▇▇▇ a
performance fee of: (i) $5,000,000 upon completion of an out-of-court
restructuring or sale of a majority of the assets of the company, or (ii)
$3,500,000 upon confirmation of a pre-packaged or pre-planned bankruptcy
proceeding or similar transaction including the closing of a sale of a majority
of the assets of the Company in a transaction contingent on a bankruptcy filing;
or, (iii) $3,000,000 upon confirmation of a Plan of Reorganization that is
neither pre-planned or pre-packaged or sale of a majority of the assets of the
Company arranged within a court proceeding.
In addition to the fees set forth above, the Company shall pay directly or
reimburse ▇▇▇ upon receipt of periodic ▇▇▇▇▇▇▇▇, for all reasonable
out-of-pocket expenses incurred in connection with this assignment such as
travel, lodging, postage, telephone and facsimile charges.
We will require a retainer of $500,000 to be applied against the time charges
and expenses specific to the engagement. We will submit semi-monthly invoices
for services rendered and expenses incurred as described above, and we will
offset such invoices against the retainer. Payment will be due upon receipt of
the invoices to replenish the retainer to the agreed upon amount. Any unearned
portion of the retainer will be returned to you at the termination of the
engagement.
The parties intend that an independent contractor relationship will be created
by this agreement. As an independent contractor, ▇▇▇ will have complete and
exclusive charge of the management and operation of its business, including
hiring and paying the wages and other compensation of all its employees and
agents, and paying all bills, expenses and other charges incurred or payable
with respect to the operation of its business. Of course, as an independent
contractor, neither the Temporary Employees nor ▇▇▇ will be entitled to receive
from the Company any vacation pay, sick leave, retirement, pension, or social
security benefits, workers' compensation, disability, unemployment insurance
benefits, or any other employee benefits. ▇▇▇ will be responsible for all
employment, withholding, income and other taxes incurred in connection with the
operation and conduct of its business. Temporary Employees will not be
considered employees of the Company except for purposes of this agreement.
▇▇▇ agrees to keep confidential all information obtained from the Company, and
neither ▇▇▇ nor the Temporary Employees will disclose to any other person or
entity, or use for any purpose other than specified herein, any information
pertaining to the Company which is either non-
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
October 25, 200l
Page 4
public, confidential, or proprietary in nature ("Information") which it obtains
or is given access to during the performance of the services provided hereunder.
The foregoing is not intended to nor shall be construed as prohibiting ▇▇▇ or
the Temporary Employees from disclosure pursuant to a valid subpoena or court
order, but neither ▇▇▇ nor such Temporary Employees shall encourage, suggest,
invite or request, or assist in securing, any such subpoena or court order, and
the Temporary Employees shall immediately give notice of any such subpoena or
court order by fax transmission to the Company. Furthermore, ▇▇▇ and the
Temporary Employees may make reasonable disclosures of Information to third
parties in connection with their performance of their obligations and
assignments hereunder. In addition, ▇▇▇ will have the right to disclose to
others in the normal course of business their involvement with the Company.
Information includes data, plans, reports, schedules, drawings, accounts,
records, calculations, specifications, flow sheets, computer programs, source or
object codes, results, models, or any work product relating to the business of
the Company, its subsidiaries, distributors, affiliates, vendors, customers,
employees, contractors and consultants.
The Company acknowledges that all information (written or oral) generated by the
Temporary Employees in connection with their engagement is intended solely for
the benefit and use of the Company (limited to its management, including its
Board of Directors) in considering the transactions to which it relates. The
Company agrees that no such information shall be used for any other purpose or
reproduced, disseminated, quoted or referred to with attribution to ▇▇▇ at any
time in any manner or for any purpose other than accomplishing the tasks
referred to herein, without JAS's prior approval (which shall not be
unreasonably withheld) except as required by law. This agreement will survive
the termination of the engagement.
The Company acknowledges that it is hiring the Temporary Employees purely to
assist the Company and its Board of Directors in the management and
restructuring of the Company. This engagement shall not constitute an audit,
review or compilation, or any other type of financial statement reporting or
consulting engagement that is subject to the rules of the AICPA, the SSCS, or
other such state and national professional bodies.
▇▇▇ employees serving as officers of the Company will be entitled to the benefit
of the most favorable indemnities provided by the Company to its officers and
directors, whether under the Company's by-laws, certificates of incorporation,
by contract or otherwise. In the event that other ▇▇▇ employees become officers
of the Company, such individuals will be entitled to the same benefit.
The Company agrees that it will use its best efforts to specifically include and
cover ▇▇▇ employees serving as officers of the Company under the Company's
policy for directors' and officers' insurance. In the event that the Company is
unable to include ▇▇▇ employees serving as officers of the Company under the
Company's policy or does not have first dollar coverage as outlined in the
preceding paragraph in effect for at least $10 million, it is agreed that ▇▇▇
will attempt to purchase a separate directors' and officers' policy that will
cover ▇▇▇
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
October 25, 200l
Page 5
employees serving as officers of the Company only and that the cost of same
shall be invoiced to the Company as an out-of-pocket cash expense. If ▇▇▇ is
unable to purchase such directors' and officers' insurance, then we reserve the
right to terminate this agreememt. In the event that other Temporary Employees
become officers of the Company, such individuals will be entitled to the same
benefit. The obligations of the parties as reflected herein shall survive the
termination of the engagement.
▇▇▇'s engagement to provide Temporary Employees hereunder may be terminated at
any time by written notice by one party to the other; provided, however, that
notwithstanding such termination ▇▇▇ will be entitled to any fees and expenses
due under the provisions of the agreement, including performance fees. Also, the
Company shall pay ▇▇▇ a breakup fee of $500,000 (in addition to any fees that
may be owing to ▇▇▇ pursuant to this agreement) if ▇▇▇ is terminated without
cause within three months of the execution of this agreement. This breakup fee
is due and payable at the time of such termination unless such termination is
caused by completion of a transaction that entitles ▇▇▇ to a performance fee
hereunder in which case no breakup fee shall be payable. Such payment obligation
shall inure to the benefit of any successor or assignee of ▇▇▇. The obligations
of the parties as reflected herein shall survive the termination of the
engagement.
Cause shall mean (i) a ▇▇▇ representative acting on behalf of the Company is
convicted of a felony or, (ii) a ▇▇▇ representative breeches any of his or her
material obligations under this agreement or, (iii) it is determined in good
faith by the Board of Directors of the Company, and after 30 days notice and
opportunity to cure, that either a ▇▇▇ representative engages in misconduct
injurious to the Company or a ▇▇▇ representative willfully disobeys or refuses
to perform a lawful direction of the Board of Directors of the Company.
This letter agreement is governed by and construed in accordance with the laws
of the State of Michigan with respect to contracts made and to be performed
entirely therein and without regard to choice of law or principles thereof.
If we have any dispute arising between us, including any dispute with respect to
this agreement, its interpretation, performance or breach, and are unable to
agree on a mutually satisfactory resolution with 30 days, either party may
require the matter to be settled by binding arbitration. If such arbitration
shall occur, it shall be in the city of Southfield, Michigan. We shall attempt
for two weeks to agree on a single arbitrator. If that effort shall fail, each
party shall appoint one arbitrator. The two arbitrators so chosen shall attempt
for two weeks to select a third. If they are unable to agree, the American
Arbitration Association in New York City shall choose the third. The arbitration
shall occur using the rules and procedures of the American Arbitration
Association. The decision of the arbitrator(s) shall be final, binding and
non-appealable. However, ▇▇▇ agrees that this arbitration provision shall apply
only to the extent that the United States Bankruptcy Court, or the United States
District Court if the reference is withdrawn, does not retain jurisdiction over
a controversy or claim.
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
October 25, 200l
Page 6
We confirm that ▇▇▇, its employees, and its affiliates/1/ do not have any
financial interest or business connection with the Company other than as
contemplated by this agreement, and we know of no fact or situation that would
represent a conflict of interest for us with regard to the Company. While we are
not currently aware of any other relationships that connect us to any party in
interest, because ▇▇▇ and its affiliates serve clients on a national basis in
numerous cases, both in and out of court, it is possible that ▇▇▇ or its
affiliates may have rendered services to, or have business associations with,
other entities which had, or have, relationships with the Company, including
creditors of the Company. ▇▇▇ and affiliates have not, and will not perform
services for, or have business connections with, any of these aforementioned
entities in this matter involving the Company.
The Company agrees to promptly notify ▇▇▇ if it extends (or solicits the
possible interest in receiving) an offer of employment to an employee of ▇▇▇ and
agrees that it will pay ▇▇▇ ▇ ▇▇▇▇ fee, upon hiring, equal to 150% of the
aggregate first year's annualized compensation, including any other
compensation, to be paid to any person working for the Company on behalf of ▇▇▇
that the Company or any of its subsidiaries or affiliates hires at any time up
to two years subsequent to the date of the final invoice rendered by ▇▇▇ with
respect to this engagement. This agreement does not prohibit the Company from
making general solicitations for employment or from soliciting for employment
any individuals who have ceased to be employees or agents of ▇▇▇ prior to such
solicitation.
If any portion of the letter agreement shall be determined to be invalid or
unenforceable, we each agree that the remainder shal1 be valid and enforceable
to the maximum extent possible.
All of the above contains the entire understanding of the parties relating to
the services to be rendered by ▇▇▇ and may not be amended or modified in any
respect except in writing signed by the parties. ▇▇▇ will not be responsible for
performing any services not specifically described in this letter or in a
subsequent writing signed by the parties.
All notices required or permitted to be delivered under this letter agreement
shall be sent, if to us, to the address set forth at the head of this letter, to
the attention of ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, and if to you, to the address for
you set forth above, to the attention of your General Counsel, or to such other
name or address as may be given in writing to the other party. All notices under
the agreement shall be sufficient if delivered by facsimile or overnight mail.
Any notice shall be deemed to be given only upon actual receipt.
In the event of a filing, the Company agrees that it will promptly apply to the
Bankruptcy Court to obtain approval of our retention and retainer nunc pro tune
to the date of the filing.
-----------------------------
/1/ ▇▇▇ is a company that provides temporary employees. Affiliates of ▇▇▇
include ▇▇▇ ▇▇▇▇ & Associates, a financial advisory and consulting firm. The
System Advisory Group, providing information technology services, and the
Questor funds, which are private equity funds that invest in special situations
and under-performing companies.
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
October 25, 2001
Page 7
If these terms meet with your approval, please sign and return the enclosed copy
of this proposal and wire transfer the amount to establish the retainer.
We look forward to working with you.
Sincerely yours,
JA&A SERVICES, LLC
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Principal
Acknowledged and Agreed to:
EXIDE TECHNOLOGIES
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------------------------
Its: ________________________________________________
Dated: ________________________________________________
JA&A Services LLC
Employment by Exide Technologies
Exhibit A
Temporary Employees
Individuals With Executive Officer Positions
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Hourly Commitment
Name Description Rate Full/1/ or Part Time
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chief Financial Officer & $ 500 Full Time
Chief Restructuring Officer
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Additional Temporary Employees
-------------------------------------------------------------------------------------
Hourly Commitment
Name Description Rate Full/1/ or Part Time
-------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ TBD $ 430 Full Time
-------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇ TBD $ 350 Full Time
-------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ TBD $ 595 Part Time
-------------------------------------------------------------------------------------
/1/ Full time is defined as substantially full time.
JA&A SERVICE'S, LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
January 16, 2002
▇▇. ▇▇▇▇▇. ▇. ▇▇▇▇▇▇▇▇▇▇
President & Chief Executive Officer
Exide Technologies
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Interim Management and Restructuring Services-Amendment
Dear ▇▇. ▇▇▇▇▇▇▇▇▇▇:
The purpose of this letter is to amend Exhibit A ("Revised Exhibit A") of our
letter dated October 25, 2001 ("Agreement") between JA&A Services, LLC ("▇▇▇")
and Exide Technologies.
▇▇▇ will provide the Temporary Employees set forth in Revised Exhibit A, subject
to the terms and conditions of the Agreement, with the titles, pay rates, and
other descriptions set forth therein.
Should you have any questions regarding the above, please contact me to discuss
your questions.
Sincerely yours,
JA&A Services, LLC
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Principal
JA&A Services, LLC
Employment by Exide Technologies
Revised Exhibit A
Temporary Employees
Individuals With Executive Officer Positions
------------------------------------------------------------------------------------
Name Description 2002 Commitment
Hourly Full/1/ or Part
Rate Time
------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chief Financial Officer & $550 Full Time
Chief Restructuring Officer
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Additional Temporary Employees
------------------------------------------------------------------------------------
Name Description 2002 Commitment
Hourly Full/1/ or Part
Rate Time
------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ 13-Week Rolling Operating $235 Full Time
Cash Flow Model
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▇▇▇▇ ▇. ▇▇▇▇▇ European Accounts Receivable $450 Full Time
and Accounts Payable
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ General Oversight and $620 Full Time
Strategy
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▇▇▇▇ ▇▇▇▇▇ European Accounts Receivable $235 Full Time
------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ North American Accounts $420 Full Time
Receivable and Accounts
Payable
------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Overall Project Management $470 Full Time
------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Inventory Maximazation and $450 Full Time
Demand Planning Projects
------------------------------------------------------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇ 12-Month Business Plan and $400 Full Time
5-Year Business Plan
------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ European Accounts Receivable $300 Full Time
and Accounts Payable
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1 Full time is defined as substantially full time.
JA&A SERVICES, LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
April 1, 2002
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President & Chief Executive Officer
Exide Technologies
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Interim Management and Restructuring Services - Supplement
Dear ▇▇. ▇▇▇▇▇▇▇▇▇▇:
The purpose of this letter is to supplement our letter dated October 25, 2001
("Agreement") between JA&A Services, LLC ("▇▇▇") and Exide Technologies
("Company") regarding the disclosure of relationships and connections that ▇▇▇
has with other parties in interest for the Company.
In the Agreement, we stated the following:
"We confirm that ▇▇▇, its employees, and its affiliates/l/ do not have any
financial interest or business connection with the Company other than as
contemplated by this agreement, and we know of no fact or situation that would
represent a conflict of interest for us with regard to the Company. While we are
not currently aware of any other relationships that connect us to any party in
interest, because ▇▇▇ and its affiliates serve clients on a national basis in
numerous cases, both in and out of court, it is possible that ▇▇▇ or its
affiliates may have rendered services to, or have business associations with,
other entities which had, or have, relationships with the Company, including
creditors of the Company. ▇▇▇ and affiliates have not, and will not perform
services for, or have business connections with, any of these aforementioned
entities in this matter involving the Company."
Subsequent to the preparation of the Agreement, we received information from the
Company to allow us to check our database for relationships that connect us to
any party in interest with regard to the Company. We have now completed our
review, the results of which are presented below.
------------------------
/1/ ▇▇▇ is a Company that provides temporary employees. Affiliates of ▇▇▇
include ▇▇▇ ▇▇▇▇ & Associates, a financial advisory and consulting firm, The
System Advisory Group, providing information technology services, Partnership
Services, LLC, a company that provides temporary employees, and the Questor
funds, which are private equity funds that invest in special situations and
under-performing companies.
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
March 21, 2002
Page 2
While we know of no fact or situation which would represent a conflict of
interest for us with regard to the Company, we wish to disclose the following:
. Questor Partners Fund, L.P. ("QPF") and Questor Partners Fund II, L.P.
("QPF II"), a $300 million fund and an $865 million fund, respectively,
are private equity funds that invest in special situations and
under-performing companies.
. ▇▇. ▇▇▇ ▇▇▇▇, a principal in ▇▇▇ ▇▇▇▇ & Associates ("JA&A"), is also the
President and CEO of Questor Management Company, the entity that manages
QPF and QPF II.
. Questor and JA&A are separate companies. JA&A, pursuant to contract,
performs certain accounting and back-room services for Questor. From time
to time, Questor hires JA&A as a contractor to advise it regarding a
potential acquisition, and occasionally investee companies of QPF and QPF
II hire JA&A.
. ▇▇. ▇▇▇ ▇▇▇▇ owns interests in the general partners of QPF and QPF II.
▇▇. ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman and Managing
Principal if JA&A, respectively, each own interest in the general partner
of QPF II.
. Substantially all of the other principals of JA&A own limited
partnership interests in one or more of the following entities: Questor
Side-by-Side Partners, L.P., Questor Side-by-Side Partners II, L.P., and
Questor Side-by-Side Partners II 3(c)(l), L.P. JA&A principals, except
for ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇, are passive investors and have no voice in
approving Questor's investments.
. Some of the limited partners of QPF and/or QPF II are affiliates of
financial institutions that are also lenders to companies that may have
retained JA&A. The affiliates of such financial institutions are passive
investors in QPF and QPF II and have no voice in approving Questor's
investments. Where such situations occur, the lending relationship and
investment in QPF and/or QPF II is detailed in JA&A's disclosures.
. QPF, QPF II, Questor Side-by-Side Partners, L.P., Questor Side-by-Side
Partners II, L.P., and Questor Side-by-Side Partners II 3(c)(l), L.P.,
are all related entities. The Side-by-Side funds contain, in the
aggregate, 6.3% of the total Questor funds, which are in excess of $1.17
billion.
. Alliance Capital Fund, a lender to the Company, is affiliated with
limited partners in QPF and/or QPF II.
. Allstate Life Insurance, a lender to the Company, has previously employed
a JA&A employee.
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
March 21, 2002
Page 3
.. Bank One (f/k/a/ National Bank of Detroit), a lender to the Company, is a
current client of JA&A in matters unrelated to the Debtors. In addition,
Bank One provides commercial banking services to JA&A, has previously
employed a JA&A employee and is a lender to certain other current and/or
former JA&A clients in matters unrelated to the Debtors.
.. Citicorp and its affiliated entities, lenders to the Debtors, are
affiliated with limited partners in QPF and/or QPF II. Also, Citicorp and
its affiliated entities are lenders, bondholders, and shareholders to
certain other current and/or former JA&A clients in matters unrelated to
the Company. JA&A was a client of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ in a matter
unrelated to the Company that has been concluded.
.. Comerica, a lender to the Company, is a limited partner in QPF and QPF II,
and is also a former JA&A client in matters unrelated to the Company.
Comerica is a lender to certain other current and/or former JA&A clients
and to QPF portfolio companies in matters unrelated to the Company. Also,
Comerica is a lender to ▇▇. ▇▇▇ ▇▇▇▇ personally, and ▇▇. ▇▇▇▇ maintains a
banking relationship with Comerica and an investment, account with Comerica
Securities.
.. Credit Agricole Indosuez, a lender to the Company, is a client through a
bank group in a matter unrelated to the Company.
.. Dresdner Bank, a lender to the Company, has previously employed a JA&A
employee.
.. ▇▇▇▇▇ ▇▇▇▇▇, a lender to the Company, is a client through a bank group in a
matter unrelated to the Company.
.. First Union National Bank, a lender to the Company, is a current and former
JA&A client in matters unrelated to the Debtors and is a lender or
affiliated with lenders to certain other current and/or former JA&A clients
in matters unrelated to the Debtors.
.. General Electric Capital Corporation, an affiliate of which is a lender to
the Company, is a limited partner in QPF II.
.. General Motors Employees Pension, a lender to the Company, is an affiliate
of the General Motors Corporation which has previously employed certain
JA&A employees. Also, General Motors is affiliated with General Motors
Acceptance Corporation, a former JA&A client in a matter unrelated to the
Company and affiliated with a former client of The System Advisory Group
("SAG"), a subsidiary of JA&A, in a matter unrelated to the Company. Also,
General Motors has entered into an indemnification agreement with another
JA&A client in a matter unrelated to the Company and, in this unrelated
matter, has agreed to indemnify certain JA&A employees acting on behalf of
the client, as well as JA&A.
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
March 21, 2002
Page 4
. ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, a professional services provider to and large
creditor of the Company, is also legal counsel on several JA&A client
engagements and works with an opposing party to a JA&A client, all of
which involve matters unrelated to the Company. ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ also
represents JA&A in an unrelated matter.
. Kmart Corporation recently hired JA&A to lead their bankruptcy and
turnaround efforts. While Kmart Corporation's voluntary petition for
bankruptcy protection did not list Exide as one of its top fifty (50)
unsecured claims, JA&A received information that the Company was one
of Kmart's top fifty (50) unsecured creditors. We wish to bring this
fact to your attention and assure you that all communications,
negotiations, and/or transactions between Kmart and the Company in
which JA&A and its employees will be involved, will take place at arms
length.
. KZH, a lender to the Company, is affiliated with an entity which is a
client through a bank group in a matter unrelated to the Company.
. Mitsubishi Trust & Banking, a lender to the Company, is a client
through a bank group in a matter unrelated to the Company.
. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a lender to the Company, is a vendor to JA&A and is a
major bondholder and significant shareholder to various current and
former JA&A clients in matters unrelated to the Company.
. Orix Finance Corporation, a lender to the Company, has previously
employed a JA&A employee.
. Salomon Brothers Holdings, a lender to the Company, is affiliated with
a limited partner in QPF.
. Societe Generale, a lender to the Company, is a major bondholder of a
current client of JA&A and was a client of JA&A in matters unrelated
to the Company.
. Textron Financial Corporation, a lender to the Company, is affiliated
with a limited partner in QPF II.
. UBS AG, a lender to the Company, is affiliated with an entity which is
a major bondholder in a current client of JA&A in matters unrelated to
the Company.
While we are currently not aware of any other relationships that connect us to a
party in interest with respect to the Company, should other such relationships
develop or come to our attention, we will notify you promptly. ▇▇▇ and
affiliates have not and will not represent the interests of
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
March 21, 2002
Page 5
any of these aforementioned entities in matters involving the Company relevant
to this Agreement.
In addition, this letter confirms that ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ has been added as the
interim Chief Information Officer of the Company. Attached is an amended Exhibit
A which details the titles, pay rates, and other descriptions of the temporary
employees which ▇▇▇ will supply the Company in accordance with the terms of the
Agreement.
Should you have any questions regarding the above, please do not hesitate to
contact me.
Sincerely,
JA&A SERVICES, LLC
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Principal
EXHIBIT A
JA&A SERVICES, LLC
Employment by Exide Technologies
Revised Exhibit A
-----------------------------------------------------------------------------------------------------
Temporary Employees - Individuals with Executive Officer Positions
-----------------------------------------------------------------------------------------------------
Hourly
Name of Professional Description of Function Rate Commitment
-----------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chief Financial Officer & Chief $550.00 Full Time
Restructuring Officer
-----------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇ Chief Information Officer $420.00 Full Time
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Additional Temporary Employees
-----------------------------------------------------------------------------------------------------
Hourly
Name of Professional Description of Function Rate Commitment
-----------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ 13-Week Operating Cash Flow $235.00 Full Time
Model and contingency planning
-----------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ European Accounts Receivable and $450.00 Full Time
Accounts Payable - France, UK and
as needed
-----------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. General Oversight and Strategy $620.00 Part Time
▇▇▇▇▇▇▇▇▇▇
-----------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ European Accounts Receivable- $235.00 Full Time
Spain, Italy and Portugal, and as
needed
-----------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ North American Accounts $420.00 Full Time
Receivable and Accounts Payable
-----------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Overall Project Management and $470.00 Full Time
implementation of initiatives
-----------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Inventory Maximization and $450.00 Full Time
Demand Planning Projects
-----------------------------------------------------------------------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇ 12-Month Business Plan and 5-Year $400.00 Full Time
Business Plan
-----------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ European Accounts Receivable and $300.00 Full Time
Accounts Payable - Germany,
Austria and Poland and as needed
-----------------------------------------------------------------------------------------------------